MODIFICATION OF EMPLOYMENT AGREEMENT

Contract Categories: Human Resources - Employment Agreements
EX-10.10(A) 3 a06-1965_2ex10d10a.htm MATERIAL CONTRACTS

Exhibit 10.10(a)

 

MODIFICATION
OF
EMPLOYMENT AGREEMENT

 

THIS MODIFICATION OF EMPLOYMENT AGREEMENT (the “Extension”) is entered into as of November 12, 2003 by and between Hearthside Homes, Inc., a California corporation (“Employer”), which is an indirect wholly-owned subsidiary of California Coastal Communities, Inc., a Delaware corporation (“Parent”), and ED MOUNTFORD (“Executive”).

 

W I T N E S S E T H:

 

WHEREAS, Executive and Employer have entered into an Employment Agreement dated as of May 1, 1998, an Extension and Modification of Employment Agreement dated December 7, 1999, a Second Extension and Modification of Employment Agreement dated April 30, 2001 and a Third Extension and Modification of Employment Agreement dated March 18, 2003 (collectively, the “Employment Agreement”) through which Executive has provided various executive capacities to Employer and Employer has obtained various executive services by Executive;

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants herein contained, the parties agree as follows:

 

SECTION 1.           CONTINUING EFFECTIVENESS OF EMPLOYMENT AGREEMENT.  Except to the extent of any modification made pursuant to the terms of this Extension, the Employment Agreement shall continue to remain in full force and effect following the date hereof.

 

SECTION 2.           BONUS.  From the date hereof and until the expiration of the term set forth in the Third Extension (April 30, 2005), Employer agrees to provide Executive with the opportunity to earn incentive bonuses based upon the formula set forth on Schedules A, B and C attached hereto.  Included in Schedule C is a spreadsheet which details the mechanics for determining the amount, if any, of a bonus payment that may be earned by Executive in connection with the North Ormond Beach, LLC development project in Oxnard, California (the “Oxnard Project”), which bonus (the “Oxnard Project Bonus”) shall only be payable to the extent that certain profit levels on the Oxnard Project are realized in cash (“Profits”) as calculated on Schedule C.  In order to receive the allocable amount of the Oxnard Project Bonus set forth on Schedule C, Executive must remain in the employ of Employer at the time the requisite Profits have been realized unless:

 

(i)                                     Executive has been terminated “without cause”;

 

(ii)                                  The Agreement is not further extended after the expiration of the Term as set forth herein;

 



 

(iii)                               Executive has terminated his employment for “Good Reason”, as such terms are defined in the Agreement;

 

(iv)                              The ability to calculate Profits has been delayed by virtue of Employer having entered into a subsequent agreement to develop and sell residential units at the Oxnard Project, provided that Executive was not terminated “for cause” or did not voluntarily terminate his employment with Employer prior to the date of any such subsequent agreement; or

 

(v)                                 Parent or an affiliate has caused the sale or merger of the business and operations of Employer to a third party and the employ of Executive has not been continued by the successor to Employer under substantially the same terms and conditions set forth in the Agreement and as extended and modified herein.

 

In the event of the occurrence of any of the events set forth in clauses (i) through (iv) above, Executive shall be paid his allocable share of the Oxnard Project Bonus at such time, if any, following the termination of his employment that Employer has realized the requisite level of Profits.  In the case of clause (v) above, the portion of the sales price of Employer that has been allocated to the Oxnard Project shall be used to determine whether the requisite level of Profits has been realized and Executive shall be paid accordingly out of the proceeds received by Parent or any of its affiliates in connection with any such sale or merger of Employer.

 

IN WITNESS WHEREOF, the parties have executed this Extension as of the date first above written.

 

 

“EMPLOYER”

 

 

 

HEARTHSIDE HOMES, INC.

