Legend Properties Inc – ‘10-K’ for 12/31/97 – EX-10.2

As of:  Tuesday, 3/31/98   ·   For:  12/31/97   ·   Accession #:  950133-98-1204   ·   File #:  1-09885

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         56    321K 
 2: EX-10.2     Employment Contract-Edward F. Podboy                   6     25K 
 3: EX-21.1     Subsidiaries of the Registrant                         2±     7K 
 4: EX-27.1     Financial Data Schedule                                1      9K 

EX-10.2   —   Employment Contract-Edward F. Podboy

EX-10.2
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                                                                  EXHIBIT 10.2

EMPLOYMENT AGREEMENT

           THIS AGREEMENT is entered into this day ____ of March, 1998, by and
between LEGEND PROPERTIES, INC., a Delaware corporation (the "Company") and     
EDWARD F. PODBOY, an individual residing in the State of Virginia, (hereinafter 
"Podboy" or "Employee").                                                        

 W I T N E S S E T H :

        WHEREAS, the Company desires to retain the services of Podboy as
President and Chief Executive Officer of the Company and Podboy is willing to   
serve in such capacity.                                                         

 NOW, THEREFORE, in consideration of their mutual promises
hereinafter set forth, the parties agree:                                       

      1.    The Company hereby employs Podboy as President and Chief
           Executive Officer of the Company with full authority to
          discharge his DUTIES (as defined in Exhibit A) in that
           capacity, which DUTIES shall include the formulation of
                 policies and the administration of the affairs of the Company
             in all respects thereto, subject, however, to the general
             direction and control of the Chairman of the Board of the
                Company. The Company further agrees to furnish Podboy during
        the term of this Agreement appropriate office space,
                  secretarial services, and other accommodations suitable to the
               character of his position and adequate for the discharge of
his DUTIES.                                 

            2.    Podboy agrees that he will diligently discharge and perform on
                 a full-time basis the DUTIES required of him as President and
                  Chief Executive Officer of the Company during the term of this
Agreement.                                  

       3.    The effective date of this Agreement shall be the date as
              written above and shall continue for a period of three (3)
              years from the date thereof. Notwithstanding the effective
                date of this Agreement, all amounts due under this Agreement
                  shall be retroactive to August 1, 1997. Upon the conclusion of
                  this three (3) year period, this Agreement shall automatically
             renew for one-year periods thereafter, unless the Company
              provides Podboy with sixty (60) days written notice of its
                  desire not to renew the Agreement. All extensions shall have a
                five percent (5%) increase in the Base Compensation from the
previous year.                              

EX-10.2
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      4.    The Company agrees to pay Podboy as compensation for all
                services rendered hereunder the salary fixed by the Board of
                 Directors of the Company, provided that such salary shall not
                  be less than the amounts set forth below (hereinafter referred
to as the "Base Compensation"):             

       8/1/97 to 7/31/98       $225,000.00
       8/1/98 to 7/31/99       $235,000.00
       8/1/99 to 7/31/00       $245,000.00

        The Base Compensation shall be paid in equal monthly
                installments on the first day of each month or in such other
              fashion as constitutes the normal practice of the Company.
                In addition to the foregoing Base Compensation, Podboy shall
         be entitled to such employee benefits as are normally
       available to officers and employees of the Company.

           5.    In addition to the Base Compensation, the Company will pay to
                 Podboy 0.25% of the annual gross volume of revenue that is up
                 to the amount established in the Company's adopted budget for
           that fiscal year and 1.5% of the annual gross volume of
              revenue that exceeds the Company's adopted budget for that
                fiscal year (the "Incentive Compensation - Operations"). The
            amount of annual gross volume shall be determined by the
                Company's outside auditors in their financial report and the
               adopted budgets shall be approved by the Company's Board of
               Directors. The Incentive Compensation - Operations shall be
             paid in each following year but no later than February 1.

6.    In addition to the Base Compensation and Incentive
                Compensation - Operations, the Company will pay an incentive
             of 1.5% of funds raised through recapitalization loans or
                  joint ventures from third parties (the "Incentive Compensation
               - Recapitalization"). This would exclude Aker RGI or any of
                the Company's existing financial institutions currently used
                  and any new Norwegian lender. This would not exclude, however,
         new loans from Barnett Bank's proposed merger partner
NationsBank.                                

