Employment Agreement - Edward Wohlwender



 




EXHIBIT 10.24


EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 15, 2004 (the “Effective
Date”), between Technical Olympic USA, Inc., a Delaware corporation (the “Employer”) and Edward
Wohlwender, an individual (the “Employee”).



Agreement




     In consideration of the mutual premises, covenants and agreements set forth below, and
intending to be legally bound hereby, it is hereby agreed as follows:



1. Definitions. Capitalized terms shall have the meanings defined in this Agreement or on
Exhibits A and B attached hereto unless the context otherwise requires. Exhibits A and B are
incorporated herein by this reference.



2. Employment Term and Duties.



     2.1 Employment Term. The Employer employs the Employee, and the Employee accepts
employment by the Employer, on the terms and conditions set forth in this Agreement and for the
period of time set forth in Exhibit B (the “Employment Period”), which Employment Period shall be
the term of this Agreement. This Agreement shall automatically be renewed on the same terms and
conditions for successive one (1) year periods thereafter, each considered to be extensions of the
initial Employment Period, unless either Employer or Employee provides written notice to the other
of its or his/her election not to renew, such written notice to be provided at least six (6) months
prior to the expiration of the then applicable Employment Period.



     2.2 Duties.



          (a) The Employee will serve in the position set forth on Exhibit B; provided, however, that
Employee acknowledges that the CEO of Technical Olympic USA, Inc. (the “CEO”) shall have the right
to assign Employee to serve in another position where such assignment is in the best interests of
the Employer and where Employer continues to perform in accordance with its obligations under this
Agreement. The Employee will devote his/her full business time, attention, skill, and energy
exclusively to the business of the Employer, will use his/her best efforts to promote the success
of the Employer’s business, and will cooperate fully with the senior management of the Employer in
the advancement of the best interests of the Employer.



          (b) With the prior written consent of the CEO, which consent may be revoked by the CEO at any
time and for any reason, the Employee may engage in the following activities during the Employment
Period so long as such activities do not, in the sole judgment of the CEO, interfere or conflict
with Employee’s duties to Employer as set forth in Section 2.2(a) above: (i) serve on corporate,
civic, religious, educational, and/or charitable boards or committees; (ii) deliver lectures,
fulfill speaking engagements, or teach at educational



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institutions without receiving any compensation other than reimbursement of expenses, nominal
stipends, or similar forms of compensation; and (iii) manage his/her personal investments, provided
that such investments do not conflict with the Employee’s duties and responsibilities under this
Agreement. If the Employee is appointed or elected an officer or director of the Employer or any
Affiliate, the Employee will fulfill his/her duties as such officer or director without additional
compensation. Upon termination of this Agreement for any reason, the Employee automatically
resigns as of such date as an officer and director of the Employer and each Affiliate of which
he/she is an officer or director, if any.




     2.3 Location. The Employee’s primary place of employment hereunder shall be as set
forth in Exhibit B.


3. Compensation and Benefits. The compensation and benefits payable and provided to the
Employee under this Agreement shall constitute the full consideration to be paid to the Employee
for all services to be rendered by the Employee to the Employer and its Affiliates in all
capacities.




     3.1 Base Salary. During the first year of this Agreement, the Employee will be paid
an annual salary as set forth on Exhibit B (“Base Salary”), payable in periodic installments
according to the Employer’s customary payroll practices. In subsequent years, Base Salary may be
adjusted taking into account Employee’s performance, company operating results, and industry
practices.



     3.2 Benefits. The Employee (and the Employee’s spouse and dependents, where
applicable) shall be permitted to participate in such 401(k) plan (or similar qualified plan) and
any welfare benefit plan, program, or fringe benefit made available to other similarly situated
employees that may be in effect from time to time, subject to the Employee (and the Employee’s
spouse and dependents, where applicable) meeting the eligibility requirements under the terms of
each of those plans (collectively, the “Benefits”). However, the Employer may modify or terminate
any employee benefit plan or program at any time and in the Employer’s sole discretion, so long as
such modification or termination equally affects all of the Employer’s similarly situated
employees.



     3.3 Annual Bonus. During the term of this Agreement, the Employee shall be eligible
to participate in an annual bonus plan. The bonus plan and any amounts payable thereunder may take
into consideration personal performance and contribution, operational and financial results, and
other achievements attributable to Employee’s accomplishments (“Bonus”). Employee’s participation
in and opportunity to receive compensation pursuant to such plan will be consistent with the
participation and opportunity of similarly situated employees and shall in any event be subject to
the approval of the Board of Directors or relevant Board Committee. The bonus plan applicable to
Employee for the first year of this Agreement is as described on Exhibit B.



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     3.4 Business Expenses. In accordance with the rules and policies that the Employer
may establish from time to time, the Employer shall reimburse the Employee for business expenses
reasonably incurred by him/her in the performance of his/her duties hereunder in accordance with
the Employer’s documentation guidelines as may be in effect from time to time.



     3.5 Vacation. The Employee shall be entitled to the vacation period per calendar year
as set forth on Exhibit B (prorated for less than a full year). Unused vacation time not to exceed
an aggregate of Two (2) weeks for all prior years may be accumulated or carried over from year to
year. The Employee shall not be entitled to any compensation for unused vacation time except as
provided in Section 4.



     3.6 Car Allowance. During the Employment Period, the Employee shall be paid a car
allowance as set forth in Exhibit B.



     3.7 Office and Support Staff. During the Employment Period, the Employee shall be
entitled to an office, furnishings, other appointments, and secretarial or other assistants as
Employer shall determine are reasonably necessary to perform the Employee’s duties and obligations
as set forth herein and comparable to other similarly situated employees of the Employer and its
Affiliates.



