DOMINION HOMES INC
EXHIBIT 10.14
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>5
<FILENAME>l86289aex10-14.txt
<DESCRIPTION>EXHIBIT 10.14
<TEXT>

<PAGE>   1

                                                                   Exhibit 10.14
                                     AMENDED

                              EMPLOYMENT AGREEMENT

         This amended Agreement is entered into this 29th day of December, 2000,
by and between Dominion Homes, Inc. (hereinafter called the "Company") and
Robert A. Meyer, Jr. (hereinafter called the "Employee").

         WHEREAS, the Employee has been employed by the Company since January 1,
1994, and currently serves as Senior Vice President, General Counsel and
Secretary; and

         WHEREAS, the Employee desires to continue his employment with the
Company and to continue to serve the Company as Senior Vice President, General
Counsel and Secretary; and

         WHEREAS, the Company desires to continue to retain the services of the
Employee as Senior Vice President, General Counsel and Secretary; and

         WHEREAS, the Company and the Employee previously entered into an
employment agreement which the parties desire to amend;

         NOW, THEREFORE, and in consideration of the mutual covenants herein
contained and other valuable consideration consisting of five percent (5%) of
the Employee's 2000 bonus, the adequacy of which is agreed to by the parties,
the Company and the Employee hereby mutually agree as follows:

         1. EMPLOYMENT AND DUTIES. The Company hereby continues to employ the
Employee, and the Employee hereby accepts continued employment with the Company
upon the terms and conditions hereinafter set forth. The Employee shall continue
to serve the Company as Senior Vice President, General Counsel and Secretary. In
such capacity, the Employee shall have all powers, duties, and obligations as
are normally associated with such position. The Employee shall further perform
such other duties related to the business of the Company as may from time to
time be reasonably requested of him by the President or CEO. The Employee shall
devote all of his skills, time, and attention solely and exclusively to said
position and in furtherance of the business and interests of the Company. The
Employee shall not directly or indirectly render any services of a business,
commercial or professional nature to any person or organization without the
prior written consent of the Company; provided, however, that the Employee shall
not be precluded from (a) reasonable participation in community, civic,
charitable or similar organizations; (b) personal investments in publicly traded
corporations of less than 1% of the total shares of such corporations; or (c)
personal investments in any amount in securities issued by the Company.

         2. TERM OF EMPLOYMENT. This Agreement shall be effective upon execution
by both parties and approval by the Company's Board of Directors. The term of
employment shall begin, or be deemed to have begun, on January 1, 2001 (the
"Effective Date"). It shall continue through the three-year period ending on the
day before the third anniversary date of the Effective Date, subject, however,
to prior termination or to extension, as herein provided.




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         3. COMPENSATION. For such services, the Employee shall receive an
initial annual base salary of One Hundred Seventy-five Thousand Dollars
($175,000.00), which may be increased, but not decreased without the Employee's
written consent, by the Company during the term of this Agreement. In the event
that the Company increases the Employee's initial base salary, the amount of the
initial base salary, together with any increase(s), shall be his base salary.
Said base salary shall be payable in equal installments in accordance with the
Company's regular payroll practices. In addition, the Employee shall be included
in the Company's annual incentive compensation program, which may be amended by
the Company, on a calendar year basis, during the term of this Agreement (and
any extensions thereof), by the Company.

         4. FRINGE BENEFITS. The Company shall further provide the Employee with
all health and life insurance coverages, sick leave and disability programs,
tax-qualified retirement plans, stock option plans, paid holidays and vacations,
perquisites, and such other fringe benefits of employment as the Company may
provide from time to time to actively employed executives of the Company who are
similarly situated. The Company shall further provide the Employee with the
opportunity to participate in the Company's Executive Split Dollar Retirement
Program, in such manner and at such level as the Company shall determine, and in
accordance with the terms of a separate agreement between the Company and
Employee. Notwithstanding the preceding provisions of this Paragraph 4, during
the term of this Agreement (including extensions thereof), the Employee shall be
entitled to a minimum of three (3) weeks of vacation per year. Further,
notwithstanding any provision contained in this Agreement, the Company may
discontinue or terminate at any time any employee benefit plan or program, now
existing or hereafter adopted, to the extent permitted by the terms of such plan
and shall not be required to compensate the Employee for such discontinuance or
termination.

