8-KMaterial AgreementsExhibits & Filings

EMCOR Group, Inc. 8-K Report, Material Agreement (Apr 25, 2005)

Filed April 25, 2005For Securities:EME

Summary

EMCOR Group, Inc. filed an 8-K on April 25, 2005, to report the entry into material definitive agreements concerning severance packages for several key executive officers. These agreements were established with Sheldon I. Cammaker (EVP and General Counsel), Leicle E. Chesser (EVP and CFO), R. Kevin Matz (SVP - Shared Services), and Mark A. Pompa (SVP, Chief Accounting Officer, and Treasurer). Additionally, a separate, similar severance agreement was entered into with the Chairman of the Board and CEO, Frank T. MacInnis. The severance agreements outline compensation and benefits in the event of termination without Cause by the Company or termination for Good Reason by the executive. These provisions include an aggregate payment equal to twice the executive's base salary, payable in eight equal quarterly installments, along with pro-rated target bonuses. Medical, dental, hospitalization, and life insurance coverage extensions are also included for specified periods, contingent on the executive not securing comparable coverage with a successor employer. Notably, severance benefits are not payable if they would be superseded by benefits under a change of control agreement.

Key Highlights

  • 1EMCOR Group entered into new severance agreements with key executive officers, including the CEO, CFO, General Counsel, and other senior VPs.
  • 2The agreements provide severance payments equivalent to twice the executive's base salary upon termination without Cause or for Good Reason.
  • 3Severance payments will be disbursed in eight equal quarterly installments.
  • 4Executives are entitled to pro-rated target bonuses for the year of termination.
  • 5The company will continue to provide medical, dental, and hospitalization coverage for 18 months post-termination, at its expense.
  • 6Group life and accidental death and dismemberment insurance coverage will be provided for 12 months post-termination, at the company's expense.
  • 7Severance benefits are explicitly stated as not payable if change of control benefits are applicable.
  • 8The severance agreement for CEO Frank T. MacInnis includes a specific clause defining 'Good Reason' to include any reduction in executive officers' authority, duties, or responsibilities, or removal from his current position.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report that EMCOR Group, Inc. has entered into material definitive agreements related to severance packages for several of its top executive officers, including the CEO, CFO, General Counsel, and other senior vice presidents. These agreements detail the compensation and benefits the executives would receive under specific termination circumstances.

The severance packages generally include a payment equal to twice the executive's base salary, paid out in eight quarterly installments. They also provide for pro-rated target bonuses for the year of termination. Additionally, executives will receive continued medical, dental, hospitalization, life, and accidental death and dismemberment insurance coverage at the company's expense for specified periods (18 months for health, 12 months for life/AD&D), subject to replacement by a successor employer.

Severance benefits are triggered if the executive officer's employment is terminated by EMCOR Group 'without Cause' or if the executive officer terminates their employment 'for Good Reason'. The specific definitions of 'Cause' and 'Good Reason' are detailed within the respective severance agreements.

Yes, the severance agreements explicitly state that no severance benefits are payable if benefits are payable to the applicable executive officer under a change of control agreement that the executive has with the Company. This is a common provision to ensure executives are not double-compensated in the event of a company acquisition or similar transaction.