EX-10.56 Employment Agreement w/George Yeonas






Exhibit 10.56




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of January 1, 2008, (the
“Effective Date”), between TOUSA, Inc., a Delaware corporation (the “Employer”) and George Yeonas,
an individual (the “Employee”).



Agreement




     In consideration of the mutual premises, covenants and agreements set forth below, and
intending to be legally bound hereby, it is hereby agreed as follows:


1.     Definitions. Capitalized terms shall have the meanings defined in this Agreement or on
Exhibits A and B attached hereto unless the context otherwise requires. Exhibits A and B are
incorporated herein by this reference.



2.     Employment Term and Duties.




     2.1     Employment Term. The Employer employs the Employee, and the Employee
accepts employment by the Employer, on the terms and conditions set forth in this Agreement
and for the period of time set forth in Exhibit B (the “Employment Period”), which Employment
Period shall be the term of this Agreement.



     2.2     Duties.



          (a)     The Employee will serve in the position set forth on Exhibit B and will
devote his/her full business time, attention, skill, and energy exclusively to the business of the
Employer, will use his/her best efforts to promote the success of the Employer’s business, and
will cooperate fully with the senior management of the Employer in the advancement of the best
interests of the Employer.




          (b)     With the prior written consent of the CEO, which consent may be revoked
by the CEO at any time and for any reason, the Employee may engage in the following activities
during the Employment Period so long as such activities do not, in the sole judgment of the
CEO, interfere or conflict with Employee’s duties to Employer as set forth in Section 2.2(a)
above: (i) serve on corporate, civic, religious, educational, and/or charitable boards or
committees; (ii) deliver lectures, fulfill speaking engagements, or teach at educational
institutions without receiving any compensation other than reimbursement of expenses, nominal
stipends, or similar forms of compensation; and (iii) manage his/her personal investments,
provided that such investments do not conflict with the Employee’s duties and responsibilities
under this Agreement. If the Employee is appointed or elected an officer or director of the
Employer or any Affiliate, the Employee will fulfill his/her duties as such officer or director
without additional compensation. Upon termination of this Agreement for any reason, the
Employee automatically resigns as of such date as an officer and director of the Employer and
each Affiliate of which he/she is an officer or director, if any.




      



      



      



					
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     2.3     Location. The Employee’s primary place of employment hereunder shall be as
set forth in Exhibit B.



3.     Compensation and Benefits. The compensation and benefits payable and provided
to the Employee under this Agreement shall constitute the full consideration to be paid to the
Employee for all services to be rendered by the Employee to the Employer and its Affiliates in all
capacities.




     3.1     Base
Salary. During the first year of this Agreement, the Employee will be paid
an annual salary as set forth on Exhibit B (“Base Salary”), payable in periodic installments
according to the Employer’s customary payroll practices. In subsequent years, Base Salary may
be adjusted taking into account Employee’s performance, company operating results, and
industry practices.



     3.2     Benefits. The Employee (and the Employee’s spouse and dependents, where
applicable) shall be permitted to participate in such 
401(k) plan (or similar qualified plan) and
any welfare benefit plan, program, or fringe benefit made available to other similarly situated
employees that may be in effect from time to time, subject to the Employee (and the Employee’s
spouse and dependents, where applicable) meeting the eligibility requirements under the terms of
each of those plans (collectively, the “Benefits”). However, the Employer may modify or
terminate any employee benefit plan or program at any time and in the Employer’s sole
discretion, so long as such modification or termination equally affects all of the Employer’s
similarly situated employees.



     3.3     Annual Bonus. During the term of this Agreement, the Employee shall be
eligible to participate in an annual bonus plan. The bonus plan and any amounts payable
there under may take into consideration personal performance and contribution, operational and
financial results, and other achievements attributable to Employee’s accomplishments
(“Bonus”).
Employee’s participation in and opportunity to receive compensation pursuant to such plan will
be consistent with the participation and opportunity of similarly situated employees and shall in
any event be subject to the approval of the Board of Directors or relevant Board Committee of
TOUSA, Inc. The bonus plan applicable to Employee under this Agreement is as described in
Exhibit B.



     3.4     Business Expenses. In accordance with the rules and policies that the Employer
may establish from time to time, the Employer shall reimburse the Employee for business
expenses reasonably incurred by him/her in the performance of his/her duties hereunder in
accordance with the Employer’s documentation guidelines as may be in effect from time to time.



     3.5     Vacation. The Employee shall be entitled to the vacation period per calendar
year as set forth on Exhibit B (prorated for less than a full year). Unused vacation time not to
exceed an aggregate of Two (2) weeks for all prior years may be accumulated or carried over
from year to year. The Employee shall not be entitled to any compensation for unused vacation
time except as provided in Section 4.



      



      



      



					
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     3.6     Office and Support Staff. During the Employment Period, the Employee shall
be entitled to an office, furnishings, other appointments, and secretarial or other assistants as
Employer shall determine are reasonably necessary to perform the Employee’s duties and obligations
as set forth herein and comparable to other similarly situated employees of the Employer and its
Affiliates.



4.     Termination.




     4.1     Death; Disability. This Agreement will terminate automatically upon the Death
or Disability of the Employee.



     4.2     Termination Notice. Any termination of the Employee’s employment other than
a termination pursuant to Section 4.1 hereof shall be by written notice to the other party,
indicating the specific termination provision in this Agreement relied upon, if any, and setting
forth in reasonable detail the facts and circumstances claimed to
provide a basis for the termination of the Employee’s employment under the provision so indicated. The date of the
Employee’s termination of employment shall be specified in such notice; provided, however, that
such date may not be earlier than any applicable cure periods as set forth herein and, if a
termination is being effected by the Employee for any reason, such date shall in any event not be
less than six (6) months from the date the written notice is given to the Employer (the “Required
Notice”), during which period Employee shall continue to perform in accordance with this
Agreement unless such performance is waived by the Employer by written notice to the
Employee. Failure to provide the Required Notice or to perform in accordance with in this
Agreement during this period shall be deemed a material breach of this Agreement by the
Employee.



     4.3     Termination Pay. Upon termination of the Employee’s employment, the
Employer will be obligated to pay or provide the Employee or the Employee’s estate, as the case
may be, only such compensation and Benefits as are provided in this Section 4.3 and, if
applicable, in Section 5.3 hereof.



