8-KLeadership ChangesMaterial AgreementsExhibits & Filings

EMCOR Group, Inc. 8-K Report, Material Agreement (Oct 13, 2004)

Filed October 13, 2004For Securities:EME

Summary

EMCOR Group, Inc. (EME) filed an 8-K on October 13, 2004, to announce the appointment of Anthony Guzzi as President and Chief Operating Officer, effective October 25, 2004. Mr. Guzzi, previously with Carrier Corporation, brings significant operational leadership experience to EMCOR. In conjunction with his appointment, EMCOR entered into a comprehensive letter agreement with Mr. Guzzi, detailing his compensation package. This package includes a base salary of $525,000, a guaranteed minimum bonus for 2004 of $175,000, a $200,000 signing bonus, and annual target bonuses of at least 100% of his base salary. Additionally, he will receive stock options for 30,000 shares and 25,000 restricted stock units (RSUs), with specific vesting and performance conditions. The filing also outlines various agreements related to his employment, including severance, change of control, confidentiality, and indemnification, providing a structured framework for his tenure and potential exit scenarios.

Key Highlights

  • 1Appointment of Anthony Guzzi as President and Chief Operating Officer, effective October 25, 2004.
  • 2Mr. Guzzi's compensation includes an annual base salary of $525,000.
  • 3Guaranteed minimum bonus for 2004 of $175,000 and a $200,000 signing bonus.
  • 4Awarded stock options for 30,000 shares and 25,000 restricted stock units (RSUs).
  • 5Stock options vest over three years, with one-third exercisable annually.
  • 6RSUs vest in two tranches, tied to Q4 2004 and Q4 2005 earnings releases.
  • 7Detailed severance and change of control agreements are in place for Mr. Guzzi.

Frequently Asked Questions

This 8-K filing serves to announce the appointment of Anthony Guzzi as the new President and Chief Operating Officer of EMCOR Group, Inc., and to detail the material terms of his employment agreement and related compensation arrangements.

Mr. Guzzi's compensation includes a base salary of $525,000, a signing bonus of $200,000, a guaranteed minimum bonus of $175,000 for 2004, and an annual target bonus of at least 100% of his base salary. He also receives equity awards in the form of 30,000 stock options and 25,000 restricted stock units.

The 30,000 stock options will vest over three years, with one-third becoming exercisable on each anniversary of the grant date. The 25,000 restricted stock units will vest in two equal tranches: one-half after the company releases its Q4 2004 results and the remaining half after the release of Q4 2005 results.

The filing details a Severance Agreement and a Change of Control Agreement. These agreements outline specific severance payments, continued benefits, and other compensation in the event of termination without cause or for good reason, or in the event of a change of control of the company.