ex101.htm


    
      

    

    Exhibit 10.1


    


    


    


    March 26,
2009

    


    


    Scott D.
Stowell

    30141
Saddleridge Dr.

    San Juan
Capistrano, CA  92675

     

     

    Dear
Scott:

     

    Re:           Employment
Arrangement

     

    This
letter will serve to confirm your employment arrangement for calendar years 2009
and 2010 (the "Period"),
which is as follows:

     

    
      	
              1.  

            	
              Duties.  You
      will serve as Chief Operating Officer of Standard Pacific Corp. (the
      "Company").  You
      acknowledge that the Company is undertaking a restructuring which may
      reduce or otherwise alter the size and scope of the Company and your
      responsibilities, including, without limitation, the addition or
      elimination of Company regions and divisions, significant alterations to
      the Company’s corporate office and staff, and a restructuring, addition or
      elimination of various other aspects of the operations of the
      Company.  We agree that in no case will any such changes include
      a requirement that you relocate your current primary office more than
      thirty-five miles from its existing location without your
      consent.

            


    

     

    
      	
              2.  

            	
              Base
      Salary; Benefits.  Your
      base salary will be $750,000 per year, payable semi-monthly (subject to
      all applicable taxes and withholdings)  and you will be entitled
      to participate in the health and welfare programs we make generally
      available to all employees of the Company from time to time (i.e., health,
      dental, vision, 401(k)).

            


    

     

    
      	
              3.  

            	
              Discretionary
      Bonus.  In
      addition to your base salary and benefits, you will be eligible to receive
      an annual discretionary bonus (the "Discretionary
      Bonus") based on the Compensation Committee’s subjective evaluation
      of your performance and its evaluation of the Company’s overall financial
      condition.  The payment and the amount of the Discretionary
      Bonus, if any, will at all times be at the sole discretion of the
      Compensation Committee.

            


    

     

    
      	
              4.  

            	
              Retention
      Bonus.  If
      you remain employed by the Company through December 31, 2010, then you
      will be paid a retention bonus of $2.5 million dollars (the "Retention
      Bonus"), less all applicable taxes and withholdings.  If
      you resign your employment for any reason other than for "good reason" (as
      defined below), or if your employment is terminated for "cause" (as
      defined below) before December 31, 2010, then you will not be eligible for
      the Retention Bonus.  Should the Company terminate your
      employment for reasons other than "cause" or should you resign for "good
      reason" on or prior to December 31, 2010, then you will receive the full
      amount of the Retention Bonus (less all applicable taxes and withholdings)
      as a severance payment.  This severance payment will be paid in
      lieu of any other severance or other payment to which you might otherwise
      be entitled under any plan, program or arrangement, including, without
      limitation, any payment that may otherwise be due under the December 1,
      2006 Change of Control Agreement between you and the Company ("CIC
      Agreement").  Payment of the Retention Bonus, irrespective of
      whether or not it is being paid as a severance payment, is also subject to
      the conditions described in Section
      5 below.  For purposes of this
    letter:

            


    

     

    
      	
              ·  

            	
              "Cause"
      shall mean the occurrence or existence of any of the following with
      respect to you:  (a) your conviction by, or entry of a plea of
      guilty or nolo contendere in, a court of competent and final jurisdiction
      for any crime involving moral turpitude or any felony punishable by
      imprisonment in the jurisdiction involved; (b) your willful engaging in
      dishonest or fraudulent actions or omissions which results directly or
      indirectly in any demonstrable material financial or economic harm to the
      Company or its affiliates;  (c) your willful breach or willful
      and habitual neglect of your material duties, and such breach or neglect
      remains uncured for a period of forty-five (45) days after written
      notice from the Company; (d) your repeated non-prescription use of any
      controlled substance which in the Company's reasonable determination
      renders you unfit to serve in your capacity as an officer or employee of
      the Company or its affiliates; or  (e) your physical destruction
      of substantial property or assets of the Company or its affiliates;
      and

            


    

     

    
      	
              ·  

            	
              "Good
      reason" shall mean (a) the failure to provide you the base salary and/or
      the benefits described in Section 2 above, or (b) requiring you to
      relocate your current primary office more than 35 miles from its existing
      location without your consent In order to receive the Retention Bonus as
      severance pay in connection with a resignation for "good reason," you must
      resign within 60 days of becoming aware of the facts or circumstances
      constituting "good reason."

            


    

     

    
      	
              5.  