          (a)     Termination by the Employer for Cause; Resignation of the Employee
without Good Reason or Required Notice; Resignation of the Employee by Election of
Non-Continuation. If (i) the Employer terminates the Employee’s employment for Cause; (ii) the
Employee terminates his/her employment for any reason other than Good Reason; (iii) the
Employee terminates his/her employment for any reason without the Required Notice; or (iv) the
Employee terminates his/her employment by Election of Non-Continuation, then: the Employee
shall be entitled to receive the Accrued Obligations from the Employer, payable to Employee
within thirty (30) Business Days after the date of termination. Except as specifically provided
herein, the Employee shall not be entitled to any other payments or Benefits pursuant to this
Agreement.




          (b)     Termination due to Disability or upon Death. If the Employee’s
employment is terminated due to Disability or upon the Employee’s death, the Employee or the
Employee’s estate, as the case may be, shall be entitled to receive from the Employer the sum of
the following, payable to Employee or Employee’s legal representative within thirty (30)
Business Days after the date of termination: (i) the Accrued Obligations and (ii) the Pro-Rata
Bonus.




      



      



      



					
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          (c)     Termination by the Employee due to Good Reason or by the Employer without
Cause. If the Employee’s employment is terminated by the Employer without Cause or by the
Employee for Good Reason, the Employee shall be entitled to receive from the Employer: (i) the
Termination Payment, and (ii) if the Employee timely elects continuation coverage under the
Employer’s group health plan, an amount equal to the monthly premium charge for such coverage for
the then remaining term of the Employment Period or one year whichever is greater at the active
employee premium rate for similar coverage.




     4.4     Release and Waiver. Notwithstanding anything in Section 4.3 to the contrary,
the Employee shall not be entitled to any payment or Benefit pursuant to Section 4.3, except for
Accrued Obligations as required by law, unless the Employee has delivered to the Employer a general
release, signed and in a form acceptable to the Employer, that releases the Employer and its
Affiliates, and all their respective officers, directors, employees, and agents from any and all
claims of any kind that the Employee may have arising out of the Employee’s relationship with the
Employer or any of its Affiliates or the termination of employment, but excluding any claims
arising under this Agreement, and such release has become irrevocable.



5.     Non-Competition and Non-interference.




     5.1     Acknowledgements. The Employee acknowledges that (a) the services to be
performed by him/her under this Agreement are of a special, unique, unusual, extraordinary, and
intellectual character and (b) the provisions of this Section 5 are reasonable and necessary to
protect the Confidential Information, goodwill, and other business interests of the Employer and
its Affiliates.



     5.2     Covenants of the Employee. The Employee covenants that he/she will not,

directly or indirectly:



          (a)     during the Non-Compete Period, without the express prior written consent
of the Board of Directors, as owner, officer, director, employee, stockholder, principal,
consultant, agent, lender, guarantor, cosigner, investor, or trustee of any corporation, partnership,
proprietorship, joint venture, association, or any other entity of any nature, engage,
directly or
indirectly, in the Business in (i) any county in any state, or any county contiguous with a county,
in which the Employer or any of its Affiliates is conducting Business activities or has conducted
Business activities in the twelve (12) months prior to termination, and (ii) any county in which
the Employer or any of its Affiliates is conducting other business; provided, however, that the
Employee may purchase or otherwise acquire for passive investment up to three percent (3%) of
any class of securities of any such enterprise under Section 12(g) of the Securities Exchange Act
of 1934;




          (b)     whether for the Employee’s own account or for the account of any other
person at any time during his/her employment with the Employer or its Affiliates (except for the
account of the Employer and its Affiliates) and the Non-Compete Period, solicit Business of the
same or similar type being carried on by the Employer or its Affiliates, whether or not the
Employee had personal contact with such person or entity during the Employee’s employment with the
Employer:




      



      



      



					
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          (c)     whether for the Employee’s own account or the account of any other
person and at any time during his/her employment with the Employer or its Affiliates and the
Non-Compete Period, (i) solicit, employ, or otherwise engage as an employee, independent
contractor, or otherwise, any person who is an employee of the Employer or an Affiliate, or in
any manner induce, or attempt to induce, any employee of the Employer or its Affiliates to
terminate his/her employment with the Employer or its Affiliate; or (ii) interfere with the
Employer’s or its Affiliate’s relationship with any person or entity that, at any time during the
Employment Period, was an employee, contractor, supplier, or customer of the Employer or its
Affiliate; or




          (d)     at any time after the termination of his/her employment, disparage the
Employer or its Affiliates or any shareholders, directors, officers, employees, or agents of the
Employer or any of its Affiliates, so long as the Employer does not disparage the Employee;



provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) of this Section 5.2
shall not apply if the Employee’s employment is terminated pursuant to Section 4.3(c) hereof. If
any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy,
such covenant will be considered to be divisible with respect to scope, time, and geographic area,
and such lesser scope, time, or geographic area, or all of them, as a court of competent
jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be
effective, binding, and enforceable against the Employee. The Employee hereby agrees that this
covenant is a material and substantial part of this Agreement and that: (i) the geographic
limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is
not made for the purpose of limiting competition per se and is reasonably related to a
protectable business interest of the Employer. The period of time applicable to any covenant in
this Section 5.2 will be extended by the duration of any violation by the Employee of such
covenant.




          5.3     Covenants of the Employer. The Employer covenants and agrees that, during
the Non-Compete Period, the following provisions shall apply:




                    (a)     if the Employee’s employment is terminated due to the death or Disability
of the Employee, for Cause by the Employer, or by the Employee without having provided the
Required Notice, no additional compensation shall be payable or Benefits provided to the
Employee during the Non-Compete Period except as specifically provided for in Section 4.3
hereof.




                    (b)     In addition to the compensation payable or Benefits to be provided to the
Employee as provided in Section 4.3 hereof, if the Employee’s employment is terminated for any
reason other than as set forth in Section 5.3(a) hereof, the Employer shall continue to (i) pay to
the Employee during the Non-Compete Period the Base Salary as provided herein and (ii)
provide all the Benefits to the Employee (and the Employee’s spouse and dependents, as
applicable) that the Employer would have provided pursuant to this Agreement, in both cases as
if the Employee remained employed by the Employer during the Non-Compete Period, unless the
Employer is prohibited from providing any such Benefits pursuant to applicable law.




