EMPLOYMENT AGREEMENT



 






Exhibit 10.23




EMPLOYMENT AGREEMENT

(Mitchell C. Hochberg)




          This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of May 24, 2004 by and between WCI
Communities, Inc. (the “Company”) and Mitchell C. Hochberg (the “Employee”).



          WHEREAS, pursuant to that certain Purchase Agreement, dated as of May 24, 2004, by and among
the Employee, Spectrum Acquisition Corp. (“Spectrum Corp.”), Spectrum Communities, LLC (“Spectrum
LLC”), and the Company (the “Purchase Agreement”), the Company purchased from the Employee and
Spectrum LLC all of the capital stock of Spectrum Corp. on May 24, 2004 (the “Effective Date”); and



          WHEREAS, as of the Effective Date, the Company desires to employ the Employee and to enter
into an agreement embodying the terms of such employment, and the Employee desires to accept such
employment and enter into such an agreement.



          NOW, THEREFORE, in consideration of the premises and mutual covenants herein and, with respect
to the Employee’s obligations under Section 8 of this Agreement, in consideration of the Company’s
payment to the Employee of the Purchase Price and other consideration due under the terms of the
Purchase Agreement, and for other good and valuable consideration, the parties agree as follows:



     1. Term
of Employment.



          a. The term of the Employee’s employment hereunder (the
“Employment Term”) shall commence on the Effective Date and, subject to Section 7 of this
Agreement, shall continue during the period ending on the third anniversary of the Effective Date
(the “Expiration Date”), on the terms and subject to the conditions set forth in this Agreement. If
the Employee continues to be employed by the Company after expiration of the Employment Term, such
employment shall be at-will, as provided in Section 7(e) of this Agreement.



          b. The Company hereby agrees that, on or before December 31, 2006,
assuming this Agreement has not been earlier terminated under Section 7 of this
Agreement, the Company shall give notice to the Employee as to whether the Employee’s
employment by the Company shall terminate on the Expiration Date. If the Company
fails to give such notice to the Employee, the Non-interference Period (as defined in
Section 8(b) of this Agreement) shall not continue past the first anniversary of the date
the Employee ceases to be employed by the Company, notwithstanding anything to the
contrary in Section 8(b) of this Agreement. Notwithstanding the foregoing, the
Company’s failure to provide such notice shall not constitute a breach of this Agreement,
and the Company shall not be in any way obligated to continue or terminate the
Employee’s employment after the Expiration Date, despite any notice to the opposite



 









 





	 
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effect. The parties hereby agree that, if the Company gives the Employee notice that the Employee’s
employment by the Company shall not continue after the Expiration Date, such notice shall not in
and of itself constitute Good Reason within the meaning of Section 7(c)(ii) of this Agreement.




     2. Position.



          a. During the Employment Term, the Employee shall serve as
President and Chief Executive Officer of WCI/Spectrum Communities LLC and as
Senior Vice President of the Company, and, in such capacities, shall report directly to the
President of the Company (the “President”) and shall have such duties and authority
consistent with his position as shall be determined from time to time by the President,
including, without limitation, the obligation to complete all corporate certifications that
the Company deems necessary under Company policies as the same shall exist from time
to time.



          b. During the Employment Term, the Employee shall devote his full
time to the performance of his duties hereunder and shall not engage in any other
business activity, for compensation or otherwise, which would interfere with the
rendition of his services hereunder, without the prior written consent of the President,
except that the Employee may (i) participate in activities of professional trade
organizations related to the business of the Company and (ii) serve on any board of
directors or trustees of any charitable organization, provided that such activities do not,
either singly or in the aggregate, interfere with the performance of the Employee’s duties
hereunder or conflict with Section 8 of this Agreement.



     3. Base
Salary. During the Employment Term, the Company shall pay the
Employee a base salary at the annual rate of $750,000, payable in regular installments in
accordance with the Company’s usual payment practices. For purposes of clarification,
with respect to calendar year 2004 and any other calendar year during the Employment
Term in which the Employee is not employed under the terms of this Agreement for the
full calendar year, the Employee’s base salary shall be prorated based on the number of
days the Employee actually works pursuant to the terms of this Agreement during such
calendar year. The Employee’s annual rate of base salary is hereinafter referred to as the
“Base Salary.”



