EX-10.1






EXHIBIT 10.1








January 30, 2009



M. Shane Pearson

Brookfield Homes Corporation

8500 Executive Park Avenue

Suite 300

Fairfax, VA 22031



Dear Shane:



RE:   Management Services Agreement

 




Brookfield Asset Management LLC. (“BAM”, “we”, or “us”) is pleased that Brookfield Homes
Corporation (the “Company”, “you”, or “your”) desires to employ Craig Laurie, an employee of BAM
(the “Employee”), to serve as Chief Financial Officer of the Company. 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; however upon termination, the Company shall continue to
pay BAM during a 30 day notice period. This letter (the “Agreement”) confirms our mutual
understanding of the terms and conditions upon which we will make available to you the services of
the Employee and BAM’s intellectual capital to the Employee for use in connection with the
Employee’s employment relationship with you.


Effective as of November 28, 2008, the Employee will be subject to the Company’s policies and
supervision, direction and control and report directly to the Company’s Chief Executive Officer and
Board of Directors. While the Employee will remain a member of BAM and have access to BAM’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 BAM a quarterly service fee of $80,000 (“Service Fee”). 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. Payments to BAM should
be made in accordance with the instructions provided from time-to-time by BAM.


The Employee will not be eligible to participate in the Company’s Benefits and 401(k) Plan. 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 period otherwise required
for vacation and holiday eligibility. Commencing with the fiscal year ending December 31, 2009, the
Employee will have the opportunity to participate in the Company’s Long Term Incentive Plans.





 









 








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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 agreement, the terms of
which will be negotiated at such time.


We appreciate the opportunity to make available the services of the Employee 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 our Company.



Sincerely,




	 	 	 	 	 
	BROOKFIELD ASSET MANAGEMENT LLC


 	 	 
	By:  	/s/  BARRY BLATTMAN
 	 	 
	 	Barry Blattman 	 	 
	 	Senior Managing Partner 	 	 
	 



Accepted and agreed on February 2, 2009




	 	 	 	 	 
	BROOKFIELD HOMES CORPORATION


 	 	 
	By:  	/s/  SHANE PEARSON
 	 	 
	 	Shane Pearson 	 	 
	 	Vice President