      



      



      



					
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          (c)     Notwithstanding the foregoing provisions of this Section 5.3, (i) the Employer may
pay to the Employee the cash equivalent of any Benefit that the Employer is otherwise obligated to
provide the Employee in lieu of providing such Benefit, and (ii) the Employer shall have the right,
at any time, to release the Employee from the covenants contained in this Section 5, at which time
the Employee’s right to receive and the Employer’s obligation to make any payments or provide any
Benefits under this Section 5.3 shall terminate upon the payment by the Employer to the Employee of
all amounts due under this Section 5.3 up to and including the date of such release. In
consideration of item (i); the Company agrees to pay the cash equivalent equal to what it would
cost the Employee to obtain and individual health policy.




6.     Non-Disclosure Covenant




     6.1     Acknowledgments by the Employee. The Employee acknowledges that (a) the Employee will be afforded access to Confidential Information; (b) public disclosure of such
Confidential Information would have an adverse effect on the Employer and its Affiliates and its
business; and (c) the provisions of this Section 6 are reasonable and necessary to prevent the
improper use or disclosure of Confidential Information.



     6.2     Covenants of the Employee. The Employee covenants as follows:



          (a)     Confidentiality. During and after his/her employment with the Employer
and its Affiliates, the Employee will hold in confidence the Confidential Information and will not
disclose such Confidential Information to any person other than in connection with the
performance of his/her duties and obligations hereunder, except with the specific prior written
consent of the Board of Directors or the CEO; provided, however, that the parties agree that this
Agreement does not prohibit the disclosure of Confidential Information where applicable law
requires in response to subpoenas and/or orders of a governmental agency or court of competent
jurisdiction. In the event that the Employee is requested or becomes legally compelled under the
terms of a subpoena or order issued by a court of competent jurisdiction or by a governmental
body to disclose Confidential Information, the Employee agrees that he/she will (i) immediately
provide the Employer with written notice of the existence, terms, and circumstances, surrounding
such request(s) so that the Employer may seek an appropriate protective order or other
appropriate remedy, (ii) cooperate with the Employer in its efforts to decline, resist, or narrow
such requests, and (iii) if disclosure of such Confidential Information is required in the opinion
of counsel, exercise reasonable efforts to obtain an order or other reliable assurance that
confidential treatment will be accorded to such disclosed information.




          (b)     Trade Secrets. Any and all trade secrets of the Employer and its
Affiliates will be entitled to all the protections and benefits under the federal and state trade
secret and intellectual property laws and any other applicable law. If any information that the
Employer or any of its Affiliates deems to be a trade secret is found by a court of competent
jurisdiction not to be a trade secret for purposes of this Agreement, such information will,
nevertheless, be considered Confidential Information for the purposes of this Agreement, so long
as it otherwise meets the definition of Confidential Information. The Employee hereby waives any
requirement that the Employer or any of its Affiliates submit proof of the economic value of any
trade secret or post a bond or other security.




      



      



      



					
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          (c)     Removal. The Employee will not remove from the premises of the
Employer or any of its Affiliates (except to the extent such removal is for purposes of the
performance of the Employee’s duties at home or while traveling, or except otherwise
specifically authorized by the Employer or the applicable Affiliate) any document, record,
notebook, plan, model, component, device, or computer software or code, whether embodied in a
disk or in any other form belonging to the Employer or any of its Affiliates or used in the
business of the Employer or of any of its Affiliates (collectively, the “Proprietary Items”). All of
the Proprietary Items, whether or not developed by the Employee, are the exclusive property of
the Employer or its applicable Affiliate. Upon termination of his/her employment, or upon the
request of the Employer during the Employment Period, the Employee will return to the
Employer all of the Proprietary Items and Confidential Information in the Employee’s
possession or subject to the Employee’s control, and the Employee shall not retain any copies,
abstracts, sketches, or other physical embodiments in electronic form or otherwise, of any
such Proprietary Items or Confidential Information.




          (d)     Development of Intellectual Property. Any and all writings, inventions,
improvements, plans, designs, architectural work papers, drawings, processes, procedures, and/or
techniques (“Intellectual Property”) which the Employee (i) made, conceived, discovered, or
developed, either solely or jointly with any other person or persons, at any time when the
Employee was an employee of the Employer or any of its Affiliates whether pursuant to this
Agreement or otherwise, whether or not during working hours, and whether or not at the request
or upon the suggestion of the Employer or any of its Affiliates, which relate to or were useful in
connection with any business now or hereafter carried on or contemplated by the Employer or
any of its Affiliates, including developments or expansions of its fields of operations, or (ii) may
make, conceive, discover, or develop, either solely or jointly with any other person or persons, at
any time when the Employee is an employee of the Employer or its Affiliates, whether or not
during working hours and whether or not at the request or upon the suggestion of the Employer
or any of its Affiliates, which relate to or are useful in connection with any business now or
hereafter carried on or contemplated by the Employer or any of its Affiliates, including
developments or expansions of its present fields of operations, shall be the sole and exclusive
property of the Employer and its Affiliates. The Employee shall make full disclosure to the
Employer of all such Intellectual Property and shall do everything necessary or desirable to vest
the absolute title thereto in the Employer. The Employee shall write and prepare all
specifications and procedures regarding such Intellectual Property and otherwise aid and assist
the Employer so that the Employer can prepare and present applications for copyright, patent, or
trademark protection therefor and can secure such copyright, patent, or trademark wherever
possible, as well as reissues, renewals, and extensions thereof, and can obtain the record title to
such copyrights, patents, or trademarks so that the Employer or its designated Affiliate shall be
the sole and absolute owner thereof in all countries in which it may desire to have copyright,
patent, or trademark protection. The Employee shall not be entitled to any additional or special
compensation or reimbursement regarding any and all such Intellectual Property.




      



      



      



					
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7.     General Provisions of Sections 5 and 6.




     7.1     Injunctive Relief and Additional Remedy. The Employee acknowledges that
the injury that would be suffered by the Employer and its Affiliates as a result of a breach of the
provisions of Sections 5 and 6 of this Agreement would be irreparable and that an award of
monetary damages to the Employer for such a breach may be an inadequate remedy.
Consequently, the Employer will have the right, in addition to all other rights, to seek injunctive
relief to restrain any breach or threatened breach or otherwise to specifically enforce any
provision of this Agreement. The Employee waives any requirement that the Employer secures
or posts any bond in conjunction with any such remedies. The Employee further agrees to and
hereby does submit to in personam jurisdiction before each and every court for that purpose.
Without limiting the rights of the Employer or of any of its Affiliates under this Section 7 or any
other remedies available to the Employer or its Affiliates, if the Employee breaches any other
provisions of Sections 5 and 6 and such breach is proven in a court of competent jurisdiction, the
Employer will have the right to cease making any payments or providing Benefits otherwise due
to the Employee under this Agreement.