     4. Annual
Bonus. During the Employment Term, the Company shall pay the
Employee an annual bonus (an “Annual Bonus”). The target amount of such bonus shall
equal 100% of the Base Salary, provided, that, the actual bonus payable shall be adjusted
upward or downward based on the terms of the Company’s Management Incentive
Compensation Plan (the “Incentive Plan”) as in effect on the Effective Date, and for the
calendar year ending December 31, 2004, the target amount of such bonus shall be paid if
the EBITDA Target (as defined in the Purchase Agreement) is met, as such bonus may be
increased or decreased in accordance with the Incentive Plan. Notwithstanding anything
to the contrary in this Section 4 or under the Incentive Plan, the Employee’s target





 









 





	 
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Annual Bonus with respect to calendar year 2004 shall equal 100% of the Base Salary, even
though the Employee shall not be employed hereunder for the full 2004 calendar year.




     5. Employee
Benefits. During the Employment Term, the Employee shall be
entitled to participate in the Company’s employee benefit plans (other than any severance
plans or any annual bonus or incentive plans other than the Incentive Plan) as in effect
from time to time (collectively “Employee Benefits”), on the same basis as those benefits
are generally made available to other senior executives of the Company.



     6. Business
Expenses and Perquisites.



       
   a. Expenses. During the Employment Term, reasonable business
expenses incurred by the Employee in the performance of the Employee’s duties
hereunder shall be reimbursed by the Company in accordance with Company policies.



        
  b. Perquisites. During the Employment Term, the Employee shall be
entitled to the following fringe benefits: (i) payment by the Company of all annual dues
and business expenses relating to the Employee’s membership in the Old Oaks Country
Club, (ii) at the Company’s election, either (A) a luxury automobile comparable to the
Employee’s existing automobile, or (B) reimbursement by the Company of the
Employee’s expenses in connection with leasing a luxury automobile comparable to the
Employee’s existing automobile, and (iii) payment by the Company of all expenses
related to the Employee’s business use of the automobile referenced in clause (ii).



     
     c. Vacation. The Employee shall be entitled to at least five weeks of
vacation for each calendar year (pro rated for partial calendar years), subject to the
Company’s policies on use and retention of such vacation in effect from time to time.



     7. Termination. The Employment Term and the Employee’s employment
hereunder may be terminated by either party at any time and for any reason, subject to the
notice provisions set forth in Section 7(a)(i), Section 7(c)(ii) and Section 7(d) of this
Agreement. Notwithstanding any other provision of this Agreement, the provisions of
this Section 7 shall exclusively govern the Employee’s rights upon termination of
employment with the Company and its affiliates.



         
 a. By the Company For Cause or By Employee Resignation
Without Good Reason.



          i. The Employment Term and the Employee’s employment hereunder may be terminated by
the Company for Cause (as defined in subsection (ii) below) and shall terminate automatically upon
the Employee’s resignation without Good Reason (as defined in Section 7(c)(ii) of this Agreement),
provided, that, the Employee will be required to give the Company at least 60 days advance written
notice of a resignation without Good Reason.



 









 





	 
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          ii. For purposes of this Agreement, “Cause” shall mean (A) the Employee’s continued
failure substantially to perform the Employee’s duties hereunder (other than as a result of total
or partial incapacity due to physical or mental illness) which is not cured within 10 days
following written notice by the Company to the Employee of such failure, (B) the Employee’s
conviction of, or plea of nolo contendere to, a crime constituting (x) a felony under the laws of
the United States or any state thereof or (y) a misdemeanor involving moral turpitude, (C) the
Employee’s willful malfeasance or willful misconduct in connection with the Employee’s duties
hereunder or any wrongful act or omission in connection with his duties under this Agreement, in
each case, which is demonstrably injurious to the financial condition or business reputation of the
Company or any of its subsidiaries or affiliates, (D) the Employee’s breach of Section 3.08,
Section 6.01, Section 6.02 or Section 6.15 of the Company’s Policy Manual, as such sections may be
modified or re-numbered by the Company from time to time, or (E) the Employee’s breach of the
provisions of Section 8 or Section 9 of this Agreement.



