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Delaware
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1-10959
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33-0475989
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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26
Technology Drive
Irvine,
California
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92618
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(Address
of Principal Executive Offices)
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(Zip
Code)
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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ITEM 5.02
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DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
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ITEM 9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d)
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Exhibits
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10.1
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Kenneth
L. Campbell Employment Agreement
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STANDARD
PACIFIC CORP.
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By:
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/s/ Kenneth
L. Campbell
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Kenneth
L. Campbell
Chief
Executive Officer and President
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EXHIBIT
NUMBER
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DESCRIPTION
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10.1
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Kenneth
L. Campbell Employment Agreement
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1.
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Term. This
Agreement will serve to confirm Executive’s employment as President and
Chief Executive Officer of the Company for the period commencing June 1,
2009 and ending January 1, 2012.
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2.
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Base
Salary; Benefits. Executive’s base
salary will be $850,000 per year, payable semi-monthly (subject to all
applicable taxes and withholdings) and Executive will be
entitled to participate in the health and welfare programs the
Company generally makes available to its other
employees from time to time (i.e., health, dental, vision,
401(k)). Executive’s base pay will be subject to the annual
review of the Company’s Compensation
Committee.
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3.
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Bonus. Executive
will be eligible to participate in future bonus programs the Company
establishes for its executives. If the Company implements a bonus program
that relates to 2009 and/or 2010, the amount of bonus otherwise payable to
Executive with respect to 2009 and/or 2010 will be reduced by the Sign-On
Award installment (described in Section 4
below) paid to Executive with respect to that year. Executive’s
participation in Company bonus programs will be subject to the annual
review of the Company’s Compensation
Committee.
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4.
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Sign-On
Award. In addition to
Executive’s base salary, Executive will be eligible to receive a Sign-On
Award of $1,700,000 (“Sign-On Award”), payable
in two installments as follows:
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a.
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2009
Installment. $850,000 payable in cash (subject to all applicable
taxes and withholdings) on or after December 31, 2009 if Executive is an
employee of the Company as of December 31,
2009.
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b.
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2010
Installment. $850,000 payable in cash (subject to all applicable
taxes and withholdings) on or after December 31, 2010 if
Executive is an employee of the Company as of December 31,
2010.
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c.
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Termination
of Employment. Executive will not
be entitled to the Sign-On Award installment for any year unless he
remains an employee of the Company as of December 31 of such year,
irrespective of whether his employment is terminated for any reason or no
reason, or with or without cause.
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d.
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Prohibition
on Transfer. Executive may not
transfer all or any portion of his Sign-On Award prior to actual
payment.
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5.
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Stock
Options. In addition to Executive’s base salary and
Sign-On Award, on June 2, 2009 Executive will be granted a non-qualified
stock option under the Company’s 2008 Equity Incentive Plan pursuant to
the Company’s Standard Terms and Conditions (CIC) for Non-Qualified Stock
Options (attached as Exhibit 10.28 to the Company’s 2008 Annual Report on
Form 10K, but as modified by Section 5(c)
below), to purchase up to six million (6,000,000) shares of
Company common stock as follows:
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a.
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Amount
and Exercise Price:
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i.
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1
million shares with an exercise price equal to fair market value on June
1, 2009 (fair market value deemed to be equal to the NYSE closing price on
such date);
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ii.
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2
million shares with an exercise price equal to the greater of fair market
value on June 1, 2009 and $3.05;
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iii.
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3
million shares with an exercise price equal to the greater of fair market
value on June 1, 2009 and $4.10.
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b.
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Vesting: One-quarter
of each portion of the option described in Section 5(a)
will vest upon issuance, with an additional one-quarter vesting on each of
1/1/2010, 1/1/2011, and 1/1/2012, should Executive remain an employee of
the Company through such dates.
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c.
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Exercisability
Following Employment Termination. Executive will
have a period of eighteen (18) months following termination of his
employment to exercise the vested portion of his stock option.
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6.
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Severance. Subject
to the conditions described in Section 7
below, if Executive’s employment is terminated by the Company without
“cause” or by Executive for “good reason” (each as defined below) prior to
January 1, 2012, then Executive will (i) receive a cash severance payment
equal to $2.55 million, less all applicable taxes and withholdings, and
(ii) all of Executive’s then unvested stock options will vest (the “Severance
Benefit”). If Executive resigns his employment for any
reason other than for "good reason", or if his employment is terminated
for "cause", then he will not be eligible for the Severance
Benefit. Executive acknowledges that the Severance Benefit is
being provided to Executive in lieu of any other severance or other
payment to which Executive might otherwise be entitled under any plan,
program or arrangement. For purposes of this
letter:
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·
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"Cause" shall mean the
occurrence or existence of any of the following with respect to
Executive: (a) Executive’s conviction by, or entry of a plea of
guilty or nolo contendere in, a court of competent and final jurisdiction
for any crime involving moral turpitude or any felony punishable by
imprisonment in the jurisdiction involved; (b) Executive’s willful
engaging in dishonest or fraudulent actions or omissions which results
directly or indirectly in any material demonstrable financial or economic
harm to the Company or its affiliates; (c) Executive’s willful
breach or willful and habitual neglect of his material duties, and such
breach or neglect remains uncured for a period of forty-five
(45) days after written notice from the Company; (d) Executive’s
repeated non-prescription use of any controlled substance which in the
Company's reasonable determination renders Executive unfit to serve in his
capacity as an officer or employee of the Company or its affiliates; (e)
Executive’s physical destruction of substantial property or assets of the
Company or its affiliates; or (f) Executive’s engaging in willful and
serious misconduct which is injurious to the
Company.
