**Exhibit 10.1**

 

March 13, 2005

 

Mr. Bill Bensten928 Mackall AvenueMcLean, Virginia 22101

 

RE: John Hancock Life InsuranceCompany (the “Insurance Company”) Policy number              dated          , 2005 in theamount 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 memorializeour understanding regarding the payment of the premiums associated with theabove referenced Life Insurance Policy. Comstock Homebuilding Companies, Inc.(the “Company”) agrees to reimburse you for premium payments you make inconnection with the Life Insurance Policy as set forth herein. These paymentswill be in addition to your Base Salary and Bonus Compensation as defined inyour Employment Agreement dated            , 2005(the “Employment Agreement”), will be in addition to the standard insurancebenefits provided by the Company to its employees, and will be made byreimbursement 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 of theCompany hereunder and you, and the William P. Bensten Family Insurance Trustagree to hold harmless and indemnify the Company from any claims of any kindfrom any party resulting from the non-payment of premiums associated with thepolicy or the failure of the insurance company you select to honor a claim. Theamounts so paid by the Company shall be treated as 1099 income to you and shallbe reported as such to all applicable taxing authorities.

 

The Company’s obligation tomake these reimbursement payments of premiums paid by you shall ceaseimmediately 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 theEmployment Agreement, (iii) your resignation for reasons other than GoodReason, as that term is defined in the Employment Agreement, (iv) any situationwhich would trigger accelerated vesting of all unvested shares (the “UnvestedShares”) under the terms of your Restricted Stock Agreement dated December 14,2004 (the “Stock Agreement”), (v) the occurrence of any event which, pursuantto the Employment Agreement or the

 

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

 

Please return a signed copy ofthis letter, acknowledging your agreement with the conditions set forth hereinalong with a copy of the Life Insurance policy and the invoice for the firstannual 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     |                 |   |
|                                                                                                          |                     |                      |        |  |  |  |

 

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