SILVERLEAF RESORTS INC
EMPLOYMENT AGREEMENT - SHARON K. BRAYFIELD
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>16
<FILENAME>d00253exv10w10.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - SHARON K. BRAYFIELD
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.10



                              EMPLOYMENT AGREEMENT
                          WITH SILVERLEAF RESORTS, INC.


         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made between SILVERLEAF
RESORTS, INC., a Texas corporation ("Silverleaf"), and SHARON K. BRAYFIELD (the
"Employee").


                                    RECITALS:

         A.       Employee is a key executive officer and employee of
                  Silverleaf; and

         B.       Silverleaf and Employee desire to continue the employment of
                  Employee and to agree on the terms of Employee's continued
                  employment.

         NOW, THEREFORE, in consideration of the premises and terms hereinafter
set forth, the parties agree as follows:


                                   AGREEMENT:

         SECTION 1. EMPLOYMENT. Employee's employment with Silverleaf as
President is hereby continued, effective as of the Effective Date and for an
initial period of two (2) years from the Effective Date (the "Term"), unless
sooner terminated pursuant to the termination provisions of this Agreement.
Employee may not engage in other employment while he or she 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 or her duties as specified by the Board
of Directors of Silverleaf from time to time. Employee further agrees that he or
she will promote the best interests and welfare of Silverleaf and shall perform
any and all duties to the best of his or her abilities. The Employee shall:

                  (a) NON-COMPETITION: Not render to others, during his or her
         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 or her 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.



<PAGE>

         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 Four Hundred Thirty Five
         Thousand and No/100 Dollars ($435,000.00), payable in semi-monthly
         payments on the 1st and 15th days of each month.

                  (b) INCENTIVE COMPENSATION: Employee shall be entitled to
         participate in any bonus, incentive, stock option or other compensation
         plans of Silverleaf only to the extent the Board of Directors of
         Silverleaf may deem appropriate from time to time.

                  (c) COMPANY VEHICLE: Silverleaf shall furnish Employee a
         company owned vehicle for use by Employee in performing his or her
         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. TERMINATION PAYMENTS. If Employee voluntarily terminates his
or her employment or if Silverleaf terminates Employee's employment for Good
Cause, the payment to Employee of all compensation earned to the date of
termination shall be in full satisfaction of all of Employee's claims against
Silverleaf under this Agreement and Employee shall be entitled to no other
termination pay. If Employee's employment is terminated by Silverleaf, other
than for Good Cause, then Employee shall be entitled to termination pay equal to
the unpaid amount of the Employee's base compensation set forth in Subsection
3(a), payable in semi-monthly payments on the 1st and 15th days of the remaining
months during the Term of this Agreement. For purposes of the preceding
provisions: Good Cause shall be deemed to exist if 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; or

                           [4] Commits clearly dishonest acts toward Silverleaf.



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Additionally, no severance pay shall be payable if Employee's employment is
terminated because of Employee's death, or Employee's incapacity due to
Employee's physical or mental illness.

                  SECTION 5. CONFIDENTIALITY.

                  (a) NONDISCLOSURE AND NONUSE: Employee acknowledges that
         during his or her employment with Silverleaf, he or she may have access
         to and become acquainted with Silverleaf Confidential Information, as
         defined below. Except as Employee's duties during his or her employment
         with Silverleaf may require or Silverleaf may otherwise consent in
         writing, Employee agrees that he or she shall not at any time disclose
         or use, directly or indirectly, either during or subsequent to his or
         her 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, 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.

         SECTION 6. NON-INTERFERENCE. Employee further agrees that during his or
her employment and at all times thereafter, Employee shall not, either on his or
her 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: (1) carry on or be engaged or
interested directly or indirectly in, or solicit, the manufacture or sale of
goods or provision of services to any person, firm or corporation which, at any
time during his or her employment has been or is a customer or in the habit of
dealing with Silverleaf or its affiliates in their business, (2) endeavor,
directly or indirectly, to canvas or solicit in competition with Silverleaf or
its affiliates or to interfere with the supply of orders for goods or services
from or by any person, firm or corporation which during this or her employment
has been or is a supplier of




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goods or services to Silverleaf or its affiliates, or (3) 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 7. NONCOMPETITION.