         5. EXTENSION OF TERM OF AGREEMENT. The Company and the Employee agree
that the Company's Board of Directors shall, based upon recommendations of the
Company's President or CEO, review the Employee's performance with the intent
that, if the Employee's performance so warrants, the Board may extend the term
of this Agreement for additional three-year periods. By the last day of the
first calendar year that ends after the Effective Date or, in the event that
this Agreement is extended as provided for in this section, by December 31 of
the first year of any extension period, the Board shall notify the Employee of
its decision whether to grant an extension of this Agreement for an additional
three-year period. To the extent that the Board fails to notify the Employee, on
or before the date described in the preceding sentence, of the extension of the
term of this Agreement, the term of this Agreement shall be automatically
extended for an additional three-year period. By way of illustration of this
Paragraph 5, if, by December 31,2001, the Board notifies the Employee that it
intends to grant an extension of the term of this Agreement (or, if by such
date, the Board fails to notify the Employee that it does not intend to grant
such an extension), the term of this Agreement shall be extended for an
additional three-year period beginning on January 1, 2002 and ending on December
31, 2004. The first day of the extension shall be deemed the Effective Date for
the Agreement, as extended. This Agreement shall be subject to extension in the
manner set forth in this paragraph for additional three-year periods on the
first anniversary date of the Effective Date of the immediately preceding
extension. Each extension of this Agreement will be treated as a new Agreement
and will supercede all prior employment contracts, including those that have not
expired by their terms.

         6.       TERMINATION OF EMPLOYMENT.

         a.       Termination of Employment Other Than by Employee. The
                  Employee's employment hereunder may be terminated by the
                  Company. However, the Company shall be deemed to have
                  terminated the employment for "cause" only upon the following:



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                  i.       Any unauthorized material disclosure by the Employee
                           of the Company's business practices or accounts to a
                           competitor.

                  ii.      Willful and wrongful misappropriation by the Employee
                           of funds, property, or rights of the Company.

                  iii.     Willful and wrongful destruction of business records
                           or other property by the Employee.

                  iv.      Conviction of the Employee of a felony involving
                           knowing, willful or reckless misconduct or, as the
                           result of a plea bargain, conviction of the Employee
                           of a misdemeanor; provided, the Employee was
                           originally charged (prior to the plea bargain) with a
                           felony involving knowing, willful or reckless
                           misconduct.

                  v.       Gross and willful misconduct by the Employee which
                           results in serious damage to the Company.

                  vi.      The Employee's material breach of, or inability to
                           perform his obligations under, this Agreement other
                           than by reason of Disability.

         b.       Termination of Employment by Employee. The Employee may
                  terminate his employment at any time. However, he shall be
                  deemed to have terminated his employment for "Good Reason"
                  only if he terminates his employment by giving Notice of
                  Termination pursuant to Paragraphs 6(d) and 6(e)(iii) within
                  ninety (90) days after the occurrence of any of the following
                  events (provided the Company does not cure such event within
                  ten (10) days following its receipt of the Employee's Notice
                  of Termination):

                  i.       The Employee's base salary is reduced for any reason
                           other than in connection with the termination of his
                           employment.

                  ii.      For any reason other than in connection with the
                           termination of the Employee's employment, the Company
                           materially reduces any fringe benefit provided to the
                           Employee under Paragraph 4 below the rate of such
                           fringe benefit provided generally to other actively
                           employed similarly situated executives of the
                           Company, unless the Company agrees to fully
                           compensate the Employee for any such material
                           reduction, either through an adjustment to another
                           fringe benefit or otherwise.

                  iii.     Without his consent, the Company permanently assigns
                           the Employee to duties that are materially
                           inconsistent in any respect with his position
                           (including, without limitation, his status, office,
                           and title), authority, duties or responsibilities as
                           set forth by Paragraph 1, (but excluding any other
                           duties related to the business of the Company
                           reasonably requested of him by the President or CEO)
                           or takes any other action that results in a permanent
                           and material diminution in such position, authority,
                           duties, or responsibilities.

                  iv.      The Company otherwise materially breaches, or is
                           unable to perform its obligations under this
                           Agreement.



