{"id":39293,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-kaufman-and-broad-home-corp-and-albert-z.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-kaufman-and-broad-home-corp-and-albert-z","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-kaufman-and-broad-home-corp-and-albert-z.html","title":{"rendered":"Employment Agreement &#8211; Kaufman and Broad Home Corp. and Albert Z. Praw"},"content":{"rendered":"<pre>\n                          [KAUFMAN-BROAD LETTERHEAD]\n\nFebruary 20, 1994\n\nMr. Albert Z. Praw\n3350 Scadlock Lane\nSherman Oaks, CA 91403\n\nRe:      Employment Agreement\n\nDear Albert:\n\n         This letter agreement (the 'Agreement') will confirm our understanding\nconcerning the terms and conditions of your employment with Kaufman and Broad\nHome Corporation (the 'Company') as follows:\n\n         1.       Employment. The Company hereby employs you and you hereby \naccept employment by the Company in accordance with the terms and provisions of\nthis Agreement. You shall be an employee exclusively of the Company and shall\nserve the Company to the best of your abilities, devoting your full productive\ntime, energies and abilities, to your obligations hereunder. All improvements,\ndiscoveries, business relationships, corporate opportunities, management\nprocedures and goodwill, conceived, divested, established, developed or\nperfected by you during the period of your employment and related in any way to\nthe business of the Company or any of its affiliates shall be the exclusive\nproperty of the Company. You may engage in personal and philanthropic\nactivities if these activities do not interfere or conflict with your duties\nand responsibilities to the Company.\n        \n         2.       Term. The term of this Agreement shall commence on March 1, \n1994, and, subject to earlier termination as provided herein, shall continue\nthrough January 31, 1999, provided that either party gives prior written notice\nof termination of the Agreement at least 60 days prior to January 31, 1999. In\nthe event that no written notice is given by that date, this Agreement shall\ncontinue in full force and effect until 60 days after written notice of\ntermination is given by either party, or the date specified in such notice,\nwhichever is later.\n        \n         3.       Duties and Responsibilities. You shall be employed as the \nSenior Vice President, Real Estate, of the Company and as such shall have the\nduties and responsibilities as may be reasonably be assigned to you by the\nBoard of Directors or the Chief Executive Officer of the Company. You shall\nperform such duties to the best of your abilities and with the skill and\njudgement expected of an executive intrusted with the management of a\ncomparable business enterprise. You shall act in the best interests of the\nCompany and its shareholders, subject to such policies and directives as are\npromulgated by the Board of Directors or the Chief Executive Officer.\n        \n\n\n\n\nAlbert Z. Praw\nFebruary 20, 1994\nPage two\n\n         4.       Compensation. For all services rendered by you to the Company\nhereunder, you shall be compensated as follows:\n\n                  (a) Base salary and Opportunity to Defer. You shall receive a\n         fixed base salary which shall be payable in semi-monthly installments\n         in accordance with the common payroll practices of the Company. Your\n         base salary shall begin at an annual rate of $300,000, and, commencing\n         January 1, 1995, and annually thereafter, your salary shall be reviewed\n         for an increase. You shall be entitled to defer receipt of all or part\n         of your salary and bonus to the maximum extent authorized and allowed\n         by federal and state tax laws and Company policy.\n\n                  (b) Incentive Compensation. For fiscal year 1994 (ending\n         November 30, 1994), you will be eligible for a Discretionary Incentive\n         Award based on profits and the degree of success achieved in meeting\n         specific mutually agreed upon goals. At achievement of business plan\n         and with expected performance by you, your award will range from\n         0-to-60% of your base salary. You are guaranteed to receive a minimum\n         Incentive Award of $150,000 for fiscal year 1994. Your individual\n         performance shall be judged based on annual performance achievements\n         and is the sole discretion of company management. Receipt of any\n         Incentive Award is contingent upon your continuous employment through\n         the payment date (normally occurring the following January).\n\n                  (c) Employee Benefits. You shall also be entitled to receive\n         during the term of this Agreement all other executive benefits and\n         similar plans as may be offered by the Company to its key executive\n         personnel from time to time. A car allowance of $500 per month plus a\n         gasoline credit card for business use will be provided. You shall be\n         entitled to receive proper reimbursement by the Company for all\n         reasonable out-of-pocket expenses incurred by you (in accordance with\n         the policies and procedures established by the Company for its senior\n         executives) in performing services under this Agreement. You shall be\n         entitled to participate in all employee benefits programs of the\n         Company now or hereafter made available to the Company's executives or\n         salaried employees generally, as such programs may be in effect,\n         modified or eliminated from time to time, including and without\n         limitation to stock option plans, stock purchase plans, restricted\n         stock plans, pension and other retirement plans, profit sharing plans,\n         group life insurance, accidental death and dismemberment insurance,\n         hospitalization, surgical, major medical and dental coverage, sick\n         leave (including salary continuation arrangement), long-term\n         disability, vacations, holidays and any other employee benefit programs\n         sponsored by the Company. A summary of executive benefits is attached\n         for your information.