AVATAR HOLDINGS INC
RESTRICTED STOCK AGREEMENT - AVATAR & KERRIGAN
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<TYPE>EX-10.3
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<FILENAME>g90295exv10w3.htm
<DESCRIPTION>RESTRICTED STOCK AGREEMENT - AVATAR & KERRIGAN
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<TITLE>Restricted Stock Agreement - Avatar & Kerrigan</TITLE>
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<P align="right" style="font-size: 10pt">Exhibit&nbsp;10.3



<P align="center" style="font-size: 10pt"><B>RESTRICTED STOCK UNIT AGREEMENT</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This RESTRICTED STOCK UNIT AGREEMENT (&#147;Agreement&#148;), dated July&nbsp;22, 2004,
between Avatar Holdings Inc., a Delaware corporation (the &#147;Company&#148;) and
Juanita Kerrigan (the &#147;Participant&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;AWARD. Pursuant to the provisions of the Amended and Restated 1997
Incentive and Capital Accumulation Plan, as the same may be amended, modified
and supplemented (the &#147;Plan&#148;), the Compensation Committee (the &#147;Committee&#148;) of
the Board of Directors of the Company (the &#147;Board&#148;) hereby awards to the
Participant, on the date hereof, subject to the terms and conditions of the
Plan and subject further to the terms and conditions herein set forth, an
opportunity to receive 10,000 Performance Conditioned Restricted Stock Units
(&#147;Units&#148;). Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Plan. This award is intended to constitute a
Performance-Based Award within the meaning of the Plan.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;TERMS AND CONDITIONS. It is understood and agreed that the award
evidenced by this Agreement is subject to the following terms and conditions:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Participant shall be granted, automatically and without further
authorization on the part of the Committee, 10,000 Units upon satisfaction of
the following condition (the date on which such condition is satisfied being
hereinafter referred to as the &#147;Grant Date&#148;): (i)&nbsp;the closing stock price of
the Common Stock on its principal trading market shall have been at least
$45.00 per share for 20 trading days out of 30 consecutive trading days or the
Company consummates a transaction which results in the stockholders of the
Company receiving cash, securities, or other property (or any combination
thereof) having a &#147;value&#148; as determined by the Committee of at least $45.00 per
share in either case, during the period beginning on the date immediately
following the date hereof and ending on December&nbsp;31, 2008 (the &#147;Hurdle Price
Condition&#148;); provided, however, that no Units shall be granted if the
Participant&#146;s employment with the Company has terminated for any reason on or
prior to the time the Hurdle Price Condition is satisfied. For purposes of
this Section&nbsp;2(a), &#147;value&#148; shall mean the amount received by the stockholders
of the Company taking into account the net present value of any debt,
securities, future payments, contingent rights or other non-cash consideration
to be paid to such stockholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Participant shall not possess any incidents of ownership
(including, without limitation, dividend and voting rights) in shares of Common
Stock in respect of the Units until such Units have vested and been distributed
to the Participant in the form of shares of Common Stock in accordance with
Sections&nbsp;3 and 4 hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Except as provided in this Section&nbsp;2(c), the Units and any interest of
the Participant therein may not be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of. Any attempt to transfer Units in
contravention of this Section 2(c) is void ab initio. Units shall not be
subject to execution, attachment or other process.