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<PAGE>   4

         c.       Termination of Employment Upon Death or Disability of the
                  Employee. The Employee's employment hereunder shall terminate
                  upon his death, and may be terminated by the Company in the
                  event of his Disability. For purposes of this Agreement,
                  "Disability" means the inability of the Employee due to
                  illness, accident, or otherwise, to perform his duties for the
                  period of time during which benefits are payable to the
                  Employee under the Company's Short-Term Disability Plan, as
                  determined by an independent physician selected by the Company
                  and reasonably acceptable to the Employee (or his legal
                  representative), provided that the Employee does not return to
                  work on a substantially full-time basis within thirty (30)
                  days after Notice of Termination is given by the Company
                  pursuant to the provisions of Paragraphs 6(d) and 6(e)(ii).

         d.       Notice of Termination. Any termination of the Employee's
                  employment by the Company hereunder, or by the Employee other
                  than termination upon the Employee's death, shall be
                  communicated by written Notice of Termination to the other
                  party. For purposes of this Agreement, a "Notice of
                  Termination" means a notice that shall indicate the specific
                  termination provision in this Agreement relied upon, and shall
                  set forth in reasonable detail the facts and circumstances
                  claimed to provide a basis for termination of the Employee's
                  employment under the provision so indicated.

         e.       Date of Termination.  "Date of Termination" means:

                  i.       If the Employee's employment is terminated by his
                           death, the date of his death.

                  ii.      If the Employee's employment is terminated by the
                           Company as a result of Disability pursuant to
                           Paragraph 6(c), the date that is thirty (30) days
                           after Notice of Termination is given, which will be
                           deemed to have been given coincident with expiration
                           of benefits under the Company's Short-Term Disability
                           Plan; provided the Employee shall not have returned
                           to the performance of his duties on a full-time basis
                           during such thirty- (30-) day period.

                  iii.     If the Employee terminates his employment for Good
                           Reason pursuant to Paragraph 6(b), the date that is
                           ten (10) days after Notice of Termination is given
                           (provided that the Company does not cure such event
                           during that ten- (10-) day period).

                  iv.      If the Employee terminates his employment other than
                           for Good Reason, the date that is two (2) weeks after
                           Notice of Termination is given; provided, in the sole
                           discretion of the Company, such date may be any
                           earlier date after Notice of Termination is given.

                  v.       If the Employee's employment is terminated by the
                           Company either for Cause pursuant to Paragraph 6(a)
                           or other than for Cause, the date on which the Notice
                           of Termination is given.

         7. AMOUNTS PAYABLE UPON TERMINATION OF EMPLOYMENT OR DURING DISABILITY.

         a.       Death. If the Employee's employment is terminated by his
                  death, the Employee's beneficiary (as designated by the
                  Employee in writing with the Company prior to his death) shall
                  be entitled to the following payments and benefits: (i) any
                  base salary that is accrued but unpaid, any vacation that is
                  accrued but unused, and any business expenses that are
                  unreimbursed -- all, as of the Date



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                  of Termination; (ii) a pro rata award under the incentive
                  compensation program which is applicable to the Employee at
                  the time of his death, with proration based on service
                  completed during the calendar year for which the award is
                  determined, and payable when the award would have been paid
                  had the Employee's employment not terminated; and (iii) any
                  benefit following termination of employment for which he may
                  be eligible under the terms of the fringe benefit plans,
                  policies and programs described in Paragraph 4. In the absence
                  of a beneficiary designation by the Employee, or, if the
                  Employee's designated beneficiary does not survive the
                  Employee, benefits described in this Paragraph 7(a) shall be
                  paid to the Employee's estate.

         b.       Disability.