     7.2     Covenants of Sections 5 and 6 are Essential and Independent Covenants. The
covenants of the Employee in Sections 5 and 6 hereof are essential elements of this Agreement, and
without the Employee’s agreement to comply with such covenants, the Employer would not have entered
into this Agreement or continued the employment of the Employee. The Employer and the Employee have
independently consulted their respective counsel and have been advised in all respects concerning
the reasonableness and propriety of such covenants, with specific regard to the nature of the
business conducted by the Employer and its Affiliates. In addition, the Employee’s covenants in
Sections 5 and 6 are independent covenants and the existence of any claim by the Employee against
the Employer under this Agreement or otherwise will not excuse the Employee’s breach of any
covenant in Sections 5 or 6. Notwithstanding anything in the Agreement to the contrary, the
covenants and agreements of the Employee in Sections 5 and 6 shall survive the termination of the
Agreement, except as provided below.



8.     General Provisions.




     8.1     Indemnification. The Employer shall indemnify and hold harmless the Employee
to the fullest extent permitted by applicable law against all costs (including reasonable
attorneys’ fees and costs), judgments, penalties, fines, amounts paid in settlements, interest, and
all other liabilities incurred or paid by the Employee in connection with the investigation,
defense, prosecution, settlement, or appeal of any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative and to which the Employee
was or is a party or is threatened to be made a party by reason of the fact that the Employee is or
was an officer, employee, director or agent of the Employer or its Affiliates, including any
property owner or condominium association that the Employee has been asked to serve on by the
Employer, or by reason of anything done or not done by the Employee in any such capacity or
capacities, provided that the Employee acted in good faith and in a manner the Employee reasonably
believed to be in or not opposed to the best interests of the Employer or any of its Affiliates,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her
conduct was unlawful. The Employer also shall pay any and all



      



      



      



					
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expenses (including reasonable attorney’s fees) incurred by the Employee as a result of the
Employee being called as a witness in connection with any matter involving the Employer and/or any
of its officers or directors. Nothing herein shall limit or reduce any rights of indemnification to
which the Employee might be entitled under the organizational documents of the Employer or as
allowed by applicable law.




     8.12     Compliance
with Section 409A.



          (a)     General. It is the intention of both the Employer and the Employee that
the benefits and rights to which the Employee could be entitled pursuant to this Agreement
comply with Section 409A of the Code and the Treasury Regulations and other guidance
promulgated or issued thereunder (“Section 409A”), to the extent that the requirements of
Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a
manner consistent with that intention. If the Employee or the Employer believes, at any time,
that any such benefit or right that is subject to Section 409A does not so comply, it shall
promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of
such benefits and rights such that they comply with Section 409A (with the most limited possible
economic effect on the Employee and on the Employer).




          (b)     Distributions on Account of Separation from Service. If and to the
extent required to comply with Section 409A, no payment or benefit required to be paid under this
Agreement on account of termination of Employee’s employment shall be made unless and until
Employee incurs a “separation from service” within the meaning of Section 409A.




          (c)     6
Month Delay for Specified Employees. (i) If Employee is a “specified
employee”, then no payment or benefit that is payable on account of Employee’s “separation
from service”, as that term is defined for purposes of Section 409A, shall be made before the
date that is six months after Employee’s “separation from service” (or, if earlier, the date of
Employee’s death) if and to the extent that such payment or benefit constitutes deferred
compensation (or may be nonqualified deferred compensation) under Section 409A and such
deferral is required to comply with the requirements of Section 409A. Any payment or benefit
delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the
end of such required delay period in order to catch up to the original payment schedule, and (ii)
for purposes of this provision, Employee shall be considered to be a “specified employee” if, at
the time of his or her separation from service, Employee is a “key employee”, within the
meaning of Section 416(i) of the Code, of Employer (or any person or entity with whom
Employer would be considered a single employer under Section 414(b) or Section 414(c) of the
Code) any stock in which is publicly traded on an established securities market or otherwise.




          (d)     No Acceleration of Payments. Neither Employer nor Employee,
individually or in combination, may accelerate any payment or benefit that is subject to Section
409A, except in compliance with Section 409A and the provisions of this Agreement, and no
amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be
paid without violating Section 409A.




      



      



      



					
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          (e)     Treatment of Each Installment as a Separate Payment. For purposes
of applying the provisions of Section 409A to this Agreement, each separately identified amount
to which Employee is entitled under this Agreement shall be treated as a separate payment. In
addition, to the extent permissible under Section 409A, any series of installment payments under
this Agreement shall be treated as a right to a series of separate payments.




          (f)     Taxable
Reimbursements and In-Kind Benefits. (i) Any
reimbursements by Employer to Employee of any eligible expenses pursuant to this Agreement that are
not excludable from Employee’s income for Federal income tax
purposes (the “Taxable Reimbursements”)
shall be made by no later than the last day of the taxable year of Employee following the year in
which the expense was incurred, (ii) the amount of any Taxable Reimbursements, and the value of any
in-kind benefits to be provided to Employee under the Agreement, during any taxable year of
Employee shall not affect the expenses eligible for reimbursement, or in-kind benefits to be
provided, in any other taxable year of Employee, and (iii) the right to Taxable Reimbursement, or
in-kind benefits, shall not be subject to liquidation or exchange for another benefit.




          (g)     Tax
Gross-Ups. Payment of any tax reimbursements must be made by
no later than the end of the taxable year of Employee following the taxable year of Employee in
which Employee remits the related taxes.




     8.2     Waiver. The rights and remedies of the parties to this Agreement are cumulative
and not alternative. Neither the failure nor any delay by either party in exercising any right or
privilege under this Agreement will operate as a waiver of such right or privilege, and no single
or partial exercise of any such right or privilege will preclude any other or further exercise of any
right or privilege. To the maximum extent permitted by applicable law, any claim or right
arising out of this Agreement may only be discharged by a waiver or renunciation of the claim or
right in writing signed by the other party.



     8.3     Successors.



          (a)     This Agreement is personal to the Employee and shall not be assignable
by the Employee, other than economic rights that may be assigned by will or the laws of descent
and distribution. This Agreement shall inure to the benefit of and be enforceable by the
Employee’s legal representatives.




