UCP Ucp Class A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported) January 15, 2016
_________________________

UCP, Inc.
(Exact Name of Registrant as Specified in Charter)
_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

With effect immediately following the close of business on January 15, 2016 (the "Effective Date"), the Board of Directors of UCP, Inc. (the "Company") appointed James M. Pirrello as the Company's Chief Financial Officer and Treasurer.  Mr. Pirrello will also serve as the Company's Chief Accounting Officer.  In connection with the appointment, the Company entered into an employment agreement (the "Employment Agreement") with Mr. Pirrello on the terms summarized below.

Mr. Pirrello will succeed William J. La Herran, who served as the Company's Chief Financial Officer and Treasurer from its formation until his resignation as of the Effective Date.

Mr. Pirrello, age 57, has over 30 years of experience in the homebuilding industry and has demonstrated expertise in finance, acquisitions and operations.  Prior to joining the Company, since 2014 Mr. Pirrello was the founder and President of American New Homes Group, a start-up company formed to build a super-regional homebuilder through acquisitions of privately-owned homebuilders.  From December 2012 to August 2014, Mr. Pirrello was the Chief Financial Officer of BCB Homes, Inc., a homebuilder focusing on markets along the Gulf Coast of Florida. From January 2012 to December 2012, Mr. Pirrello was the Managing Partner of Berkeley-Columbia Consulting Group, LLC, a boutique management consulting firm specializing in mergers and acquisitions, capital market transactions and competitive strategy analysis and development.  From June 2006 to December 2011, Mr. Pirrello was the Chief Financial Officer and San Antonio Division President of Michael Sivage Homes and Communities, a homebuilder with operations in Texas and New Mexico.   Mr. Pirrello received his Bachelor's degree in Accounting from Juniata College; he received a Masters of Business Administration from both Columbia University and the University of California, Berkeley.

There were no arrangements or understandings between Mr. Pirrello and any other persons pursuant to which Mr. Pirrello received his appointment. Mr. Pirrello does not have any family relationships subject to disclosure under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Employment Agreement

Mr. Pirrello's Employment Agreement provides for an initial term of three years from the Effective Date with automatic one-year renewal periods absent at least 60 days prior written notice of non-renewal by either party.

During his employment term Mr. Pirrello will receive a base salary at an annual rate of $375,000 (the "Base Salary"). Mr. Pirrello is eligible to receive an annual discretionary cash bonus with a target bonus of not less than 50% of his Base Salary.

Mr. Pirrello shall be eligible to receive equity and other long-term incentive awards under the Company's 2013 Long-Term Incentive Plan and its 2014 Short-Term Incentive Plan, and will also be eligible to participate in other benefit plans of the Company consistent with other executives of a similar level.  During Mr. Pirrello's employment term, he will be entitled to certain employee benefits of the Company including, but not limited to, any employee benefit plan that the Company has adopted or may adopt, five weeks of paid vacation per calendar year and reimbursement of

 

business and travel expenses pursuant to the Company's expense reimbursement policy. The Company will provide Mr. Pirrello with a car or provide a car allowance of $1,000 per month. The Company shall reimburse Mr. Pirrello for reasonable expenses and costs incurred in connection with his relocation to the San Jose area.

If Mr. Pirrello's employment is terminated during the term of the Employment Agreement by the Company without "Cause" or by Mr. Pirrello for "Good Reason" (each, as defined in Employment Agreement), then in addition to any accrued amounts owed, Mr. Pirrello would be entitled to receive a severance payment in an amount equal to one times the sum of (A) his Base Salary at the time of termination plus (B) his target annual bonus for the year in which his employment terminates.  In addition, he would be eligible to receive continuing healthcare coverage for up to 12 months.

The foregoing description of the terms of Mr. Pirrello's Employment Agreement is a summary which does not purport to be complete and is subject to and qualified in its entirety by reference to the Employment Agreement, a copy of which is filed herewith as Exhibit 10.1.

