ex101.htm


    
      

    

    Exhibit
10.1

     

    BONUS
AGREEMENT

    


    This
Bonus Agreement (this “Agreement”) is entered into
effective as of December 17, 2008 by and between Standard Pacific Corp., a
Delaware corporation (the “
Company ”), and Jeffrey V. Peterson (“ Executive ”).

    


    WHEREAS,
Executive stepped forward to serve the Company as its Chairman, Chief Executive
Officer, and President during a critical period in its history;

     

    WHEREAS,
the Company desires to compensate Executive for the exemplary service he
provided to the Company during this difficult period;

     

    WHEREAS,
Executive will continue to provide his significant expertise to the Company as a
member of the Company’s Board of Directors; and

     

    WHEREAS,
the Company now desires to appoint a new President and Chief Executive Officer
of the Company.

     

    NOW,
THEREFORE, in consideration of the foregoing premises and the covenants
contained in this Agreement, the Company and Executive agree as
follows:

    


    1. Resignation. Executive hereby confirms
his resignation as an employee, Chief Executive Officer, President, and Chairman
of the Board of Directors of the Company, effective as of December 17, 2008 (the
“Effective Date”).
Effective as of the Effective Date, Executive also hereby confirms his
resignation and retirement from all positions held as an employee, officer, or
director of any subsidiary or affiliate of the Company.  Executive
will continue to serve his term as a director of the Company.

    


    2. Consideration. In return
for the release described below and Executive’s other promises contained herein,
the Company agrees as follows:

    


    (a) Partial
Continuation of Stock Option
Vesting. Options to acquire an aggregate of 3,800,000 shares of Company
common stock were issued to Executive on August 22, 2008 (the “Options”) pursuant to the
terms of the Company’s 2008 Equity Incentive Plan.  As of the
Effective Date, the first quarter of the Options (950,000 options, the “First Tranche”) shall continue
to vest in accordance with their current vesting schedule for so long as
Executive remains a member of the Board of Directors of the Company; provided, however, that if
the Board of Directors fails to nominate Executive to stand for election as a
director at the Company’s May 13, 2009 Annual Meeting of Stockholders, the First
Tranche shall vest on May 13, 2009.  The remaining three tranches of
Options (2,850,000 options) shall be automatically cancelled as of the Effective
Date.

    


    (b) Extension of
Option Exercise Period for First
Tranche. 
The time period during which Executive shall be permitted to exercise the First
Tranche following vesting as described above shall be until the earlier of
(i) the date that is 90 days following the date that Executive ceases to be a
member of the Board of Directors and (ii) August 22, 2015. Notwithstanding the
foregoing, if Executive ceases to be a member of the Board of Directors because
the Board of Directors fails to nominate Executive to stand for election as a
director of the Company, then the time period for Executive to exercise the
First Tranche shall be extended to August 22, 2013. Executive understands
and acknowledges that options originally issued as incentive stock options may
lose the ability to qualify as incentive stock options as a result of this
extension of the option exercise period.

    


    (c)
Bonus.
Executive shall receive a single lump sum bonus payment of $3,000,000. This
payment shall be made to Executive prior to December 31, 2008. Except as
provided in this Agreement, Executive acknowledges that he is not entitled to,
and shall not receive, any salary (other than his base salary through December
17, 2008), bonus, equity compensation or other compensation for
2008.

     

    (d) Director
Compensation. Following the Effective
Date, Executive shall be entitled to all of the compensation and benefits
offered to Company non-management directors (including the ability to
participate in the Company health plans at Executive’s expense).

    


    3.
Benefits; Company Property; Vacation; Expenses.

    


    (a) Termination of
Benefits. All perquisites and employee benefits and Executive’s
participation in all employee benefit programs of the Company which are not
described herein (other than Executive’s rights under  the Company’s
401(K) plan) will terminate effective on the Effective Date.

    


    (b) Return of
Company Property. On the Effective Date, Executive’s privileges under all
Company credit cards will cease and Executive will be obligated to return to the
Company all property of the Company, except that Executive shall be entitled to
retain his cellular telephone.

    


    (c) Payout of
Accrued Unused Vacation Time. On the Effective Date, Executive shall be
entitled to receive payment of Executive’s accrued unused vacation. As of
December 17, 2008, this amount totaled $25,933.18.

    


    (d) Reimbursement of
Business Expenses. Executive shall be entitled to receive reimbursement
for all properly documented business expenses incurred prior to the Effective
Date.  Executive agrees to submit proper documentation of all such
expenses no later than March 31, 2009. The Company shall provide reimbursement
within 30 days of receipt of Executive’s properly documented business
expenses.