 

 

 

By

/s/ Raymond J. Pacini

 

 

 

Raymond J. Pacini

 

 

Chief Executive Officer

 

 

 

“EXECUTIVE”

 

 

 

  /s/ Edward G. Mountford

 

 

Ed Mountford

 

2



 

11/12/2003

Schedule C

 

($ in thousands)

 

 

 

 

 

Equity

 

 

 

Original Pro Forma

 

 

 

 

 

 

 

 

 

 

 

 

Required

 

 

 

Net

 

 

 

Hearthside

 

 

 

 

 

 

 

 

per Original

 

 

 

Cash

 

 

 

Profit Spilt

 

 

 

 

Oxnard

 

 

 

Pro Forma

 

 

 

Flow

 

IRR

 

Company

 

Employees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

first $5,500 (base case):

 

 

 

 

1.

base case (entitle by March 2005):

 

IHP

 

$

4,000

 

80%

 

$

9,500

 

91.4

%

 

 

 

 

 

 

*

 

- no inflation in land / home prices

 

Co.

 

1,000

 

20%

 

5,500

 

123.0

%

85%

 

15%

=

 

$

825

 

 

- total lot sale revenue:

 

 

 

$

5,000

 

 

 

$

15,000

 

 

 

 

 

 

 

 

 

 

 

 

$

63,000

 

 

 

 

 

 

 

 

company

 

$

4,675

 

 

 

Mike /Ed

40%

 

$

330

 

 

 

 

 

 

 

 

 

 

 

 

85.0

%

 

 

John

20%

 

$

165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2a.

total profit if 7% annual inflation for next 2 yrs.

 

 

 

 

 

IHP

 

$

14,000

 

 

 

co. profits > $5,500

 

 

 

 

 

(on land sales revenue of $62.9 million)

 

 

 

 

 

Co.

 

10,000

 

 

 

 

 

 

 

 

 

 

 

(7% inflation = $9,000)

 

 

 

 

 

 

 

$

24,000

 

 

 

80%

 

20%

=

 

$

1,725

 

 

- total lot sale revenue:

 

 

 

 

 

 

 

company

 

$

8,275

 

 

 

 

 

 

 

 

 

 

$

72,000

 

 

 

 

 

 

 

 

 

 

82.8

%

 

 

Mike /Ed

40%

 

$

690

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John

20%

 

$

345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2b.

total profit if 10% annual inflation for next 2 yrs.

 

 

 

 

 

IHP

 

$

16,000

 

 

 

co. profits > $5,500

 

 

 

 

 

(on land sales revenue of $62.9 million)

 

 

 

 

 

Co.

 

12,000

 

 

 

 

 

 

 

 

 

 

 

(10% inflation = $13,000)

 

 

 

 

 

 

 

$

28,000

 

 

 

80%

 

20%

=

 

$

2,125

 

 

- total lot sale revenue:

 

 

 

 

 

 

 

company

 

$

9,875

 

 

 

 

 

 

 

 

 

 

$

76,000

 

 

 

 

 

 

 

 

 

 

82.3

%

 

 

Mike /Ed

40%

 

$

850

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John

20%

 

$

425

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2c.

total profit if 13% annual inflation for next 2 yrs.

 

 

 

 

 

IHP

 

$

18,583

 

 

 

co. profits > $5,500

 

 

 

 

 

(on land sales revenue of $62.9 million)

 

 

 

 

 

Co.

 

14,583

 

 

 

 

 

 

 

 

 

 

 

(13% inflation = $18,160)

 

 

 

 

 

 

 

$

33,165

 

 

 

80%

 

20%

=

 

$

2,642

 

 

- total lot sale revenue:

 

 

 

 

 

 

 

company

 

$

11,941

 

 

 

 

 

 

 

 

 

 

$

81,160

 

 

 

 

 

 

 

 

 

 

81.9

%

 

 

Mike /Ed

40%

 

$

1,057

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John

20%

 

$

528

 

 


*  before adjustment for preferred return @ 15% on Company’s investment