Indemnity Agreement

On the Effective Date, the Company entered into an Indemnity Agreement with Mr. Pirrello in substantially the same form as the Company has entered into with its other executive officers.  In general, the Company has agreed to hold harmless and indemnify Mr. Pirrello to the fullest extent authorized or permitted by the provisions of the Delaware General Corporation Law. The foregoing description of the terms of Mr. Pirrello's Indemnity Agreement is a summary which does not purport to be complete and is qualified in its entirety by reference to the form of Indemnity Agreement, a copy of which was filed with the Securities and Exchange Commission (the "SEC") on May 21, 2013 as Exhibit 10.6 to Pre-Effective Amendment No. 1 to the Company's Registration Statement on Form S-1 (File No. 333-187735).

Resignation Agreement with William J. La Herran

On the Effective Date, the Company entered into a Resignation Agreement (the "Resignation Agreement") with William J. La Herran who resigned as the Chief Financial Officer and Treasurer of the Company on the Effective Date.  Mr. La Herran's employment by the Company ceased as of the Effective Date.  Pursuant to the Resignation Agreement, Mr. La Herran will receive a lump-sum severance payment in an amount equal to $562,500 and a monthly payment in an amount equal to a portion of the monthly amount of the Consolidated Omnibus Budget Reconciliation Act of 1985 continuation coverage premium for such month until the earlier of 12 months after the Effective Date and the date on which Mr. La Herran has obtained other substantially similar healthcare coverage.  Mr. La Herran's unvested equity awards also vested as of the Effective Date.  In consideration for the benefits under the Resignation Agreement, Mr. La Herran agreed to various provisions, including a general release of claims against the Company, waivers of various rights and other customary provisions. The foregoing description of the terms of the Resignation Agreement is a summary which does not purport to be complete and is qualified in its entirety by reference to the Resignation Agreement, a copy of which is filed as Exhibit 10.2 hereto.

 

Item. 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit
10.1	James M. Pirrello, Employment Agreement
10.2	William J. La Herran, Resignation Agreement
99.1	Press release, dated January 19, 2016

    

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 20, 2016

 

	UCP, Inc.
	By:	/s/  W. Allen Bennett
		Vice President and General Counsel

 

 

EXHIBIT INDEX

 

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) between UCP, Inc., a Delaware corporation (the “Company”), and James M. Pirrello  (the “Executive”) is entered into as of January 15, 2016 (the “Effective Date”).  In consideration of the covenants contained herein, the parties agree as follows:

(c)       Other Benefits.

(i)        Savings and Retirement Plans.  Executive shall be entitled to participate in all qualified and non-qualified savings and retirement plans applicable generally to other senior executives of the Company, in accordance with the terms of the plans, as may be amended from time to time.

 

(ii)       Welfare Benefit Plans.  Executive and/or his eligible dependents shall be eligible to participate in and shall receive all benefits under the Company’s welfare benefit plans and programs applicable generally to other senior executives of the Company, in accordance with the terms of the plans, as may be amended from time to time.

 

(iii)           Vacation.  Executive shall be entitled to paid vacation time consistent with the applicable policies of the Company as in effect from time to time, including a maximum accrual cap for unused vacation pay, but in any event no less than a vacation benefit accrual rate of five weeks per year.

(iv)        Fringe Benefits.  During the Employment Period, (1) the Company may provide Executive with a Company car in accordance with the applicable policies and procedures of the Company as in effect from time to time, or provide Executive with a car allowance of $1,000 per month on terms which are generally applicable to other senior executives of the Company and (2) Executive shall be entitled to such additional fringe benefits as may be available generally to other senior executives of the Company.

 

(v)        Business Expenses.  Subject to Section 16, Executive shall be reimbursed for all reasonable travel and other expenses incurred in the performance of Executive’s duties on behalf of the Company.