     

    (e) Withholding and
Taxes. All amounts required to be paid by the Company hereunder shall be
subject to any and all applicable withholdings, including any withholdings for
any related federal, state or local taxes. Executive shall be responsible for
any and all income taxes or other taxes incurred by Executive as a result of his
receipt of any compensation received from the Company pursuant to the terms of
this Agreement.

    


    4.
Nondisclosure; Non-Disparagement; Non-Solicitation.

    


    (a)
Nondisclosure. Executive acknowledges that in the course of his
employment with the Company, certain factual and strategic information
specifically related to the Company and its affiliates has been disclosed to him
in confidence (“Company
Information”). Executive agrees to keep such Company Information
confidential, not to make use of such information on his own behalf or for any
other purpose.

    


    (b)
Non-Disparagement. Executive shall not
disparage the Company, its officers, directors, employees, agents, subsidiaries,
or affiliates, or publish, republish, comment upon, or otherwise disseminate:
(A) any claims made by him against the Company; (B) any other comments
suggesting or otherwise accusing the Company or its agents or employees of any
act of discrimination, misconduct, other negative behavior or any breach of any
agreements. Nothing in this provision shall be construed to prevent Executive
from giving truthful testimony pursuant to a valid subpoena or other judicial
process.

    


    (c)
Non-Solicitation. Without the prior written consent of the Company, for a
period of two (2) years following the Effective Date, Executive shall not,
directly or indirectly, entice or solicit or seek to induce or influence any
person who is an employee or consultant of the Company or any of its affiliates,
to leave their employment or engagement with the Company or any of its
affiliates.

    


    (d) Equitable
Relief. Each party hereto agrees that his violation, or threatened
violation, of Sections
4(a), 4(b) and 4(c) would cause irreparable damage to the other party
hereto and its affiliates. Each party hereto shall be entitled to seek an
injunction prohibiting the other party hereto from any such violation or
threatened violation.

    


    5.
Release.

    


    (a)
Except as prohibited by law, Executive, on behalf of himself and his successors
and assigns does hereby forever release, discharge and acquit the Company and
its subsidiaries, divisions, affiliates, and their respective predecessors in
interest, members, partners, principals, shareholders, directors, officers,
agents, employees, and representatives, and the successors and assigns of each
of them (each a “Company
Released Party”), from any and all charges, complaints, claims, demands,
obligations, promises, agreements, damages, actions, causes of action, suits,
rights, costs, losses, debts, expenses (including attorneys’ fees and costs),
liabilities, and indebtedness, of every type, kind, nature, description or
character, whether known or unknown, suspected or unsuspected, liquidated or
unliquidated, arising from, under or related to, Executive’s employment,
retention or other relationships with the Company or its affiliates, the
separation of that employment, retention or those relationships, and any event,
act or omission arising on or before the date of this Agreement including, but
not limited to, (1) any claim for salary, bonus, severance pay, or other
compensation, or (2) any claim for non-vested benefits under any employee
benefit plan, whether or not heretofore brought before any state or federal
court or before any state or federal agency or other governmental entity (the
“Released Matters”). The
Released Matters shall not include any claims for any of the following:
(i) indemnification and defense as an officer, employee or agent under
applicable law, charter document or the indemnification agreement between the
Company and Executive (the “Indemnification Agreement”), (ii) the parties’
rights under this Agreement, (iii) Executive’s rights under any stock
option agreement and the Company’s 401(k) plan, (iv) Executive’s right to
workers’ compensation or unemployment benefits, (v) Executive’s rights with
respect to coverage under the Company’s directors and officers insurance policy.
For the avoidance of doubt, the releases contained herein shall not be construed
to limit Executive’s rights to the advancement of expenses provided under
applicable law, the Company’s charter documents or the Indemnification
Agreement.

    


    (b)
Executive acknowledges and agrees that the releases made herein constitute final
and complete releases of the Company Released Parties with respect to all
Released Matters, and that by signing this Agreement, Executive is forever
giving up the right to sue or attempt to recover money, damages or any other
relief from the Company Released Parties for all claims he has or may have with
respect to the Released Matters (even if any such claim is unforeseen as of the
date hereof).

    


    (c)
Executive represents and warrants that he understands California Civil Code
Section 1542, which provides as follows:

    


    “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.”

    


    Executive,
being aware of Section 1542, hereby expressly waives any and all rights he
may have thereunder as well as under any other statute or common law principles
of similar effect under the laws of any state or the United States. This
Agreement shall act as a release of all claims that may arise from the Released
Matters, whether such claims are currently known or unknown, foreseen or
unforeseen including, without limitation, any claims for damages resulting from
the acts or omissions which occurred on or before the date of this
Agreement.

