EXHIBIT 10.09
LONG TERM INCENTIVE COMPENSATION AGREEMENT
This Long Term Incentive Compensation Agreement (hereinafter "LTIC
Agreement") is entered into this 21st day of August, 2001, between Xxxxx X.
Xxxxxx (hereinafter "Executive") and The St. Xxx Company, a Florida corporation
(hereinafter "Company").
WHEREAS, Executive is currently employed by the Company under the terms
of an employment agreement between Executive and the Company dated January 27,
1999 (hereinafter "Employment Agreement"); and
WHEREAS, Executive and the Company are also parties to an Amended and
Restated Severance Agreement dated August 21, 2001 describing obligations in the
event Executive's employment is terminated under certain circumstances
(hereinafter "Severance Agreement"); and
WHEREAS, the Company desires to provide, and Executive desires to
receive, Long Term Incentive Compensation (hereinafter "LTIC"), as set forth
below, in consideration for Executive's continuing employment with the Company;
NOW, THEREFORE, Executive and Company hereby agree as follows:
1. Defined Terms. Capitalized terms used but not defined in this
LTIC Agreement shall have the meaning ascribed to them in the Employment
Agreement.
2. LTIC Award. Executive shall receive a LTIC award in the amount
of $5,000,000, as adjusted upward or downward as set forth in Paragraph 3 of
this Agreement payable in a single lump sum, upon the first occurrence of any of
the following:
a) Executive remains continuously employed by the Company until
December 31, 2005; or
b) Executive terminates his employment with the Company for Good
Reason; or
c) Death of the Executive; or
d) Disability of the Executive, as defined in the Company's long
term disability plan; or
e) Company terminates Executive's employment for any reason other
than Cause; or
f) The first anniversary of any Change in Control, provided
Executive is employed by the Company on that first
anniversary.
3. Adjustment to LTIC Award. The LTIC award under
Paragraph 2 of this Agreement shall be adjusted as
follows:
a) The base XXX xxxxx price shall be the closing price
of XXX on August 20, 2001;
b) The goal is that the stock price of XXX shall
increase from the base XXX xxxxx price by $1.00 per
year
c) If, on the payment date, the XXX xxxxx price equals
the goal (i.e. up $1 per year from the base XXX xxxxx
price), then the payment amount will be the target
payment amount;
d) There shall be an Adjustment of the payment amount
calculated as follows: For every 1% that the price of
XXX xxxxx exceeds the goal on the payment date, the
actual payment amount shall increase by 2%, except
that in no case can the actual payment amount be more
than one third higher than the target payment amount.
For every 1% by which the price of XXX xxxxx is less
than the goal on the payment on the payment date, the
actual payment amount shall decrease by 2%, except
that in no case can the actual payment amount be less
than two-thirds of the target payment amount;
e) In the event of death of Executive prior to payment,
the actual payment amount shall be the target payment
amount;
f) If XXX xxxxx is no longer publicly traded on the
payment date, the last date XXX publicly traded shall
be used.
EXAMPLE 1:
Target Payment: $5,000,000
Stock Price on Agreement Date (Base XXX Xxxxx Price): $28.50
Goal XXX Xxxxx Price after Four Years: $32.50
Actual Stock Price on Payment Date: $32.50
Percent Change Versus Goal: 0%
Adjustment: $0
Actual Payment: $5,000,000 x .1.0 = $5,000,000
EXAMPLE 2:
Target Payment: $5,000,000
Stock Price on Agreement Date (Base XXX Xxxxx Price): $28.50
Goal XXX Xxxxx Price after Four Years: $32.50
Actual Stock Price on Payment Date: $30.00
Percent Change Versus Goal: -8%
Reduction of Payment: -16%
Adjustment: -.16 x $5,000,000 = -$800,000
Actual Payment: $4,200,000
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EXAMPLE 3:
Target Payment: $5,000,000
Stock Price on Agreement Date (Base XXX Xxxxx Price): $28.50
Goal XXX Xxxxx Price after Four Years: $32.50
Actual Stock Price on Payment Date: $35.00
Percent Change Versus Goal: +8%
Reduction of Payment: +16%
Adjustment: .16 x $5,000,000 = $800,000
Actual Payment: $5,800,000
4. Early Payment. If the LTIC award is paid prior to
December 31, 2005, for any of the reasons set forth in Paragraph 2(b)
(Good Reason), 2(c) (Death), 2(d) (Disability), 2(e) (termination
without Cause), or 2(f) (Change in Control), the Adjustment to the LTIC
award in Paragraph 3 shall be made on a prorated basis as of the price
of XXX xxxxx on the date of the LTIC payment.
5. Voluntary Termination. If executive voluntarily
terminates his employment prior to the occurrence of any of the events
listed in Paragraphs 2(a) through 2(f) other than for Good Reason or
Disability, no LTIC payment will be made.
6. Taxes. There should be no gross up for payment of
income taxes.
IN WITNESS WHEREOF, each of the parties hereto has executed
this Agreement, in the case of the Company by its duly authorized
officer, as of the date and year first above written.
THE ST. XXX COMPANY
By:
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Print Name: Xxxxxxxx Xxxxxxxx
VP Human Resources
EMPLOYEE:
By:
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Print Name: Xxxxx X. Xxxxxx
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