ex101.htm


     


      
        

      

    

    Exhibit 10.1


    


      RESTATED
SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS

      


      This Restated Settlement Agreement
and Mutual Release of Claims (the “Agreement”) hereby restates and replaces in
its entirety the Settlement Agreement and Mutual Release of Claims dated
February 20, 2009, between Clay A. Halvorsen and Standard Pacific Corp. (“SPC”
or “Company”).

    

    


    1.           Mr.
Halvorsen has been employed at SPC as Executive Vice President, General Counsel
and Secretary.  A dispute concerning Mr. Halvorsen’s employment has
arisen that includes, but is not limited to, the following allegations (the
“Dispute”):

    


    a.           Alleged
breach of agreement concerning the terms and conditions of Mr. Halvorsen’s
employment as provided by certain oral representations made by the Company’s
prior CEO, and by implication through the Company’s course of
conduct.

    


    b.           Alleged
violation by SPC of the terms and conditions of Mr. Halvorsen’s December 1, 2006
Change in Control Agreement.

    


    c.           Alleged
constructive termination of Mr. Halvorsen and retaliation against him for
asserting rights to which he contends he is legally entitled.

    


    2.           In
exchange for the payment specified below, and the other promises contained
herein, Mr. Halvorsen and SPC agree that the Company shall accept Mr.
Halvorsen’s resignation, effective February 20, 2009.

    


    3.           The
purposes of this Agreement are:

    


    a.           To
effectuate a final and binding disposition of all claims by Mr. Halvorsen,
including, but not limited to, any and all claims arising out of or related to
the Dispute, and all damages resulting therefrom, including but not limited to
damages for emotional distress and attorneys’ fees; and

    


    b.           To
release SPC and its past, present and future officers, directors, shareholders,
owners, parent companies, subsidiaries, divisions, affiliates, joint venturers,
predecessors, successors, assigns, agents, employees, attorneys,
representatives, insurers, reinsurers, the SPC Change in Control Agreement, and
related benefit plans, funds or programs (collectively referred to herein as
“Releasees”) from any claims for relief, causes of action, disputes, damages,
costs and liabilities of any nature whatsoever, known or unknown, that Mr.
Halvorsen has or may have against SPC (collectively referred to herein as
“Claims”).

    


    c.           To
release Mr. Halvorsen and his agents, representatives and attorneys from any and
all claims for relief, causes of action, disputes, damages, costs and
liabilities of any nature whatsoever, known or unknown, that SPC has or may have
against Mr. Halvorsen.

    


    4.           This
is a compromise settlement of all Claims.  This Agreement does not
constitute an admission of liability on the part of any party, nor an admission,
directly or by implication, that any party has violated any law, rule,
regulation, contractual right or any other duty or obligation.  This
Agreement is entered into voluntarily by Mr. Halvorsen and SPC of their own free
will and accord without any coercion or duress whatsoever solely to avoid
further costs, risks and hazards of litigation and to settle all such claims in
a final and binding manner.

    


    5.           In
consideration of the mutual promises, covenants and understandings contained
herein, it is hereby agreed:

     

    a.           On
or within two (2) days following August 21, 2009 (the date six (6) months and
one (1) day after Mr. Halvorsen’s separation of employment from SPC), SPC will
pay to Mr. Halvorsen a cash payment in a single sum, in the amount of
one-million, five-hundred fifty-thousand dollars ($1,550,000.00) (the
“Payment”).  The Payment shall be broken down as
follows:  $560,000.00 of the Payment shall be payment for Mr.
Halvorsen’s 2008 bonus; and the remaining $990,000.00 of the Payment shall be
payment in settlement of Mr. Halvorsen’s rights under the December 1, 2006
Change in Control Agreement and for other claims released in this
Agreement.  Other than as set forth in this paragraph 5, Mr. Halvorsen
renounces any other claim for wages, compensation, or other
benefits.  SPC will issue an IRS W-2 for the amounts paid under this
Agreement.  Payment under this Agreement extinguishes all obligations
by SPC under Mr. Halvorsen’s December 1, 2006 Change in Control Agreement and,
except as set forth in this Agreement, any other oral or written employment or
compensation agreements, which are hereby terminated.