\n\n\n\nAlbert Z. Praw\nFebruary 20, 1994\nPage three\n\n                  (d) Performance Share Plan. Mr. Karatz will recommend to the\n         Personnel, Compensation, and Stock Plan Committee of the Board of \n         Directors at its next meeting a grant of 10,000 units of the 1994 \n         Performance Share Program.\n\n         5.       Termination.\n\n                  (a) Death. In the event of your death, this Agreement and all\n         your unearned rights hereunder shall terminate immediately. In such\n         event, the Company shall promptly pay your estate all earned but unpaid\n         incentive compensation, and any amounts you have deferred under Section\n         4(a). In addition, the Company shall pay your estate the current year\n         incentive compensation as if you survived until November 30.\n\n                  (b) Disability. In the event you shall become unable to\n         perform the services contemplated by this Agreement due to a physical\n         or mental disability for a continuous period of 8 weeks or an aggregate\n         of more than 90 days in any 120 day period, the Company may terminate\n         this Agreement by giving written notice of the termination to you. In\n         the event of any such termination by the Company, the Company shall\n         promptly pay to you all earned but unpaid incentive compensation, and\n         any amounts you have deferred under Section 4(a). In addition, the\n         Company shall pay you the current year incentive compensation as if the\n         disability did not occur until November 30.\n\n                  (c) Cause. The Company may terminate your employment for\n         'Cause'. 'Cause' shall mean: (i) you are grossly negligent in the\n         performance of your duties, or (ii) you commit a willful material\n         breach of this Agreement. If your employment is terminated for Cause\n         you shall be entitled to (i) any unpaid salary due you pursuant to\n         Section 4(a), above, for the period ending on the date of termination,\n         (ii) reimbursement by the Company pursuant to Section 4(c), above, in\n         respect of certain expenses incurred prior to your termination. Your\n         rights, if any, in the current year's incentive compensation shall be\n         extinguished. With respect to deferred amounts as provided in Section\n         4(a), above, such deferred amounts shall be paid to you within 60 days\n         of the termination date.\n\n                  (d) Without Cause. The Company may terminate this Agreement\n         and your employment hereunder without Cause by giving 60 days prior\n         written notice or pay in lieu of any part of that notice. In that\n         event, the Company shall pay you the equivalent of one year's base\n         salary plus 50% of the previous year's incentive compensation. The\n         foregoing amount will be paid in 12 monthly payments commencing in the\n         next month following the date of termination.\n\n                  All medical, dental, life and long term disability benefits\n         will remain in force for the 12 months that severance payments are\n         made.\n\n\n\n\n\nAlbert Z. Praw\nFebruary 20, 1994\nPage four\n\n         6.       Exclusive Benefit. As long as you are receiving compensation \nunder this Agreement you will not, as a director, officer, agent, employee,\npartner, owner, 5 or more percent shareholder, or otherwise, enter into or\nconduct any business or venture which may be competitive, directly or\nindirectly, with that of the Company or any affiliate. A business or activity\nshall be deemed to be competitive if it is substantially similar to one engaged\nin or conducted by the Company or an affiliate. It is understood that passive\ninvestments in income producing properties are permitted by this paragraph.\nFurthermore, you have agreed that after the term of the Agreement or for a\nperiod of one year thereafter you will not seek to employ any person employed\nby the Company or any of its affiliates in connection with any business\nactivity deemed competitive.\n        \n         During the performance of your duties on behalf of the Company, you\nshall receive and be entrusted with certain confidential and\/or secret\ninformation of a proprietary nature. You shall not disclose or use, during the\nterm of this Agreement or any time thereafter, any such information which is not\notherwise publicly available. The Company is entitled to seek equitable relief\nif you improperly disclose trade secrets to a competitor directly or indirectly.\n\n         7.       Effect of Waiver of Breach. The waiver by either party \nhereto of a breach of any provision of this Agreement by the other party shall\nnot operate or be construed to operate as a waiver of any subsequent breach by\nthe other party.\n        \n         8.       Entire Agreement; Amendments. This Agreement contains the \nentire Agreement between you and the Company concerning your employment. It\nsupersedes and replaces all prior agreements, whether expressed or implied,\nwritten or oral. This Agreement can not be changed orally, but only by an\nagreement in writing, signed by you and a representative of the Board of\nDirectors. Recently, new compensation legislation has been enacted (OBRA) which\nmay contain consequences for the structural make-up of this agreement. In that\ncase, appropriate changes will be made after agreement by both parties.\n        \n         9.       Severability. If any provisions of this Agreement shall be \nunlawful, void, or for any reasons unenforceable, they shall be deemed\nseparated from and in no way affect the validity or enforceability of the\nremaining provisions of the Agreement.