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EXHIBIT 10.1
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EMPLOYMENT AGREEMENT
BETWEEN
SILVERLEAF RESORTS, INC.
AND
HARRY J. WHITE, JR.
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TABLE OF CONTENTS
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R E C I T A L S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
A G R E E M E N T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Employment . . . . . . . . . . . . . . . . . . . 1
Section 2. Duties . . . . . . . . . . . . . . . . . . . . . 1
(a) Non-Competition . . . . . . . . . . . . . . . . . 1
(b) Regulatory Laws . . . . . . . . . . . . . . . . . 1
(c) Silverleaf Rules . . . . . . . . . . . . . . . . 1
Section 3. Compensation . . . . . . . . . . . . . . . . . . 2
(a) Base Compensation . . . . . . . . . . . . . . . . 2
(b) Stock Options . . . . . . . . . . . . . . . . . . 2
(c) Company Vehicle . . . . . . . . . . . . . . . . . 2
(d) Fringe Benefits . . . . . . . . . . . . . . . . . 2
Section 4. Confidentiality . . . . . . . . . . . . . . . . . 2
(a) Nondisclosure and Nonuse . . . . . . . . . . . . 2
(b) Confidential Information . . . . . . . . . . . . 2
Section 5. Non-Interference . . . . . . . . . . . . . . . . 3
Section 6. Injunctive Relief . . . . . . . . . . . . . . . . 3
Section 7. Employee Investments . . . . . . . . . . . . . . 3
Section 8. Termination . . . . . . . . . . . . . . . . . . . 4
(a) Voluntary Termination, or for Good Cause . . . . 4
(b) Involuntary Termination Without Good Cause . . . 4
(c) General Release . . . . . . . . . . . . . . . . . 4
(d) Contingency . . . . . . . . . . . . . . . . . . . 4
Section 9. Return of Materials and Vehicles . . . . . . . . 5
Section 10. Non-Binding Alternate Dispute Resolution . . . . 5
(a) Agreement to Utilize . . . . . . . . . . . . . . 5
(b) Failure to Resolve . . . . . . . . . . . . . . . 5
Section 11. Waiver . . . . . . . . . . . . . . . . . . . . . 5
(i)
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Section 12. Successors, Assigns, Benefit . . . . . . . 5
(a) Silverleaf Successors . . . . . . . . . . . 5
(b) No Assignment by Employee . . . . . . . . . 6
Section 13. Severability . . . . . . . . . . . . . . . 6
Section 14. Governing Law and Venue . . . . . . . . . . 6
Section 15. Entire Understanding . . . . . . . . . . . 6
Section 16. Notices . . . . . . . . . . . . . . . . . . 6
(a) Silverleaf . . . . . . . . . . . . . . . . 6
(b) Employee . . . . . . . . . . . . . . . . . 6
Section 17. Section Headings . . . . . . . . . . . . . 6
Section 18. Counterparts . . . . . . . . . . . . . . . 7
Section 19. Effective Date . . . . . . . . . . . . . . 7
(ii)
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EMPLOYMENT AGREEMENT
WITH SILVERLEAF RESORTS, INC.
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made between SILVERLEAF
RESORTS, INC., a Texas corporation ("Silverleaf"), and HARRY J. WHITE, JR. (the
"Employee").
R E C I T A L S:
A. Silverleaf has agreed to employee Employee as an executive
employee; and
B. Silverleaf and Employee desire to set forth the terms of
Employee's proposed employment.
NOW, THEREFORE, in consideration of the premises and terms hereinafter
set forth, the parties agree as follows:
A G R E E M E N T:
SECTION 1. EMPLOYMENT. Employee is hereby employed as Chief
Financial Officer of Silverleaf, effective as of the Effective Date and until
terminated pursuant to the termination provisions of this Agreement. Employee
may not engage in other employment while he is in the employ of Silverleaf
pursuant to this Agreement.