          (b)     This Agreement shall inure to the benefit of and be binding upon the
Employer and its successors and assigns. Any successor (whether direct or indirect, by purchase,
merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of
TOUSA, Inc. shall perform this Agreement in the same manner and to the same extent that the
Employer would be required to perform it if no such succession had taken place. The Employer
agrees to fully disclose this Agreement and its binding effect to any successor or potential
successor and will require any successor to expressly acknowledge its assumption of this
Agreement and such successor’s obligation to perform this Agreement in the same manner and to
the same extent that the Employer would be required to perform it if no such succession had
taken place.




          (c)     As used in this Agreement, “Employer” shall mean the Employer as
defined above and any successor to its business and/or assets by operation of law or
otherwise.




      



      



      



					
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     8.4     Notices. All notices, consents, waivers and other communication required
under this Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written
confirmation of delivery), provided that a copy is mailed by certified mail, return receipt
requested, the same day or the next Business Day, or (c) when received by the addressee, if sent by
a nationally recognized overnight delivery service, in each case to the appropriate addresses and
facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may
designate by notice to the other parties):


If to the Employer:



 



TOUSA, Inc.

4000 Hollywood Blvd., Suite 500-N

Hollywood, FL 33021

Attn: Clint Ooten, VP Administration & Director of Human Resources

Facsimile No.: (954)364-4038



 



If to the Employee:




George Yeonas

6428 Divine Street

McLean, VA 22101




     8.5     Entire Agreement; Supersedure. This Agreement, together with the Exhibits
attached hereto, contains the entire agreement between the parties with respect to the subject
matter hereof, and expressly terminates, rescinds, replaces, and supersedes all prior and
contemporaneous agreements and understandings, oral or written, between the parties with
respect to the subject matter hereof.



     8.6     Governing Law; Submission to Jurisdiction; Mediation.



          (a)     THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF
THE STATE OF FLORIDA WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE FEDERAL COURT IN BROWARD COUNTY,
FLORIDA, FOR THE PURPOSES OF ANY PROCEEDINGS ARISING OUT OF THIS
AGREEMENT, AND HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY AND
AGREES THAT ANY PROCEEDING SHALL INSTEAD BE DECIDED BY A JUDGE
SITTING WITHOUT A JURY.




          (b)     If a party initiates legal proceedings to enforce this Agreement, the non-
prevailing party in the proceedings shall pay to the prevailing party, upon demand, all costs and
expenses (including reasonable legal fees and costs) incurred by the prevailing party as a result
of the proceedings (i.e., “loser pays”).




      



      



      



					
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          (c)     Prior to commencement of any legal proceeding or at any time after commencement of
any legal proceeding, Employee agrees that, upon request of Employer, and at the expense of the
Employer, any dispute between Employee and Employer shall be presented for non-binding mediation by
a third party mediator. In the event that Employee fails to comply with his/her obligation to
participate in mediation as required herein, such failure shall constitute a breach of this
Agreement by Employee entitling Employer to damages.




     8.7     Severability. If any provision of this Agreement is held invalid or unenforceable
by any court of competent jurisdiction, the other provisions of this Agreement will remain in full
force and effect, unless the absence of such invalid or unenforceable provision materially alters
the rights or obligations of either party hereto. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the extent not held
invalid or unenforceable, unless the absence of such invalid or unenforceable portion of such
provision materially alters the rights or obligations of either party hereto.



     8.8     Tax Withholding and Reporting. The Employer shall withhold from all
payments hereunder all applicable taxes that it is required to withhold with respect to payments
and Benefits provided under this Agreement and shall report all such payments and withholdings
to the appropriate taxing authorities as required by applicable law.



     8.9     Amendments and Waivers. This Agreement may not be modified, waived, or
discharged unless such waiver, modification, or discharge is agreed to in writing and signed by
the Employee and the CEO, subject to authorization of the Board of Directors. Any waiver by
either party hereto shall be specific to the event and shall not be deemed a waiver of any other
event.



     8.10     Survival. The provision of provisions of Sections 4, 5, 6, 7, and 8 shall survive
the termination of this Agreement.



     8.11     Counterparts. This Agreement may be executed in any number of counterparts,
by original or facsimile signatures, each of which shall constitute an original and all of which
taken together shall constitute one and the same instrument.



     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective for
all purposes as of the Effective Date.



	 	 	 	 	 
	TOUSA, Inc.	 	 
	 
	 	 	 	 
	By:
	 	/s/ Clint Ooten	 	/s/ George Yeonas
	 

	 	 
	 	 
	 

	 	Name: Clint Ooten
	 	Name: George Yeonas
	 

	 	Titled: VP Administration & Human Resources	 	 






      



      



      



					
	George Yeonas Employment Agreement
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Exhibit A

Definitions



“Accrued Obligations” means, at the relevant date, the sum of the following: (i) the
Employee’s earned or accrued, but unpaid, Base Salary through the date of termination of the
Employee’s employment; (ii) any Bonus earned or accrued and vested, but unpaid; (iii) the economic
value of any of the Employee’s accrued, but unused, vacation time; and (iv) any unreimbursed
business expenses incurred by the Employee.



“Affiliate” means a person or entity who or which, (i) with respect to an entity, directly
or indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with, such entity; or (ii) with respect to the Employee, is a parent, spouse, or issue of
the Employee, including persons in an adopted or step relationship.



“Board of Directors” means the board of directors of TOUSA, Inc.



“Business” means the business of buying, developing, marketing, or selling land appropriate
for residential development or construction, or the business of design, construction, promotion,
marketing, or sale of, single-family residences, townhouses, and condominiums.



“Business Day” shall mean any day other than a Saturday, Sunday or bank holiday recognized
in Hollywood, Florida.