 

 

 

 (a)  The Employment Period shall end upon the first to occur of: (i) the expiration of the term of this Agreement pursuant to Section 1 hereof; (ii) termination of Executive’s employment by the Company on account of Executive’s having become unable (as determined by the Board in good faith) to regularly perform his duties or any of his essential functions or duties by reason of illness or incapacity, with or without reasonable accommodation if required, for a period of more than six consecutive months (“Termination for Disability”); (iii) termination of Executive’s employment by the Company for Cause (as defined in Exhibit A attached hereto) (“Termination for Cause”); (iv) termination of  Executive’s employment by the Company other than a Termination for Disability or a Termination for Cause (“Termination Without Cause”); (v) Executive’s death; (vi) termination of Executive’s employment by Executive for Good Reason (as defined in Exhibit A attached hereto) (“Termination for Good Reason”); or (vii) termination of Executive’s employment by Executive for any reason other than Good Reason.

coverage or become entitled to Medicare coverage.  Subject to Section 16, the Severance Payment shall be paid in a lump sum payment on the sixtieth day following the termination date.  As a condition to Executive’s receipt of the post-employment payments and benefits set forth in this Section 4(c), Executive must execute, return, not rescind and comply with a commercially reasonable written release agreement in a form prescribed by the Company (the “Release”).

equity-based awards that have been awarded to Executive by the Company that are subject to time-based vesting (and if there be more than one such award held by Executive, by reducing the awards in the reverse order of the date of their award, with the most-recently awarded reduced first and the oldest award reduced last); and (vii) by reducing the acceleration of vesting of any stock options that are not described in (i), above.

of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code (“409A Penalties”), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement.  To the extent any amounts under this Agreement are payable by reference to Executive’s “termination of employment” such term and similar terms shall be deemed to refer to Executive’s “separation from service,” within the meaning of Section 409A of the Code.  Notwithstanding any other provision in this Agreement, to the extent any  payments hereunder constitutes nonqualified deferred compensation, within the meaning of Section 409A, and Executive is a specified employee (within the meaning of Section 409A of the Code) as of the date of Executive’s separation from service, each such payment that is payable upon Executive’s separation from service and would have been paid prior to the six-month anniversary of  Executive’s separation from service, shall be delayed until the earlier to occur of (i) the first day of the seventh month following Executive’s separation from service or (ii) the date of Executive’s death.  Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by Employer under any applicable expense reimbursement policy, and shall be paid to Executive within 30 days following receipt of such expense reports, but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense.  Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible for reimbursement, or in-kind benefit to be provided, during any other calendar year.  The right to any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	UCP, INC.
	By:	/s/ Dustin L. Bogue
		Name:  Dustin L. Bogue
		Title:  Chief Executive Officer
	EXECUTIVE:
		/s/ James M. Pirrello
		James M. Pirrello

 

 

EXHIBIT A

DEFINITIONS

“Cause” shall mean the occurrence of any of the following conditions:

(iii)            the commission of dishonest, fraudulent or deceptive acts or practices in connection with Executive’s employment that are materially injurious to the Company, monetarily or other

For purposes of this definition, no act, or failure to act, on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company.  Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or (B) the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.  The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding Executive, if Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the conditions set forth in clauses (i), (ii), (iii) or (iv) above have been satisfied, and specifying the particulars thereof in detail.

“Change in Control”  shall mean, except as otherwise provided below, the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company.  In determining whether an event shall be considered a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Company, the following provisions shall apply:

(i)            A “change in the ownership” of the Company shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company, as determined in accordance with Treasury Regulation § 1.409A-3(i)(5)(v).  If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the stock of the Company, or to have effective control of the Company within the meaning of clause (ii) of this definition, and such person or group acquires additional stock of the Company, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the ownership” of the Company.

(ii)            A “change in the effective control” of the Company shall occur on either of the following dates:

(A)  The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company, as determined in accordance with Treasury Regulation § 1.409A-3(i)(5)(vi).  If a person or group is considered to possess 30% or more of the total voting power of the stock of the Company, and such person or group acquires additional stock of the Company, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the effective control” of the Company; or

(B)  The date on which a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election, as determined in accordance with Treasury Regulation § 1.409A-3(i)(5)(vi).

(iii)            A “change in the ownership of a substantial portion of the assets” of the Company shall occur on the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, as determined in accordance with Treasury Regulation § 1.409A-3(i)(5)(vii).  A transfer of assets shall not be treated as a “change in the ownership of a substantial portion of the assets” when such transfer is made to an entity that is controlled by the shareholders of the Company, as determined in accordance with Treasury Regulation § 1.409A-3(i)(5)(vii)(B).