SECTION 2. DUTIES. Employee agrees to devote such time,
attention and energies as are necessary to fulfill his duties as specified by
the Board of Directors of Silverleaf from time to time. Employee further
agrees that he will promote the best interests and welfare of Silverleaf and
shall perform any and all duties to the best of his abilities. The Employee
shall also:
(a) NON-COMPETITION: Not render to others, during his
employment with Silverleaf, service of any kind for compensation or
promote, participate or engage in any other business activity which
would conflict or interfere with the performance of his duties or
loyalty under this Agreement, including, but not limited to,
participating in the promotion or sale of products or services for a
competitor of Silverleaf or otherwise engage in business with such
competitor;
(b) REGULATORY LAWS: Abide by all applicable statutes,
rules and regulations of each State in which services may be rendered;
and
(C) SILVERLEAF RULES: Abide by all rules and regulations
issued by Silverleaf, which are pertinent to Employee's duties and
obligations.
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SECTION 3. COMPENSATION. As compensation for the services
rendered pursuant to this Agreement:
(a) BASE COMPENSATION: Silverleaf shall pay Employee
base compensation computed at the annual rate of Two Hundred Thousand
and No/100 Dollars ($200,000.00), payable in semi-monthly payments on
the 1st and 15th days of each month.
(b) STOCK OPTIONS: Employee shall be granted 50,000
Non-Qualified Stock Options pursuant to Silverleaf's 1997 Stock Option
Plan as of the Effective Date, one-quarter (1/4) of which will vest on
the date which is one (1) year after the grant and a like amount to
vest on the same date during each of the three years which follow
thereafter, such options to be exercisable for a period of 10 years
from the date of grant, at a price per share of Silverleaf's $0.01 par
value common stock equal to the greater of (1) $16.00; and (2) the
average of the high and low trading prices of the common stock on the
New York Stock Exchange on the Effective Date.
(c) COMPANY VEHICLE: Silverleaf shall furnish Employee a
company owned vehicle for use by Employee in performing his duties,
and Silverleaf shall pay all expenses associated therewith.
(d) FRINGE BENEFITS: Silverleaf shall provide Employee
health insurance under its group plan as it may exist from time to
time. The cost of any coverage of any of the Employee's family
members under Silverleaf's group plan shall be paid by the Employee.
The Employee shall also be entitled to such vacation time, sick leave
and other fringe benefits as may be specified by the Board of
Directors of Silverleaf from time to time for its executive personnel.
SECTION 4. CONFIDENTIALITY.
(a) NONDISCLOSURE AND NONUSE: Employee acknowledges that
during his employment with Silverleaf, he may have access to and
become acquainted with Silverleaf Confidential Information, as defined
below. Except as Employee's duties during his employment with
Silverleaf may require or Silverleaf may otherwise consent in writing,
Employee agrees that he shall not at any time disclose or use,
directly or indirectly, either during or subsequent to his employment
with Silverleaf, any Silverleaf Confidential Information.
(b) CONFIDENTIAL INFORMATION: For purposes of the
foregoing provisions, "Silverleaf Confidential Information" shall mean
(1) any and all confidential and proprietary business information and
trade secrets concerning the business and affairs of Silverleaf and
its affiliates, including but not limited to all marketing, sales and
lead generation techniques, know-how and studies, customer and lead
lists, current and anticipated customer requirements, price lists,
business plans, training programs, computer software and programs, and
computer software and data-base technologies,
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systems, structures and architectures (and related processes,
formulae, compositions, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information), (2)
any and all information concerning the business and affairs of
Silverleaf and its affiliates (including but not limited to their
historical financial statements, financial projections and budgets,
historical and projected sales, capital spending budgets and plans,
the names and backgrounds of key personnel, personnel training and
techniques and materials, however documented), and (3) any and all
notes, analysis, compilations, studies, summaries, and other material
prepared by or for Silverleaf and its affiliates containing or based,
in whole or in part, on any information included in the foregoing.
Provided, however, "Silverleaf Confidential Information" shall not
include information that is not unique to Silverleaf, information that
is generally known in the timeshare industry or information that was
known by Employee prior to his employment with Silverleaf.
SECTION 5. NON-INTERFERENCE. Employee further agrees that
during his employment and for a period of twelve (12) months thereafter,
Employee shall not, either on his own account or jointly with or as a manager,
agent, officer, employee, consultant, partner, joint venturer, owner or
shareholder or otherwise on behalf of any other person, firm or corporation,
directly or indirectly solicit or attempt to solicit away from Silverleaf or
its affiliates any of its officers, employees or independent contractors or
offer employment or business to any person who, on or during the 6 months
immediately preceding the date of such solicitation or offer, is or was an
officer, employee or independent contractor of Silverleaf or its affiliates.
