EX-10.11 Executive Services Agreement with Tatum



 





Exhibit
10.11


Tatum

Executive Services Agreement




December 5, 2007




Mr. Alan B. Levan

Levitt Corporation

2100 W. Cypress Creek Road

Ft. Lauderdale, FL 33309



Dear Alan:



Tatum, LLC (“Tatum,” “we,” or “us”) is pleased that Levitt Corporation (the “Company”, “you” or
“your”) desires to employ Patrick Worsham, a member of Tatum (the “Employee”), to serve as a part
of the office of the CFO of the Company, with a title to be determined as the role is more fully
defined. The Employee’s status shall be at-will, and nothing in this Agreement shall alter the Company’s ability
to terminate the Employee, with or without cause or notice; provided, however, if termination of this
Agreement is under Section 4(a) of Exhibit A the Company shall continue to pay Tatum and the
Employee during the 30 day notice period. This letter along with the terms and conditions attached
as Exhibit A and any other exhibits or schedules attached hereto (collectively, the “Agreement”)
confirms our mutual understanding of the terms and conditions upon which we will make available to you the
Employee and Tatum’s intellectual capital to the Employee for use in connection with the Employee’s
employment relationship with you.



Effective as of December 10, 2007, the Employee will become your employee serving in the capacity
set forth above. The Employee will work on a full-time basis and be subject to the Company’s policies
and supervision, direction and control of and report directly to the Company’s management. While the
Employee will remain a member of Tatum and have access to Tatum’s intellectual capital to be used
in connection with the Employee’s employment relationship with you, we will have no supervision,
direction or control over the Employee with respect to the services provided by the Employee to
you.



You will pay directly to the Employee a salary of $25,200 a month (“Salary”). In
addition, you will reimburse the Employee for all travel related and out-of pocket expenses incurred by the Employee
in connection with his services to the Company. These will include reasonable accommodations, meals
and travel related costs as approved by the Company. In addition, you will pay directly to
Tatum a fee of $10,800 per month (“Fees”). Seventy percent of any cash or equity incentive bonus shall be paid
directly to the Employee and the remaining 30% shall be paid/granted directly to Tatum.



Payments to the Employee shall be made in accordance with the Company’s standard payroll and
expense
reimbursement policies. Payments to Tatum should be made in accordance with the instructions set
forth
on Exhibit A at the same time payments are made to the Employee.



In lieu of the Employee participating in the Company-sponsored employee health insurance plans, the
Employee will remain on his or her current health insurance plans. You will reimburse the Employee
for
amounts paid by the Employee for health insurance for himself and his family of up to the lesser of
the
amount provided to other similar senior level employees or actual amounts paid by the employee
which
will be based upon presentation of reasonable documentation of premiums paid by the Employee. In
accordance with the U.S. federal tax law, such amount will not be considered reportable W-2 income,
but
instead, non-taxable benefits expense.





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As an employee, the Employee will be eligible to participate in the Company’s 401(k) Plan upon
completion of the eligibility requirements set forth in the Plan document. The Employee will be
eligible
for vacation and holidays consistent with the Company’s policy as it applies to senior management.
The
Employee will be exempt from any delay periods otherwise required for vacation and holiday
eligibility.



You will have the opportunity to make the Employee a full-time member of Company management at any
time during the term of this Agreement by entering into another form of Tatum agreement, the terms
of
which will be negotiated at such time.



As a condition to providing the services hereunder, we require a security deposit in an amount
equal to
$25,000 (the “Deposit”), which will only be used by us under the limited circumstances described on
Exhibit A. The Deposit is due upon the execution of this Agreement.



The Company will provide Tatum or the Employee with written evidence that the Company maintains
reasonable directors’ and officers’ insurance covering the Employee at no additional cost to the
Employee and the Company will maintain such insurance at all times while this Agreement remains in
effect. Furthermore, the Company will maintain such insurance coverage with respect to occurrences
arising during the term of this Agreement for at least three years following the termination or
expiration
of this Agreement or will purchase a directors’ and officers’ extended reporting period or “tail”
policy to
cover the Employee.



We appreciate the opportunity to serve you and believe this Agreement accurately reflects our
mutual
understanding. We would be pleased to discuss this Agreement with you at your convenience. If the
foregoing is in accordance with your understanding, please sign a copy of this Agreement and return
it to
my attention.




Sincerely,




Tatum, LLC




/s/ A. Michael McCracken

A. Michael McCracken

Managing Partner




Accepted and agreed:

Levitt Corporation




By: /s/Susan D. McGregor

Name: Susan McGregor

Title: EVP—Human Resources




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