     

    b.           Mr.
Halvorsen acknowledges that he has submitted claims for, and has been
compensated for, all claims for reimbursement for any expenses or accrued
benefits owing to him by SPC as an employee of the Company.  SPC
agrees that it will cancel (or otherwise transfer from Mr. Halvorsen’s name) any
and all Company credit cards.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    c.           All
perquisites and employee benefits and Mr. Halvorsen’s participation in all
employee benefit programs of the Company will be terminated on February 20,
2009, except as set forth below:

     

    (i)           Payout
of Accrued Unused Vacation Time.  As of February 20, 2009, Mr.
Halvorsen shall be entitled to receive payment for his 240 hours of accrued
unused vacation.  The value is $50,770.  This amount is in
addition to any other payments due under this Agreement.  The parties
agree that this amount shall be paid minus withholding on or before February 25,
2009.

     

    (ii)           Mr.
Halvorsen will keep his Company-issued Blackberry and may transfer his telephone
number to his own separate account with a service provider, at his own
expense.

     

    (iii)           COBRA/Cal-COBRA
Payments.  The Company shall reimburse Mr. Halvorsen for his monthly
COBRA/Cal-COBRA payments for himself and his covered and eligible dependents for
a period of twenty-four months following February 28, 2009, provided he
exercises his right to continue his insurance pursuant to
COBRA/Cal-COBRA.  The reimbursements shall only be for the cost of
medical, vision and dental insurance premiums, and shall not include costs for
life insurance or any other programs.  Mr. Halvorsen has received
notice of his rights to benefits under COBRA/Cal-COBRA, and notice of options
regarding distributions of his account balance in the Standard Pacific
Retirement and Savings Plan, receipt of which notice is hereby
acknowledged.

     

    (iv)           Mr.
Halvorsen shall be entitled to his vested rights in the Company’s 401(k)
plan.

     

    (v)           Mr.
Halvorsen shall have no right to his unvested stock options. He shall have
ninety (90) days from February 20, 2009 to exercise any vested stock
options.

     

    
      d.           Mr.
Halvorsen agrees that the payments set forth herein constitute the entire amount
of consideration provided to him under this Agreement and that he is not
entitled to and will not seek any further compensation of any kind, either
monetary or otherwise, for any other claimed wage, benefit, damage, costs or
attorneys’ fees from the Releasees.

       

    

    6.           a.           SPC,
on behalf of itself, its agents, subsidiaries, attorneys, successors in
interest, subrogees, subrogors, heirs, executors, administrators and assigns,
hereby irrevocably and unconditionally releases, acquits and forever discharges
Halvorsen and his agents, representatives and attorneys, from all claims
(including any claim by stockholders on behalf of the Company in the form of a
derivative suit), debts, liabilities, demands, obligations, promises, acts,
agreements, costs, and expenses (including, but not limited to, attorney’s
fees), damages, injuries, actions and causes of action, of whatever kind or
nature, whether legal or equitable, known or unknown, suspected or unsuspected,
contingent or fixed, based upon, arising out of, appertaining to, or in
connection with any matter, event or circumstance occurring or arising on or
prior to the date of the execution of this Agreement, including, but not limited
to, any claims or causes of action related in any manner to Halvorsen’s
employment with SPC.

    


    b.           The
parties hereby waive all rights under section 1542 of the California Civil Code
with respect to the Releasees, which section the parties acknowledge have been
fully explained to them by their attorneys and which they fully
understand.  Section 1542 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.

    


    Notwithstanding
the provisions of Section 1542 of the California Civil Code, the parties
hereby irrevocably and unconditionally release and forever discharge each other
and all of the Releasees from any and all charges, complaints, claims, and
liabilities of any kind or nature whatsoever, known or unknown, suspected or
unsuspected, which he at any time heretofore had or claimed to have had or which
he may have or claim to have regarding events that have occurred as of the date
of this Agreement.

    


    Mr.
Halvorsen agrees that the consideration in this Agreement includes consideration
for the release of any claim of age discrimination under the Age Discrimination
in Employment Act of 1967 (29 U.S.C. §§ 621-634) (the “ADEA”).