4. Termination.




     4.1 Death; Disability. This Agreement will terminate automatically upon the death or
Disability of the Employee.



     4.2 Termination Notice. Any termination of the Employee’s employment other than a
termination pursuant to Section 4.1 hereof shall be by written notice to the other party,
indicating the specific termination provision in this Agreement relied upon, if any, and setting
forth in reasonable detail the facts and circumstances claimed to provide a basis for the
termination of the Employee’s employment under the provision so indicated. The date of the
Employee’s termination of employment shall be specified in such notice; provided, however, that
such date may not be earlier than any applicable cure periods as set forth herein and, if a
termination is being effected by the Employee for any reason, such date shall in any event not be
less than six (6) months from the date the written notice is given to the Employer (the “Required
Notice”), during which period Employee shall continue to perform in accordance with this Agreement
unless such performance is waived by the Employer by written notice to the Employee. Failure to
provide the Required Notice or to perform in accordance with in this Agreement during this period
shall be deemed a material breach of this Agreement by the Employee.



     4.3 Termination Pay. Upon termination of the Employee’s employment, the Employer will
be obligated to pay or provide the Employee or the Employee’s estate, as the case may be, only such
compensation and Benefits as are provided in this Section 4.3 and, if applicable, in Section 5.3
hereof.



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          (a) Termination by the Employer for Cause; Resignation of the Employee without Good Reason
or Required Notice; Resignation of the Employee by Election of Non-Continuation. If (i) the
Employer terminates the Employee’s employment for Cause; (ii) the Employee terminates his/her
employment for any reason other than Good Reason; (iii) the Employee terminates his/her employment
for any reason without the Required Notice; or (iv) the Employee terminates his/her employment by
Election of Non-Continuation, then: the Employee shall be entitled to receive the Accrued
Obligations from the Employer, payable to Employee within thirty (30) Business Days after the date
of termination. Except as specifically provided herein, the Employee shall not be entitled to any
other payments or Benefits pursuant to this Agreement.



          (b) Termination due to Disability or upon Death. If the Employee’s employment is
terminated due to Disability or upon the Employee’s death, the Employee or the Employee’s estate,
as the case may be, shall be entitled to receive from the Employer the sum of the following,
payable to Employee or Employee’s legal representative within thirty (30) Business Days after the
date of termination: (i) the Accrued Obligations and (ii) the Pro-Rata Bonus.



          (c) Termination by the Employee due to Good Reason or by the Employer without Cause.
If the Employee’s employment is terminated by the Employer without Cause or by the Employee for
Good Reason, the Employee shall be entitled to receive from the Employer: (i) the Termination
Payment, and (ii) if the Employee timely elects continuation coverage under the Employer’s group
health plan, an amount equal to the monthly premium charge for such coverage for the then remaining
term of the Employment Period at the active employee premium rate for similar coverage.



     4.4 Release and Waiver. Notwithstanding anything in Section 4.3 to the contrary, the
Employee shall not be entitled to any payment or Benefit pursuant to Section 4.3, except for
Accrued Obligations as required by law, unless the Employee has delivered to the Employer a general
release, signed and in a form acceptable to the Employer, that releases the Employer and its
Affiliates, and all their respective officers, directors, employees, and agents from any and all
claims of any kind that the Employee may have arising out of the Employee’s relationship with the
Employer or any of its Affiliates or relating to the termination of employment, and such release
has become irrevocable.



5. Non-Competition and Non-Interference.




     5.1 Acknowledgements. The Employee acknowledges that (a) the services to be performed
by him/her under this Agreement are of a special, unique, unusual, extraordinary, and intellectual
character and (b) the provisions of this Section 5 are reasonable and necessary to protect the
Confidential Information, goodwill, and other business interests of the Employer and its
Affiliates.



     5.2 Covenants of the Employee. The Employee covenants that he/she will not, directly
or indirectly:



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          (a) during the Non-Compete Period, without the express prior written consent of the Board of
Directors, as owner, officer, director, employee, stockholder, principal, consultant, agent,
lender, guarantor, cosigner, investor, or trustee of any corporation, partnership, proprietorship,
joint venture, association, or any other entity of any nature, engage, directly or indirectly, in
the Business in (i) any county in any state, or any county contiguous with a county, in which the
Employer or any of its Affiliates is conducting Business activities or has conducted Business
activities in the prior twelve (12) months, and (ii) any county in which the Employer or any of its
Affiliates is conducting other business; provided, however, that the Employee may purchase or
otherwise acquire for passive investment up to three percent (3%) of any class of securities of any
such enterprise under Section 12(g) of the Securities Exchange Act of 1934;



          (b) whether for the Employee’s own account or for the account of any other person at any time
during his/her employment with the Employer or its Affiliates (except for the account of the
Employer and its Affiliates) and the Non-Compete Period, solicit Business of the same or similar
type being carried on by the Employer or its Affiliates, whether or not the Employee had personal
contact with such person or entity during the Employee’s employment with the Employer;



          (c) whether for the Employee’s own account or the account of any other person and at any time
during his/her employment with the Employer or its Affiliates and the Non-Compete Period, (i)
solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any
person who is an employee of the Employer or an Affiliate, or in any manner induce, or attempt to
induce, any employee of the Employer or its Affiliates to terminate his/her or her employment with
the Employer or its Affiliate; or (ii) interfere with the Employer’s or its Affiliate’s
relationship with any person or entity that, at any time during the Employment Period, was an
employee, contractor, supplier, or customer of the Employer or its Affiliate; or



          (d) at any time after the termination of his/her employment, disparage the Employer or its
Affiliates or any shareholders, directors, officers, employees, or agents of the Employer or any of
its Affiliates, so long as the Employer does not disparage the Employee;


provided, however, that notwithstanding the foregoing, paragraphs (a) and (b) of this Section 5.2
shall not apply if the Employee’s employment is terminated pursuant to Section 4.3(c) hereof. If
any covenant in this Section 5.2 is held to be unreasonable, arbitrary, or against public policy,
such covenant will be considered to be divisible with respect to scope, time, and geographic area,
and such lesser scope, time, or geographic area, or all of them, as a court of competent
jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be
effective, binding, and enforceable against the Employee. The Employee hereby agrees that this
covenant is a material and substantial part of this Agreement and that: (i) the geographic
limitations are reasonable; (ii) the term of the covenant is reasonable; and (iii) the covenant is
not made for the purpose of limiting competition per se and is reasonably related to a protectable
business interest of the Employer. The period of time applicable to any covenant in this Section
5.2 will be extended by the duration of any violation by the Employee of such covenant.




