Exhibit 10.2


 


March 15, 2005


 


Mr. Bruce Labovitz


10501 Springvale Forest Ct


Great Falls, Virginia 22066


 


RE:                                       Life
Insurance Company (the “Insurance Company”) Policy number
                  dated                ,
2005 in the amount of $3,000,000 covering Bruce Labovitz for the benefit of the
Bruce Labovitz or his designee (the “Life Insurance Policy”)


 


Dear Bruce,


 


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 Bruce Labovitz 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/ Bruce Labovitz

  	
   

  
	
  Christopher Clemente

  	
  Bruce Labovitz

  
	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
  Seen and agreed to on this day of
             , 2005:

  
	
  Bruce Labovitz Family
  Insurance Trust

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Bruce Labovitz

  	
   

  	
   

  
	
  Name:

  	
  Bruce
  Labovitz