SECTION 6. INJUNCTIVE RELIEF. Employee acknowledges that a
breach of Sections 4 or 5 hereof would cause irreparable damage to Silverleaf
and/or its affiliates, and in the event of Employee's breach of the provisions
of Sections 4 or 5 hereof, Silverleaf shall be entitled to a temporary
restraining order and an injunction restraining Employee from breaching such
Sections without the necessity of posting bond or proving irreparable harm,
such being conclusively admitted by Employee. Nothing shall be construed as
prohibiting Silverleaf from pursuing any other available remedies for such
breach, including the recovery of damages from Employee. Employee acknowledges
that the restrictions set forth in Sections 4 and 5 hereof are reasonable in
scope and duration, given the nature of the business of Silverleaf and its
affiliates. Employee agrees that issuance of an injunction restraining
Employee from breaching such Sections in accordance with their terms will not
pose an unreasonable restriction on Employee's ability to obtain employment or
other work following the effective date of any Termination.
SECTION 7. EMPLOYEE INVESTMENTS. Anything to the contrary
herein notwithstanding, Employee: (1) shall not be prohibited from investing
his assets in such form or such manner as will not, in the aggregate, detract
from the performance by Employee of his duties hereunder and will not violate
the provisions of Sections 4 or 5; and (2) shall not be prohibited from
purchasing stock in any publicly traded company solely as a stockholder so long
as Employee does not own (together or separately or through his affiliates)
more than two percent (2%) of the stock in any company, other than Silverleaf,
which is engaged in the timeshare business.
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SECTION 8. TERMINATION. This Agreement shall terminate: (1)
upon written notice by either party, at any time and for any or no reason
whatsoever, at least thirty (30) days prior to the effective date of the
termination; or (2) as of the end of the month of Employee's death, incapacity
due to Employee's physical or mental illness as determined in Silverleaf's sole
discretion or Employee reaching Silverleaf's normal retirement age (the
"Termination"). In the event of Termination, Employee shall be entitled to the
following:
(a) VOLUNTARY TERMINATION, OR FOR GOOD CAUSE: If
Employee voluntarily terminates Employee's employment, or if
Employee's employment is terminated for Good Cause as determined in
Silverleaf's sole discretion, Employee shall be entitled to no
severance pay. At the Termination, the payment to Employee of
compensation earned to date shall be in full satisfaction of all
claims against Silverleaf under this Agreement. Good Cause shall be
deemed to exist if the Employee's employment is terminated because
Employee:
[1] Willfully breaches or habitually neglects the
duties that the Employee is required to
perform under the terms of this Agreement;
[2] Willfully violates reasonable and substantial
rules governing employee performance;
[3] Refuses to obey reasonable orders in a manner
that amounts to insubordination;
[4] Commits clearly dishonest acts toward
Silverleaf;
[5] Becomes incapacitated as set forth above,
dies or reaches Silverleaf's normal
retirement age.
(b) INVOLUNTARY TERMINATION WITHOUT GOOD CAUSE: If
Silverleaf terminates Employee's employment, other than for Good
Cause, Employee shall also be paid severance pay equal to six (6)
months of Employee's base compensation set forth in Section 3(a) of
this Agreement, payable in semi-monthly payments on the 1st and 15th
days of each month for the 6 months following the Termination.
(c) GENERAL RELEASE: As a condition precedent to the
payment of the preceding severance payments, Employee agrees to execute
and deliver to Silverleaf a general release of Silverleaf from any and
all other claims that Employee might have against Silverleaf.
(d) CONTINGENCY: Payment of any amounts due under this
Section is also contingent upon return of all Silverleaf's property as
outlined below.
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SECTION 9. RETURN OF MATERIALS AND VEHICLES. Employee
understands and agrees that any accounting and training manuals, sales and
promotional material, vehicles or other equipment provided to him by Silverleaf
in connection with this Agreement shall remain the sole property of Silverleaf,
and shall be used by the Employee exclusively for Silverleaf's benefit. Upon
termination of this Agreement, any such material, vehicles or other equipment
shall be immediately returned to Silverleaf.