     

    Thus,
notwithstanding the provisions of Section 1542, and for the purpose of
implementing a full and complete release and discharge of the Company Released
Parties, Executive expressly acknowledges that this Agreement is intended to
include in its effect, without limitation, all Released Matters which he
does not know or suspect to exist in his favor at the time of execution hereof,
and that this Agreement contemplates the extinguishment of all such Released
Matters.

    


    6. No Claims. Executive
represents and warrants that he has not instituted any complaints, charges,
lawsuits or other proceedings against any Company Released Parties with any
governmental agency, court, arbitration agency or tribunal. Executive further
agrees that he will not, directly or indirectly, (i) file, bring, cause to
be brought any complaint, charge, lawsuit or other proceeding or action against
any Company Released Parties at any time hereafter for any Released Matters, or
(ii) defend in whole or in part any action, proceeding or suit brought to
enforce any rights or obligations set forth in this Agreement, on the grounds
that any or all of the terms or provisions of this Agreement are illegal,
invalid, not binding, unenforceable or against public policy, except that
this Section 6  shall
not apply to the right to file, join or participate in, or provide any
assistance in connection with a charge or complaint with the Equal Employment
Opportunity Commission.

    


    7. Advice of Counsel.
Executive represents and agrees that he fully understands his right to discuss,
and that the Company has advised him to discuss, all aspects of this Agreement
with his private attorney, that he has carefully read and fully understands all
the provisions of the Agreement, that he understands its final and binding
effect, that he is competent to sign this Agreement, and that he is voluntarily
entering into this Agreement.

    


    8. Acknowledgment. Executive
represents and agrees that in executing this Agreement he is relying solely upon
his own judgment, belief and knowledge, and the advice and recommendations of
any independently selected counsel, concerning the nature, extent and duration
of his rights and claims. Executive acknowledges that no other individual has
made any promise, representation or warranty, express or implied, not contained
in this Agreement, to induce Executive to execute this Agreement. Executive
further acknowledges that he is not executing this Agreement in reliance on any
promise, representation, or warranty not contained in this
Agreement.

     

    9.
Miscellaneous

    


    (a) Binding on
Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the successors and assigns of the Company
and shall inure to the benefit of and be binding upon Executive’s heirs,
executors, administrators, successors and assigns.

    


    (b)
Arbitration.
Executive and the Company acknowledge and agree that any dispute regarding the
application, interpretation or breach of this Agreement will be subject to final
and binding arbitration before a single arbitrator who is a retired judge with
JAMS/Endispute and in accordance with JAMS/Endispute’s rules for the resolution
of employment disputes. Attorneys’ fees, costs and damages (where appropriate)
shall be awarded to the prevailing party in any dispute, and any resolution,
opinion or order of the arbitrator may be entered as a judgment of a court of
competent jurisdiction. This Agreement shall be admissible in any proceeding to
enforce its terms.

     

     (c)
Severability.
Should any provision of this Agreement be found, held, declared, determined, or
deemed by any arbitrator or court of competent jurisdiction to be void, illegal,
invalid or unenforceable under any applicable statute or controlling law, the
legality, validity, and enforceability of the remaining provisions will not be
affected and the illegal, invalid, or unenforceable provision will be deemed not
to be a part of the Agreement.

    


    (d) Governing
Law. This
Agreement shall be construed and interpreted in accordance with California
law.

    


    (e) Entire
Agreement. This
Agreement contains the entire agreement and understanding between Executive and
the Company regarding the matters set forth herein and replaces all prior
agreements, arrangements and understandings, written or oral, including, without
limitation, that certain Severance Agreement between Executive and the Company
dated September 2, 2008 and those certain letter agreements between
Executive and the Company dated May 15, 2008 and March 20,
2008.  Neither Executive nor the Company shall be bound or liable for
any representation, promise or inducement not contained in this Agreement. This
Agreement cannot be amended, modified, supplemented, or altered, except by
written amendment or supplement signed by Executive and the
Company.

    


    (f)
Counterparts.
This Agreement may be executed in counterparts, including facsimile
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement. Delivery of an executed counterpart
of a signature page to this Agreement by facsimile transmission shall be
effective delivery of a manually executed counterpart to this
Agreement.

     

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.

     

     

    
      
        	
                THE
      COMPANY:

                STANDARD
      PACIFIC CORP.,

                a
      Delaware corporation

              
	 
      	 
      
	
                By:

              	
                /s/
      Larry D. McNabb

              
	 
      	
                Larry
      D. McNabb

                Director

              


      

       

      
        	
                EXECUTIVE

              
	 
      	 
      
	
                By:

              	
                /s/
      Jeffrey V. Peterson

              
	 
      	
                Jeffrey
      V. Peterson