            	
              Required
      Release; Timing of Payment.  Payment
      of any Retention Bonus (including any Retention Bonus that serves as a
      severance payment) otherwise due to you is conditioned upon (i) your
      execution and delivery of the Company’s standard form of general release
      (the "Release")
      which will provide for your release of any and all claims you may have
      against the Company arising in connection with events, circumstances,
      acts, omissions or other events occurring prior to the effective date of
      the Release, and
      (ii) the expiration of your right to revoke, if any, contained in the
      Release.   You shall have no right to receive the Retention
      Bonus if the conditions described in the preceding sentence are not met,
      irrespective of whether or not it is being paid as a severance
      payment.  Any Retention Bonus due to you while you remain an
      employee of the Company will be paid in cash in a single lump sum within
      ten (10) days following the effective date of the Release, unless a longer
      period is required to comply with any applicable law, rule or regulation;
      provided that if such Release is effective earlier than January 31, 2011,
      the Company shall have until January 31, 2011 to pay the Retention
      Bonus.  Any Retention Bonus due to you as a severance payment
      will be paid to you in a single lump sum upon the effectiveness of the
      Release, unless a longer period is required to comply with any applicable
      law, rule or regulation (and, for the avoidance of doubt, payment shall be
      delayed until six (6) months after your termination to the extent required
      by Section 409A of the Internal Revenue Code).  In all events,
      the Release must be executed by you no later than sixty (60) days
      following your termination of employment or the scheduled payment date for
      the Retention Bonus, as applicable.  Notwithstanding the
      foregoing, the Compensation Committee of the Company’s Board of Directors
      shall have the authority to pay up to 25% of the Retention Bonus at any
      time following December 31, 2009 in advance of when it would otherwise be
      due.  Any amount paid pursuant to the preceding sentence will be
      deducted dollar for dollar from the final Retention Bonus payable to
      you.

            


    

     

    
      	
              6.  

            	
              Termination
      of Change in Control Agreement; Waiver of Claims.   This
      Agreement replaces and supersedes your CIC Agreement, which is hereby
      terminated, and you acknowledge that you will have no further rights under
      the CIC Agreement. You further agree that in consideration for your being
      eligible for the Retention Bonus described in Section 4 above, you release
      and waive any claims, complaints or lawsuits you may have for benefits or
      payments under the CIC
Agreement.

            


    

     

    
      	
              7.  

            	
              Prohibition
      on Transfer.  You
      may not transfer all or any portion of your Retention Bonus prior to
      actual payment.

            


    

     

    
      	
              8.  

            	
              At-Will
      Employment.  Nothing
      herein shall modify your status as an at-will employee of the
      Company.  As an at-will employee, you are free to resign your
      employment and the Company is free to terminate your employment at any
      time for any reason, with or without
  cause.

            


    

     

    
      	
              9.  

            	
              Arbitration.  Any
      and all disputes between you and the Company (including its affiliated
      entities, officers, directors and employees) relating to this Agreement or
      any other aspect of your employment shall be resolved by binding
      arbitration.  The arbitration will be conducted in accordance
      with the rules applicable to employment disputes of JAMS or such other
      arbitration service as the Company and you agree upon, and the law of
      California.  The Company will be responsible for paying any
      filing fee and the fees and costs of the arbitrator.  The
      arbitration provided herein shall be the exclusive and binding remedy for
      any such dispute and will be used instead of any court action, which is
      hereby expressly waived, except for any request by either party hereto for
      temporary or preliminary injunctive relief pending arbitration in
      accordance with applicable law.  The Federal Arbitration Act
      shall govern the interpretation and enforcement of such arbitration
      proceeding.  The arbitrator shall apply the substantive law (and
      the law of remedies, if applicable) of the State of California, or federal
      law, if California law is preempted.  The arbitration shall be
      conducted in Orange County, California, unless otherwise mutually
      agreed.

            


    

     

    
      	
              10.  

            	
              Entire
      Agreement; Confidentiality.  This
      letter contains the entire understanding between you and the Company
      regarding your compensation for calendar years 2009 and 2010 and
      supersedes and replaces all prior and contemporary oral and written
      agreements, understandings and discussions concerning your compensation
      for calendar years 2009 and 2010.  This Agreement may not be
      modified or amended except by virtue of a writing signed by you and the
      CEO of the Company. You agree that you will keep the terms of this letter
      agreement confidential.

            


    

     

    If the
terms of this letter agreement are acceptable to you, please sign and return one
copy to the Human Resource Department.  If you have any questions,
please contact me at your earliest convenience.

     

     

    
      	Sincerely,	 	Accepted
      and Agreed:	 
	 	 	 	 
	 STANDARD
      PACIFIC CORP.	 	 	 
	 	 	 	 
	 /s/
      Ken Campbell	 	 /s/
      Scott D. Stowell	 
	
              Ken
      Campbell

              President
      & Chief Executive Officer

            	 	
              Scott
      D. Stowell, an individual