Notwithstanding the occurrence of any of the foregoing events, an initial public offering or any bona fide primary or secondary public offering following the occurrence of an initial public offering shall not constitute a Change in Control.

“Good Reason” shall mean any of the following actions, if taken without the express written consent of Executive:   (i) a material diminution in Executive’s Base Salary; (ii) a material diminution in Executive’s authority, duties or responsibilities; (iii) requiring Executive to move his place of employment more than 50 miles from his place of employment prior to such move; or (iv) a material breach by the Company of this Agreement.  Executive’s employment with the Company may be terminated for Good Reason if (i) Executive provides written notice to Company of the occurrence of the Good Reason event (as described above) within 90 days after Executive has knowledge of the circumstances constituting Good Reason, which notice shall specifically identify the circumstances which Executive believes constitute Good Reason, (ii)  Company fails to correct the circumstances constituting “Good Reason” within 30 days after such notice; and (iii) Executive resigns within six months after the initial existence of such circumstances.

 

 

RESIGNATION AGREEMENT

This Resignation Agreement (the “Agreement”) is made and entered into between UCP, Inc. (“UCP”), on the one hand, and William J. La Herran (“Employee”), on the other hand, upon the following terms and conditions:

1.            Factual Recitals.  Whereas, UCP and Employee are parties to an Employment Agreement entered into as of July 23, 2013 (the “Employment Agreement”).  Whereas, UCP and Employee wish to effectuate the separation of their employment relationship in accordance with the terms hereof and, except as otherwise expressly set forth herein, in lieu of any of the severance payment or other severance benefits provided for in the Employment Agreement.  Whereas, UCP has no obligation to provide Employee with the consideration set forth herein except in exchange for Employee’s acceptance and performance of this Agreement.  Whereas, Employee has been paid all wages and all other compensation and benefits which Employee was entitled to have received prior to signing this Agreement.  Whereas, Employee and UCP intend by this Agreement to fully and finally resolve any actual or potential disputes or claims by Employee between them, including any actual or potential disputes or claims relating to wages, compensation, or employment.  Whereas, Employee has read, understood, and considered this Agreement, and has signed this Agreement knowingly and voluntarily.

2.            Resignation from Employment.  Employee hereby resigns from his employment with UCP, and from any and all positions with UCP or any UCP subsidiary or affiliate, effective as of January 15, 2016, and UCP hereby accepts Employee’s resignation.  Pursuant to Employee’s accepted resignation, the parties agree that Employee’s employment with UCP has terminated by resignation effective as of January 15, 2016.

3.            Severance Payment.  In consideration for Employee’s performance of the covenants and obligations hereunder, UCP will provide Employee with the following:

a.     The sum of $562,500, less applicable tax and related withholdings, which consists of one (1) year of base salary and the target bonus for 2016 (which is 50% of the base salary), and which is equivalent to the Severance Payment as that term is defined in Section 4(c) of the Employment Agreement; and

b.     A monthly amount toward COBRA premiums and HSA contributions (up to a maximum aggregate cap of $4,500 for such HSA contributions) in accordance with the terms and conditions of Section 4(c) of the Employment Agreement; and

c.     Vesting of all Employee’s currently unvested Restricted Stock Units, Class A commons shares, and Stock Options awarded to Employee under UCP’s 2013 Long-Term Incentive Plan and 2014 Short-Term Incentive Plan (together, the “Plans”), and subject to the terms and conditions of those Plans.

UCP shall provide the above consideration within 60 days of the execution of this Agreement.  Except for the consideration above, Employee acknowledges that Employee is entitled to no other compensation, payments or benefits from UCP of any kind whatsoever, including without limitation, salary, bonuses (for 2015, 2016, or otherwise), severance pay, vacation pay, or any

options, equity or equity-based units or awards, or any severance payment or other severance benefits under the Employment Agreement except as expressly set forth above.

