EX-10.5






EXHIBIT 10.5




SECOND AMENDMENT TO THE 2005 AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




Second Amendment, dated as of December 26, 2006 (this “Amendment”), to the 2005
Amended and Restated Employment Agreement, dated as of April 15, 2005, by and between Avatar
Properties Inc., a Florida corporation (the “Company”), and Michael F. Levy (the
“Employee”).



W I T N E S S E T H:




WHEREAS, the Company and the Employee entered into the 2005 Amended and Restated Employment
Agreement, dated as of April 15, 2005, and the first amendment thereto, dated as of September 28,
2005 (as amended, the “Agreement”); and



WHEREAS, the Company and the Employee desire to amend the Agreement as set forth in this
Amendment.



NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations
hereinafter set forth, the Company and the Employee, intending to be legally bound, hereby agree as
follows:



1. Clause (ii) of Section 3(b) of the Agreement is hereby amended by deleting the following
phrase:



“, but no later than thirty (30) days after the end of each calendar
year in respect of which the Annual Bonus is earned”



2. The heading to Section 6(f) of the Agreement is hereby deleted and replaced in its entirety
with the following:



“Change in Control; Termination Upon the Retention Date; Excise Taxes Upon Change in
Control.”



3. The following subparagraph (iii) is hereby added to Section 6(f) of the Agreement:



“(iii) If the Employee becomes entitled to any payment, benefit or
distribution (or combination thereof) by the Company or any other
Avatar Entity, whether paid or payable pursuant to this Agreement or
any other plan, arrangement, or agreement with the Company or any
other Avatar Entity (the “Payments”), which are or become
subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended, 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,
hereinafter collectively referred to as the “Excise Tax”),
the Payments shall be reduced by an amount not to exceed $250,000
until no portion of such Payments would be subject to Excise Tax.
Notwithstanding the foregoing, if the reduction in the Payments
required so that no portion of the Payments are subject to the
Excise Tax would be greater than $250,000, then the Employee in his
sole discretion may elect whether or not to reduce the Payments to
avoid the Excise Tax. In such case, if the Employee elects not to
reduce the Payments then the Employee shall be responsible for the
payment of the Excise Tax.”



4. Except as expressly set forth herein, the Agreement remains unmodified and in full force
and effect.



5. This Amendment shall be subject to, and governed by, the laws of the State of Florida
applicable to contracts made and to be performed in the State of Florida, regardless of where the
Employee is in fact required to work.



6. This Amendment may be executed in one or more counterparts, each of which shall be deemed
to be an original, but all of which taken together shall constitute one and the same instrument.



[Signature Page Follows]

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




AVATAR PROPERTIES INC.



	 	 	 
	By:

	 	/s/ Gerald D. Kelfer
	
 
	 	 
	
 
	 	Name:Gerald D. Kelfer

Title:Chairman of the Board
	 
	 	 
	
 
	 	/s/ Michael F. Levy
	 

	 	 
	
 
	 	Michael F. Levy
	 
	 	 







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