                  i.       During any period that the Employee fails to perform
                           his duties hereunder as a result of incapacity due to
                           physical or mental illness ("Disability Period"), the
                           Employee shall continue to receive his base salary at
                           the rate then in effect for such period until his
                           employment is terminated pursuant to Paragraph 6(c);
                           provided, however, that payments of base salary so
                           made to the Employee shall be reduced by the sum of
                           the amounts, if any, that were payable to the
                           Employee at or before the time of any such salary
                           payment under any disability benefit plan or plans of
                           the Company and that were not previously applied to
                           reduce any payment of base salary.

                  ii.      Upon his termination of employment because of
                           Disability [as described in Paragraph 6(c)], the
                           Employee shall be entitled to the following payments
                           and benefits (A) any base salary that is accrued but
                           unpaid, any vacation that is accrued but unused, and
                           any business expenses that are unreimbursed -- all,
                           as of the Date of Termination; (B) a pro rata award
                           under the incentive compensation program which is
                           applicable to the Employee at the time of his
                           Disability, with proration based on service completed
                           during the calendar year for which the award is
                           determined, and payable when the award would have
                           been paid had the Employee's employment not
                           terminated; and (iii) any benefit following
                           termination of employment for which he may be
                           eligible under the terms of the fringe benefit plans,
                           policies and programs described in Paragraph 4. In
                           the event of the Employee's death prior to the time
                           that all payments described in Paragraph 7(b)(ii)
                           have been completed, such payments and benefits shall
                           be paid to the Employee's beneficiary [as designated
                           pursuant to Paragraph 7(a)], or, in the absence of a
                           beneficiary designation or if the designated
                           beneficiary does not survive the Employee, to the
                           Employee's estate.

         c.       Termination by Company Without Cause, or Termination by
                  Employee for Good Reason. In the event that the Company
                  terminates the Employee's employment without Cause or the
                  Employee terminates his employment for Good Reason before the
                  expiration of the term of this Agreement, including any
                  extension thereof, the Employee shall be entitled to the
                  following payments and benefits:

                  i.       (A) any base salary that is accrued but unpaid, any
                           vacation that is accrued but unused, and any business
                           expenses that are unreimbursed -- all, as of the Date
                           of Termination; (B) a pro rata award under the
                           incentive compensation program which is applicable to
                           the Employee as of the Date of Termination, with
                           proration based on service completed during the
                           calendar year for which the award is determined, and
                           payable when the award would have been paid had the
                           Employee's employment not terminated; and (iii) any



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                           benefit following termination of employment for which
                           he may be eligible under the terms of the fringe
                           benefit plans, policies and programs described in
                           Paragraph 4.

                  ii.      Beginning on the Date of Termination, payments equal
                           to twelve (12) months of the base salary applicable
                           to the Employee on the Date of Termination. The
                           Company may make such payments through its ordinary
                           payroll process, or may make such payments in
                           separate, equal amounts no less frequently than
                           monthly.

                  iii.     Within thirty (30) days after the Date of
                           Termination, a lump sum cash payment equal to
                           eighteen (18) months of the premium applicable to the
                           Employee on the Date of Termination for the Employee
                           and his family (provided the Employee had family
                           coverage on the Date of Termination) under the
                           Company's group health plan.

                  iv.      In the event of the Employee's death prior to the
                           time that all payments described in Paragraph 7(c)
                           have been completed, such payments and benefits shall
                           be paid to the Employee's beneficiary [as designated
                           pursuant to Paragraph 7(a)], or, in the absence of a
                           beneficiary designation or if the designated
                           beneficiary does not survive the Employee, to the
                           Employee's estate.

         d.       Termination by Employee Other Than for Good Reason, or
                  Termination by Company for Cause. In the event that the
                  Employee terminates his employment other than for Good Reason
                  or the Company terminates his employment for Cause, the
                  Employee shall not be entitled to any compensation except as
                  set forth below:

                  i.       Any base salary (but not bonus) that is accrued but
                           unpaid, any vacation that is accrued but unused, and
                           any business expenses that are unreimbursed -- all,
                           as of the Date of Termination.

                  ii.      Any other rights and benefits (if any) provided under
                           plans and programs of the Company (excluding any
                           bonus program), determined in accordance with the
                           applicable terms and provisions of such plans and
                           programs.

         e.       No Duty to Mitigate Damages. After any Date of Termination,
                  the Employee shall have no obligation to seek other
                  employment, but, subject to the restrictions imposed by
                  Paragraph 10, shall have the right to be otherwise employed,
                  and any compensation of any type whatsoever received by the
                  Employee in connection with such employment shall not be
                  offset by the Company against any of the obligations of the
                  Company under this Agreement.

