ARE
WALTER PROPERTY. IN THE EVENT THAT YOU LEAVE THE EMPLOY OF WALTER, YOU WILL NOT
DISCLOSE ANY TRADE SECRETS OR CONFIDENTIAL
3
INFORMATION YOU ACQUIRED WHILE AN EMPLOYEE OF WALTER TO ANY OTHER PERSON OR
ENTITY, INCLUDING, WITHOUT LIMITATION, A SUBSEQUENT EMPLOYER, OR USE SUCH
INFORMATION IN ANY MANNER.
10.
DURING THE TERM OF YOUR EMPLOYMENT AND,
UNLESS YOUR EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT CAUSE, FOR A PERIOD
OF THREE YEARS AFTER TERMINATION OF YOUR EMPLOYMENT, YOU SHALL NOT: (I) DIRECTLY
OR INDIRECTLY ACT IN CONCERT OR CONSPIRE WITH ANY PERSON EMPLOYED BY WALTER IN
ORDER TO ENGAGE IN OR PREPARE TO ENGAGE IN OR TO HAVE A FINANCIAL OR OTHER
INTEREST IN ANY BUSINESS OR ANY ACTIVITY WHICH YOU KNOWS (OR REASONABLY SHOULD
HAVE KNOWN) TO BE DIRECTLY COMPETITIVE WITH THE BUSINESS OF WALTER AS THEN BEING
CARRIED ON; OR (II) SERVE AS AN EMPLOYEE, AGENT, PARTNER, SHAREHOLDER, DIRECTOR
OR CONSULTANT FOR, OR IN ANY OTHER CAPACITY PARTICIPATE, ENGAGE, OR HAVE A
FINANCIAL OR OTHER INTEREST IN ANY BUSINESS OR ANY ACTIVITY WHICH YOU KNOW (OR
REASONABLY SHOULD HAVE KNOWN) TO BE DIRECTLY COMPETITIVE WITH THE BUSINESS OF
WALTER AS THEN BEING CARRIED ON (PROVIDED, HOWEVER, THAT NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, YOU MAY OWN UP TO TWO
PERCENT (2%) OF THE OUTSTANDING SHARES OF THE CAPITAL STOCK OF A COMPANY WHOSE
SECURITIES ARE REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934).
NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A SALE OF THE HOMES GROUP
THAT DOES NOT RESULT IN THE PAYMENT TO YOU OF AN AMOUNT IN RESPECT OF YOUR
OPTIONS AT LEAST EQUAL TO THE STRIKE PRICE OF YOUR OPTIONS TIMES THE NUMBER OF
OPTIONS GRANTED, THE PERIOD DURING WHICH THE COVENANT SET FORTH IN THIS
PARAGRAPH 10 SHALL ENDURE SHALL BE SIX MONTHS AFTER CLOSING OF THE SALE.
11.
DEFINITIONS
A)
"CAUSE" SHALL MEAN YOUR (I) CONVICTION
OR GUILTY PLEA OF A FELONY INVOLVING FRAUD OR DISHONESTY, (II) THEFT OR
EMBEZZLEMENT OF PROPERTY FROM THE COMPANY (III) WILLFUL AND CONTINUED REFUSAL TO
PERFORM THE DUTIES OF YOUR POSITION (OTHER THAN ANY SUCH FAILURE RESULTING FROM
YOUR INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS) OR (IV) FRAUDULENT
PREPARATION OF FINANCIAL INFORMATION OF THE HOMES GROUP WHICH TOOK PLACE WITH
YOUR ACTUAL KNOWLEDGE.
B)
FOR PURPOSES OF THIS AGREEMENT, A
SIGNIFICANT DIMINUTION IN PAY OR RESPONSIBILITIES SHALL NOT HAVE OCCURRED IF
(I) THE AMOUNT OF YOUR BONUS OR EQUITY OPPORTUNITY FLUCTUATES DUE TO PERFORMANCE
CONSIDERATIONS UNDER THE COMPANY'S BONUS AND LONG TERM INCENTIVE PLANS IN EFFECT
FROM TIME TO TIME, OR (II) WALTER OR THE HOMES GROUP UNDERGOES A STRATEGIC
REALIGNMENT OF ITS BUSINESSES (SUCH AS A SPLIT-UP OR SPIN-OFF TRANSACTION), WITH
OR WITHOUT A SHAREHOLDER VOTE, AND YOU REMAIN THE SENIOR EXECUTIVE OF THE
BUSINESS THAT CARRIES ON THE BUSINESS OF THE HOMES GROUP WITH THE SAME
COMPENSATION ARRANGEMENTS AND EQUIVALENT EQUITY INTERESTS THAT EXISTED PRIOR TO
SUCH STRATEGIC REALIGNMENT.
12.
IN THE EVENT THAT ANY