“Cause” means:




     (a)     an act of fraud, misappropriation, or personal dishonesty taken by the Employee
at the expense of the Employer or an Affiliate, including, but not limited to, the willful engaging
by the Employee in illegal conduct or gross misconduct that is or reasonably could be injurious
to the Employer;



     (b)     the material violation by the Employee of any obligation of the Employee under
this Agreement, including but not limited to, the willful or continued failure of the Employee to
perform substantially the Employee’s duties with the Employer or its Affiliates (other than such
failure resulting from Disability) or the failure of the Employee to meet the financial or other
business objectives incumbent upon Employee as a result of Employee’s position, which
violation or failure is not remedied within ten (10) Business Days after receipt of written notice
or demand for substantial performance or corrective action is delivered to the Employee by the
CEO which identifies the manner in which the CEO believes that the Employee has not
substantially performed the Employee’s duties or has violated an obligation under this
Agreement;



     (c)     the conviction, or plea of nolo contendere, of the Employee for any felony or any
misdemeanor involving moral turpitude;



      



      



      



					
	George Yeonas Employment Agreement
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     (d)     a material violation of any express direction of the Board of Directors, the CEO,
or supervisor of the Employee, or a material violation of any rule, regulation, policy or plan
established or approved by the Board of Directors or the CEO from time to time regarding the
conduct of the Employer’s employees and/or its business, or



     (e)     failure of the Employee to provide the Required Notice to Employer and to fully comply
with all requirements of Section 4.2 of this Agreement.



“Confidential Information” means any and all intellectual property of the Employer (or any
of its Affiliates), including but not limited to:




     (a)     trade secrets concerning the business and affairs of the Employer (or any of its
Affiliates), product specifications, data, know-how, formulae, compositions, processes, designs,
sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and
planned research development, current and planned manufacturing or distribution methods and
processes, customer lists, current and anticipated customer requirements, price lists, market
studies, business plans, computer software and programs (including object code and source
code), computer software and database technologies, systems, structures, and architectures (and
related formulae, compositions, processes, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information), and any other information,
however documented, that is a trade secret under federal, state or other applicable law; and



     (b)     information concerning the business and affairs of the Employer (or any of its
Affiliates) (which includes historical financial statements, financial projections and budgets,
historical and projected sales, capital spending budgets and plans, the names and backgrounds of
key personnel, personnel training and techniques and materials), however documented; and
notes, analysis, compilations, studies, summaries, and other material prepared by or for the
Employer (or any of its Affiliates) containing or based, in whole or in part, on any information
included in the foregoing.



Notwithstanding
the foregoing, Confidential Information shall not include information otherwise
lawfully known generally by or readily accessible to the trade or general public other than by the
improper disclosure, directly or indirectly, by the Employee or an Affiliate of the Employee.



“Disability” means the inability of the Employee, due to the injury, illness, disease, or
bodily or mental infirmity, to engage in the performance of substantially all of the usual duties
of employment with the Employer as contemplated by Section 2.2 herein, such Disability to be
determined by the Board of Directors upon receipt and in reliance on competent medical advice from
one or more individuals, selected by the Board of Directors, who are qualified to give such
professional medical advice. The Employee must submit to a reasonable number of examinations by the
medical doctor making the determination of Disability, and the Employee hereby authorizes the
disclosure and release to the Employer of such determination and all supporting medical records. If
the Employee is not legally competent, the Employee’s legal guardian or duly authorized
attorney-in-fact will act in the Employee’s stead for the purposes of submitting the Employee to
the examinations, and providing the authorization of disclosure required hereunder.




      



      



      



					
	George Yeonas Employment Agreement
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It is expressly understood that the Disability of the Employee for a period of one hundred twenty
(120) calendar days or less in the aggregate during any period of twelve (12) consecutive months,
in the absence of any reasonable expectation that his/her Disability will exist for more than such
a period of time, shall not constitute a failure by him/her to perform his/her duties hereunder and
shall not be deemed a breach or default and the Employee shall receive full compensation for any
such period of Disability or for any other temporary illness or incapacity during the term of this
Agreement.



“Election of Non-Continuation” means election by the Employee to terminate his/her
employment with Employer in the event that: (a) Employee’s Base Salary or Annual Bonus is adjusted
after the first year of employment under this Agreement pursuant to Section 3.1 and 3.3, (b) such
adjustment results in a significant reduction of Employee’s total compensation, and (c) Employee
does not agree to the adjusted compensation schedule. In such instances, and in the absence of any
circumstances that constitutes Cause, the Employee may terminate employment with the Employer by
written notice to the Employer in compliance with the requirements of Section 4.2 this Agreement.
The date of termination set forth in such notice shall not be less than six (6) months from the
date of such notice.



“Employment
Period” means the term of the Employee’s employment under this Agreement.



“Fiscal Year” means the fiscal year of Employer.




“Good Reason” means:



     (a)     that without the Employee’s prior written consent and in the absence of Cause, one
or more of the following events occur:



             (i)     any material and adverse change in the Employee’s authority, duties, or responsibilities
as set forth in Section 2 and (a) Employee’s Base Salary or Annual Bonus is adjusted after the
first year of employment under this Agreement pursuant to Section 3.1 and 3.3, (b) such adjustment
results in a significant reduction of Employee’s total compensation, and (c) Employee does not
agree to the adjusted compensation schedule. In such instances, and in the absence of any
circumstances that constitutes Cause, the Employee may terminate employment with the Employer by
written notice to the Employer in compliance with the requirements of Section 4.2 this Agreement.
The date of termination set forth in such notice shall not be less than six (6) months from the
date of such notice.




             (ii)     the Employer requiring the Employee to be primarily based at any office more than
fifty (50) miles outside the metropolitan area of the Location as set forth in Exhibit B, excluding
travel reasonably required in the performance of the Employee’s responsibilities;




             (iii)     failure by the Employer to comply with and satisfy Section 8.3(b) of this
Agreement; or




      



      



      



					
	George Yeonas Employment Agreement
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          (iv)     the material violation by the Employer of a material obligation of the Employer
under this Agreement, which violation or failure is not remedied within ten (10) Business Days (or
such additional reasonable period of time if additional time is necessary to remedy) after receipt
of written notice or demand for substantial performance or corrective action is delivered to the
Employer by the Employee, delivered as required by this Agreement, which specifically identifies
the manner in which Employee believes that the Employer has not substantially performed the
Employer’s duties or violated an obligation under this Agreement; and



“Non-Compete Period” means the period beginning on the Effective Date and ending on the
first anniversary of the Employee’s termination of employment with the Employer.



“Pro Rata Bonus” shall mean a Bonus pro rated for the year in which the
Employee’s employment terminates for the year during which such termination occurs.