          iii. If the Employee’s employment is terminated by the Company for Cause, or if the
Employee resigns without Good Reason, the Employee shall be entitled to receive:



          (A) the Base Salary through the date of termination;



          (B) reimbursement for any unreimbursed business expenses properly
incurred by the Employee in accordance with Company policy
prior to the date of the Employee’s termination; and



          (C) such Employee Benefits, if any, as to which the Employee may
be entitled under the employee benefit plans of the Company.



          The amounts described in clauses (A) through (C) of this Section 7(a)(iii) are referred to
in this Agreement as the “Accrued Rights”.



          Following such termination of the Employee’s employment by the Company for Cause or
resignation by the Employee without Good Reason, except as set forth in this Section 7(a)(iii), the
Employee shall have no further rights to any compensation or any other benefits under this
Agreement.



          b. Death
or Disability.



          i. The Employment Term and the Employee’s employment hereunder shall terminate upon
the Employee’s death and may be terminated by the Company if the Employee becomes physically or
mentally incapacitated and is therefore unable, for a period of six consecutive months or for an
aggregate of nine months during the Employment Term, to perform the Employee’s duties (such
incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the
Disability of the Employee as to which the Employee and the Company cannot agree shall be
determined



 









 





	 
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in writing by a qualified independent physician mutually acceptable to the Employee and the
Company. If the Employee and the Company cannot agree as to a qualified independent physician, each
shall appoint such a physician and those two physicians shall select a third who shall make such
determination in writing. The determination of Disability made in writing to the Company and the
Employee shall be final and conclusive for all purposes of the Agreement.




          ii. Upon termination of the Employee’s employment hereunder for either death or
Disability, the Employee or the Employee’s estate (as the case may be) shall be entitled to receive
the Accrued Rights and to continued payment, in accordance with the Company’s prevailing payroll
practices, of the Base Salary during the period commencing on the Employee’s date of termination
and ending on the first anniversary of the date of termination.



          iii. Following the Employee’s termination of employment due to death or Disability,
except as set forth in this Section 7(b)(ii), the Employee shall have no further rights to any
compensation or any other benefits under this Agreement.



          c. By the Company Without Cause or Resignation by the Employee for Good
Reason.



          i. The Employment Term and the Employee’s employment hereunder may be terminated
by the Company without Cause or by the Employee’s resignation for Good Reason.



          ii. For purposes of this Agreement, “Good Reason” shall mean (A) the failure of the
Company to pay or cause to be paid the Employee’s Base Salary or Annual Bonus when due hereunder;
(B) without the Employee’s consent, the relocation of the Employee’s principal office more than 20
miles from its location as of the date of this Agreement; (C) any material and adverse diminution
in the Employee’s position, authority or responsibilities from those described in Section 2 hereof;
or (D) the Company’s failure, with respect to any fiscal year during the Employment Term, to
provide the businesses of the Company for which the Employee has primary responsibility with at
least the amount of operating capital that the Company has committed to provide under its business
plan in effect for such fiscal year; however, such failure shall not be Good Reason if it is the
result of the Employee’s failure to deliver the prospects or business opportunities that the
operating capital is meant to fund; provided, that, any of the events described in clauses (A)
through (D) of this Section 7(c)(ii) shall constitute Good Reason only if the Company fails to cure
such event within 30 days after receipt from the Employee of written notice of the event that
constitutes Good Reason; provided, further, that, “Good Reason” shall cease to exist for an event
on the 60th day following the later of its occurrence or the Employee’s knowledge thereof, unless
the Employee has given the Company written notice thereof prior to such date.




