AGREEMENT made as of this 30th day of August, 1999, between BLUEGREEN CORPORATION, a
Massachusetts corporation (hereafter "Bluegreen"), having a usual place of business in Boca Raton, Florida, and
David D. Philp (hereafter "Employee"), an individual and resident of Florida.
The parties desire to enter into this Agreement to ensure the continued service of Employee to Bluegreen and to
ensure Employee of his long-term employment as the Chief Investment Officer of Bluegreen and Senior Vice
President of Bluegreen.
The Employee represents that he has, and will continue to have, knowledge of the timeshare development
business. The Employee acknowledges that by virtue of his position as Chief Investment Officer and Senior Vice
President he will acquire information relating to the affairs of Bluegreen, and, by reason of his position, that this
knowledge does and will include proprietary knowledge, trade secrets and all manner of confidential, proprietary
and sensitive information.
NOW, THEREFORE, the parties agree further as follows:
The term of this Agreement shall be for three (3) years from date hereof, provided further that this Agreement
shall automatically renew itself at the end of the third year and each year extension for a one year period, unless
terminated as provided in paragraph 10 herein.
Employee shall be employed as Chief Investment Officer of Bluegreen and Employee shall be elected to the
position of Senior Vice President of Bluegreen and serve in that position at the discretion of the board of
Directors. Employee shall also serve as a member of Bluegreen's Investment Committee during the term herein.
The Investment Committee is responsible for the review and approval of Bluegreen's major investments and
acquisitions. As of the date of this Agreement, the members of the Investment Committee include George F.
Donovan, President and Chief Executive Officer, John F. Chiste, Senior Vice President, Treasur