8.       CHANGE IN CONTROL.

         a.       Occurrence of Change in Control. Immediately upon the
                  occurrence of a "Change in Control," the Employee shall become
                  fully vested in all employee benefit programs (other than any
                  tax qualified retirement plan, the Employee's interest in
                  which shall vest in accordance with such plan's terms),
                  including without limitation, all stock options in which he
                  was a participant at the time of the Change in Control. For
                  purposes of this Agreement, the term "Change in Control" shall
                  mean the occurrence of any event which results in either (a)
                  Borror Realty Company's failing to own at least thirty percent
                  (30%) of the combined voting power of the then outstanding



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                  voting securities of the Company entitled to vote generally in
                  the election of directors, or (b) both Don Borror and Doug
                  Borror ceasing to be directors and officers of the Company.

         b.       Termination of Employment. If, at any time within two (2)
                  years following a Change in Control, the Company terminates
                  the Employee's employment without Cause or the Employee
                  terminates his employment for Good Reason, the provisions of
                  this Paragraph 8(b) shall be applicable, instead of the
                  provisions of Paragraph 7(c). To the extent that the
                  provisions of this Paragraph 8(b) are applicable, the Employee
                  shall be entitled to the following payments and benefits:

                  i.       (A) any base salary that is accrued but unpaid, any
                           vacation that is accrued but unused, and any business
                           expenses that are unreimbursed -- all, as of the Date
                           of Termination; (B) a pro rata award under the
                           incentive compensation program which is applicable to
                           the Employee as of his Date of Termination, with
                           proration based on service completed during the
                           calendar year for which the award is determined, and
                           payable when the award would have been paid had the
                           Employee's employment not terminated; and (C) any
                           benefit following termination of employment for which
                           he may be eligible under the terms of the fringe
                           benefit plans, policies and programs described in
                           Paragraph 4; provided all cash payments required
                           under such paragraph shall be made within five (5)
                           calendar days of the Date of Termination;

                  ii.      The lump sum payment, as described in Paragraph
                           7(c)(iii); provided, such cash payment shall be made
                           within five (5) calendar days of the Date of
                           Termination;

                  iii.     A single lump sum payment, payable within five (5)
                           calendar days of the Date of Termination, equal to
                           two (2) times the Employee's annual base salary in
                           effect upon the Date of Termination; and

                  iv.      Reimbursement of all expenses incurred by the
                           Employee through the use of any executive
                           out-placement services to assist him to seek other
                           employment, which shall include, but not be limited
                           to (A) secretarial services, use of an office, phone,
                           office supplies and office services comparable to the
                           level of such services and supplies available to the
                           Employee prior to the Date of Termination and (B) all
                           unreimbursed travel expenses incurred by the Employee
                           to seek other employment up to a maximum amount of
                           Five Thousand Dollars ($5,000).

         9. NONEXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or
limit the Employee's continuing or future participation in any incentive, fringe
benefit, deferred compensation, or other plan or program provided by the Company
and for which the Employee may qualify, nor shall anything herein limit or
otherwise affect such rights as the Employee may have under any other agreements
with the Company. Amounts that are vested benefits or that the Employee is
otherwise entitled to receive under any plan or program of the Company at or
after the Date of Termination, shall be payable in accordance with such plan or
program.