“Termination Payment” shall mean the following: (A) Base Salary for the greater of one year
or the then-remaining term of the Employment Period (as it may be increased from time to time
pursuant to this Agreement); (B) Bonus for the year in which Employee’s employment terminates,
determined in accordance with that set forth in Exhibit B of this Agreement; (C) Bonus for one year
equal to the target bonus in Exhibit B, item 5; (D) the Accrued Obligations, excluding any Bonus
amount which is captured in (B) above; and (E) the fair market value of any Benefits and
perquisites (other than health benefits, if paid to the Employee pursuant to subparagraph (ii) of
Section 4.3(c) of this Agreement) to be provided to the Employee for the then remaining term of the
Employment Period. The Termination Payment shall be payable to the Employee in accordance with the
Employer’s normal payroll practices for the remaining term of the Employment Period, all as if the
Employee remained actively employed by Employer. In the event of termination by the Employee due to
a Change of Control, the Termination Payment shall be paid in cash to the Employee on a date
determined by the Company that is on or before the earlier of (i) 30 Business Days after the date
on which the Employee’s employment terminates, and (ii) 2-1/2 months after the end of the taxable year
of the Employee in which the Change in Control occurs.




      



      



      



					
	George Yeonas Employment Agreement
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Exhibit B




Employment Agreement Terms For George Yeonas





	1.	 	Employment Period. The Employment Period referenced in Section 2.1 of the
Agreement shall begin on the Effective Date and end on December 31, 2009, unless
terminated earlier in accordance with the provisions of Section 4. This Agreement shall
automatically be renewed on the same terms and conditions for successive one (1) year
periods thereafter, each considered to be extensions of the initial Employment Period,
unless either Employer or Employee provides written notice to the other of its or his
election not to renew, such written notice to be provided at least six (6) months prior to
the expiration of the then applicable Employment Period.
	 
	2.	 	Position. The Employee will serve as Executive Vice President and Chief Operating
Officer of Employer. In this capacity, Employee will have such duties and
responsibilities as are reasonably consistent with such position or as may be assigned or
delegated to the Employee from time to time by the CEO or another executive or officer
of the Employer identified by the CEO to the Employee.
	 
	3.	 	Location. The Employee’s primary place of employment hereunder shall be at the offices
of the Employer or its Affiliates in the greater Hollywood, Florida metropolitan area,
unless the Employee consents otherwise in writing; provided, however, that the
Employee shall travel as reasonably necessary to perform his/her obligations and duties
to the Employer.
	 
	4.	 	Base Salary. Employee will be paid an annual salary of Seven Hundred Fifty Thousand
Dollars ($750,000), which Base Salary may be increased from time to
time during the Employment Period as set forth in Section 3.1 of the Agreement.
	 
	5.	 	Annual Bonus. For the Term of this Agreement, Employee is eligible to earn an annual
bonus, subject to the approval of the Board of Directors or relevant Board Committee.
Any bonus earned for any calendar year shall be paid in the immediately following
calendar year, as soon as practicable after the audited financial statements for Employer
for the year for which the bonus is earned have been released. The bonus amount for the
term of this agreement is One Hundred (100%) of Base Salary although this amount is
not capped and the Company may choose to increase the amount of the bonus payment at
their discretion.
	 
	6.	 	Vacation. Employee shall be entitled to Three (3) weeks of vacation per calendar year in
accordance with Section 3.5 of the Agreement.
	 
	7.	 	Notices. Any notices to be given to Employee as set forth in Section 8.4 of the
Agreement shall be to the address and facsimile number set forth in Section 8.4 of the
Agreement.





      



      



      



					
	George Yeonas Employment Agreement
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	8.	 	Certain Additional Payments by the Employer.
	 
	 	 	(a) Anything in this Agreement to the contrary notwithstanding, in the event it
shall be determined that any payment or distribution by the Employer to or for the
benefit of the Employee (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement, the Options or otherwise, but determined
without regard to any additional payments required under this Exhibit Paragraph
9) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of
the Internal Revenue Code or any interest or penalties are incurred by the
Employee with respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as the “Excise Tax”),
then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment” ) in an amount such that after payment by the Employee of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest or penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up
Payment, the Employee retains an amount of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payments.
	 
	 	 	(b) Subject to the provisions of this Exhibit Paragraph 9(c), all determinations
required to be made under this Exhibit Paragraph 9, including whether and when
a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made by
the Employer’s independent certified accountant or such other certified public
accounting firm as may be designated by the Employee (the “Accounting Firm”)
which shall provide detailed supporting calculations both to the Employer and the
Employee within fifteen (15) Business Days of the receipt of notice from the
Employee that there has been a Payment, or such earlier time as is requested by
the Employer, In the event that the Accounting Firm is serving as accountant or
auditor for the individual, entity or group effecting a change of control, the
Employee shall appoint another nationally recognized accounting firm to make
the determinations required hereunder (which accounting firm shall then be
referred to as the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by the Employer. Any Gross-Up
Payment, as determined pursuant to this Exhibit Paragraph 9, shall be paid by the
Employer to the Employee within five (5) Business Days of the receipt of the
Accounting Firm’s determination. Any determination by the Accounting Firm
shall be binding upon the Employer and the Employee. As a result of the
uncertainty in the application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Employer should have been
made (“Underpayment”), consistent with the calculations required to be made
hereunder. In the event that the Employer exhausts its remedies pursuant to this
Exhibit Paragraph 9(c) and the Employee thereafter is required to make a
payment of any Excise Tax, the Accounting Firm shall determine the amount of
the Underpayment that has occurred and any such Underpayment shall be promptly paid by
the Employer to or for the benefit of the Employee.





      



      



      



					
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	 	 	(c) The Employee shall notify the Employer in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Employer of the Gross-Up
Payment. Such notification shall be given as soon as practicable but no later than ten
(10) Business Days after the Employee is informed in writing of such claim and shall
apprise the Employer of the nature of such claim and the date on which such claim is
requested to be paid. The Employer shall not pay such claim prior to the expiration of the
30-day period following the date on which it gives such notice to the Employer (or such
shorter period ending on the date that any payment of taxes with respect to such claim is
due). If the Employer notifies the Employee in writing prior to the expiration of such
period that it desires to contest such claim, the Employee shall:
	 
	 	 	     (i) give the Employer any information reasonably requested by the Employer relating
to such claim;
	 
	 	 	     (ii) take such action in connection with contesting such claim as the Employer shall
reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney reasonably selected by the
Employer;
	 
	 	 	     (iii) cooperate with the Employer in good faith in order effectively to contest such
claim; and
	 