SECTION 10. NON-BINDING ALTERNATE DISPUTE RESOLUTION. Except for
actions brought by Silverleaf pursuant to Section 7 hereof:
(a) AGREEMENT TO UTILIZE: The parties shall attempt to
settle any claim or controversy arising from this Agreement through
consultation and negotiation in good faith and a spirit of mutual
cooperation prior to the commencement of any legal action. If such
attempts fail, then the dispute shall be mediated by a
mutually-accepted mediator to be chosen by the parties within
forty-five (45) days after written notice demanding mediation is sent
by one party to the other party. Neither party may unreasonably
withhold consent to the selection of a mediator, and the parties shall
share the costs of the mediation equally. By mutual written
agreement, however, the parties may postpone mediation until they have
completed some specified but limited discovery regarding the dispute.
The parties may also agree to replace mediation with any other form of
alternate dispute resolution ("ADR") available in Texas, such as a
mini-trial or arbitration.
(b) FAILURE TO RESOLVE: Any dispute which the Parties
cannot resolve through negotiation, mediation or any other form of
ADR, within six (6) months of the date of the initial demand for
mediation, may then be submitted to the appropriate court for
resolution. The use of negotiation, mediation, or any other form of
ADR procedures will not be construed under the doctrines of laches,
waiver or estoppel to affect adversely the rights of either party.
SECTION 11. WAIVER. Silverleaf's failure at any time to require
performance by Employee of any of the provisions hereof shall not be deemed to
be a waiver of any kind nor in any way affect the rights of Silverleaf
thereafter to enforce the provisions hereof. In the event that either party to
this Agreement waives any provision of this Agreement or any rights concerning
any breach or default of the other party hereto, such waiver shall not
constitute a continuing waiver of any such provision or breach or default of
the other party hereto.
SECTION 12. SUCCESSORS, ASSIGNS, BENEFIT.
(a) SILVERLEAF SUCCESSORS: The provisions of this
Agreement shall inure to the benefit of and be binding upon
Silverleaf, its successors, assigns and other affiliated entities,
including, but not limited to, any corporation which may acquire all
or substantially all of Silverleaf's assets or with or into which
Silverleaf may be consolidated, merged or reorganized. Upon any such
merger, consolidation or reorganization, the term "Silverleaf" as used
herein shall be deemed to refer to any such successor corporation.
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(b) NO ASSIGNMENT BY EMPLOYEE: The parties hereto agree
that Employee's services hereunder are personal and unique, and that
Silverleaf is executing this Agreement in reliance thereon. This
Agreement shall not be assignable by Employee.
SECTION 13. SEVERABILITY. If one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement, but
shall be deemed stricken and severed from this Agreement and the remaining
terms of this Agreement shall continue in full force and effect.
SECTION 14. GOVERNING LAW AND VENUE. This Agreement shall be
deemed to have been made and entered into in the State of Texas and its
validity, construction, breach, performance and operation shall be governed by
the laws of that state. The obligations hereunder of Silverleaf shall be
performable in Dallas County, Texas, and venue for any suit involving this
Agreement shall lie exclusively in Dallas County, Texas.
SECTION 15. ENTIRE UNDERSTANDING. This Agreement sets forth the
entire understanding between the parties with respect to the employment of
Employee, and no other representations, warranties or agreements whatsoever
have been made by Silverleaf to Employee. Further, this Agreement may not be
modified or amended except by another instrument in writing executed by both of
the parties.
SECTION 16. NOTICES. All notices and communications under this
Agreement shall be sent to the parties at the following addresses or such other
addresses that the parties may subsequently designate in writing.
(a) SILVERLEAF:
Silverleaf Resorts, Inc.
Attention: Robert E. Mead, Chief Executive Officer
1221 Riverbend, Suite 120
Dallas, Texas 75247
(b) EMPLOYEE:
HARRY J. WHITE, JR.
2624 Cedar View Drive
Arlington, Texas 76006
SECTION 17. SECTION HEADINGS. Section and paragraph headings are
inserted herein only for convenience and shall not be used to interpret any of
the provisions hereof.
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SECTION 18. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same original.
SECTION 19. EFFECTIVE DATE. This Agreement is executed effective
as of June 29, 1998 (the "Effective Date").
Executed as of the 29th day of June, 1998.
"SILVERLEAF"
SILVERLEAF RESORTS, INC.
By: /s/ ROBERT E. MEAD
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Robert E. Mead, Chief Executive
Officer
"EMPLOYEE"
/s/ HARRY J. WHITE, JR.
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HARRY J. WHITE, JR.
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