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     5.3 Covenants of the Employer. The Employer covenants and agrees that, during the
Non-Compete Period, the following provisions shall apply:



          (a) if the Employee’s employment is terminated due to the death or Disability of the Employee,
for Cause by the Employer, or by the Employee without having provided the Required Notice, no
additional compensation shall be payable or Benefits provided to the Employee during the
Non-Compete Period except as specifically provided for in Section 4.3 hereof.



          (b) In addition to the compensation payable or Benefits to be provided to the Employee as
provided in Section 4.3 hereof, if the Employee’s employment is terminated for any reason other
than as set forth in Section 5.3(a) hereof, the Employer shall continue to (i) pay to the Employee
during the Non-Compete Period the Base Salary as provided herein and (ii) provide all the Benefits
to the Employee (and the Employee’s spouse and dependents, as applicable) that the Employer would
have provided pursuant to this Agreement, in both cases as if the Employee remained employed by the
Employer during the Non-Compete Period, unless the Employer is prohibited from providing any such
Benefits pursuant to applicable law.



          (c) Notwithstanding the foregoing provisions of this Section 5.3, (i) the Employer may pay to
the Employee the cash equivalent of any Benefit that the Employer is otherwise obligated to provide
the Employee in lieu of providing such Benefit, and (ii) the Employer shall have the right, at any
time, to release the Employee from the covenants contained in this Section 5, at which time the
Employee’s right to receive and the Employer’s obligation to make any payments or provide any
Benefits under this Section 5.3 shall terminate upon the payment by the Employer to the Employee of
all amounts due under this Section 5.3 up to and including the date of such release.



6. Non-Disclosure Covenant




     6.1 Acknowledgments by the Employee. The Employee acknowledges that (a) the Employee
will be afforded access to Confidential Information; (b) public disclosure of such Confidential
Information would have an adverse effect on the Employer and its business; and (c) the provisions
of this Section 6 are reasonable and necessary to prevent the improper use or disclosure of
Confidential Information.



     6.2 Covenants of the Employee. The Employee covenants as follows:



          (a) Confidentiality. During and after his/her employment with the Employer and its
Affiliates, the Employee will hold in confidence the Confidential Information and will not disclose
such Confidential Information to any person other than in connection with the performance of
his/her duties and obligations hereunder, except with the specific prior written consent of the
Board of Directors or the CEO; provided, however, that the parties agree that this Agreement does
not prohibit the disclosure of Confidential Information where applicable law requires in response
to subpoenas and/or orders of a governmental agency or court of competent jurisdiction. In the
event that the Employee is requested or becomes legally compelled under the terms of a subpoena or
order issued by a court of competent jurisdiction or by a governmental



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body to disclose Confidential Information, the Employee agrees that he/she will (i)
immediately provide the Employer with written notice of the existence, terms, and circumstances,
surrounding such request(s) so that the Employer may seek an appropriate protective order or other
appropriate remedy, (ii) cooperate with the Employer in its efforts to decline, resist, or narrow
such requests, and (iii) if disclosure of such Confidential Information is required in the opinion
of counsel, exercise reasonable efforts to obtain an order or other reliable assurance that
confidential treatment will be accorded to such disclosed information.




          (b) Trade Secrets. Any and all trade secrets of the Employer and its Affiliates will
be entitled to all the protections and benefits under the federal and state trade secret and
intellectual property laws and any other applicable law. If any information that the Employer or
any of its Affiliates deems to be a trade secret is found by a court of competent jurisdiction not
to be a trade secret for purposes of this Agreement, such information will, nevertheless, be
considered Confidential Information for the purposes of this Agreement, so long as it otherwise
meets the definition of Confidential Information. The Employee hereby waives any requirement that
the Employer or any of its Affiliates submit proof of the economic value of any trade secret or
post a bond or other security.



          (c) Removal. The Employee will not remove from the premises of the Employer or any of
its Affiliates (except to the extent such removal is for purposes of the performance of the
Employee’s duties at home or while traveling, or except otherwise specifically authorized by the
Employer or the applicable Affiliate) any document, record, notebook, plan, model, component,
device, or computer software or code, whether embodied in a disk or in any other form belonging to
the Employer or any of its Affiliates or used in the Employer’s business (collectively, the
“Proprietary Items”). All of the Proprietary Items, whether or not developed by the Employee, are
the exclusive property of the Employer or its applicable Affiliate. Upon termination of his/her
employment, or upon the request of the Employer during the Employment Period, the Employee will
return to the Employer all of the Proprietary Items and Confidential Information in the Employee’s
possession or subject to the Employee’s control, and the Employee shall not retain any copies,
abstracts, sketches, or other physical embodiments in electronic form or otherwise, of any such
Proprietary Items or Confidential Information.



          (d) Development of Intellectual Property. Any and all writings, inventions,
improvements, plans, designs, architectural work papers, drawings, processes, procedures, and/or
techniques (“Intellectual Property”) which the Employee (i) made, conceived, discovered, or
developed, either solely or jointly with any other person or persons, at any time when the Employee
was an employee of the Employer or any of its Affiliates whether pursuant to this Agreement or
otherwise, whether or not during working hours, and whether or not at the request or upon the
suggestion of the Employer or any of its Affiliates, which relate to or were useful in connection
with any business now or hereafter carried on or contemplated by the Employer and its Affiliates,
including developments or expansions of its fields of operations, or (ii) may make, conceive,
discover, or develop, either solely or jointly with any other person or persons, at any time when
the Employee is an employee of the Employer or its Affiliates, whether or not during working hours
and whether or not at the request or upon the suggestion of the Employer or any of its Affiliates,
which relate to or are useful in connection with any business now or hereafter



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carried on or contemplated by the Employer or any of its Affiliates, including developments or
expansions of its present fields of operations, shall be the sole and exclusive property of the
Employer and its Affiliates. The Employee shall make full disclosure to the Employer of all such
Intellectual Property and shall do everything necessary or desirable to vest the absolute title
thereto in the Employer. The Employee shall write and prepare all specifications and procedures
regarding such Intellectual Property and otherwise aid and assist the Employer so that the Employer
can prepare and present applications for copyright, patent, or trademark protection therefor and
can secure such copyright, patent, or trademark wherever possible, as well as reissues, renewals,
and extensions thereof, and can obtain the record title to such copyrights, patents, or trademarks
so that the Employer or its designated Affiliate shall be the sole and absolute owner thereof in
all countries in which it may desire to have copyright, patent, or trademark protection. The
Employee shall not be entitled to any additional or special compensation or reimbursement regarding
any and all such Intellectual Property.