4.            General Release of UCP by Employee.  Except for the obligations arising out of this Agreement, Employee, on Employee’s own behalf and on behalf of all of Employee’s respective legal predecessors, successors, and assigns, does hereby fully and forever release, discharge, absolve, and covenant not to sue UCP, and each and all of its legal predecessors, successors, assigns, owners, fiduciaries, companies, divisions, parents, subsidiaries, affiliates, insurers, and related entities, and each of the foregoing’s respective past, present, and future officers, principals, directors, partners, employees, agents, volunteers, attorneys, trustees, administrators, executors, and representatives (all collectively referred to herein as the “UCP Released Parties”) from, of, and for any and all claims, demands, damages, debts, controversies, liabilities, losses, accounts, obligations, costs, expenses, attorneys’ fees, actions, liens, causes, and/or causes of action, at law or in equity, whether known or unknown, which Employee now has, has ever had, or may have in the future against UCP Released Parties based upon, arising out of, concerning, relating to, or resulting from any act, omission, matter, fact, occurrence, transaction, thing, state of facts, claim, contention, statement, or event occurring or existing at any time in the past up to and including the date Employee has signed this Agreement.  Without limiting the generality of the foregoing, this General Release applies to any and all claims for wages, compensation, penalties and interest, and any and all claims, demands, damages, debts, controversies, liabilities, losses, obligations, costs, expenses, attorneys’ fees, actions, liens, causes, and/or causes of action a) which in any way are based upon, relate to, arise out of, or result from Employee’s hiring by, employment with, or separation from UCP, b) which are based upon, relate to, or arise under any agreement between Employee and UCP, including the Employment Agreement, or c) which could be or could have been asserted by Employee under any federal, state, or local law, regulation, ordinance, or executive order, including, but not limited to, the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the federal Family Medical Leave Act, the Americans with Disabilities Act, the Employment Retirement Income Security Act (ERISA), the Age Discrimination in Employment Act (ADEA), the California Fair Employment and Housing Act (FEHA), any other statute or law prohibiting discrimination, the California Labor Code, the California Business and Professions Code, or any common law or equity theory.  Nothing in this Agreement shall affect Employee’s (i) rights to file claims for workers’ compensation or unemployment insurance benefits, (ii) vested retirement or pension benefits, if any, (iii) rights, if any, to indemnification under California Labor Code Section 2802 or any agreement with the Company, (iv) coverage under any D&O or other similar insurance policy or (v) rights under any applicable state or federal law that creates rights that may not be waived, compromised, exchanged, and relinquished.

4.1            Waiver of Section 1542.  Employee has read and understood the following language contained in Section 1542 of the California Civil Code:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

But for the obligations arising from this Agreement, having reviewed this provision, Employee nevertheless hereby voluntarily waives and relinquishes any and all rights or benefits Employee may have under this provision, or any other statutory or non-statutory law of similar effect, and fully releases UCP and the other UCP Released Parties from any and all unknown claims.

4.2            ADEA Provisions and Notification.  In connection with Employee’s waiver and release of claims under the Age Discrimination in Employment Act (ADEA), Employee acknowledges that Employee hereby is and was advised to consult with an attorney prior to executing this Agreement.  Employee further acknowledges that Employee has been advised that he has, and has been provided with, at least 21 calendar days to consider this Agreement before signing it, and that Employee has 7 calendar days to revoke this Agreement subsequent to the time Employee signed it.  To revoke this Agreement, Employee shall deliver written notification of the revocation by letter or email marked “Confidential” to Allen Bennett, Corporate Vice President/General Counsel, 7815 N. Palm Avenue, Suite 101, Fresno, California, abennett@unioncommunityllc.com.

5.            Covenant Not to Sue.  To the maximum extent permitted by law, at no time subsequent to the execution of this Agreement will Employee file, maintain, or execute upon, or cause or permit the filing or maintenance or execution upon, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any judgment, charge, claim, or action of any kind, nature and character whatsoever, known or unknown, which Employee released under Paragraph 4, above.  Employee also warrants that neither Employee, nor anyone acting on Employee’s behalf, has filed any claim, charge, or action against any of UCP Released Parties based in whole or in part on any matter covered by Paragraph 4, above.  Employee also agrees not to file or maintain against UCP any judgment, charge, claim, or action of any kind in a representative, collective, or class capacity on behalf of others.  Employee agrees not to participate in a representative, collective, or class claim, charge, or action against UCP that is based in whole or in part on any matter covered by Paragraph 4, above.  Nothing in this Agreement precludes Employee from filing a discrimination charge with or participating in an investigation conducted by certain governmental agencies; however, if any administrative charge or lawsuit is commenced that is based in whole or in part on any matter covered by Paragraph 4 in a court or administrative agency, Employee waives and agrees not to accept any award of money or other damages as a result of such charge or lawsuit.