            7.    If the Company sell or changes control, Podboy will be entitle
               to receive the balance owed him under this Agreement but no
                 less than one year's Base Compensation plus 1.5% of the asset
       values that are part of the transactions, less debt
                obligations (unless such debt obligations are assumed by the
            acquiring entity) (the "Incentive Compensation - Sale or
Change of Control").                        

          8.    The Company hereby agrees and acknowledges that the (1) Base
              Compensation, (2) Incentive Compensation - Operations, (3)
               Incentive Compensation - Recapitalization and (4) Incentive
                Compensation - Sale or Change of Control are a material part
               of this Agreement and each level of compensation is due and
                  owing from the Company to Podboy from time to time as the case
may be.                                     
2 

EX-10.2
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           9.    In addition to the foregoing compensation, the Company agrees
                  to reimburse Podboy for such expenses as he may reasonably and
                  necessarily incur in the discharge of his DUTIES hereunder. In
           addition to his regular expenses, the Company agrees to
               reimburse Podboy $500.00 per month for automobile expenses,
                 regardless of usage, to be paid on the first day of the month
        for the duration of the contract. Podboy will assume
      responsibility for all tax reporting requirements.

    10.   The Company agrees to provide Podboy with the standard
                benefits package for employees of the Company, including the
                  established 401(k) Plan, life insurance equal to two times the
               Base Compensation and disability insurance equal to 100% of
                 the Base Compensation for the first six (6) months and 60% of
                the Base Compensation until age 65. Further, Podboy shall be
               entitled to Company stock options as set forth on Exhibit B
attached hereto.                            

           11.   The Company will reimburse Podboy for his relocation expenses
                 in the maximum amount of $31,000.00. This amount includes all
               relocation, moving and related expenses, including, but not
        limited to, the loss of any equity and related costs
                  associated with the sale of Podboy's residence in the State of
                  Wisconsin. In consideration thereof, Podboy agrees to relocate
                to the Washington, D.C. area no later than November 1, 1997.

          12.   Podboy shall be entitled to a vacation period totaling up to
             four (4) weeks in each year of the term of this Agreement
                  during which time his compensation shall be paid in full. Such
                vacations shall be taken by Podboy in his discretion so long
       as they do not seriously interfere with the orderly
              administration and conduct of the financial affairs of the
            Company. At Podboy's option, one week of vacation may be
carried over into the following year.       

          13.   This Agreement, and any extension or renewal thereof, may be
terminated:                                 

a)          By the Company      

                                i. With or without cause upon sixty (60)
                      days written notice to Podboy.

                              ii. If without cause, the compensation
                                  payable to Podboy pursuant to Paragraphs 4
                               through 8 and Exhibit C attached hereto
                                 shall not abate upon such termination and
                                   shall continue to be paid to Podboy for the
                                  balance of the term of this Agreement plus
                                    six (6) additional months, together with any
                                    deferred compensation fully vested and paid.

                               iii. If with cause, no further payments
                          shall be made to Podboy beyond the
                                  termination date. For the purposes of this
    subparagraph

3   

EX-10.2
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                           (a), termination for cause shall be
                            restricted to fraud, embezzlement or
                                  misappropriation of funds by Podboy or for
                                    his willful neglect of or refusal to perform
                                   his DUTIES as President and Chief Executive
                                 Officer of the Company, which actions are
                               not remedied or corrected by him within
                                  fifteen (15) days after receipt of written
                                    notice from the Company as to the occurrence
thereof.

b)          By Employee         

                                 i.  With or without cause upon sixty (60)
                           days written notice to the Company.

                                 ii. If without cause, no further payments
                shall be made to Podboy.