7. General Provisions of Sections 5 and 6.




     7.1 Injunctive Relief and Additional Remedy. The Employee acknowledges that the
injury that would be suffered by the Employer and its Affiliates as a result of a breach of the
provisions of Sections 5 and 6 of this Agreement would be irreparable and that an award of monetary
damages to the Employer for such a breach may be an inadequate remedy. Consequently, the Employer
will have the right, in addition to all other rights, to seek injunctive relief to restrain any
breach or threatened breach or otherwise to specifically enforce any provision of this Agreement.
The Employee waives any requirement that the Employer secures or posts any bond in conjunction with
any such remedies. The Employee further agrees to and hereby does submit to in personam
jurisdiction before each and every court for that purpose. Without limiting the Employer’s rights
under this Section 7 or any other remedies available to the Employer, if the Employee breaches any
other provisions of Sections 5 and 6 and such breach is proven in a court of competent
jurisdiction, the Employer will have the right to cease making any payments or providing Benefits
otherwise due to the Employee under this Agreement.



     7.2 Covenants of Sections 5 and 6 are Essential and Independent Covenants. The
covenants of the Employee in Sections 5 and 6 hereof are essential elements of this Agreement, and
without the Employee’s agreement to comply with such covenants, the Employer would not have entered
into this Agreement or continued the employment of the Employee. The Employer and the Employee
have independently consulted their respective counsel and have been advised in all respects
concerning the reasonableness and propriety of such covenants, with specific regard to the nature
of the business conducted by the Employer and its Affiliates. In addition, the Employee’s
covenants in Sections 5 and 6 are independent covenants and the existence of any claim by the
Employee against the Employer under this Agreement or otherwise will not excuse the Employee’s
breach of any covenant in Sections 5 or 6. Notwithstanding anything in the Agreement to the
contrary, the covenants and agreements of the Employee in Sections 5 and 6 shall survive the
termination of the Agreement, except as provided below.



8. General Provisions.




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     8.1 Indemnification. The Employer shall indemnify and hold harmless the Employee to
the fullest extent permitted by applicable law against all costs (including reasonable attorneys’
fees and costs), judgments, penalties, fines, amounts paid in settlements, interest, and all other
liabilities incurred or paid by the Employee in connection with the investigation, defense,
prosecution, settlement, or appeal of any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative and to which the Employee was
or is a party or is threatened to be made a party by reason of the fact that the Employee is or was
an officer, employee, or agent of the Employer or its Affiliates, including any property owner or
condominium association that the Employee has been asked to serve on by the Employer, or by reason
of anything done or not done by the Employee in any such capacity or capacities, provided that the
Employee acted in good faith and in a manner the Employee reasonably believed to be in or not
opposed to the best interests of the Employer or any of its Affiliates, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.
The Employer also shall pay any and all expenses (including reasonable attorney’s fees) incurred by
the Employee as a result of the Employee being called as a witness in connection with any matter
involving the Employer and/or any of its officers or directors. Nothing herein shall limit or
reduce any rights of indemnification to which the Employee might be entitled under the
organizational documents of the Employer or as allowed by applicable law.



     8.2 Waiver. The rights and remedies of the parties to this Agreement are cumulative
and not alternative. Neither the failure nor any delay by either party in exercising any right or
privilege under this Agreement will operate as a waiver of such right or privilege, and no single
or partial exercise of any such right or privilege will preclude any other or further exercise of
any right or privilege. To the maximum extent permitted by applicable law, any claim or right
arising out of this Agreement may only be discharged by a waiver or renunciation of the claim or
right in writing signed by the other party.



     8.3 Successors.



          (a) This Agreement is personal to the Employee and shall not be assignable by the Employee,
other than economic rights that may be assigned by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the Employee’s legal
representatives.



          (b) This Agreement shall inure to the benefit of and be binding upon the Employer and its
successors and assigns. Any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business and/or assets of the
Technical Olympic USA, Inc. shall perform this Agreement in the same manner and to the same extent
that the Employer would be required to perform it if no such succession had taken place. The
Employer agrees to fully disclose this Agreement and its binding effect to any successor or
potential successor and will require any successor to expressly acknowledge its assumption of this
Agreement and such successor’s obligation to perform this Agreement in the same manner and to the
same extent that the Employer would be required to perform it if no such succession had taken
place.



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          (c) As used in this Agreement, “Employer” shall mean the Employer as defined above and any
successor to its business and/or assets by operation of law or otherwise.



     8.4 Notices. All notices, consents, waivers and other communication required under
this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by
hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of
delivery), provided that a copy is mailed by certified mail, return receipt requested, the same day
or the next Business Day, or (c) when received by the addressee, if sent by a nationally recognized
overnight delivery service, in each case to the appropriate addresses and facsimile numbers set
forth below (or to such other addresses and facsimile numbers as a party may designate by notice to
the other parties):



             If to the Employer:




		
	           	Technical Olympic USA, Inc.

4000 Hollywood Blvd., Suite 500-N

Hollywood, FL 33021

Attn: Clint Ooten

Facsimile No.: (954) 364-4020





     With a copy to Patricia Petersen, General Counsel of Technical Olympic USA, Inc., at the same
address.



             If to the Employee:




		
	           	Edward Wohlwender

2771 NE 58th Street

Fort Lauderdale, FL 33308






		
	           	At the address set forth on Exhibit B.





     8.5 Entire Agreement; Supersedure. This Agreement, together with the Exhibits
attached hereto, contains the entire agreement between the parties with respect to the subject
matter hereof, and expressly terminates, rescinds, replaces, and supersedes all prior and
contemporaneous agreements and understandings, oral or written, between the parties with respect to
the subject matter hereof.



