Employment Agreement between American Home Mortgage, Inc. and Alan Horn (General Counsel)
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Summary
This agreement is between American Home Mortgage, Inc. and Alan Horn, who is being employed as General Counsel. The contract outlines his duties, compensation (including a base salary of at least $250,000 per year and eligibility for various annual bonuses), and benefits. The employment is at-will, meaning either party can end it at any time, with the Executive required to give four weeks' notice if resigning. If terminated without cause before the first anniversary, Alan Horn is entitled to a severance equal to four months' base salary. The agreement also covers standard employment terms and conditions.
EX-10.7 4 am667949-exh10_7.txt EMPLOYMENT AGREEMENT EXHIBIT 10.7 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of December 23, 2002 (this "Agreement"), is by and between American Home Mortgage, Inc., a New York corporation having a place of business at 520 Broadhollow Road, Melville, NY 11747 (the "Company"), and Alan Horn, [address omitted] (the "Executive"). Whereas the Company wishes to assure itself of the services of the Executive, and the Executive desires to be employed by the Company, upon the terms and conditions hereinafter set forth. Now, therefore, the Company and the Executive hereby agree as follows: 1. Employment. The Company agrees to employ the Executive, and the Executive hereby accepts such employment by the Company during the term set forth in Section 2 and on the other terms and conditions of this Agreement. 2. Term. The term of this Agreement shall commence on January 2, 2003, and shall continue until four weeks after the resignation or discharge of the Executive. 3. Position, Duties and Responsibilities, Rights. (a) During the term of this Agreement, the Executive shall serve as, and be elected to and hold the office and title of General Counsel. As such, the Executive shall report to the Chief Executive Officer of the Company (the "CEO"), and other executives designated by the CEO, if any, and shall have all of the powers and duties usually incident to the office of General Counsel. (b) During the term of this Agreement, the Executive agrees to devote substantially all the Executive's time, efforts and skills to the affairs of the Company during the Company's normal business hours, except for vacations, illness and incapacity, but nothing in this Agreement shall preclude the Executive from devoting reasonable periods to (i) manage the Executive's personal investments, (ii) participate in professional, educational, public interest, charitable, civic or community activities, including activities sponsored by trade organizations, and (iii) serve as a director or member of an advisory committee of any corporation not in competition with the Company or any of its subsidiaries, or as an officer, trustee or director of any charitable, educational, philanthropic, civic, social or industry organizations, or as a speaker or arbitrator; provided, however, that the performance of the Executive's duties or responsibilities in any of such capacities does not materially interfere with the regular performance of the Executive's duties and responsibilities hereunder. 4. Place of Performance. In connection with the Executive's employment by the Company, the Executive shall be based in Melville, New York, and shall not be required to be absent from there on travel status or otherwise for more than a reasonable time each year as necessary or appropriate for the performance of the Executive's duties hereunder. 5. Compensation. (a) During the term of this Agreement, the Company shall pay the Executive, and the Executive agrees to accept a base salary at the rate of not less than $250,000.00 per year (the annual base salary as increased from time to time during the term of this Agreement being hereinafter referred to as the "Base Salary"). The Base Salary shall be paid in installments no less frequently than monthly. Any increase in Base Salary or other compensation shall not limit or reduce any other obligation of the Company hereunder, and once established at an increased specified rate, the Executive's Base Salary hereunder shall not thereafter be reduced. (b) During the term of this Agreement, the Company shall, after the close of each calendar year, pay the Executive an objective achievement bonus, the amount of which will be determined by the CEO. To determine the amount of the objective achievement bonus for a given year, the CEO will consider whether the Executive achieved the objectives set forth in the Executive's business plan for that calendar year. If the CEO determines that the objectives were achieved, the CEO will award the Executive an objective achievement bonus of $33,333.33. If the objectives were surpassed, the CEO may award a greater amount, if the objectives were only partially achieved, the CEO may award a lesser amount. Objective achievement bonuses for a given year will be paid no later than the last day of March of the succeeding year. (c) During the term of this Agreement, the Company shall, after the close of each calendar year, pay the Executive a company performance award the amount of which will be determined by the CEO. To determine the amount of the company performance award for a given year, the CEO will consider the Company's performance relative to the Company's peer group performance. The amount of the company performance