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·
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"Good Reason" shall mean
(a) Executive no longer reports directly to the Board of Directors of the
Company and no longer holds the Chief Executive Officer title, or (b)
Executive is required to relocate his current primary office more than 35
miles from its existing location without Executive’s
consent. In order to receive the Severance Payment for “good
reason”, Executive must resign his employment within sixty (60) days of
becoming aware of the facts or circumstances constituting "good
reason."
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7.
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Required
Release; Timing of Payment and Accelerated Vesting. Executive’s
receipt of the Severance Benefit is conditioned upon (i) his execution and
delivery of the Company’s standard form of general release (the "Release") which will
provide for Executive’s release of any and all claims Executive may have
against the Company and its affiliates arising in connection with events,
circumstances, acts, omissions or other events occurring prior to the
effective date of the Release, and (ii) the
expiration of Executive’s right to revoke, if any, contained in the
Release. Executive shall have no right to receive the
Severance Benefit if the conditions described in the preceding sentence
are not met. The cash portion of any Severance Benefit due to
Executive will be paid to Executive in a single lump sum on the sixtieth
(60th) day following the termination of Executive’s employment, and the
unvested stock options will vest upon the effectiveness of the Release,
unless a longer period is required to comply with any applicable law, rule
or regulation (including, for the avoidance of doubt, as a result of any
six-month delay required by Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) as provided for
below). In all events, the Release must become effective in
accordance with its terms no later than sixty (60) days following
termination of Executive’s
employment.
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8.
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Relocation
Expenses. The Company
will reimburse Executive for the following costs associated with
relocating Executive’s primary residence from New York to Southern
California (and will “gross-up” the amounts paid to Executive so that the
costs to be paid by the Company and described below are ultimately
“neutral” to Executive):
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a.
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All
of the reasonable and customary closing costs typically paid by a seller
that are paid by Executive in connection with the sale of Executive’s New
York primary residence;
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b.
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All
of the reasonable and customary closing costs typically paid by the Buyer
that are paid by Executive in connection with the purchase of Executive’s
Southern California primary residence;
and
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c.
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All
of the reasonable and customary costs associated with relocating the
belongings contained in Executive’s New York primary residence to
Executive’s Southern California primary residence (provided, that, for the
avoidance of doubt, air travel reimbursement shall be limited to regular
commercial airline flights and the relocation of belongings will be by
usual and customary ground relocation
services).
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9.
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At-Will
Employment. Nothing herein
shall modify Executive’s status as an at-will employee of the Company. As
an at-will employee, Executive is free to resign his employment and the
Company is free to terminate his employment at any time for any reason,
with or without cause.
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10.
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Arbitration. Any and all
disputes between Executive and the Company (including its affiliated
entities, officers, directors and employees) relating to this Agreement or
any other aspect of Executive’s employment shall be resolved by binding
arbitration. The arbitration will be conducted in accordance
with the rules applicable to employment disputes of JAMS or such other
arbitration service as the Company and Executive agrees upon, and the law
of California. The arbitration provided herein shall be the
exclusive and binding remedy for any such dispute and will be used instead
of any court action, which is hereby expressly waived, except for any
request by either party hereto for temporary or preliminary injunctive
relief pending arbitration in accordance with applicable
law. The Federal Arbitration Act shall govern the
interpretation and enforcement of such arbitration
proceeding. The arbitrator shall apply the substantive law (and
the law of remedies, if applicable) of the State of California, or federal
law, if California law is preempted. The arbitration shall be
conducted in Orange County, California, unless otherwise mutually
agreed.
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11.
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Entire
Agreement. This letter
agreement contains the entire understanding between Executive and the
Company regarding Executive’s employment arrangement and supersedes and
replaces all prior and contemporary oral and written agreements,
understandings and discussions concerning Executive’s employment
arrangement.
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12.
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Representation
Regarding Conflicts. Executive represents and warrants
to the Company that he has severed his employment with MatlinPatterson
Advisers, LLC and its affiliates (collectively, “MatlinPatterson”), has
forfeited any financial interest Executive had at MatlinPatterson related
to the Company (other than Executive’s passive interest in the
MatlinPatterson related entities that hold direct or indirect ownership
interests in the Company) and does otherwise not have any other actual or
potential conflicts of interests with the
Company.
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EXECUTIVE:
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By:
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/s/
Kenneth L. Campbell
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Kenneth
L. Campbell
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COMPANY:
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STANDARD
PACIFIC CORP.
a
Delaware corporation
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By:
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/s/
Bruce A. Choate
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Name:
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Bruce
A. Choate
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Title:
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Chairman,
Compensation Committee
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