     8.6 Governing Law; Submission to Jurisdiction; Mediation.




          (a) THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF FLORIDA WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION
OF THE FEDERAL COURT IN BROWARD COUNTY, FLORIDA, FOR THE PURPOSES OF ANY PROCEEDINGS ARISING OUT OF
THIS AGREEMENT, AND HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY AND AGREES THAT ANY PROCEEDING SHALL
INSTEAD BE DECIDED BY A JUDGE SITTING WITHOUT A JURY.



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          (b) If a party initiates legal proceedings to enforce this Agreement, the non-prevailing party
in the proceedings shall pay to the prevailing party, upon demand, all costs and expenses
(including reasonable legal fees and costs) incurred by the prevailing party as a result of the
proceedings (i.e., “loser pays”).



          (c) Prior to commencement of any legal proceeding or at any time after commencement of any
legal proceeding, Employee agrees that, upon request of Employer, any dispute between Employee and
Employer shall be presented for non-binding mediation by a third party mediator. In the event that
Employee fails to comply with his/her obligation to participate in mediation as required herein,
such failure shall constitute a breach of this Agreement by Employee entitling Employer to damages.



     8.7 Severability. If any provision of this Agreement is held invalid or unenforceable
by any court of competent jurisdiction, the other provisions of this Agreement will remain in full
force and effect, unless the absence of such invalid or unenforceable provision materially alters
the rights or obligations of either party hereto. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the extent not held
invalid or unenforceable, unless the absence of such invalid or unenforceable portion of such
provision materially alters the rights or obligations of either party hereto.



     8.8 Tax Withholding and Reporting. The Employer shall withhold from all payments
hereunder all applicable taxes that it is required to withhold with respect to payments and
Benefits provided under this Agreement and shall report all such payments and withholdings to the
appropriate taxing authorities as required by applicable law.



     8.9 Amendments and Waivers. This Agreement may not be modified, waived, or discharged
unless such waiver, modification, or discharge is agreed to in writing and signed by the Employee
and the CEO, subject to authorization of the Board of Directors. Any waiver by either party hereto
shall be specific to the event and shall not be deemed a waiver of any other event.



     8.10 Survival. The provision of provisions of Sections 4, 5, 6, 7, and 8 shall
survive the termination of this Agreement.



     8.11 Counterparts. This Agreement may be executed in any number of counterparts, by
original or facsimile signatures, each of which shall constitute an original and all of which taken
together shall constitute one and the same instrument.



     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective for all
purposes as of the Effective Date.



Technical Olympic USA, Inc.




	 	 	 
	By: /s/ Antonio B. Mon

	 	/s/ Edward Wohlwender
	 

	 	 
	Name: Antonio B. Mon

	 	Edward Wohlwender
	Title: Chief Executive Officer
	 	 






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Exhibit A




Definitions




“Accrued Obligations” means, at the relevant date, the sum of the following: (i) the
Employee’s earned or accrued, but unpaid, Base Salary through the date of termination of the
Employee’s employment; (ii) any Bonus earned or accrued and vested, but unpaid; (iii) the economic
value of any of the Employee’s accrued, but unused, vacation time; and (iv) any unreimbursed
business expenses incurred by the Employee.



“Affiliate” means a person or entity who or which, (i) with respect to an entity, directly
or indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with, such entity; or (ii) with respect to the Employee, is a parent, spouse, or issue of
the Employee, including persons in an adopted or step relationship.



“Board of Directors” means the board of directors of Technical Olympic USA, Inc.



“Business” means the business of buying, developing, marketing, or selling land appropriate
for residential development or construction, or the business of design, construction, promotion,
marketing, or sale of, single-family residences, townhouses, and condominiums.



“Business Day” shall mean any day other than a Saturday, Sunday or bank holiday recognized
in Hollywood, Florida.



“Cause” means:



     (a) an act of fraud, misappropriation, or personal dishonesty taken by the Employee at the
expense of the Employer or an Affiliate, including, but not limited to, the willful engaging by the
Employee in illegal conduct or gross misconduct that is or reasonably could be injurious to the
Employer;



     (b) the material violation by the Employee of any obligation of the Employee under this
Agreement, including but not limited to, the willful or continued failure of the Employee to
perform substantially the Employee’s duties with the Employer or its Affiliates (other than such
failure resulting from Disability) or the failure of the Employee to meet the financial or other
business objectives incumbent upon Employee as a result of Employee’s position, which violation or
failure is not remedied within ten (10) Business Days after receipt of written notice or demand for
substantial performance or corrective action is delivered to the Employee by the CEO which
identifies the manner in which the CEO believes that the Employee has not substantially performed
the Employee’s duties or has violated an obligation under this Agreement;



     (c) the conviction, or plea of nolo contendere, of the Employee for any felony or any
misdemeanor involving moral turpitude;



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     (d) a material violation of any express direction of the Board of Directors, the CEO, or
supervisor of the Employee, or a material violation of any rule, regulation, policy or plan
established or approved by the Board of Directors or the CEO from time to time regarding the
conduct of the Employer’s employees and/or its business; or



     (e) failure of the Employee to provide the Required Notice to Employer and to fully comply
with all requirements of Section 4.2 of this Agreement.



“Confidential Information” means any and all intellectual property of the Employer (or any
of its Affiliates), including but not limited to:



     (a) trade secrets concerning the business and affairs of the Employer (or any of its
Affiliates), product specifications, data, know-how, formulae, compositions, processes, designs,
sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned
research development, current and planned manufacturing or distribution methods and processes,
customer lists, current and anticipated customer requirements, price lists, market studies,
business plans, computer software and programs (including object code and source code), computer
software and database technologies, systems, structures, and architectures (and related formulae,
compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas,
designs, methods and information), and any other information, however documented, that is a trade
secret under federal, state or other applicable law; and



     (b) information concerning the business and affairs of the Employer (or any of its Affiliates)
(which includes historical financial statements, financial projections and budgets, historical and
projected sales, capital spending budgets and plans, the names and backgrounds of key personnel,
personnel training and techniques and materials), however documented; and notes, analysis,
compilations, studies, summaries, and other material prepared by or for the Employer (or any of its
Affiliates) containing or based, in whole or in part, on any information included in the foregoing.



Notwithstanding the foregoing, Confidential Information shall not include information otherwise
lawfully known generally by or readily accessible to the trade or general public other than by the
improper disclosure, directly or indirectly, by the Employee or an Affiliate of the Employee.



