8-KMaterial Agreements

EMCOR Group, Inc. 8-K Report, Material Agreement (Jan 5, 2005)

Filed January 5, 2005For Securities:EME

Summary

EMCOR Group, Inc. filed an 8-K on January 5, 2005, to report the entry into material definitive agreements related to stock option grants under its 2003 Management Stock Incentive Plan. Specifically, on January 3, 2005, the company granted stock options to several of its executive officers, including Frank T. MacInnis (CEO), Anthony Guzzi, and others. The filing details the Form of Stock Option Agreement, which outlines the terms and conditions for these grants. Key provisions include the exercise price (tied to the average high and low stock prices on the grant date), vesting schedules (typically one-third over three years), and conditions for exercise upon termination of employment (including retirement, disability, or death). The agreement also addresses potential adjustments for stock dividends, splits, mergers, or asset sales, and includes provisions for tax withholding. A notable aspect is the 'Annex A' which allows for deferral of stock delivery upon exercise, providing flexibility for executives while adhering to the terms of the stock incentive plan.

Key Highlights

  • 1EMCOR Group granted stock options to executive officers on January 3, 2005, under its 2003 Management Stock Incentive Plan.
  • 2The Form of Stock Option Agreement specifies the terms and conditions for these grants, including exercise price and vesting.
  • 3Executive officers receiving grants include Frank T. MacInnis (CEO) and Anthony Guzzi.
  • 4Options have a ten-year expiration period and specific exercise provisions upon termination of employment.
  • 5The agreement includes clauses for adjustments in case of stock splits, dividends, mergers, or asset sales.
  • 6A "Stock Option Deferral Election Form" and accompanying "Annex A" allow for deferred delivery of shares after exercise, with specific rules on exercisability and delivery.
  • 7The filing serves as notification of a material definitive agreement regarding executive compensation.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose EMCOR Group, Inc.'s entry into material definitive agreements, specifically the granting of stock options to its executive officers under its 2003 Management Stock Incentive Plan.

Several executive officers received stock options. Key recipients mentioned include Frank T. MacInnis (92,000 options), Anthony Guzzi (50,500 options), Sheldon I. Cammaker (33,700 options), Leicle E. Chesser (33,700 options), R. Kevin Matz (27,300 options), and Mark A. Pompa (25,300 options).

The stock options are non-qualified, with an exercise price based on the average of the high and low stock prices on the grant date. Generally, one-third of the options vest on each anniversary of the grant date over three years. Options can be exercised in full upon termination of employment due to termination by the company other than for cause, or by the employee for good reason. The options expire ten years from the grant date and have provisions for exercise upon retirement, disability, or death.

The Stock Option Deferral Election allows grantees to defer the delivery of shares upon exercise of their options. This deferral can be to a specific date or upon termination of employment, with delivery potentially spread over multiple dates. The shares delivered are subject to applicable taxes and withholding. This mechanism provides executives with flexibility in managing their equity compensation.