<P align="center" style="font-size: 10pt">&nbsp;
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<P align="left" style="font-size: 10pt">Notwithstanding the foregoing, with the written consent of the Committee,
the Participant shall be permitted to transfer such Units to members of her
immediate family (i.e., children, grandchildren or spouse), trusts for the
benefit of such family members, and partnerships whose only partners are such
family members; provided, however, that no consideration can be paid for the
transfer of the Units and the transferee of the Units shall be subject to all
conditions applicable to the Units (including all of the terms and conditions
of this Agreement) prior to transfer.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;VESTING AND CONVERSION OF UNITS. On December&nbsp;31, 2008, the Units
granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest
in full and such vested Units shall be converted into an equivalent number of
shares of Common Stock that will be immediately distributed to the Participant;
provided, however, that subject to the provisions of Section&nbsp;4 hereof, no Units
shall vest or be converted and distributed to the Participant unless the
Participant is an employee of the Company on December&nbsp;31, 2008.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the distribution of the shares of Common Stock in respect of the
Units, the Company shall promptly issue to the Participant or the Participant&#146;s
personal representative a stock certificate representing such shares of Common
Stock, free of any restrictions, subject to Section&nbsp;8 hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;TERMINATION OF EMPLOYMENT; CHANGE OF CONTROL.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Notwithstanding any other provision contained herein:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>if the Participant&#146;s employment with the
Company is terminated by the Company for &#147;cause&#148; (as defined
below) or by the Participant for other than &#147;good reason&#148; (as
defined below), the Participant shall forfeit all Units
granted to the Participant pursuant to Section 2(a) hereof,
if any, as of the date of termination of employment.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>if the Participant&#146;s employment with the
Company is terminated by the Company other than for &#147;cause&#148;,
or is terminated by the Participant for &#147;good reason&#148;, all
Units granted to the Participant pursuant to Section 2(a)
hereof, if any, shall vest, be converted into shares of
Common Stock and be immediately distributed to the
Participant.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>if the Participant dies or in the event the
Participant&#146;s employment with the Company is terminated by
the Company for reason of the Participant&#146;s &#147;permanent
disability&#148; (as defined below), the number of Units granted
to the Participant pursuant to Section 2(a) hereof, if any,
which equals the greater of (i)&nbsp;the product of (x)&nbsp;a fraction
the numerator of which is the number of completed whole
months elapsed from January&nbsp;1, 2004 to the date of death or
permanent disability, as the case may be (whichever is
sooner), and the denominator of which sixty (60)&nbsp;and (y)
10,000 or (ii)&nbsp;5,000</TD>
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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #textcolor#; background: #bgcolor#">
    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Units, shall vest, be converted into shares of Common Stock
and be immediately distributed to the Participant (or the
executor or administrator of the deceased Participant&#146;s
estate or the person or persons to whom the deceased
Participant&#146;s rights shall pass by will or the laws of
descent or distribution, as applicable), and any portion of
the Units then remaining unvested shall be forfeited.
Notwithstanding anything to the contrary contained herein,
if the Participant&#146;s employment with the Company is
terminated by Participant&#146;s death or &#147;permanent disability&#148;
prior to the Grant Date and the Hurdle Price Condition is
satisfied on or before the one year anniversary of
Participant&#146;s termination for death or &#147;permanent
disability&#148;, 5,000 Units shall be granted and shall vest,
be converted into shares of Common Stock and be immediately
distributed to the Participant (or the executor or
administrator of the deceased Participant&#146;s estate or the
person or persons to whom the deceased Participant&#146;s rights
shall pass by will or the laws of descent or distribution,
as applicable), and any portion of the Units then remaining
unvested shall be forfeited.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this Section&nbsp;4(a), the following terms shall have the
following meanings:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Cause&#148; means (i)&nbsp;conviction (or a pleading of nolo contendere) to any
felony; (ii)&nbsp;commission of any act of willful misconduct, gross negligence,
fraud or dishonesty; or (iii)&nbsp;violation of any material written policy of the
Company provided that the Company first deliver written notice thereof to the
Participant and the Participant shall have thirty (30)&nbsp;days after receipt of
such notice to cure.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Permanent Disability&#148; means the Participant&#146;s inability, because of
mental or physical illness or incapacity, whether total or partial, to perform
one or more material functions of the Participant&#146;s employment with or without
reasonable accommodation and which entitles the Participant to receive benefits
under a disability plan or program that is provided to the Participant.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Good Reason&#148; means a reduction in the rate of compensation or a material
reduction in fringe benefits available to the Participant, provided that the
Company shall have 30&nbsp;days after receipt of written notice by the Participant
to cure.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;In the event of a Change of Control (as defined below), all Units
granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest,
be converted into shares of Common Stock and be immediately distributed to the
Participant. For purposes of this Section&nbsp;4(b), the term &#147;Change of Control&#148;
shall mean any of the following events:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) a person or entity or group of persons or entities, acting in
concert, become the direct or indirect beneficial owner (within the
meaning of Rule&nbsp;13d-3 of the Securities Exchange Act of 1934, as amended)
of securities of the


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<P align="left" style="margin-left:3%; font-size: 10pt">Company representing ninety percent (90%) or more of the combined
voting power of the issued and outstanding Common Stock (a &#147;Significant
Owner&#148;); or



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) the Board approves any merger, consolidation or like business
combination or reorganization of Avatar, the consummation of which would
result in the occurrence of the event described in clause (A)&nbsp;above, and
such transaction shall have been consummated.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;DEFERRAL. The Participant may elect to defer the receipt of Common
Stock upon the vesting of the Units granted to the Participant pursuant to
Section 2(a) hereof and for the Company to continue to maintain such Units on
its books of account if the Participant delivers to the Company a written
notice of such election at least six months prior to such vesting and enters
into a deferral agreement with the Company on terms satisfactory to the
Committee.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;EQUITABLE ADJUSTMENT. If there shall be any change in the Common Stock
of the Company, through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, reverse stock split, split up,
spinoff, combination of shares, exchange of shares, dividend in kind or other
like change in capital structure or distribution (other than normal cash
dividends) to stockholders of the Company, in order to prevent dilution or
enlargement of the Participant&#146;s rights under this Agreement and the Plan, the
Committee may, in an equitable manner, adjust the number and kind of shares
that may be issued under this Agreement and make any other appropriate
adjustments in the terms of the Units and this Agreement to reflect such
changes or distributions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;TAXES. Any distribution of Common Stock pursuant to this Agreement
shall be net of any amounts required to be withheld pursuant to applicable
federal, state and local tax withholding requirements. In connection with any
such distribution, the Company may require the Participant to remit to it an
amount sufficient to satisfy such tax withholding requirements prior to the
delivery of any certificates for such Common Stock. In lieu thereof, the
Company shall have the right to withhold the amount of such taxes from any
other sums due or to become due from the Company to the Participant as the
Committee shall prescribe. The Committee may, in its discretion and subject to
such rules as it may adopt (including any as may be required to satisfy
applicable tax and/or non-tax regulatory requirements), permit the Participant
to pay all or a portion of the federal, state and local withholding taxes
arising in connection with the Units granted hereunder and any distribution of
shares of Common Stock in respect thereof by electing to have the Company
withhold shares of Common Stock having a Fair Market Value equal to the amount
of tax to be withheld, such tax calculated at rates prescribed by statute or
regulation.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;REGULATORY COMPLIANCE AND LISTING. The issuance or delivery of any
stock certificates representing shares of Common Stock issuable pursuant to
this Agreement may be postponed by the Committee for such period as may be
required to comply with any applicable requirements under the federal or state
securities laws, any applicable listing requirements of any national securities
exchange or The