“Disability” means the inability of the Employee, due to the injury, illness, disease, or
bodily or mental infirmity, to engage in the performance of substantially all of the usual duties
of employment with the Employer as contemplated by Section 2.2 herein, such Disability to be
determined by the Board of Directors upon receipt and in reliance on competent medical advice from
one or more individuals, selected by the Board of Directors, who are qualified to give such
professional medical advice. The Employee must submit to a reasonable number of examinations by
the medical doctor making the determination of Disability, and the Employee hereby authorizes the
disclosure and release to the Employer of such determination and all supporting medical records.
If the Employee is not legally competent, the Employee’s legal guardian or duly authorized
attorney-in-fact will act in the Employee’s stead for the purposes of submitting the Employee to
the examinations, and providing the authorization of disclosure required hereunder.



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It is expressly understood that the Disability of the Employee for a period of one hundred twenty
(120) calendar days or less in the aggregate during any period of twelve (12) consecutive months,
in the absence of any reasonable expectation that his/her Disability will exist for more than such
a period of time, shall not constitute a failure by him/her to perform his/her duties hereunder and
shall not be deemed a breach or default and the Employee shall receive full compensation for any
such period of Disability or for any other temporary illness or incapacity during the term of this
Agreement.



“Election of Non-Continuation” means election by the Employee to terminate his/her
employment with Employer in the event that: (a) Employee’s Base Salary or Annual Bonus is adjusted
after the first year of employment under this Agreement pursuant to Section 3.1 and 3.3, (b) such
adjustment results in a significant reduction of Employee’s total compensation, and (c) Employee
does not agree to the adjusted compensation schedule. In such instances, and in the absence of any
circumstances that constitutes Cause, the Employee may terminate employment with the Employer by
written notice to the Employer in compliance with the requirements of Section 4.2 this Agreement.
The date of termination set forth in such notice shall not be less than six (6) months from the
date of such notice.



“Employment Period” means the term of the Employee’s employment under this Agreement.



“Fiscal Year” means the fiscal year of Employer.



“Good Reason” means:



     (a) that without the Employee’s prior written consent and in the absence of Cause, one or more
of the following events occur:



          (i) any material and adverse change in the Employee’s authority, duties, or responsibilities
as set forth in Section 2, provided, however, that an assignment of Employee by CEO to serve in
another position where such assignment is in the best interests of the Employer and where Employer
continues to perform in accordance with its obligations under Section 3 this Agreement shall not
constitute a material or adverse change in Employee’s authority, duties, or responsibilities within
the definition of Good Reason;



          (ii) the Employer requiring the Employee to be primarily based at any office more than fifty
(50) miles outside the metropolitan area of the Location as set forth in Exhibit B, excluding
travel reasonably required in the performance of the Employee’s responsibilities;



          (iii) failure by the Employer to comply with and satisfy Section 8.3(b) of this Agreement; or



          (iv) the material violation by the Employer of a material obligation of the Employer under
this Agreement, which violation or failure is not remedied within ten (10) Business Days (or such
additional reasonable period of time if additional time is necessary to remedy) after receipt of
written notice or demand for substantial performance or corrective



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action is delivered to the Employer by the Employee, delivered as required by this Agreement,
which specifically identifies the manner in which Employee believes that the Employer has not
substantially performed the Employer’s duties or violated an obligation under this Agreement;
and



     (b) within sixty (60) Business Days of learning of the occurrence of any such event, and in
the absence of any circumstances that constitutes Cause, the Employee terminates employment with
the Employer by written notice to the Employer in the manner required by this Agreement; provided,
however, that the events set forth in subparagraphs (a)(i, ii or iii) shall not constitute
Good Reason for purposes of this Agreement unless, within twenty (20) Business Days of Employee’s
learning of such event, the Employee gives written notice of the event to the Employer and the
Employer fails to remedy such event within thirty (30) Business Days (or such additional reasonable
period of time if additional time is necessary to remedy) of receipt of such notice. The date of
termination set forth in such notice shall not be less than six (6) months from the date notice is
given to Employer as required by Section 4.2 of this Agreement.



“Non-Compete Period” means the period beginning on the Effective Date and ending on the
first anniversary of the Employee’s termination of employment with the Employer.



“Pro Rata Bonus” shall mean a Bonus pro rated for the year in which the Employee’s
employment terminates for the year during which such termination occurs.



“Termination Payment” shall mean the following: (A) Base Salary for the greater of Two (2)
full years or the then remaining term of the Employment Period (as it may be increased from time to
time pursuant to this Agreement), (B) Bonus for the year in which Employee’s employment terminates,
determined in accordance with that set forth in Exhibit B of this Agreement, (C) Bonus for the
greater of Two (2) full years or the then remaining term of the Employment Period (other than the
year in which the Employee’s employment terminates), calculated by multiplying the average Bonus
paid to the Employee in the prior three (3) fiscal years by the number of years remaining in the
Employment Period (excluding the year in which the Employee’s employment terminates), (D) the
Accrued Obligations, and (E) the fair market value of any Benefits and perquisites (other than
health benefits, if paid to the Employee pursuant to subparagraph (ii) of Section 4.3(c) of this
Agreement) to be provided to the Employee for the then remaining term of the Employment Period.
The Termination Payment shall be payable to the Employee in accordance with the Employer’s normal
payroll practices for the remaining term of the Employment Period, all as if the Employee remained
actively employed by Employer; provided, however, at Employer’s discretion, some or all of such
Termination Payment may be paid to Employee at an earlier date.



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Exhibit B




Employment Agreement Terms For Edward Wohlwender





	1.  	Employment Period. The Employment Period referenced in Section 2.1 of the Agreement
shall begin on the Effective Date and end on December 31, 2007, unless terminated earlier in
accordance with the provisions of Section 4.
	 
	2.  	Position. The Employee will serve as Senior Vice President of Operations Support of
Employer, which entity is or shall be an Affiliate of the Employer. In this capacity,
Employee will have such duties and responsibilities as are reasonably consistent with such
position or as may be assigned or delegated to the Employee from time to time by the CEO or
another executive or officer of the Employer identified by the CEO to the Employee.
	 
