Exhibit 99.2
EMPLOYMENT AGREEMENT
AGREEMENT by and between WCB Holding Corp., a
Delaware corporation (the "Company"), and Xxxxx X.
Xxxxxxxxx (the "Executive"), dated as of July 30, 2000.
WHEREAS, the Executive is currently serving as
Chief Executive Officer of FPL Group, Inc., a Florida
corporation ("FPL") and is a party to an employment
agreement with FPL dated as of December 13, 1993 (the
"1993 Agreement") and another employment agreement with
FPL as amended and restated as of May 10, 1999 (the "1999
Agreement" and, collectively with the 1993 Agreement, the
"Employment Agreements"); and
WHEREAS, the Company, FPL, Entergy Corporation,
a Delaware corporation ("Entergy"), Ranger Acquisition
Corp., a Delaware corporation and a wholly-owned
subsidiary of the Company ("Ranger Acquisition Corp.")
and Ring Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of the Company ("Ring Acquisition
Corp."), have entered into an Agreement and Plan of
Merger, dated as of July 30, 2000 (the "Merger
Agreement"), pursuant to which Ranger Acquisition Corp.
and Ring Acquisition Corp. will merge with and into
Ranger and Ring, respectively; and
WHEREAS, the Company wishes to provide for the
orderly succession of the management of the Company, FPL
and Entergy and their affiliates following the Effective
Time (as defined in the Merger Agreement); and
WHEREAS, the Executive is willing to commit
himself to be employed by the Company as of the Effective
Time on the terms and conditions herein set forth; and
WHEREAS, the parties desire to enter into this
Agreement setting forth the terms and conditions for the
employment relationship of the Executive with the Company
following the Effective Time.
NOW, THEREFORE, IN CONSIDERATION of the mutual
premises, covenants and agreements set forth below, it is
hereby agreed as follows:
1. General. The Company agrees to employ the
Executive, and the Executive agrees to be employed by the
Company, in accordance with the terms and provisions of
the Employment Agreements subject to such changes in the
Executive's position, duties, responsibilities and status
as set forth in Exhibit C to the Merger Agreement (a copy
of which is attached hereto). Except as provided in
Exhibit C, the Employment Agreements shall continue in
full force and effect without modification, except that
references in the 1993 Agreement to an employment
agreement between FPL and the Executive dated February
13, 1989 (the "1989 Agreement") shall be deemed to be
references to the 1999 Agreement which superceded the
1989 Agreement. Following the Effective Time, the
Executive shall receive annual base salary and shall have
incentive compensation opportunities in each case no less
favorable than as in effect immediately prior to the
Effective Time. Nothing herein shall be construed as
affecting (i) the Executive's rights under the Employment
Agreements (including, without limitation, his rights and
obligations upon termination of employment) and (ii) the
Executive's right to terminate employment for "Good
Reason" (as defined in the Employment Agreements);
provided, however, that if the Executive becomes entitled
to severance payments under the 1999 Agreement, the
amount payable to the Executive shall be offset by the
amount of severance payments made to the Executive at the
Effective Time pursuant to the 1999 Agreement (including
any such amount which the Executive may elect to defer to
a date beyond the Effective Time).
2. Assumption of FPL's Rights and Obligations. As
of the Effective Time, the Company shall assume all of
FPL's rights and obligations under the Employment
Agreements.
3. Counterparts. This Agreement may be executed
in several counterparts, each of which shall be deemed an
original, and said counterparts shall constitute but one
and the same original.
4. Other Agreements. Except as provided herein,
this Agreement supercedes any other agreements
(including, but not limited to, the 1989 Agreement) or
representations, oral or otherwise, express or implied,
with respect to the subject matter hereof which have been
made by either party.
5. Effective Date. This Agreement shall be
effective as of the Effective Time, and shall be null and
void and of no force or effect if the parties to the
Merger Agreement terminate such agreement.
IN WITNESS WHEREOF, the Executive and, pursuant
to due authorization from its Board of Directors, the
Company have caused this Agreement to be executed as of
the day and year first above written.
______________________________
Xxxxx X. Xxxxxxxxx
WCB HOLDING CORP.
By:____________________________
Acknowledged and Agreed to
FPL GROUP, INC.
By: _________________________
