Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.12M
Business-Combination Transaction
2: EX-3.10 Ex-3.10: Articles of Incorporation of Bay Colony 2 25K
Realty Associates, Inc.
17: EX-3.100 Ex-3.100: By-Laws of Wci Homebuilding Northeast 7 46K
U.S., Inc.
18: EX-3.101 Ex-3.101: By-Laws of Wci Marketing, Inc. 7 45K
19: EX-3.102 Ex-3.102: By-Laws of Wci Towers, Inc. 7 46K
3: EX-3.28 Ex-3.28: Articles of Incorporation of Resort at 2 28K
Singer Island Properties, Inc.
4: EX-3.30 Ex-3.30: Articles of Incorporation of Perlican Bay 5 30K
Properties, Inc.
5: EX-3.46 Ex-3.46: Articles of Incorporation of Wci 3 30K
Amenities, Inc.
6: EX-3.47 Ex-3.47: Articles of Incorporation of Wci Business 3 29K
Development, Inc.
7: EX-3.48 Ex-3.48: Articles of Incorporation of Wci 3 29K
Homebuilding, Inc.
8: EX-3.49 Ex-3.49: Articles of Incorporation of Wci 3 29K
Homebuilding Northeast U.S., Inc.
9: EX-3.50 Ex-3.50: Articles of Incorporation of Wci 3 28K
Marketing, Inc.
10: EX-3.51 Ex-3.51: Articles of Incorporation of Wci Towers, 3 30K
Inc.
11: EX-3.58 Ex-3.58: By-Laws of Tiburon Golf Ventures, Inc. 12 63K
12: EX-3.79 Ex-3.79: By-Laws of Resort at Singer Island 7 44K
Properties, Inc.
13: EX-3.96 Ex-3.96: By-Laws of Wci Architecture & Land 18 74K
Planning, Inc.
14: EX-3.97 Ex-3.97: By-Laws of Wci Amenities, Inc. 7 46K
15: EX-3.98 Ex-3.98: By-Laws of Wci Business Development, Inc. 7 46K
16: EX-3.99 Ex-3.99: By-Laws of Wci Homebuilding, Inc. 7 45K
20: EX-5.1 Ex-5.1: Opinion of Simpson Thacher & Bartlett LLP 6 34K
21: EX-5.2 Ex-5.2: Opinion of James D. Cullen 5 33K
22: EX-10.10 Ex-10.10: Retirement Agreement 3 32K
23: EX-10.11 Ex-10.11: Consulting Agreement 6 42K
24: EX-12.1 Ex-12.1: Statement Re: Computation of Ratios 1 25K
25: EX-21.1 Ex-21.1: Subsidiaries 4 32K
26: EX-23.2 Ex-23.2: Consent of Pricewaterhousecoopers LLP 1 24K
27: EX-25.1 Ex-25.1: Form T-1 18 65K
28: EX-99.1 Ex-99.1: Form of Letter of Transmittal HTML 98K
29: EX-99.2 Ex-99.2: Notice of Guaranteed Delivery HTML 34K
EX-10.10 — Ex-10.10: Retirement Agreement
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Exhibit 10.10
RETIREMENT AGREEMENT
(Alfred Hoffman, Jr.)
This Retirement Agreement ("Agreement") is effective as of February 17, 2005, by
and between WCI COMMUNITIES, INC. (the "Company") and ALFRED HOFFMAN, JR. (the
"Executive").
RECITALS
WHEREAS, the Executive was employed by the Company as Chief Executive Officer of
the Company and resigned from such position as of February 17, 2005 and as of
such date was elected as the non-executive Chairman of the Board of Directors of
the Company (the "Board");
WHEREAS, following the Executive's resignation as Chief Executive Officer of the
Company, the Executive remains employed by the Company and the Executive has
agreed to retire from such employment with the Company, effective May 18, 2005
(the "Retirement Date");
WHEREAS, the parties desire that this Agreement shall supersede and replace the
Amended and Restated Employment Agreement dated as of January 1, 2000 (the
"Employment Agreement");
WHEREAS, following the Retirement Date, the Company desires to retain the
Executive as the non-executive Chairman of the Board;
WHEREAS, this Agreement is intended to resolve all matters which relate to: (i)
Executive's employment with the Company and the conclusion thereof; (ii)
Executive's service as the non-executive Chairman of the Board; and (iii) all
such other matters as are more fully set forth below.
NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual
promises set forth herein, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. Retirement from Employment. The Executive and the Company acknowledge and
agree to the following regarding the Executive's retirement from employment with
the Company:
a. Retirement. As of the Retirement Date, the Executive shall retire
from his employment with the Company.
b. Retirement Payments and Benefits. The Executive shall be entitled to
the following payments and benefits from the Company: (i) continued payment of
Executive's base salary, at the annual rate of $1,292,400 through the Retirement
Date; (ii) a pro-rata share through the Retirement Date of the 2005 bonus
eligible to
be paid to the new Chief Executive Officer of the Company as a result of
operations during 2005, determined at the end of fiscal year 2005 in accordance
with the Company's Management Incentive Compensation Plan and which is payable
in February 2006; (iii) a lump-sum cash payment equal to $2,500,000, payable on
the Retirement Date; and (iv) continued medical insurance coverage, at the
Company's expense, for eighteen (18) months following the Retirement Date. In
order to facilitate such continued medical coverage, the Executive agrees to
elect continuation coverage in accordance with the provisions of the
Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA
Coverage") and the Company may satisfy its obligations hereunder by paying all
of the premiums required for such COBRA Coverage.
c. Accrued Rights. Promptly following the Retirement Date, the
Executive shall be entitled to the following accrued rights: (i) any earned but
unpaid base salary through the Retirement Date; (ii) reimbursement for any
business expenses for which the Executive has not heretofore been reimbursed;
(iii) payment of all accrued and unused vacation time; and (iv) any and all
benefits under retirement plans in which Executive is participating immediately
prior to the Retirement Date, in accordance with the terms and conditions of
such plans.
2. Service as Non-Executive Chairman of the Board. Following the Retirement
Date, the Executive shall continue to serve as the non-executive Chairman of the
Board until the earliest of (i) his resignation, death or inability to serve due
to disability or (ii) his removal by the Board or failure to be elected by the
Company's shareholders. During his service as the non-executive Chairman of the
Board, the Executive shall not be an employee of the Company. In connection with
his service as the non-executive Chairman of the Board, the Executive shall be
entitled to: (i) receive annual compensation of $750,000, commencing on the
Retirement Date, payable in accordance with the Company's normal pay practices;
(ii) continue to use the automobile leased for him by the Company as of the date
hereof under the same terms and conditions as of the date hereof for a period of
twelve (12) months following the Retirement Date; (iii) continue to use
Executive's office and executive assistant at the Company as in effect as of the
Retirement Date for a period of twelve (12) months following the Retirement
Date; and (iv) access to all Company-controlled clubs as a participant under the
Company's Executive Golf Program, as in effect from time to time.
3. Severability. In the event that any one or more of the provisions of this
Agreement shall be or become invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions of this
Agreement shall not be affected thereby and shall remain in full force and
effect to the fullest extent permitted by law.
4. Successors; Binding Agreement. This Agreement shall inure to the benefit of
and be binding upon personal or legal representatives, executors,
administrators, successors, heirs, distributes, devisees and legatees.
5. Withholding. The Company may withhold from any amounts payable under this
Agreement such Federal, state and local taxes as may be required to be withheld
pursuant to any applicable law or regulation.
6. Entire Agreement/Amendments. This Agreement contains the entire understanding
of the parties with respect to the subject matter hereof and supersedes any
prior understanding or agreements of the parties with respect to the subject
matter hereof, including, without limitation, the Employment Agreement. The
parties agree that the Employment Agreement shall, as of the Retirement Date,
terminate and be of no further force or effect. There are no restrictions,
agreements, promises, warranties, covenants or understandings between the
parties with respect to the subject matter herein other than those expressly set
forth herein. This Agreement may not be altered, modified or amended except by
written instrument signed by the parties hereto.
7. No Waiver. The failure of a party to insist upon strict adherence to any term
of this Agreement on any occasion shall not be considered a waiver of such
party's rights or deprive such party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without regard to conflicts of
laws principles thereof.
9. Counterparts. This Agreement may be signed in counterparts, each of which
shall be an original, with the same effect as of the signatures thereto and
hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first written above.
WCI COMMUNITIES, INC.
By:
---------------------------
Senior Vice President
-------------------------------
Alfred Hoffman, Jr.
Dates Referenced Herein and Documents Incorporated by Reference
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