\n        \n         10.      Governing Law. This Agreement is entered into in Los Angeles,\nCalifornia and shall be construed and enforced under the laws of the State of\nCalifornia.\n\n         11.       Arbitration. In the event that any controversy or dispute \nbetween you and the Company arising out of or relating to the employment\nrelationship, including, but not limited to any disputes in connection with the\nvalidity, construction, application or enforcement of the terms of this\nAgreement, occurs, any such controversy or dispute shall be submitted to final\nand binding arbitration pursuant to the then-current Commercial Rules of the\nAmerican Arbitration Association and the parties hereto expressly waive their\nrights, if any, to have such matters heard by a jury or a judge, whether in\nstate or federal court.\n        \n\n\n\n\nAlbert Z. Praw\nFebruary 20, 1994\nPage five\n\n         The cost of the arbitration including, but not limited to, any\nreasonable legal fees or other expenses incident thereto incurred in connection\nwith such arbitration, shall be determined by the arbitrator(s) and shall be\nborne by the prevailing party. During the pendency of the arbitration and up to\nthe date of the arbitrator's award, you shall participate in all employee\nbenefits programs of the Company (other than 401(k)) as provided in Section 4(c)\nabove.\n\n         The Company agrees to pay interest on any amounts payable to you under\nthis Agreement which are not paid within sixty (60) days after the date when due\nand on any money judgement which is awarded to you following a proceeding to\nenforce any portion of the date that payments should have been made under this\nAgreement. Such interest shall be calculated at 6% from the date that payments\nshould have been made under this Agreement to the time of actual payment.\n\n         In any arbitration concerning an alleged breach of section 5(c) the\nremedy available to the arbitrator shall be limited to the payments and benefits\navailable under section 5(d).\n\n         12. Assignability; Binding Nature. This Agreement shall bind and\nbenefit the Company, its successors and assigns and shall inure to the benefit\nand be binding on you, your heirs, executors and administrators, provided that\nyour duties and responsibilities hereunder may not be assigned or delegated by\nyou. No rights or obligations of the Company under this Agreement may be\nassigned or transferred except that such rights or obligations may be assigned\nor transferred by operations of law in the event of a merger or consolidation in\nwhich the Company is not the continuing entity, or the sale or liquidation of\nall or substantially all of the assets of the Company provided that the assignee\nor transferee is the successor to all or substantially all of the assets of the\nCompany and such assignee or transferee assumes the liabilities, obligations and\nduties of the Company, as contained in this Agreement, either contractually or\nas a matter of law. The Company further agrees that in the event of a merger,\nconsolidation, sale of assets, or liquidation as described in the preceding\nsentence, it shall use its best efforts to cause such assignee or transferee to\nassume the liabilities, obligations, and duties of the Company hereunder. If\nnot, the provisions of Section 5(d), above, will be deemed applicable.\n\n         13. Notices. Any notice required or permitted to be given under the\nAgreement shall be in writing and shall be deemed to have been given when\ndelivered personally or sent by courier, duly addressed to the party concerned\nat the address indicated below or to such changed address as the party may\nsubsequently give like notice of:\n\n\n\n\n\nAlbert Z. Praw\nFebruary 20, 1994\nPage six\n\nIf to the Company:         Kaufman and Broad Home Corporation\n                                    10877 Wilshire Boulevard, 12th Floor\n                                    Los Angeles, California  90024\n                                    Attn: Vice President of Human Resources\n\nTo you:                             Mr. Albert Z. Praw\n                                    3350 Scadlock Avenue\n                                    Sherman Oaks, California  91403\n\n         Any notice delivered personally under this Section 13 shall be deemed\ngiven on the date delivered and any notice sent by courier shall be deemed given\non the date delivery is recorded by the courier.\n\n         14. Withholding on Payment. All payments made by the Company under this\nAgreement shall be subject to normal deductions and withholding.\n\n         Please confirm the terms and conditions of this Agreement by executing\nthe enclosed copy of this Agreement below and returning it to me.\n\n                                                       Very truly yours,\n\n                                                       \/s\/ Bruce Karatz\n                                                       -----------------------\n                                                       Bruce Karatz\n                                                       Chairman and\n                                                       Chief Executive Officer\n\nAgreed this 28th day of February, 1994.\n\n\/s\/ Albert Z. Praw\n- ---------------------------------------\nAlbert Z. Praw\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7964],"corporate_contracts_industries":[9480],"corporate_contracts_types":[9539,9544],"class_list":["post-39293","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-kb-home","corporate_contracts_industries-construction__contractors","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39293","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39293"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39293"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39293"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39293"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}