EXHIBIT 10.50
April 24, 1995
Mr. C. Robert Campbell
4225 Santa Maria Street
Coral Gables, FL 33146
Dear Bob:
We are delighted that you have accepted our offer to join Flagstar as its
Executive Vice President and Chief Financial Officer. This letter outlines the
terms of our offer.
BASE SALARY
Your annual base salary will be $325,000.00, to be paid monthly (on the 18th of
each month, or the nearest Thursday preceding the 18th, via direct deposit).
START DATE
You will report to work on May 1, 1995.
SIGN-ON BONUS
To assist you with your transition to Flagstar, and in recognition of certain
rights and benefits you may be forfeiting by accepting our offer of employment,
you will receive a signing bonus of $100,000.00. One-half of this amount
($50,000.00) will be paid to you as soon as practicable after you join us. The
remainder will be paid to you in January, 1996. Applicable income and FICA taxes
will be withheld from both payments. Should you leave the Company voluntarily
within 12 months following your starting date, you agree to reimburse the
Company the full $100,000.00 amount.
ANNUAL INCENTIVE
You will participate in our annual Senior Management Incentive Plan. For 1995,
your target incentive will be 75% of your base salary. Payouts are dependent
upon the achievement of predetermined goals, which are established annually.
For 1995, we will guarantee payment of at least 50% of your target bonus
($121,875.00). This will be paid to you, less withholding for applicable income
and FICA taxes, no later than February 28, 1996.
Mr. C. Robert Campbell
April 24, 1995
Page 2
STOCK OPTIONS
We will recommend to the Compensation and Benefits Committee of the Board of
Directors that you be granted the option to purchase 100,000 shares of Flagstar
common stock at the stock's closing price on your starting date. These options
will have a 10-year term and will vest as follows: 50% after 2 years; 75% after
3 years; and 100% after 4 years. These non-qualified options will be subject to
other terms and conditions of the Company's Stock Option Plan, a copy of which
is enclosed.
BENEFITS
You will be eligible to enroll in our group benefits program (medical, dental,
vision, group term life, LTD, etc.) with coverage effective June 1, 1995.
Enclosed is more information about the options available under the program. In
addition, effective on the next entry date (January 1, 1996) you will be
eligible to participate in Flagstar's Deferred Compensation Plan, a
non-qualified, matched pre-tax deferral plan. Information about that program is
also enclosed. Finally, you will be eligible to participate in the Flagstar
Pension Plan.
RELOCATION
We offer a comprehensive relocation program per the materials that you have
received (Plan 1). The program includes a buy-out option at the average of two
independent appraisals. (You may select from a list of approved appraisers.)
In addition to this relocation program, you will receive a relocation supplement
of $100,000.00 (grossed-up for federal and state income taxes). This will be
paid to you as soon as practical after you join us.
If you voluntarily leave the Company before May 1, 1996 you agree to repay to
the Company in full all relocation costs and expenses.
Mr. C. Robert Campbell
April 24, 1995
Page 3
SEVERANCE AGREEMENT
You will be entitled to a lump sum payment equal to 200% of your then existing
annual base salary, plus 75% of your existing base salary or target bonus,
whichever is greater (less required withholding for income and FICA taxes) in
the event you are involuntarily terminated for any reason other than fraud or
illegal acts, or in the event that as a result of any actions taken by the
Company, you no longer have the title or responsibility of CFO of Flagstar, or
in the event your base salary is reduced.
The payment of any severance benefit to you under this letter agreement is
conditioned upon your signing a release of claims against Flagstar and its
affiliates in a form satisfactory to Flagstar, and any such payment under this
agreement will be in lieu of any other severance plan or practice of the
Company.
Bob, we are very pleased to offer you this position and are delighted you have
decided to become part of our team.
If you are in agreement with these terms, please sign one copy of this letter
and return it to me.
Very truly yours,
/s/ Edna K. Morris
Edna K. Morris
Executive Vice President
Human Resources and Corporate Affairs
Enclosures
cc: Stephen Wood
Rhonda Parish
AGREED AND ACCEPTED:
/s/ C. Robert Campbell
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C. Robert Campbell Date