 










 





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       iii. If the Employee’s employment is terminated by the Company without Cause (other than
by reason of death or Disability), or if the Employee resigns for Good Reason, the Employee shall
be entitled to receive:




	 	(A)  	the Accrued Rights;
	 
	 	(B)  	subject to the Employee’s continued compliance with the
provisions of Section 8 and Section 9 of this Agreement and
subject to Section 7(c)(iv) and Section 7(c)(v) of this Agreement,
continued payment ratably over the period commencing on the
date of termination and ending on the Expiration Date, in
accordance with the Company’s prevailing payroll practices, of an
amount equal to the sum of (1) the Base Salary to which the
Employee would have been entitled had he remained employed by
the Company through the Expiration Date and (2) an amount equal
to 50% of the Annual Bonus that the Employee would have been
paid had he remained employed through the Expiration Date,
assuming that the bonus would have been paid at the target level of
100% of Base Salary; and
	 
	 	(C)  	subject to the Employee’s continued compliance with the
provisions of Section 8 and Section 9 of this Agreement and
subject to Section 7(c)(iv) and Section 7(c)(v) of this Agreement,
an amount equal to the target Annual Bonus for the year of
termination multiplied by a fraction, the numerator of which is the
number of days that the Employee was employed during the year
of termination and the denominator of which is 365, payable at the
time the bonus would have been paid had the Employee’s
employment not been terminated.





          iv. Notwithstanding anything to the contrary contained in this Agreement, the Employee
may elect not to receive the payments set forth in Section 7(c)(iii)(B) and (C) of this Agreement,
in which case (A) the Employee will not be bound by Section 8(a) of this Agreement following the
termination of his employment, and (B) the Non-interference Period (as defined in Section 8(b) of
this Agreement) shall not continue past the first anniversary of the date the Employee ceases to be
employed by the Company, notwithstanding anything to the contrary in Section 8(b) of this
Agreement.



          v. The aggregate of the amounts payable under Section 7(c)(iii)(B) of this Agreement
shall be reduced by the present value of any other cash severance or termination, if any, benefits
payable to the Employee under any other plans, programs or arrangements of the Company or its
affiliates.



          vi. Following the Employee’s termination of employment by the Company without Cause
(other than by reason of the Employee’s death or Disability),




 









 








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except as set forth in Section 7(c)(iii), the Employee shall have no further rights to any
compensation or any other benefits under this Agreement.




          d. Termination by the Employee following a Change in Control.
Notwithstanding anything to the contrary in this Agreement, at any time within 30 days
after the date of a Change in Control (as defined in the Purchase Agreement), the
Employee may give notice to the Company that the Employee will terminate his
employment with the Company, effective six months after the date of such notice. In the
event the Employee’s employment terminates under this Section 7(d), (i) the Employee
shall not be bound by Section 8(a) of this Agreement following the date of termination of
employment, (ii) the Non-Interference Period (as defined in Section 8(b) of this
Agreement) shall not continue past the six-month anniversary of the date the Employee
ceases to be employed by the Company, notwithstanding anything to the contrary in
Section 8(b) of this Agreement, and (iii) the Employee shall be entitled to the Accrued
Rights, but shall have no further rights to any compensation or any other benefits under
this Agreement.



          e. Continued
Employment Beyond the Expiration of the Employment Term. Unless the parties otherwise agree in writing, continuation of the Employee’s
employment with the Company beyond the expiration of the Employment Term shall be
deemed an employment at-will and shall not be deemed to extend any of the provisions
of this Agreement, and the Employee’s employment may thereafter be terminated at will
by either the Employee or the Company; provided, that, the provisions of Sections 8, 9,
10 and 11 of this Agreement shall survive any termination of this Agreement or the
Employee’s termination of employment hereunder.



          f. Notice of Termination. Any purported termination of employment
by the Company or by the Employee (other than due to the Employee’s death) shall be
communicated by written Notice of Termination to the other party hereto in accordance
with Section 11(h) hereof. For purposes of this Agreement, a “Notice of Termination”
shall mean a notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of employment under the provision so
indicated.



