Exhibit 10.1


 


March 13, 2005


 


Mr. Bill Bensten

928 Mackall Avenue

McLean, Virginia 22101


 


RE: John Hancock Life Insurance
Company (the “Insurance Company”) Policy number
              dated
          , 2005 in the
amount of $3,000,000 covering William Bensten for the benefit of the William P.
Bensten Family Insurance Trust (the “Life Insurance Policy”)


 


Dear Bill,


 


This letter is to memorialize
our understanding regarding the payment of the premiums associated with the
above referenced Life Insurance Policy. Comstock Homebuilding Companies, Inc.
(the “Company”) agrees to reimburse you for premium payments you make in
connection with the Life Insurance Policy as set forth herein. These payments
will be in addition to your Base Salary and Bonus Compensation as defined in
your Employment Agreement dated
            , 2005
(the “Employment Agreement”), will be in addition to the standard insurance
benefits provided by the Company to its employees, and will be made by
reimbursement of these expenses in accordance with the Employee Handbook
policies regarding reimbursements, for a period covering January 1, 2005
through December 31, 2008. The annual premium reimbursement payable by the
Company shall not exceed $6,000.00, which shall be the only responsibility of the
Company hereunder and you, and the William P. Bensten Family Insurance Trust
agree to hold harmless and indemnify the Company from any claims of any kind
from any party resulting from the non-payment of premiums associated with the
policy or the failure of the insurance company you select to honor a claim. The
amounts so paid by the Company shall be treated as 1099 income to you and shall
be reported as such to all applicable taxing authorities.


 


The Company’s obligation to
make these reimbursement payments of premiums paid by you shall cease
immediately upon the occurrence of any of the following events: (i) your death,
(ii) termination of your employment for Cause, as that term is defined in the
Employment Agreement, (iii) your resignation for reasons other than Good
Reason, as that term is defined in the Employment Agreement, (iv) any situation
which would trigger accelerated vesting of all unvested shares (the “Unvested
Shares”) under the terms of your Restricted Stock Agreement dated December 14,
2004 (the “Stock Agreement”), (v) the occurrence of any event which, pursuant
to the Employment Agreement or the


 





















 


Stock Agreement, would make you
ineligible to receive the Unvested Shares, or (vi) the vesting of stock valued
at the time of vesting(s) in the cumulative amount of $3,000,000.


 


Please return a signed copy of
this letter, acknowledging your agreement with the conditions set forth herein
along with a copy of the Life Insurance policy and the invoice for the first
annual premium.


 


Sincerely,


 


 


	
  /s/ Christopher
  Clemente

  	
   

  	
  /s/ William
  Bensten

  	
   

  
	
  Christopher
  Clemente

  	
  William
  Bensten

  
	
  Chief
  Executive Officer

  	
   

  
	
   

  	
   

  
	
  Seen and
  agreed to on this day of
             , 2005:

  
	
  William P.
  Bensten Family Insurance Trust

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ William Bensten

  	
   

  	
   

  
	
  Name:

  	
  William Bensten