**Exhibit 10.2**

 

March 15, 2005

 

Mr. Bruce Labovitz

10501 Springvale Forest Ct

Great Falls, Virginia 22066

 

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

 

Dear Bruce,

 

This letter is to memorialize ourunderstanding regarding the payment of the premiums associated with the abovereferenced Life Insurance Policy. Comstock Homebuilding Companies, Inc. (the“Company”) agrees to reimburse you for premium payments you make in connectionwith the Life Insurance Policy as set forth herein. These payments will be inaddition to your Base Salary and Bonus Compensation as defined in your EmploymentAgreement dated            ,2005 (the “Employment Agreement”), will be in addition to the standardinsurance benefits provided by the Company to its employees, and will be madeby reimbursement of these expenses in accordance with the Employee Handbookpolicies regarding reimbursements, for a period covering January 1, 2005through December 31, 2008. The annual premium reimbursement payable by theCompany shall not exceed $6,000.00, which shall be the only responsibility ofthe Company hereunder and you, and Bruce Labovitz agree to hold harmless andindemnify the Company from any claims of any kind from any party resulting fromthe non-payment of premiums associated with the policy or the failure of theinsurance company you select to honor a claim. The amounts so paid by theCompany shall be treated as 1099 income to you and shall be reported as such toall applicable taxing authorities.

 

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

 

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Stock Agreement, would make you ineligible toreceive the Unvested Shares, or (vi) the vesting of stock valued at the time ofvesting(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 acopy 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     |               |   |
|                                                                                                         |                     |                    |        |  |  |  |

 

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