     8. Non-Competition;
Non-Interference. 



          a. Non-Competition.



          i. The Employee acknowledges the highly competitive nature of the
businesses of the Company and its subsidiaries and affiliates and accordingly agrees that from the
Effective Date through the Expiration Date, (all such periods shall be referred to herein as the
“Non-Compete Period”) subject to Sections 7(c)(iv) and 8(a)(ii) of this Agreement, the Employee
shall not (A) be a shareholder, partner, joint venturer or other equity owner in, or sole
proprietor of, or officer, director, employee, consultant, agent or




 









 








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representative of, or otherwise engage, directly or indirectly in any business which is competitive
with the business conducted by the Company or its affiliates at the date of termination of
employment (including, without limitation, businesses that the Company or its affiliates have
specific plans to conduct in the future and as to which the Employee is aware of such planning), or
(B) be a shareholder, partner, joint venturer or other equity owner in, or officer, director,
employee, consultant, agent or representative of, any of the companies that are listed on Exhibit A
attached to this Agreement (the “Competing Companies”); provided, however, that this provision
shall not apply to the ownership of not more than 5% of any publicly traded entity, provided the
Employee is not actively involved in the activities of any such entity, and holds such interest
solely for investment.




          ii. Notwithstanding the foregoing, in the event that the Company, pursuant to Section
l(b) of this Agreement, gives notice that the Employee will continue to be employed by the Company
following the Expiration Date, with substantially the same position as is set forth in Section 2 of
this Agreement and substantially the same compensation, benefits and perquisites as those afforded
pursuant to Sections 3 through 6 of this Agreement, the Non-Compete Period (as well as the
Non-interference Period set forth below) shall remain in effect through the first anniversary of
the Expiration Date, whether or not the Employee agrees to such continued employment, unless the
Employee’s employment terminates before such anniversary under circumstances that would have
qualified as a termination by the Company without Cause or Resignation by the Employee for Good
Reason under Section 7(c) of this Agreement if Section 7(c) were in effect as of the date of such
termination of employment in which case the Non-Compete Period shall expire as of such date of
termination.



        
  b. Non-Interference – Employees. The Employee agrees that, during
the Employment Term and, subject to Section l(b), Section 7(c)(iv) and Section 7(d) of
this Agreement, until the date that is the later of the Expiration Date and the second
anniversary of the date the Employee ceases to be employed by the Company (all such
periods shall be referred to herein as the “Non-Interference Period”), he shall not solicit
any employee of the Company or of its affiliates to accept employment with the
Employee or with any other person, nor, except with the prior consent of the Company,
shall he hire, or cause or permit any entity controlled directly or indirectly by him, to hire
any person as an employee or consultant who was, at any time within two years of the
end of the Employment Term, an Employee of the Company or of its affiliates.



       
   c. Non-Interference – Customers. The Employee agrees that, during
the Non-interference Period, the Employee will not, whether on his own behalf or on
behalf of any person, firm, partnership, joint venture, association, corporation, or other
business organization (“Person”) directly or indirectly solicit the business of any
customers or prospective customers of the Company or of any of its affiliates: (i) with
whom the Employee had personal contact or dealings on behalf of the Company or any of
its affiliates during the year preceding the Employee’s termination of employment; (ii)
with whom employees reporting to the Employee had personal contact or dealings on




 









 








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behalf of the Company or any of its affiliates during the year preceding the Employee’s termination
of employment; or (iii) for whom, the Employee had direct or indirect responsibility during the
year preceding the Employee’s termination of employment.




          d. It is expressly understood and agreed that, although the Employee
and the Company consider the restrictions contained in this Section 8 to be reasonable, if
a final judicial determination is made by a court of competent jurisdiction that the time or
territory or any other restriction contained in this Agreement is an unenforceable
restriction against the Employee, the provisions of this Agreement shall not be rendered
void but shall be deemed amended to apply as to such maximum time and territory and to
such maximum extent as such court may judicially determine or indicate to be
enforceable. Alternatively, if any court of competent jurisdiction finds that any
restriction contained in this Agreement is unenforceable, and such restriction cannot be
amended so as to make it enforceable, such finding shall not affect the enforceability of
any of the other restrictions contained herein.



          e. The provisions of this Section 8 shall survive the termination of the
Employee’s employment for any reason.