    


    (i)           Mr.
Halvorsen acknowledges that SPC has advised him that he may consult with an
attorney of his choosing prior to signing this Agreement and that he has no less
than twenty-one (21) days during which to consider the provisions of this
Agreement, although he may sign and return it sooner.

     

    (ii)           Mr.
Halvorsen has carefully read and fully understands all of the provisions of this
Agreement, which is written in a manner that he clearly understand.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iii)           Mr.
Halvorsen is, through this Agreement, releasing the Releasees from any and all
claims he may have against the Releasees arising before the execution of this
Agreement.

     

    (iv)           Mr.
Halvorsen knowingly and voluntarily agrees to all of the terms in this
Agreement.

     

    (v)           Mr.
Halvorsen knowingly and voluntarily intends to be legally bound by this
Agreement.

     

    (vi)           Mr.
Halvorsen understands that he has a period of seven (7) calendar days after the
date that he signs this Agreement to revoke this Agreement by having his legal
counsel deliver a written notification in person, by messenger or by facsimile
addressed to SPC c/o Kevin Lilly, Littler Mendelson PC, 2049 Century Park East,
5th
Floor, Los Angeles, California 90067, fax no. 310.553.5583.

     

    
      7.           Non-Disparagement
and Confidentiality Agreement

       

    

    a.           Mr.
Halvorsen will not disparage the Company, its officers, directors, employees,
agents, subsidiaries, or affiliates, or publish, republish, comment upon, or
otherwise disseminate any comments suggesting or otherwise accusing the Company
or its agents or employees of any act of discrimination, or
misconduct.  Nothing in this provision shall be construed to prevent
Mr. Halvorsen from giving truthful testimony pursuant to a valid subpoena or
other judicial process  Mr. Halvorsen agrees to cooperate in the
pending legal claims against Standard Pacific involving Jari Kartozian and
Stephen Scarborough by working with counsel to prepare for his deposition, if
necessary, providing testimony, and responding to questions from SPC’s
counsel.

    


    b.           SPC
agrees that the members of its Board of Directors and Executive Officers (as
such term is defined for Section 16 purposes under the Securities Exchange Act
of 1934) will not disparage Mr. Halvorsen to third parties.  Nothing
in this provision shall be construed to prevent any person from giving truthful
testimony pursuant to a valid subpoena or other judicial process.

    


    c.           Mr.
Halvorsen and his attorneys will keep this Agreement and its amounts and terms
confidential.   However, Mr. Halvorsen and his attorneys may disclose
this Agreement and its terms in their tax returns and to their respective
accountants and attorneys and Mr. Halvorsen’s spouse.  SPC shall be
obligated to respond to inquiries from prospective employers only by stating Mr.
Halvorsen’s dates of employment, and last position held.

     

    8.           Mr.
Halvorsen represents that he has not relied upon any advice whatsoever from SPC
or its attorneys, agents, employees or representatives as to the taxability,
whether pursuant to federal, state or local income tax statutes or regulations
or otherwise, of the settlement payment made hereunder.  Mr. Halvorsen
is solely responsible for his own tax obligations or consequences arising from
or relating to the payment of any settlement monies.

     

    9.           This
Agreement is binding upon and inures to the benefit of the respective heirs,
successors, assigns, personal representatives, executors and administrators of
Mr. Halvorsen and SPC.

    


    10.           Mr.
Halvorsen warrants and represents that he has not assigned or transferred any
claims in whole or in part to any other person or entity, and that he has
pending no complaints, charges, lawsuits or claims for benefits against SPC or
against (1) any current or former employee of SPC; (2) any affiliates or related
entities of SPC; or (3) the employees of the Releasees, with any governmental
agency or any court.  Mr. Halvorsen represents that he will not file
or refile any complaint, charge, lawsuit, or claim for benefits (other than for
unemployment benefits) against any of these entities or persons at any time
hereafter for any act or event occurring prior to the date of this Release, and
that if any agency or court assumes jurisdiction of any complaint, charge or
lawsuit against any of these entities or persons on behalf of any party, he will
request such agency or court to withdraw from the matter; provided, however,
this shall not limit any party from filing a lawsuit for the sole purpose of
enforcing its rights under this Release.  Nothing in this Agreement
shall be construed to prohibit Mr. Halvorsen from filing a charge or complaint,
including a challenge to the validity of this Agreement, with the Equal
Employment Opportunity Commission (“EEOC”) or participating in any investigation
or proceeding conducted by the EEOC.  This release is, however,
intended to be construed to the broadest extent possible by law, and the Company
reserves any and all rights to assert this release to the fullest extent allowed
by law, including, but not limited to, before the EEOC.