6.            No Admission; Reliance.  Neither this Agreement nor anything contained in this Agreement shall be construed as an admission of any fact, issue, wrongdoing, or liability by either party hereto.  The parties acknowledge that they have not executed this Agreement in reliance upon any promise, representation, statement, warranty or agreement other than those set forth expressly herein.

7.            Confidentiality; Return of Property.  Employee agrees that he will not disclose or release this Agreement or any information contained herein to anyone other than on a confidential basis to Employee’s spouse, attorneys, tax advisors, and governmental taxing authorities.  Employee hereby further reaffirms his obligations and commitment to comply with Section 5 of the Employment Agreement regarding Confidential Information and return of UCP property and information.

8.            Non-disparagement.  Employee agrees that Employee will not, directly or indirectly, make any disparaging, derogatory, or defamatory remarks about UCP, any of its affiliates, or any of UCP’s or such affiliates’ executives, officers, directors, or managers, and Employee further agrees not to make any negative comments to the media or otherwise attempt to generate negative publicity about UCP, any of its affiliates, or any of UCP’s or such affiliates’ executives, officers, directors, or managers.  Nothing contained in this paragraph or any other provision of this Agreement shall prevent Employee from i) making truthful reports to or testifying truthfully before any court, agency, or regulatory body, or reporting possible violations of law or regulation to any governmental agency or entity, or ii) engaging in concerted activity protected by the National Labor Relations Act or other applicable law or regulation.

9.            Other Agreements.  Employee will continue to comply with and be subject to any obligations Employee has to UCP or its affiliates under any existing contracts or agreements, including but not limited to the Employment Agreement.

10.            Cooperation.  Employee will make himself reasonably available to answer questions and provide accurate information to UCP regarding matters he oversaw and/or which relate to his former duties and responsibilities during his employment with UCP.  Such cooperation will not require more than a nominal amount of time from Employee, and Employee will not have to travel or provide such cooperation in person.

11.            Annual Report.  Prior to filing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Annual Report”), Employee shall provide sub-certifications to the Company and its Chief Executive and Chief Financial Officer in form and substance substantially similar to the certifications delivered by the Company’s Chief Executive Officer and Chief Financial Officer in connection with the Annual Report pursuant to Rules 13a-14(a) and 13a-14 under the Securities Exchange Act of 1934, as amended; provided, however, Employee shall be provided a reasonable opportunity to review a draft of such Annual Report prior to making such sub-certifications.  Such sub-certifications will be effective up to the period January 8, 2016.

12.            Representations and Warranties.  Employee represents and warrants that (a) he is of sound mind, (b) he has signed this Agreement voluntarily and without duress or undue influence, with the opportunity to discuss these terms with an attorney or advisors of his own choosing, and (c) he understands that he is providing a full release of legal claims.  Employee further represents and warrants that Employee has not assigned or transferred to any person not a party to this Agreement any matter or any part or portion or any matter released under this Agreement, and Employee will defend, indemnify, and hold harmless UCP from and against any claim (including the payment of attorneys’ fees and costs incurred in litigation or otherwise) based on or in connection with or arising out of any such assignments or transfer made.

13.            Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of California.  The language of this Agreement shall be construed as a whole according to its fair meaning, and not strictly for or against any of the parties hereto.

14.            Compliance With Section 409A.  This Agreement is intended to be interpreted so that any amounts payable under this Agreement will be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and treasury regulations relating thereto.  All references in this Agreement to Employee’s termination of employment shall mean a separation from service within the meaning of Section 409A of the Code.  Each payment under this Agreement as a result of the separation of the Employee’s service shall be considered a separate payment for purposes of Section 409A of the Code.