     9. Confidentiality.



          a. The Employee will not at any time retain, disclose, divulge, reveal,
communicate, share, transfer or provide access to any Person outside the Company (other
than its professional advisers who are bound by confidentiality obligations), any non-
public, proprietary or confidential information – including without limitation trade
secrets, know-how, research and development, software, databases, inventions, processes,
formulae, technology, designs and other intellectual property, information concerning
finances, investments, profits, pricing, costs, products, services, vendors, customers,
clients, partners, investors, personnel, compensation, recruiting, training, advertising,
sales, marketing, promotions, government and regulatory activities
and approvals –
concerning the past, current or future business, activities and operations of the Company,
its affiliates and/or any third party that has disclosed or provided any of same to the
Company on a confidential basis (“Confidential Information”) without the prior written
authorization of the Company.



          b. “Confidential Information” shall not include any information that
is (a) generally known to the industry or the public other than as a result of the
Employee’s breach of this covenant or any breach of other confidentiality obligations by
third parties; (b) made legitimately available to the Employee by a third party without
breach of any confidentiality obligation; or (c) required by law to be disclosed; provided
that the Employee shall give prompt written notice to the Company of such requirement,
disclose no more information than is so required, and cooperate with any attempts by the
Company to obtain a protective order or similar treatment.




 









 








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          c. Except as required by law, the Employee will not disclose to
anyone, other than the Employee’s immediate family and legal or financial advisors, the
existence or contents of this Agreement; provided that the Employee may disclose to any
prospective future employer the provisions of Section 8 and Section 9 of this Agreement
provided that such prospective future employer agrees to maintain the confidentiality of
such terms.



          d. Upon termination of the Employee’s employment with the
Company for any reason, the Employee shall (x) cease and not thereafter use any
Confidential Information or intellectual property (including without limitation, any
patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or
other source indicator) owned or used by the Company, its subsidiaries or affiliates; (y)
immediately destroy, delete or return to the Company, at the Company’s option, all
originals and copies in any form or medium (including memoranda, books, papers, plans,
computer files, letters and other data) in the Employee’s possession or control (including
any of the foregoing stored or located in the Employee’s office, home, laptop or other
computer, whether or not Company property) that contain Confidential Information or
otherwise relate to the business of the Company, its affiliates and subsidiaries, except that
the Employee may retain only those portions of any personal notes, notebooks and diaries
that do not contain any Confidential Information; and (z) notify and fully cooperate with
the Company regarding the delivery or destruction of any other Confidential Information
of which the Employee is or becomes aware.



          e. The provisions of this Section 9 shall survive the termination of the
Employee’s employment for any reason.



     10. Specific Performance. The Employee acknowledges and agrees that the
Company’s remedies at law for a breach or threatened breach of any of the provisions of
Section 8 or Section 9 of this Agreement would be inadequate and the Company would
suffer irreparable damages as a result of such breach or threatened breach. In recognition
of this fact, the Employee agrees that, in the event of such a breach or threatened breach,
in addition to any remedies at law, the Company, without posting any bond, shall be
entitled to cease making any payments or providing any benefit otherwise required by
this Agreement and obtain equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction or any other equitable remedy
which may then be available. The provisions of this Section 10 shall survive the
termination of the Employee’s employment for any reason.



     11. Miscellaneous.



          a. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflicts of laws
principles thereof.