                  (a) COVENANT: Employee covenants and agrees that he or she
         shall not, for a period of two (2) years from and after the effective
         date of any Termination, working alone or in conjunction with one or
         more other persons or entities, for compensation or not, permit his or
         her name to be used by or engage in or carry on, directly or
         indirectly, either for himself or herself or as a member of a
         partnership or other entity or as a stockholder, investor, officer or
         director of a corporation or as an employee, agent, associate or
         contractor of any person, partnership, corporation or other entity, any
         business in competition with the business of Silverleaf or its
         affiliates, as carried on by Silverleaf or its affiliates immediately
         prior to the effective date of any Termination, but only for as long as
         such business is carried on by (1) Silverleaf or its affiliates or (2)
         any person, corporation, partnership, trust or other organization or
         entity deriving title from Silverleaf or its affiliates to the assets
         and goodwill of the business being carried on by Silverleaf or its
         affiliates immediately prior to the effective date of any Termination,
         in any county of any state of the United States in which Silverleaf or
         its affiliates conducts such business or markets the products of such
         business immediately prior to the effective date of any Termination.

                  (b) TOLLING. If Employee violates any covenant contained in
         this Section, then the term of such violated covenant shall be tolled
         for the period commencing on the commencement of such violation and
         ending upon the earlier of (1) such time as such violation shall be
         cured by Employee to the reasonable satisfaction of Silverleaf, (2)
         final adjudication (including appeals) of any action filed for
         injunctive relief or damages arising out of such violation, and (3) the
         expiration of 24 months after Termination during which no violation of
         the covenant has occurred.

                  (c) REFORMATION. If, in any judicial proceeding, the court
         shall refuse to enforce any covenant contained in this Section because
         the time limit is too long, it is expressly understood and agreed
         between Silverleaf and Employee that for purposes of such proceeding
         such time limitation shall be deemed reduced to the extent necessary to
         permit enforcement of such covenant. If, in any judicial proceeding,
         the court shall refuse to enforce any covenant contained in this
         Section because it is more extensive (whether as to geographic area,
         scope of business or otherwise) than necessary to protect the business
         and goodwill of Silverleaf and/or its affiliates, it is expressly
         understood and agreed between Silverleaf and Employee that for purposes
         of such proceeding the geographic


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         area, scope of business or other aspect shall be deemed reduced to the
         extent necessary to permit enforcement of such covenant.

         SECTION 8. INJUNCTIVE RELIEF. Employee acknowledges that a breach of
Sections 5, 6, or 7 hereof would cause irreparable damage to Silverleaf and/or
its affiliates, and in the event of Employee's breach of the provisions of
Sections 5, 6 or 7 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 5, 6 and 7 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 9. EMPLOYEE INVESTMENTS. Anything to the contrary herein
notwithstanding, Employee: (1) shall not be prohibited from investing his or her
assets in such form or such manner as will not, in the aggregate, detract from
the performance by Employee of his or her duties hereunder and will not violate
the provisions of Sections 5, 6 or 7 hereof; 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 or her
affiliates) more than two percent (2%) of the stock in any company, other than
Silverleaf, which is engaged in the timeshare business.

         SECTION 10. EMPLOYEE'S REPRESENTATIONS. Employee represents and
warrants that he or she is free to enter into and perform each of the terms and
conditions hereof, and that his or her execution and performance of this
Agreement does not and will not violate or breach any other Agreement between
Employee and any other person or entity.

         SECTION 11. TERMINATION. This Agreement shall terminate upon the
expiration of its Term, or prior thereto: (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 or incapacity due to Employee's physical or mental
illness as determined in Silverleaf's sole discretion (the "Termination"). The
Term of this Agreement may be extended only by the written agreement of Employee
and Silverleaf.

         SECTION 12. RETURN OF MATERIALS AND VEHICLES: Employee understands and
agrees that any training manuals, sales and promotional material, vehicles or
other equipment provided to him or her 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.


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         SECTION 13. NON-BINDING ALTERNATE DISPUTE RESOLUTION. Except for
actions brought by Silverleaf pursuant to Section 8 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 14. 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 15. 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 or other entity 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.

                  (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.


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         SECTION 16. 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 17. 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 18. 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 19. 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:

                           SHARON K. BRAYFIELD
                           2135 Texas Ash
                           Irving, Texas 75063

         SECTION 20. SECTION HEADINGS. Section and paragraph headings are
inserted herein only for convenience and shall not be used to interpret any of
the provisions hereof.

         SECTION 21. 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.



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         SECTION 22. EFFECTIVE DATE. This Agreement is executed on the date set
forth below, but shall be effective as of _______________________ , 2002 (the
"Effective Date").


         Executed this 18th day of April , 2002.
                       ---         -----



                                    "SILVERLEAF"

                                    SILVERLEAF RESORTS, INC.


                                    By: /s/ Robert E. Mead
                                        ---------------------------------------
                                        ROBERT E. MEAD, Chief Executive Officer


                                    "EMPLOYEE"



                                    /s/ Sharon K. Brayfield
                                    -------------------------------------------
                                    SHARON K. BRAYFIELD




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