EXHIBIT 10 (e)
UNITED MOBILE HOMES, INC.
Employment of the President - Xxxxxx X. Xxxxx
AGREEMENT EFFECTIVE JANUARY, 1, 2002
BY AND BETWEEN: United Mobile Homes, Inc., a New Jersey
Corporation ("Corporation")
AND: Xxxxxx X. Xxxxx ("Employee")
Corporation desires to employ Employee to the business of
the Corporation and Employee desires to be so employed. The
parties agree as follows:
1. Employment.
Corporation agrees to employ Employee and Employee agrees to
be employed in the capacity of President for a term of three (3)
years effective January 1, 2002 and terminating December 31,
2004.
2. Time and Efforts.
Employee shall diligently and conscientiously devote his
time and attention and put his best efforts to the discharge of
his duties as President of the Corporation.
3. Board of Directors
Employee should at all times discharge his duties and
consultation with an under supervision of the Board of Directors
of the Corporation. In the performance of his duties, Employee
shall make his principal office in such place as the board of
Directors of the Corporation and Employee from time to time
agree.
4. Compensation.
A. First year. During the Corporation's fiscal year
beginning January 1, 2002 Corporation shall pay
to the Employee as compensation for his services
the sum of $285,000, which shall be paid in equal
bi-weekly installments.
B. Second year. During the Corporation's fiscal year
beginning January 1, 2003 Corporation shall pay to
the Employee as compensation for his services the
sum of $299,250, which shall be paid in bi-weekly
installments.
C. Third year. During the Corporation's fiscal year
beginning January 1, 2004 Corporation shall pay
to the Employee as compensation for his services
the sum of $314,212, which shall be paid in
bi-weekly installments.
Employment Agreement
Page 2
Thereafter, the term of this Employment Agreement shall
be automatically renewed and extended for successive one-
year periods except that either party may, at least
ninety (90) days prior to such expiration date or any
anniversary thereof, give written notice to the party
electing that this Employment Agreement not be renewed or
extended, in which event is Employment Agreement shall
expire as of the expiration date or anniversary date,
respectively. In the event a merger of the Company, sale
or change of control, Employee shall have the right to
extend and renew this Employment Agreement so that the
expiration date will be three years from the date of
merger, sale or change of control.
D. Bonuses shall be paid at the discretion of the Board of
Directors. The following guidelines are agreed to:
1. The maximum bonus will be 21% of base salary.
2. Performance will be measured by achieving one or more
of the following goals:
a. FFO per share to increase 8% or an average of 8%
over three years. Income to be calculated based
on ordinary park operation income after tax income.
Extraordinary one time items not to be included for
performance purposes. Any increase or decrease in
the number of shares is to be adjusted so that the
determination is based on a constant number of
shares. Issuance of shares for the purpose of
increasing FFO from park operations will be
factored in determining the increased FFO per
share.
b. Board shall be in the position to increase
dividend 8% yearly at 80% of FFO.
c. There shall be a net increase in park occupancy of
50 units per year.
The bonus of 21% of base salary will be paid 1/3 for each
goal met.
The payment of any one bonus under this plan does not
exclude the payment of any other bonuses including the stock
option bonus referred to below:
3. Stock option bonus: The Employee shall receive the
Option to Purchase 25,000 shares of stock at market
price or the price required by law each year unless
grant of the option exceeds the number of shares
allowed by the option plan.
Employment Agreement
Page 3
5. Loans.
The Corporation agrees to loan the employee the money
necessary for the exercise of any stock option awarded pursuant
to this contract or previously awarded to the Employee, provided
said loan is secured by the restricted or unrestricted stock
granted under the option and by personal guarantee and provided
interest is paid monthly at United's corporate long term
borrowing rate. Each limited by option price. The loan shall be
a 5 year balloon loan amortized over 15 years. In addition, a
loan of $350,000 will be granted upon signing of this contract
pursuant to the above terms. This loan shall be a three year
loan at UMH's corporate loan borrowing rate.
6. Expenses.
Corporation will reimburse the Employee for reasonable and
necessary expenses incurred by him and carrying out his duties
under this agreement. Employee shall present to the Corporation
from time-to-time, an itemized account of such expenses in such
forms as may be required by the Corporation.
7. Automobile.
In recognition of Employee's need for an automobile for
business purposes, the Corporation will provide the Employee with
an automobile including maintenance, repairs, insurance and all
costs incident thereto, all comparable to those presently
provided to Employee by the Corporation.
8. Indemnity and Attorneys Fees.
The Corporation agrees to indemnify the Employee from any
and all lawsuits filed directly against the Employee in either
his capacity as Employee or as a Director of the Corporation.
The Corporation will pay all attorneys fees and costs to defend
the Employee from any such lawsuits.
9. Vacation.
Employee shall be entitled to take four (4) paid weeks
vacation per year.
10. Disability or Severance.
The Corporation will pay Employee an amount equal to the
premium for the Employee's purchase of disability insurance.
Additionally, Employee is entitled to one year's severance pay if
the severance is a result of action by the Board. Employee is
not entitled to both at the same time.
Employment Agreement
Page 4
11. 401-K Plan.
The Corporation will continue to provide a 401-K Plan, which
the Employee can contribute to at his option.
12. Change of More than Three Corporate Directors.
In the event a change of more than three (3) Directors of
the Corporation during the term of this Contract, then Xxxxxx X.
Xxxxx, shall have the option to cancel this Contract at any time
after the change of more than three (3) Directors. Notice of
intent to cancel the Contract shall be sent by Xxxxxx X. Xxxxx to
each Board member of the Corporation and shall be effective
thirty (30) days after the mailing.
13. Notices.
All notices required or permitted to be given under this
agreement shall be given by certified mail, return receipt
requested to the parties at the following addresses or such other
addresses as either may designate in writing to the other party:
Corporation: United Mobile Homes, Inc.
0000 Xxxxx 0 Xxxxx, Xxxxx 0-X
Xxxxxxxx, XX 00000
Employee: Xxxxxx X. Xxxxx
000 Xxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
14. Governing Law.
This Agreement shall be construed and governed in accordance
with the laws of the State of New Jersey.
15. Entire Contract.
This Agreement constitutes the entire understanding and
agreement between the Corporation and Employee with regard to all
matters herein. There are no other agreements, conditions or
representations oral or written express or implied with regard
thereto. This Agreement may be amended only in writing and
signed by both parties hereto.
Employment Agreement
Page 5
IN WITNESS WHEREAS, Corporation has by its appropriate
officers signed and affixed its seal and Employee has signed and
sealed this Agreement.
UNITED MOBILE HOMES, INC.
(SEAL) BY: /s/ Xxxxxxx Xxxxx
Xxxxxxx Xxxxx
Compensation Committee
BY: /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Employee
BY: /s/ Xxxxxx Xxxxxxxxxx
Xxxxxx Xxxxxxxxxx
Compensation Committee