    


    11.           Mr.
Halvorsen and SPC agree that this Agreement satisfies and extinguishes any and
all claims concerning attorneys’ fees and costs incurred in connection with the
Dispute and this settlement.

    


    12.           This
Agreement shall not eliminate, limit or modify any contractual, common law or
statutory duty or obligation by SPC to indemnify Mr. Halvorsen from third party
claims arising out of his employment; nor shall it eliminate, limit or modify,
any rights he may have independent of this Agreement under any of the Company’s
insurance policies based on his employment through February 20,
2009.   This Agreement shall not eliminate, limit or modify any
of the terms of the Indemnification Agreement between Mr. Halvorsen and the
Company dated January 27, 1998, which shall remain in full force and
effect.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    13.           This
Agreement shall be interpreted in accordance with the plain meaning of its terms
and not strictly for or against either of the parties.  This Agreement
is entered into in California, shall be enforceable in California, and shall be
governed by the laws of the State of California.  This Agreement may
be entered into in counterparts, by fax, and in electronic format (including
email transmittal by PDF or other electronic means).

     

    14.           If
any terms or provisions of this Agreement are determined to be invalid or
unenforceable by a court of law of competent jurisdiction, the parties hereto
agree that such a determination will not affect the validity or enforceability
of the remaining terms and provisions of this Agreement, which will remain in
full force and effect.

    


    15.           The
parties agree that any dispute regarding the application, interpretation or
breach of this Agreement (including, but not limited to, any misrepresentation
made herein) will be subject to final and binding arbitration before
JAMS/Endispute of Orange County, California.  Attorneys' fees, costs
and damages (where appropriate) shall be awarded to the prevailing party in any
dispute, and any resolution, opinion or order of JAMS/Endispute may be entered
as a judgment of a court of competent jurisdiction.  This Settlement
Agreement shall be admissible in any proceeding to enforce its
terms.

    


    16.           This
instrument contains the entire agreement between the parties and supersedes any
previous negotiations, agreements or understandings of any kind relating to the
subject matter hereof.  Any oral representations or modifications
concerning this instrument will be of no force or effect.  Any
representation not expressly contained in this Agreement was not material to any
party's decision to enter into this Agreement.  This Agreement can be
modified only in the form of a writing signed by the parties hereto and
specifically identified as an amendment to this Agreement.

    


    17.           Having
read the foregoing, having fully understood and agreed to the terms and
provisions of this Agreement, having been advised by independent legal counsel
and intending to be bound hereby, the parties voluntarily and of their own free
will execute this Agreement as follows:

    


    PLEASE
READ CAREFULLY.  THIS SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS
INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

    


    


    
      	
              DATED:
      February 26, 2009

            	 
      	
              /s/ Clay A. Halvorsen

            
	 
      	 
      	
              CLAY
      A. HALVORSEN

            


    

    


    
      	
              Approved
      as form:

            	 
      	
              SHARYL
      BILAS GARZA, ESQ.

            
	 	 	 
	
              DATED:
      February 26, 2009

            	 
      	
              By: /s/ Sharyl Garza

            
	 
      	 
      	
              Attorneys
      for Mr. Halvorsen

            


    

    


    
      	
              STANDARD
      PACIFIC CORP.

               

            	 
      	 
      
	
              DATED:
      February 26, 2009

            	 
      	
              By: /s/ Scott D. Stowell

            
	 
      	 
      	
              Authorized
      Representative

            


    

    


    
      	
              Approved
      as form:

            	 
      	
              KEVIN
      LILLY, ESQ.

            
	 	 	 
	
              DATED:
      February 26, 2009

            	 
      	
              By: /s/ Kevin Lilly

            
	 
      	 
      	
              Attorneys
      for Standard Pacific Corp.