	 	 	     (iv) permit the Employer to participate in any proceedings relating to such claim;
	 
	 	 	provided, however, that the Employer shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such contest and
shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax
or income tax (including interest and penalties with respect thereto) imposed as a result
of such representation and payment of costs and expenses. Without limitation of the
foregoing provisions of this Exhibit Paragraph 9(c), the Employer shall control all
proceedings taken in connection with such contest and, at its sole option, may pursue or
forgo any and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either direct the
Employee to pay the tax claimed and sue for a refund or contest the claim in any
permissible manner, and the Employee agrees to prosecute such contest to a determination
before any administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Employer shall determine; provided, however, that if the Employer
directs the Employee to pay such claim and sue for a refund, the Employer shall, to the
extent permitted by law, advance the amount of such payment to the Employee on an
interest-free basis and shall indemnify and hold the Employee harmless, on an after-tax
basis, from any Excise Tax or





      



      



      



					
	George Yeonas Employment Agreement
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	 	 	income tax (including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance; and
further provided that any extension of the statute of limitations relating to payment of
taxes for the taxable year of the Employee with respect to which such contested amount is
claimed to be due is limited solely to such contested amount. Furthermore, the Employer’s
control of the contest shall be limited to issues with respect to which a Gross-Up
Payment would be payable hereunder and the Employee shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue Service or
any other taxing authority.
	 
	(d)	 	If, after the receipt by the Employee of an amount advanced by the Employer
pursuant to this Exhibit Paragraph 9(c), the Employee becomes entitled to receive any
refund with respect to such claim, the Employee shall (subject to the Employer’s complying
with the requirements of this Exhibit Paragraph 9 (c)) promptly pay to the Employer the
amount of such refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by the Employee of an amount advanced by the
Employer pursuant to this Exhibit Paragraph 9(c), a determination is made that the Employee
shall not be entitled to any refund with respect to such claim and the Employer does not
notify the Employee in writing of its intent to contest such denial of refund prior to the
expiration of thirty (30) days after such determination, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such advance shall
offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.
	 
	9.	 	Amendments to Exhibit A Definitions. Exhibit A of this Agreement shall
be amended and modified as follows:
	 
	 	 	“Good Reason” — the definition of “Good Reason” shall be amended to include as an
additional item (c) the occurrence of the event of a Change of Control, as set forth
below.
	 
	 	 	“Change of Control” means the occurrence of any of the following events,
each of which shall be determined independently of the others:
	 
	 	 	     (a) any “Person” (as defined below) becomes a “beneficial owner” (as such term is
used in Rule 13d-3 promulgated under the Exchange Act) of forty percent (40%) or more of
the stock of any member of the Consolidated Group (as defined below) entitled to vote in
the election of directors. For purposes of this Exhibit A, the term “Person” is used as
such term is used in Sections 13(d) and 14(d) of the Exchange Act; provided, however that
the term shall not include any member of the Consolidated Group, any trustee or other
fiduciary holding securities under an employee benefit plan of any member of the
Consolidated Group, or any corporation owned, directly or indirectly, by the shareholders
of any member of the Consolidated Group;





      



      



      



George Yeonas Employment Agreement 20  




 









 






	 	 	     (b) shareholders of any member of the Consolidated Group adopt a
plan of complete or substantial (eighty-five percent (85%) or more) liquidation or
an agreement providing for the distribution of all or substantially all of the assets
of such member;
	 
	 	 	     (c) any member of the Consolidated Group is party to a merger,
consolidation, other form of business combination or a sale of all or substantially
all (eighty-five percent (85%) or more) of its assets, unless the business of such
member is continued following any such transaction by a resulting entity (which
may be, but need not be, such member) and the shareholders of such member
immediately prior to such transaction (the “Prior Shareholders”) hold, directly or
indirectly, at least forty percent (40%) of the voting power of the resulting entity
(there being excluded from the voting power held by the Prior Shareholders, but
not from the total voting power of the resulting entity, any voting power received
by Affiliates of a party to the transaction (other than such member) in their
capacities as shareholders of such member); provided, however, that a merger or
consolidation effected to implement a recapitalization of such member (or similar
transaction) in which no Person acquires more than thirty percent (30%) of the
combined voting power of such member’s then outstanding securities shall not
constitute a Change in Control; or
	 
	 	 	     (d) any member of the Consolidated Group is a subject of a “Rule 13e-
3 transaction” as that term is defined in Exchange Act Rule 13e-3, and the first
purchase has been made pursuant to such transaction.
	 
	 	 	Notwithstanding the foregoing, if, immediately after the occurrence of any event enumerated
above, the Continuing Directors control the majority of the Board of Directors of the
Company (or, in the case of any merger or combination in which the Company is not the
surviving entity, continue to constitute a majority of the board of directors of such
successor entity), such event shall not constitute a Change of Control for purposes of this
Agreement until such time as the Continuing Directors no longer constitute a majority of
the Board of Directors of the Company (or the successor entity, if applicable). “Continuing
Directors” for this purpose means the members of the Board of Directors of the Company on
the Effective Date, provided that any person becoming a member of the Board of Directors of
the Company subsequent to such date whose election or nomination for election was supported
by a majority of the directors who at the time of the election or nomination for election
comprised the Continuing Directors shall be considered to be a Continuing Director.
	 
	 	 	In the event of a Change of Control, Employee may, within sixty (60) Business Days of
learning of the occurrence the event, terminate employment with the Employer by written
notice to the Employer (which definition shall include Employer’s successor as set forth
in Section 8.3(c) of this Agreement). The date of the Employee’s termination of employment
shall be specified in such notice, provided, however, that such date shall not be less
than one (1) month from the
date written notice is given to the Employer, notwithstanding anything to the contrary in
this Agreement.





      



      



      



					
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	 	 	“Consolidated Group” shall mean (i) the group of companies composed of Technical
Olympic S.A. or the Company, and (ii) any successor or surviving company of any of the
foregoing entities.
	 
	 	 	“Termination Payment” the definition of Termination Payment shall be amended to
include the following: in the event of termination by the Employee due to a Change of
Control, the Termination Payment shall be paid in cash to the Employee within 60 days of
the date of the Employee’s termination.






	 	 	 	 	 
	Initials:

	 	GY	 	George Yeonas
	 

	 	 	 	 
	 

	 	CO	 	Clint Ooten
	 

	 	 	 	 





      



      



      




					
	George Yeonas Employment Agreement
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