 









 






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          b. Entire Agreement/Amendments. This Agreement contains the
entire understanding of the parties with respect to the employment of the Employee by
the Company, and, except as otherwise provided herein, in the event of any conflict
between this Agreement and any other agreement or arrangement relating to matters
addressed in this Agreement, including, without limitation, that certain side letter from
the Company to the Employee, dated as of May 24, 2004, regarding the Employee’s
position with respect to the Spectrum Entities, this Agreement shall control. This
Agreement may not be altered, modified or amended except by written instrument signed
by the parties hereto.



          c. No
Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver of such
party’s rights or deprive such party of the right thereafter to insist upon strict adherence
to that term or any other term of this Agreement.



          d. Severability. In the event that any one or more of the provisions of
this Agreement shall be or become invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions of this Agreement shall
not be affected thereby.



          e. Assignment. This Agreement, and all of the Employee’s rights and
duties hereunder, shall not be assignable or delegable by the Employee. Any purported
assignment or delegation by the Employee in violation of the foregoing shall be null and
void ab initio and of no force and effect. This Agreement may be assigned by the
Company to a person or entity which is an affiliate or a successor in interest to
substantially all of the business operations of the Company. Upon such assignment, the
rights and obligations of the Company hereunder shall become the rights and obligations
of such affiliate or successor person or entity.



          f. Set-Off. The Company’s obligation to pay the Employee the
amounts provided and to make the arrangements provided hereunder shall be subject to
set off, counterclaim or recoupment of amounts owed by the Employee to the Company
or its affiliates as an Employee of the Company, and such set-off shall not apply with
respect to any amounts owed under the Purchase Agreement.



          g. Successors; Binding Agreement. This Agreement shall inure to the
benefit of and be binding upon personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.



          h. Notice. For the purpose of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand or overnight courier or three days after it has been mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the respective addresses
set forth below in this Agreement, or to such other address as either party may have furnished to
the other in writing in




 









 








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accordance herewith, except that notice of change of address shall be effective only upon receipt.





If to the
Company:

WCI Communities, Inc.

24301 Walden Center Drive

Bonita Springs, FL 34134




Attention: Vivien N. Hastings, General Counsel; Facsimile: (239) 498-8277




If to the Employee:




To the most recent address of the Employee set forth in the personnel records
of the Company.



          i. Employee Representation. The Employee hereby represents to the Company that
the execution and delivery of this Agreement by the Employee and the Company and the performance by
the Employee of the Employee’s duties hereunder shall not constitute a breach of, or otherwise
contravene, the terms of any employment agreement or other agreement or policy to which the
Employee is a party or otherwise bound.



          j. Cooperation. The Employee shall provide the Employee’s
reasonable cooperation in connection with any action or proceeding (or any appeal from any action
or proceeding) that relates to events occurring during the Employee’s employment hereunder. This
provision shall survive any termination of this Agreement.



          k. Withholding Taxes. The Company may withhold from any amounts payable
under this Agreement such Federal, state and local taxes as may be required to be withheld
pursuant to any applicable law or regulation.



          1. Counterparts. This Agreement may be signed in counterparts, each
of which shall be an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.



 









 








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     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day
and year first above written.



	 	 	 
	WCI COMMUNITIES, INC.

	 	MITCHELL C. HOCHBERG

	 
	 	 
	-s- Jerry L. Starkey
	 	-s-
Mitchell C. Hochberg
	By: Jerry L. Starkey
	 	 
	Title: President
	 	 






 









 








Exhibit A




Competing Companies





	1.  	Lennar Corp.
	 
	2.  	Pulte Homes Inc.
	 
	3.  	Centex Corp.
	 
	4.  	KB Home
	 
	5.  	Hovnanian Enterprises Inc.
	 
	6.  	Toll Brothers Inc.
	 
	7.  	NVR Inc.
	 
	8.  	Standard Pacific Corp.
	 
	9.  	M.D.C. Holdings/Richmond American
	 
	10.  	Shea Homes
	 
	11.  	Beazer Homes USA Inc.
	 
	12.  	The Ryland Group Inc.
	 
	13.  	Meritage Corp.
	 
	14.  	D.R. Horton Inc.
	 
	15.  	M.I. Homes
	 
	16.  	Technical Olympic USA Inc.
	 
	17.  	Brookfield Homes Corp.
	 
	18.  	Orleans Homebuilders
	 
	19.  	David Weekley Homes
	 
	20.  	John Wieland Homes