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<P align="left" style="font-size: 10pt">NASDAQ Stock Market, Inc., and any applicable requirements under any other
law, rule or regulation applicable to the issuance or delivery of such shares,
and the Company shall not be obligated to deliver any such shares of Common
Stock to the Participant if either delivery thereof would constitute a
violation of any provision of any law or of any regulation of any governmental
authority, any national securities exchange or The NASDAQ Stock Market, Inc.,
or the Participant shall not yet have complied fully with the provisions of
Section&nbsp;7 hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;INVESTMENT REPRESENTATIONS AND RELATED MATTERS. The Participant hereby
represents that the Common Stock issuable pursuant to this Agreement is being
acquired for investment and not for sale or with a view to distribution
thereof. The Participant acknowledges and agrees that any sale or distribution
of shares of Common Stock issued pursuant to this Agreement may be made only
pursuant to either (a)&nbsp;a registration statement on an appropriate form under
the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), which
registration statement has become effective and is current with regard to the
shares being sold, or (b)&nbsp;a specific exemption from the registration
requirements of the Securities Act that is confirmed in a favorable written
opinion of counsel, in form and substance satisfactory to counsel for the
Company, prior to any such sale or distribution. The Participant hereby
consents to such action as the Committee or the Company deems necessary or
appropriate from time to time to prevent a violation of, or to perfect an
exemption from, the registration requirements of the Securities Act or to
implement the provisions of this Agreement, including but not limited to
placing restrictive legends on certificates evidencing shares of Common Stock
issued pursuant to this Agreement and delivering stop transfer instructions to
the Company&#146;s stock transfer agent.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not confer upon
the Participant any right to continued employment by the Company or any of its
subsidiaries or affiliated companies, nor shall it interfere in any way with
the right of the Participant&#146;s employer to terminate the Participant&#146;s
employment at any time for any reason or no reason.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;CONSTRUCTION. The Plan and this Agreement will be construed by and
administered under the supervision of the Committee, and all determinations of
the Committee will be final and binding on the Participant.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;NOTICES. Any notice required or permitted under this Agreement shall
be deemed given when delivered personally, or when deposited in a United States
Post Office, postage prepaid, addressed, as appropriate, (i)&nbsp;to the Participant
at the last address specified in Participant&#146;s employment records, or such
other address as the Participant may designate in writing to the Company, or
(ii)&nbsp;to the Company, Avatar Holdings Inc., 201 Alhambra Circle, 12th Floor,
Coral Gables, Florida 33134 Attention: Chairman of the Board, or such other
address as the Company may designate in writing to the Participant.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;FAILURE TO ENFORCE NOT A WAIVER. The failure of either party hereto
to enforce at any time any provision of this Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;GOVERNING LAW. This Agreement shall be governed by and construed
according to the laws of the State of Delaware, without regard to the conflicts
of laws provisions thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;INCORPORATION OF PLAN. The Plan is hereby incorporated by reference
and made a part of this Agreement, and this Agreement shall be subject to the
terms of the Plan, as the Plan may be amended from time to time.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be an original but all of which together
shall represent one and the same agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17. MISCELLANEOUS. This Agreement cannot be changed or terminated orally.
This Agreement and the Plan contain the entire agreement between the parties
relating to the subject matter hereof. The section headings herein are
intended for reference only and shall not affect the interpretation hereof.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first written above.


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    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
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    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
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<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">AVATAR HOLDINGS INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">                      /s/ Gerald D. Kelfer
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD>Gerald D. Kelfer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD>Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
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    <TD width="1%">&nbsp;</TD>
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    <TD width="15%">&nbsp;</TD>
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<TR>
    <TD>&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000">                                            /s/  Juanita I. Kerrigan
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Juanita Kerrigan&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
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