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FL » Topics » M. D. Serra

This excerpt taken from the FL DEF 14A filed Apr 10, 2006.

M. D. Serra

      The Company has entered into an employment agreement with Matthew D. Serra as Chairman of the Board, President and Chief Executive Officer.

• Term. The term of the agreement began on January 30, 2005 and ends on February 2, 2008. Each January of the term beginning in January 2007, the term of Mr. Serra's employment agreement will be extended for one additional year unless either Mr. Serra or the Board of Directors gives notice of intention not to extend the term.
 
• Annual Base Salary and Bonus. We will pay Mr. Serra an annual base salary of not less than $1.5 million during the term of his agreement. Mr. Serra's annual bonus at target is 125 percent of his base salary, and his bonus at target under the long-term incentive compensation plan for any three-year performance period is 90 percent of his base salary at the beginning of the performance period.
 
• Stock Options and Restricted Stock. Mr. Serra was granted an award of restricted stock covering 105,000 shares and a stock option covering 115,000 shares. These awards vest in three substantially equal annual installments and are reflected in the Summary Compensation Table on Page 16. Mr. Serra may receive additional stock option or restricted stock awards during the contract term, as may be determined by the Compensation and Management Resources Committee.
 
• Benefits Plans and Perquisites. Mr. Serra is entitled to participate in all bonus, incentive and equity plans offered to senior executives. He is also eligible to participate in all pension, welfare, and fringe benefit plans and perquisites offered to senior executives. The benefits and perquisites available to Mr. Serra include:
      –     Company-paid life insurance in the amount of the annual base salary
      –     Long-term disability insurance coverage of $25,000 per month
      –     Annual out-of-pocket medical expense reimbursement of up to $20,000
      –     Financial planning expenses of up to $7,500 annually
      –     Reimbursement of dues and membership fees of one private club of up to $20,000 per year
      –     Automobile expense allowance of up to $40,000 annually and the provision of the services of a driver
     
           Although Mr. Serra is eligible for these perquisites under his agreement, Mr. Serra chose not to participate in some of these benefits in 2005.
   
• Payment and Benefits on Termination.
 
  Termination for Cause, Death or Disability. If Mr. Serra's employment is terminated for Cause, death or disability, he would receive payment of his annual base salary through his termination date. He would also receive those benefits, if any, that the Company provides under its policies to employees whose employment is terminated for these reasons and any benefits required to be provided under the terms of any benefit or incentive plan.
 
  Termination Without Cause or for Good Reason. If Mr. Serra's employment is terminated by us without Cause or by Mr. Serra for Good Reason, or if we breach any material provision of his employment agreement and, as a result, Mr. Serra elects to terminate his employment, he would receive the following payments and benefits:
      –     his base salary to the end of the contract term,
      –     his annual bonus at target, prorated to his termination date,

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      –     his long-term bonus at target for the performance period ending in the year his termination occurred, prorated to his termination date,
      –     outplacement services for a period of one year following his termination date, and
      –     all unvested shares of restricted stock would vest.
Termination Following a Change in Control. If Mr. Serra's employment terminates following a Change in Control, as provided under the agreement, he would receive the following payments and benefits, but the minimum amount of cash payments to Mr. Serra may not be less than 1.5 times his base salary and annual bonus at target:
      –     his base salary to the end of the contract term,
      –     his annual bonus at target, prorated to his termination date,
      –     his long-term bonus at target for the performance period ending in the year his termination occurred, prorated to his termination date,
      –     outplacement services for a period of one year following his termination date, and
      –     all unvested shares of restricted stock and stock options would vest.
If the payments or benefits received by Mr. Serra following a Change in Control are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), we would make a gross-up payment to Mr. Serra in order to put him in the same after-tax position he would have been in had no excise tax been imposed. In addition to termination of the employment by the Company or by Mr. Serra for Good Reason, Mr. Serra may trigger the termination of his employment within the 30-day period commencing three months following a Change in Control and, in that case, he would be entitled to receive the payments and benefits specified above.
   
• Non-Competition. Mr. Serra is subject to a non-competition and non-solicitation provision for two years following the termination of his employment agreement.
This excerpt taken from the FL DEF 14A filed Apr 8, 2005.

M. D. Serra

      On February 9, 2005 the Company entered into an employment agreement (the “2005 Employment Agreement”) with Matthew D. Serra as Chairman of the Board, President and Chief Executive Officer. The 2005 Employment Agreement replaces the employment agreement between the Company and Mr. Serra dated January 21, 2003.

      Under the 2005 Employment Agreement, Mr. Serra will continue to serve as Chairman of the Board, President and Chief Executive Officer for a term beginning January 30, 2005 and ending February 2, 2008. Each January of the term beginning in January 2007, the term of the Employment Agreement will be extended for one additional year unless either Mr. Serra or the Board of Directors gives notice of intention not to extend the term.

      During the term of the 2005 Employment Agreement, we will pay Mr. Serra an annual base salary of $1.5 million. Mr. Serra's annual bonus at target is 125 percent of his base salary and his bonus at target under the Long-Term Incentive Compensation Plan for any three-year performance period is 90 percent of his base salary at the beginning of the performance period. Mr. Serra also receives certain perquisites, which are subject to annual dollar amount caps.

      In accordance with the terms of the 2005 Employment Agreement, Mr. Serra was granted an award of 105,000 shares of restricted stock, which will vest in three equal annual installments provided that Mr. Serra is continuously employed by the Company through the vesting dates and a stock option to purchase 115,000 shares of the Company's common stock at the exercise price of $27.01 per share. The options become exercisable in three equal annual installments on February 9, 2006, February 9, 2007, and February 1, 2008, and expire on the tenth anniversary of the grant date.

      In the event Mr. Serra's employment is terminated by the Company without Cause, or by Mr. Serra for Good Reason, he would receive the following payments: (1) his base salary to the end of the contract term, (2) annual bonus at target prorated to his termination date, and (3) long-term bonus for the performance period ending in the year his termination occurred, prorated to his termination date. In addition, his unvested shares of restricted stock would vest. If Mr. Serra's employment is terminated under certain circumstances following a Change in Control, he would receive the payments specified in the preceding sentence, but no less than 1.5 times the sum of his base salary and annual bonus at target. Also, Mr. Serra's unvested shares of restricted stock and stock options would fully vest. If payments made to Mr. Serra upon the termination of his employment following a Change in Control were subject to the Excise Tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, Mr. Serra would be entitled to a Gross-up Payment, as defined in the 2005 Employment Agreement.

      The 2005 Employment Agreement contains a non-competition and non-solicitation provision for two years following the termination of the agreement.

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 10, 2006
DEF 14A
Apr 8, 2005

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