	3.  	Location. The Employee’s primary place of employment hereunder shall be at the
offices of the Employer or its Affiliates in the greater Hollywood, Florida metropolitan area,
unless the Employee consents otherwise in writing; provided, however, that the Employee shall
travel as reasonably necessary to perform his/her obligations and duties to the Employer.
	 
	4.  	Base Salary. Employee will be paid an annual salary of Three Hundred Twenty-Five
Thousand Dollars ($325,000), which Base Salary may be increased from time to time during the
Employment Period as set forth in Section 3.1 of the Agreement. In recognition of Employee’s
promotion and service in the Position referred to herein since May 1, 2004, Employee shall be
paid this Base Salary effective as of May 1, 2004.
	 
	5.  	Annual Bonus. Employee is eligible to earn an annual bonus, subject to approval of
the Board of Directors or relevant Board Committee. The bonus target amount is One Hundred
Percent (100%) of Base Salary. Mutual goals to achieve the bonus target amount will be agreed
upon between the Employee and the CEO. In subsequent years, the Bonus may be adjusted taking
into account Employee’s performance, company operating results, and industry practices that
may enable the employee to earn a higher bonus than the first year, but the employee target
bonus will not fall below One Hundred Percent (100%) of the then base salary.
	 
	6.  	Performance Unit Program. Employee will be eligible to participate in the
Company’s Performance Unit Program (PUP). For the 2005 PUP, Employee shall be granted
Twenty-Thousand (20,000) Units with an effective date of January 1, 2005; such grant is
subject to the terms and conditions of the PUP Letter Agreement and PUP Term Sheet, to be
provided to Employee under separate cover. Participation and awards for future years are
subject to the discretion and approval of the Board of Directors or relevant Board Committee.




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	7.  	Car Allowance. During the Employment Period, the Employee shall be paid a car
allowance in the amount of One Thousand Dollars ($1,000.00) per month.
	 
	8.  	Vacation. Employee shall be entitled to Four (4) weeks of vacation per calendar year
in accordance with Section 3.5 of the Agreement.
	 
	9.  	Notices. Any notices to be given to Employee as set forth in Section 8.4 of the
Agreement shall be to the address and facsimile number set forth below:
	 
	10.  	Amendments to Exhibit A Definitions. Exhibit A of this Agreement shall be
amended and modified as follows:
	 
	   	“Good Reason” – the definition of “Good Reason” shall be amended to include as an
additional item (c) the occurrence of the event of a Change of Control, as set forth below.
	 
	   	“Change of Control” means the occurrence of any of the following events, each of
which shall be determined independently of the others:






          (a) any “Person” (as defined below) becomes a “beneficial owner” (as such term is used
in Rule 13d-3 promulgated under the Exchange Act) of forty percent (40%) or more of the
stock of any member of the Consolidated Group (as defined below) entitled to vote in the
election of directors. For purposes of this Exhibit A, the term “Person” is used as such
term is used in Sections 13(d) and 14(d) of the Exchange Act; provided, however that the
term shall not include any member of the Consolidated Group, any trustee or other fiduciary
holding securities under an employee benefit plan of any member of the Consolidated Group,
or any corporation owned, directly or indirectly, by the shareholders of any member of the
Consolidated Group;




          (b) shareholders of any member of the Consolidated Group adopt a plan of complete or
substantial (eighty-five percent (85%) or more) liquidation or an agreement providing for
the distribution of all or substantially all of the assets of such member;




          (c) any member of the Consolidated Group is party to a merger, consolidation, other
form of business combination or a sale of all or substantially all (eighty-five percent
(85%) or more) of its assets, unless the business of such member is continued following any
such transaction by a resulting entity (which may be, but need not be, such member) and the
shareholders of such member immediately prior to such transaction (the “Prior
Shareholders”) hold, directly or indirectly, at least forty percent (40%) of the voting
power of the resulting entity (there being excluded from the voting power held by the Prior
Shareholders, but



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not from the total voting power of the resulting entity, any voting power received by
Affiliates of a party to the transaction (other than such member) in their capacities as
shareholders of such member); provided, however, that a merger or consolidation effected to
implement a recapitalization of such member (or similar transaction) in which no Person
acquires more than thirty percent (30%) of the combined voting power of such member’s then
outstanding securities shall not constitute a Change in Control; or




          (d) any member of the Consolidated Group is a subject of a “Rule 13e-3 transaction” as
that term is defined in Exchange Act Rule 13e-3, and the first purchase has been made
pursuant to such transaction.



Notwithstanding the foregoing, if, immediately after the occurrence of any event enumerated
above, the Continuing Directors control the majority of the Board of Directors of the
Company (or, in the case of any merger or combination in which the Company is not the
surviving entity, continue to constitute a majority of the board of directors of such
successor entity), such event shall not constitute a Change of Control for purposes of this
Agreement until such time as the Continuing Directors no longer constitute a majority of
the Board of Directors of the Company (or the successor entity, if applicable).
“Continuing Directors” for this purpose means the members of the Board of Directors of the
Company on the Effective Date, provided that any person becoming a member of the Board of
Directors of the Company subsequent to such date whose election or nomination for election
was supported by a majority of the directors who at the time of the election or nomination
for election comprised the Continuing Directors shall be considered to be a Continuing
Director.



In the event of a Change of Control, Employee may, within sixty (60) Business Days of
learning of the occurrence the event, terminate employment with the Employer by written
notice to the Employer (which definition shall include Employer’s successor as set forth in
Section 8.3(c) of this Agreement). The date of the Employee’s termination of employment
shall be specified in such notice, provided, however, that such date shall not be less than
one (1) month from the date written notice is given to the Employer, notwithstanding
anything to the contrary in this Agreement.



“Consolidated Group” shall mean (i) the group of companies composed of Technical
Olympic S.A. or the Company, and (ii) any successor or surviving company of any of the
foregoing entities.