                                    iii. If with cause, the compensation payable
                                    to Podboy pursuant to Paragraphs 4 through 8
                               and Exhibit C attached hereto shall not
                              abate and shall continue to be paid to
                                  Podboy for the balance of the term of this
                                 Agreement plus six (6) additional months,
                               together with any Deferred Compensation
                                  fully vested and paid. For the purposes of
                                    this subparagraph (b), termination for cause
                                 shall constitute breach by the Company of
                              any of its covenants set forth in this
                                Agreement which are not corrected by the
                              Company within fifteen (15) days after
                                receipt of written notice of such breach
    from Podboy.

c)          By Employee         

                                    i.    In the event that Podboy continues his
                                          employment with the Company beyond the
                                         expiration date of this Agreement and
                                       Podboy's employment is subsequently
                                         terminated, the Company agrees to pay
                                          Podboy the six (6) months of severance
                                        pay referenced in paragraphs 13 (a -
                                      ii) and 13 (b - iii) in a lump sum
                         upon his termination.

       14.   Company will reimburse Podboy for the attorneys' fees and
               expenses incurred by him in the drafting and negotiation of
         this Employment Agreement in the amount of $2,500.00,
               regardless of whether or not this Agreement is executed and
                  regardless of the amount of attorneys' fees actually incurred,
if any.                                     

           15.   If Podboy is unable to perform his DUTIES hereunder by reason
              of illness or incapacity for a period of more than six (6)
             months, this Agreement may be terminated at the option of
            either party upon written notice to the other. Upon such
         termination Podboy will be entitled to six (6) months
continued                                   

4 

EX-10.2
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        compensation payable pursuant to Paragraph 4 and any
            compensation due to him pursuant to Paragraphs 5 through
8 and Exhibit C hereof.                     

           16.   This Agreement shall be binding upon and inure to the benefit
                of any successor of the Company and any such successor shall
                 be deemed substituted for the Company under the terms of this
              Agreement. As used in this Agreement, the term "successor"
                  shall include any person, firm, corporation, or other business
            entity which at any time, whether by merger, purchase or
             otherwise, either directly or indirectly, acquires all or
               substantially all of the assets or business of the Company.

    17.   Any notice required or permitted to be given under any
                 provision of this Agreement shall be sufficient if in writing
            and sent by registered or certified mail, in the case of
               Podboy, to his residence at 2318 Riveria Drive, Vienna, VA,
         22181, or to such other address as Podboy shall later
               designate, and in the case of the Company, to its principal
office to the attention of the President.   

        18.   The waiver by either party of a breach of any provision of
                this Agreement shall not operate or be construed as a waiver
      of any prior or subsequent breach by either party.

          19.   This instrument contains the entire Agreement of the parties
                 with the respect to the subject matter of Podboy's employment
               by the Company, and may be amended only by an instrument in
writing signed by both parties.             

            20.   This Agreement shall be subject to and governed by the laws of
                the State of Virginia. The parties agree that in the event a
              dispute arises under or in connection with this Agreement,
                each irrevocably submits to the jurisdiction of any state or
                 federal court sitting in Prince William County, Virginia with
           respect to any action or proceeding brought as a result
         thereof, and irrevocably waives to the fullest extent
          permitted by law any objection which either may now or
               hereafter have to the laying of venue in any such action or
proceeding in any such forum.               

        21.   In the event that any provision of this Agreement shall be
                 held to be invalid in any circumstance, such invalidity shall
   not affect any other provision or circumstance.

         22.   Podboy shall be entitled to indemnification with respect to
            any actions, claims or proceedings in which he is named,
            either individually or in his corporate capacity, to the
 extent provided by the Bylaws of the Company.

         23.   This Agreement supersedes that certain Employment Agreement
                between Podboy and LPI Development, Inc. dated April 1, 1997
             (the "First Agreement") and the First Agreement is hereby
terminated.                                 

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EX-10.2
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          IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be duly executed the day and year first above written.                       

                                LEGEND PROPERTIES, INC.,
                              a Delaware corporation

/s/ Edward F. Podboy            By /s/ Peter J. Henn    
    ----------------------------       -------------------------
        Edward F. Podboy, Employee         Peter J. Henn, Vice President
                                 and General Counsel

6 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/31/98							10-Q
For Period End:		12/31/97							ARS
		11/1/97		3
		8/1/97		1
		4/1/97		5
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