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EXHIBIT 10.7
AMENDMENT TO EMPLOYMENT AGREEMENT
This amendment (the "Amendment") and the attached Schedule A are entered into as
of 30th day of April, 2001 by Xxx Xxxx Corporation, a Delaware corporation (the
"Company"), and XxXxx Xxxxxxxx. To the extent there is any actual or apparent
conflict between this Amendment and the terms of the Employment Agreement, this
Amendment shall prevail.
Whereas, Company and the Employee desire to amend the Agreement in certain
respects;
Now therefore, the Agreement is hereby amended as follows:
Section 2 of the Agreement is amended by the addition of the following
Section 2(e):
"(e) Merger with Pulte Corporation. Notwithstanding anything
in this Agreement to the contrary, upon the effective date of
the merger of Company and Pulte Acquisition Corp. pursuant to
the merger agreement dated April 30, 2001 (the "Merger
Effective Date") between Company, Pulte Corporation and Pulte
Acquisition Corporation, Employee will, at his election,
either continue as an at will employee of Company or become a
consultant to Company for the period (the "Post-Merger
Period") beginning on the Merger Effective Date and continuing
until the first to occur of (1) the first anniversary of the
Merger Effective Date and (2) termination of the Employee's
employment or consulting arrangement because of Employee's
death or disability, or termination by Company (if Company
terminates, he will automatically become a consultant for the
remainder of the one year period following the Merger
Effective Date. If Employee elects to continue as an Employee,
he may, at any time during the Post-Merger Period, elect to
cease being an employee and then must continue as a
consultant, on an as-needed basis by Company (making himself
available as reasonably requested by the Company) until the
end of the Post-Merger Period. Once Employee elects to be a
consultant, he may not return to employee status without the
consent of Company."
Section 11 is amended as follows:
"For purposes of this Section, a Competing Business is defined
as a business which operates within 100 miles of any existing
Company location in which any of the businesses of Company are
being conducted on the Merger Effective Date and which engages
in the development of any age-restricted communities of 500
units or greater in any location. The Restrictive Covenant of
this Section 11 will continue until the end of the Post-Merger
Period."
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Section 11 (a) (2) is amended as follows:
"During the Post Merger Period, directly or indirectly, for
himself, or on behalf of, or in conjunction with, any other
person or entity, seek to hire and/or hire any individual who
is employed by Company and/or Pulte Acquisition Corp., unless
previously terminated by the Company and/or Pulte Acquisition
Corp."
Section 11 (f) is amended by the addition of the following at the end
thereof:
"Notwithstanding the foregoing, if the Change-in Control
results from the merger of Company and Pulte Acquisition Corp.
pursuant to the merger agreement described in Section 2(e)
above, the restrictive covenant contained in this Section 11
will continue until the end of the Post-Merger Period."
Breach and Opportunity to Cure
No damages for any breach of the foregoing provisions shall be
available in the absence of providing Xx. Xxxxxxxx with 30
days' written notice and opportunity to cure.
Xxx Xxxx Corporation
By: /s/ Xxxxxxxxx X. Xxxxx
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Its: Senior Vice President and General Counsel
/s/ XxXxx Xxxxxxxx
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XxXxx Xxxxxxxx
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Schedule A
XxXxx Xxxxxxxx shall receive a fee of One Million Dollars ($1,000,000) on the
first anniversary of the Merger Effective Date.
Consulting/Advisory Duties: Xx. Xxxxxxxx will make himself reasonably available,
at such times as are mutually agreed upon, to act in an advisory capacity and to
provide professional guidance, input, counsel and advice as to matters relevant
to the Company's existing business locations and affairs and such other matters
that the Company shall request.