award will be targeted at $33,333.33, but may be a greater or lesser amount. Company performance bonuses for a given year will be paid no later than the last day of March of the succeeding year. (d) During the term of this Agreement, the Company shall pay the Executive, a management evaluation bonus the amount of which will be determined by the CEO. The amount of the management evaluation bonus will be targeted at $33,333.34, but may be a greater or lesser amount. The CEO will determine the actual amount of the management evaluation bonus for a given year based on the CEO's evaluation of the Executive's overall performance during the year. Management evaluation bonuses for a given year will be paid no later than the last day of March of the succeeding year. (e) For calendar year 2003 the minimum amount the Company shall pay the Executive pursuant to subparagraphs 5(b), 5 (c) and 5(d) herein will be $75,000. (f) Notwithstanding anything to the contrary, the Executive will not be entitled to any unpaid bonuses if he is no longer an employee of the Company. (g) The Executive shall be entitled to fringe benefits, including, without limitation, health, dental, 401(k) and optional life and long term disability coverage, in each case at least equal to, and on the same terms and conditions as, those attached to the Executive's office on the date hereof, as the same may be improved from time to time during the term of this Agreement, as well as to reimbursement, upon proper accounting, of all reasonable expenses and disbursements incurred by the Executive in the course of the Executive's duties. 2 6. Termination of Employment. The employment created hereby is at will. The Company may terminate this Agreement by discharging the Executive. The Executive may terminate this Agreement by resigning with four weeks notice to the Company. Discharge or resignation may be for any reason or for no reason. If the company chooses to discharge the Executive, it will deliver a letter of discharge pursuant to the notice provisions of section 9. If the Executive chooses to resign, the Executive will deliver a letter of resignation pursuant to the notice provisions of section 9. If the Company terminates this Agreement without cause prior to the first anniversary of this Agreement, the Company will pay the Executive a severance award equal to four months base salary. 7. Entire Agreement; Amendment. (a) This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any and all other agreements between the parties, their predecessors and affiliates. (b) Any amendment of this Agreement shall not be binding unless in writing and signed by both (i) the CEO and (ii) the Executive. 8. Enforceability. In the event that any provision of this Agreement is determined to be invalid or unenforceable, the remaining terms and conditions of this Agreement shall be unaffected and shall remain in full force and effect, and any such determination of invalidity or enforceability shall not affect the validity or enforceability of any other provision of this Agreement. 9. Notices. All notices which may be necessary or proper for either the Company or the Executive to give to the other shall be in writing and shall be sent by hand delivery, registered or certified mail, return receipt requested or overnight courier, if to the Executive, to him at [address omitted] and, if to the Company, to it at its principal executive offices at 520 Broadhollow Road, Melville, NY 11747, Attention: Human Resources Officer, with a copy to Cadwalader, Wickersham & Taft, 100 Maiden Lane, New York, New York 10038, Attention: Louis Bevilacqua, Esq., and shall be deemed given when sent. Either party may by like notice to the other party change the address at which it is to receive notices hereunder. 10. Non-Disparagement, Non-Solicitation, Confidential Information. The Company and the Executive agree that neither will disparage the other and that their representatives will not disparage either party hereto. The Executive agrees that for a period of one (1) year following the termination of this Agreement, the Executive will not solicit any employee of the Company to leave the Company or hire any employee of the Company. The Company and the Executive agree to keep the terms of this Agreement confidential except that the Executive may divulge the terms of this Agreement to the Executive's spouse, attorney, financial advisor and accountant provided they agree to keep the terms of this Agreement confidential. The Executive agrees to protect, not disclose, and not use for the Executive's benefit any confidential information or trade secrets belonging to the Company, including information regarding proprietary procedures and techniques, accounts, or personnel (excepting information that was already disclosed by the Company or otherwise was made public other than by breach of this Agreement by the Executive). The preceding two sentences shall not apply to disclosures required due to the laws or regulations of governments, or the orders of courts having jurisdiction over the Company and the Executive. This section 10 shall survive the termination of this Agreement. 3 11. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND BE ENFORCEABLE IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above. American Home Mortgage, Corp. By: /s/ Michael Strauss ------------------------------------- Name: Michael Strauss Title: Chief Executive Officer /s/ Alan Horn ------------------------------------- Alan Horn