15.            Severability.  If any provision or part of this Agreement other than the release of claims set forth in Paragraph 4 above, is declared illegal or unenforceable by any court or governmental agency of competent jurisdiction and cannot be modified or reformed to be enforceable, that provision or part will immediately become null and void, leaving the remainder of this Agreement in full force and effect and to this end, the provisions of this Agreement are declared to be severable.  However, if the release contained in this Agreement is found by a court to be invalid or unenforceable, Employee agrees promptly upon the request of UCP to execute a new release that is valid and enforceable.  In the absence of a valid, fully enforceable release, this Agreement shall be null and void.

AGREED TO AND ACCEPTED:

 

William La Herran				UCP, Inc.
/s/ William La Herran				/s/ Dustin Bogue
				By:	Dustin Bogue
DATE:	January 13, 2016			DATE:	January 13, 2016

 

 

 

 

 

UCP HIRES JAMES M. PIRRELLO AS CHIEF FINANCIAL OFFICER

SAN JOSE, California, (January 19, 2016) – UCP, Inc., (NYSE: UCP) today announced that James M. Pirrello has joined the company as its Chief Financial Officer, effective January 15, 2016. Mr. Pirrello brings over 30 years of financial and operating experience at public and large regional homebuilders. Mr. Pirrello will lead all aspects of UCP's finance, accounting, SEC reporting and capital markets functions, as part of UCP's executive management team. Mr. Pirrello succeeds William J. La Herran, who resigned as UCP's Chief Financial Officer, effective January 15, 2016. Mr. La Herran has agreed to assist UCP to facilitate the transition.

"We are pleased to welcome Jamie, who brings a wealth of diverse financial and operating experience across the homebuilding industry, to our company," stated Dustin Bogue, Chief Executive Officer of UCP. "Jamie joins us at a truly exciting time, as we continue to make meaningful progress towards unlocking significant value from our portfolio.  Jamie's proven track record of implementing and leading successful and disciplined financial operations is a solid match for our long term growth strategy. We look forward to his positive contributions as we enter new markets, open additional communities and grow our deliveries in the coming years."

Mr. Pirrello has significant executive leadership experience in the homebuilding industry. Mr. Pirrello's experience encompasses residential, commercial and multi-family construction, as well as land acquisition and development nationwide, in markets including California, Texas, Florida, Nevada and Washington, D.C.  Mr. Pirrello has significant capital markets experience, having negotiated over $3 billion of debt and equity financing, and has led over 20 merger and acquisition transactions. During his tenure as the Chief Financial Officer of public and large privately-owned homebuilders, Mr. Pirrello has had significant success implementing financial planning and analysis systems, recapitalizations and competitive growth strategies.

Mr. Pirrello has served in various leadership positions, in both financial and operating roles, at homebuilder and real estate related firms.  His experience includes tenures at Pulte Homes, NVR, First Homebuilders of Florida, The Fortress Group, BCB Homes and Sivage Homes.

Mr. Pirrello earned two MBAs, both with honors, from Columbia University and the University of California, Berkeley, along with an undergraduate degree in accounting from Juniata College.   He served on the Board of Trustees of Juniata College, where he was a member of the Executive Committee and chaired the Audit Committee.

Mr. Pirrello said, "I am thrilled to join the UCP team as the company continues to rapidly expand its operations. UCP has made immense strides to establish itself as a leader in its attractive homebuilding markets. As the homebuilding industry continues to strengthen as a result of strong employment growth, low interest rates and significant pent-up demand, it is a great time join UCP as the company capitalizes on the industry's resurgence.  I look forward to working with Dustin and the talented team at UCP as we execute on the company's long term growth strategy."

Dustin Bogue stated, "I would like to thank Will for his dedication to the expansion of our company during his 11 years with us.  On behalf of the entire UCP team, we wish him all the best in his future endeavors."

About UCP, Inc.

UCP is a homebuilder and land developer with land acquisition and entitlement expertise in California, Washington State, North Carolina, South Carolina and Tennessee. UCP designs, constructs and builds high-quality, sustainable single-family homes for a variety of lifestyles and budgets through its wholly-owned subsidiaries, Benchmark Communities, LLC. The Benchmark Communities brand is recognized by homebuyers for its high-quality construction and craftsmanship, cutting-edge home design and customer-centric service and warranty programs.

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