“Termination Payment” shall mean as set forth in the definition provided in Exhibit
A, provided, however, that in the event of termination of this Agreement by Employee for
Good Reason arising from a Change of Control, then the following definition of Termination
Payment shall be applicable:



A lump sum payment in cash equal to the sum of the following: (A) an amount equal to the
greater of (i) the aggregate Base Salary (as it may be increased from



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time to time) that would have been payable to the Employee if employment had continued for
the then remaining term of the Employment Period, or (ii) two times the highest aggregate
Base Salary paid to Employee for any employment year by the Company; (B) the Pro Rata
Bonus; (C) an amount equal to the greater of (i) the aggregate Bonus that would have been
payable to the Employee if employment had continued for the then remaining term of the
Employment Period (other than the year in which the Employee’s employment terminates), or
(ii) two times the highest aggregate Bonus paid to Employee for any employment year by the
Company, in both cases calculated by multiplying the highest Bonus paid to the Employee in
the prior three years by the number of years remaining in the Employment Period or by two
years, as the case may be; (D) the Accrued Obligations; and (E) the fair market value of
any Benefits and perquisites to be provided to the Employee for the then remaining term of
the Employment Period. The Termination Payment shall be payable to the Employee in cash
within thirty (30) Business Days of the date of termination.




	11.  	Certain Additional Payments by the Employer.






	 	(a)  	Anything in this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by the Employer to or for the benefit of the
Employee (whether paid or payable or distributed or distributable pursuant to the terms of
this Agreement, the Options or otherwise, but determined without regard to any additional
payments required under this Exhibit Paragraph 7) (a “Payment”) would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code or any interest or
penalties are incurred by the Employee with respect to such excise tax (such excise tax,
together with any such interest and penalties, are hereinafter collectively referred to as
the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a
“Gross-Up Payment” ) in an amount such that after payment by the Employee of all taxes
(including any interest or penalties imposed with respect to such taxes), including,
without limitation, any income taxes (and any interest or penalties imposed with respect
thereto) and Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
	 
	 	(b)  	Subject to the provisions of this Exhibit Paragraph 7(c), all determinations required
to be made under this Exhibit Paragraph 7, including whether and when a Gross-Up Payment is
required and the amount of such Gross-Up Payment and the assumptions to be utilized in
arriving at such determination, shall be made by the Employer’s independent certified
accountant or such other certified public accounting firm as may be designated by the
Employee (the “Accounting Firm”) which shall provide detailed supporting calculations both
to the Employer and the Employee within fifteen (15) Business Days of the receipt of notice
from the Employee that there has been a Payment, or such earlier time as is requested by
the Employer. In the event that the Accounting Firm is serving as accountant or auditor
for the individual, entity or group effecting a change of control, the Employee shall
appoint another nationally recognized accounting firm to make





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	 	   	the determinations required hereunder (which accounting firm shall then be referred to as
the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be
borne solely by the Employer. Any Gross-Up Payment, as determined pursuant to this Exhibit
Paragraph 7, shall be paid by the Employer to the Employee within five (5) Business Days of
the receipt of the Accounting Firm’s determination. Any determination by the Accounting
Firm shall be binding upon the Employer and the Employee. As a result of the uncertainty
in the application of Section 4999 of the Code at the time of the initial determination by
the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have
been made by the Employer should have been made (“Underpayment”), consistent with the
calculations required to be made hereunder. In the event that the Employer exhausts its
remedies pursuant to this Exhibit Paragraph 7(c) and the Employee thereafter is required to
make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid by the
Employer to or for the benefit of the Employee.
	 
	 	(c)  	The Employee shall notify the Employer in writing of any claim by the Internal Revenue
Service that if successful, would require the payment by the Employer of the Gross-Up
Payment. Such notification shall be given as soon as practicable but no later than ten
(10) Business Days after the Employee is informed in writing of such claim and shall
apprise the Employer of the nature of such claim and the date on which such claim is
requested to be paid. The Employer shall not pay such claim prior to the expiration of the
30-day period following the date on which it gives such notice to the Employer (or such
shorter period ending on the date that any payment of taxes with respect to such claim is
due). If the Employer notifies the Employee in writing prior to the expiration of such
period that it desires to contest such claim, the Employee shall:






	 	   	     (i) give the Employer any information reasonably requested by the Employer relating to
such claim;






	 	   	     (ii) take such action in connection with contesting such claim as the Employer shall
reasonably request in writing from time to time, including, without limitation, accepting
legal representation with respect to such claim by an attorney reasonably selected by the
Employer;






	 	   	     (iii) cooperate with the Employer in good faith in order effectively to contest such
claim; and






	 	   	     (iv) permit the Employer to participate in any proceedings relating to such claim;
 






	 	   	provided, however, that the Employer shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such contest and
shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax
or income tax (including interest and penalties with





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respect thereto) imposed as a result of such representation and payment of costs and
expenses. Without limitation of the foregoing provisions of this Exhibit Paragraph 7(c),
the Employer shall control all proceedings taken in connection with such contest and, at
its sole option, may pursue or forgo any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Employee to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and the Employee agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Employer shall determine;
provided, however, that if the Employer directs the Employee to pay such claim and sue for
a refund, the Employer shall, to the extent permitted by law, advance the amount of such
payment to the Employee on an interest-free basis and shall indemnify and hold the Employee
harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or
penalties with respect thereto) imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and further provided that any extension of the
statute of limitations relating to payment of taxes for the taxable year of the Employee
with respect to which such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Employer’s control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee
shall be entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.




	 	(d)  	If, after the receipt by the Employee of an amount advanced by the Employer pursuant to
this Exhibit Paragraph 7(c), the Employee becomes entitled to receive any refund with
respect to such claim, the Employee shall (subject to the Employer’s complying with the
requirements of this Exhibit Paragraph 7 (c)) promptly pay to the Employer the amount of
such refund (together with any interest paid or credited thereon after taxes applicable
thereto). If, after the receipt by the Employee of an amount advanced by the Employer
pursuant to this Exhibit Paragraph 7(c), a determination is made that the Employee shall
not be entitled to any refund with respect to such claim and the Employer does not notify
the Employee in writing of its intent to contest such denial of refund prior to the
expiration of thirty (30) days after such determination, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such advance shall
offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.





	 	 	 	 	 
	Initials:
	 	/s/ ERW	 	Edward Wohlwender
	 
	 	/s/ ABM	 	Antonio B. Mon







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