         10. NONCOMPETITION COVENANT. The Employee agrees that, during the term
of this Agreement, including any extension thereof, and for a period of one (1)
year thereafter, he shall not:




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         a.       Anywhere in the State of Ohio or in any other state in which
                  the Company is then conducting business, without the written
                  consent of the Company, provide advice with respect to, engage
                  in or directly or indirectly supervise or assist the provision
                  of any service or sale of any product which competes with any
                  service or product of the Company; or

         b.       Anywhere in any state, accept employment with, provide advice
                  to, or engage in or directly or indirectly supervise or assist
                  the provision of any service or sale of any product by any
                  person, company, partnership, corporation or other entity
                  which builds homes, develops land, or otherwise competes with
                  the Company in any market, city or area in which the Company
                  then conducts business; or

Any breach of these Covenants shall be treated the same as a termination by the
Company for Cause.

         Notwithstanding any provision contained in this Paragraph 10, following
his termination of employment with the Company, the Employee shall not be
precluded (for any period of time following such termination) from engaging in
the general practice of law.

         The restrictions on competition provided herein may be enforced by the
Company and/or any successor thereto, by an action to recover payments made
under this Agreement, an action for injunction, and/or an action for damages.
The provisions of this Paragraph 10 constitute an essential element of this
Agreement, without which the Company would not have entered into this Agreement.
Notwithstanding any other remedy available to the Company at law or at equity,
the parties hereto agree that the Company or any successor thereto, shall have
the right, at any and all times, to seek injunctive relief in order to enforce
the terms and conditions of this Paragraph 10.

         If the scope of any restriction contained in this Paragraph 10 is too
broad to permit enforcement of such restriction to its fullest extent, then such
restriction shall be enforced to the maximum extent permitted by law, and the
Employee hereby consents and agrees that such scope may be judicially modified
accordingly in any proceeding brought to enforce such restriction.

         11. CONFIDENTIAL INFORMATION. The Employee shall hold in a fiduciary
capacity, for the benefit of the Company, all secret or confidential
information, knowledge, and data relating to the Company, that shall have been
obtained by the Employee during his employment with the Company and that is not
public knowledge (other than by acts by the Employee or his representatives in
violation of this Agreement). During and after termination of the Employee's
employment with the Company, the Employee shall not, without the prior written
consent of the Company, communicate or divulge any such information, knowledge,
or data to anyone other than the Company or those designated by it, unless the
communication of such information, knowledge or data is required pursuant to a
compulsory proceeding in which the Employee's failure to provide such
information, knowledge, or data would subject the Employee to criminal or civil
sanctions.

         The restrictions imposed on the release of information described in the
preceding paragraph may be enforced by the Company and/or any successor thereto,
by an action to recover payments made under this Agreement, an action for
injunction, and/or an action for damages. The provisions of this Paragraph 11
constitute an essential element of this Agreement, without which the Company
would not have entered into this Agreement. Notwithstanding any other remedy
available to the Company at law or at equity, the parties hereto agree that the
Company or any successor thereto, shall have the right, at any and all times, to
seek injunctive relief in order to enforce the terms and conditions of this
Paragraph 11.




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<PAGE>   9

         If the scope of any restriction contained in this Paragraph 11 is too
broad to permit enforcement of such restriction to its fullest extent, then such
restriction shall be enforced to the maximum extent permitted by law, and the
Employee hereby consents and agrees that such scope may be judicially modified
accordingly in any proceeding brought to enforce such restriction.

         12. INTELLECTUAL PROPERTY. The Employee agrees to communicate to the
Company, promptly and fully, and to assign to the Company all intellectual
property developed or conceived solely by the Employee, or jointly with others,
during the term of his employment, which are within the scope of the Company's
business, or which utilized Company materials or information. For purposes of
this Agreement, "intellectual property" means inventions, discoveries, business
or technical innovations, creative or professional work product, or works of
authorship. The Employee further agrees to execute all necessary papers and
otherwise to assist the Company, at the Company's sole expense, to obtain
patents, copyrights or other legal protection as the Company deems fit. Any such
intellectual property is to be the property of the Company whether or not
patented, copyrighted or published.

         13. ASSIGNMENT AND SURVIVORSHIP OF BENEFITS. The rights and obligations
of the Company under this Agreement shall inure to the benefit of, and shall be
binding upon, the successors and assigns of the Company. If the Company shall at
any time be merged or consolidated into, or with, any other company, or if
substantially all of the assets of the Company are transferred to another
company, then the provisions of this Agreement shall be binding upon and inure
to the benefit of the company resulting from such merger or consolidation or to
which such assets have been transferred, and this provision shall apply in the
event of any subsequent merger, consolidation, or transfer.

         14. NOTICES. Any notice given to either party to this Agreement shall
be in writing, and shall be deemed to have been given when delivered personally
or sent by certified mail, postage prepaid, return receipt requested, duly
addressed to the party concerned, at the address indicated below or to such
changed address as such party may subsequently give notice of:

                  If to the Company:                 Dominion Homes, Inc.
                                                     5501 Frantz Road
                                                     Dublin, Ohio 43017
                                                     Attn: President

                  If to the Employee:                Robert A. Meyer, Jr.
                                                     671 Vivian Ct.
                                                     Gahanna, Ohio  43230

         15. INDEMNIFICATION. The Employee shall be indemnified by the Company,
to the extent provided in the case of officers under the Company's Articles of
Incorporation or Regulations, to the maximum extent permitted under applicable
law.

         16. TAXES. Anything in this Agreement to the contrary notwithstanding,
all payments required to be made hereunder by the Company to the Employee shall
be subject to withholding of such amounts relating to taxes as the Company may
reasonably determine that it should withhold pursuant to any applicable law or
regulations. In lieu of withholding such amounts, in whole or in part, however,
the Company may, in its sole



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discretion, accept other provision for payment of taxes, provided that it is
satisfied that all requirements of the law affecting its responsibilities to
withhold such taxes have been satisfied.

         17. ARBITRATION; ENFORCEMENT OF RIGHTS. Any controversy or claim
arising out of, or relating to this Agreement, or the breach thereof, except
with respect to the Noncompetition Covenant under Paragraph 10, shall be settled
by arbitration in the city of Columbus, Ohio, in accordance with the Rules of
the American Arbitration Association, and judgment upon the award rendered by
the arbitrator or arbitrators may be entered in any court having jurisdiction
thereof.

         All legal and other fees and expenses, including, without limitation,
any arbitration expenses, incurred by the Employee in connection with seeking to
obtain or enforce any right or benefit provided for in this Agreement, or in
otherwise pursuing any right or claim, shall be paid by the Company, to the
extent permitted by law, provided that the Employee is successful in whole or in
part as to such claims as the result of litigation, arbitration, or settlement.

         In the event that the Company refuses or otherwise fails to make a
payment when due and is ultimately decided that the Employee is entitled to such
payment, such payment shall be increased to reflect an interest equivalent for
the period of delay, compounded annually, equal to the prime or base lending
rate used by The Huntington National Bank, and in effect as of the date the
payment was first due.

         18. GOVERNING LAW/CAPTIONS/SEVERANCE. This Agreement shall be construed
in accordance with, and pursuant to, the laws of the State of Ohio. The captions
of this Agreement shall not be part of the provisions hereof, and shall have no
force or effect. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement. Except as otherwise specifically provided in this paragraph,
the failure of either party to insist in any instance on the strict performance
of any provision of this Agreement or to exercise any right hereunder shall not
constitute a waiver of such provision or right in any other instance.

         19. ENTIRE AGREEMENT/AMENDMENT. This instrument contains the entire
agreement of the parties relating to the subject matter hereof, and the parties
have made no agreement, representations, or warranties relating to the subject
matter of this Agreement that are not set forth herein. Upon execution of this
Agreement, the Employment Agreement entered into between the parties on May 26,
1999, shall be terminated and superceded by this Agreement. This Agreement may
be amended at any time by written agreement of both parties, but it shall not be
amended by oral agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.

                                        DOMINION HOMES, INC.


                                        By:/s/ Jon M. Donnell
                                           -------------------------------------

                                        Its:  President, Chief Operating Officer
                                              ----------------------------------
                                        /s/  Robert A. Meyer, Jr.
                                        ----------------------------------------
                                        Robert A. Meyer, Jr.



                                       10

</TEXT>
</DOCUMENT>
