Compensation Plan (the “Equity Incentive Plan”) a target award in the amount of 40,000 shares of the Company’s common stock for the 2011 Performance Cycle and a target award in the amount of not less than the value of 200% of his then current Base Compensation for each performance cycle thereafter. In addition, the Board of Directors awarded to Mr. Williamson 26,110 shares of the Company’s common stock, the restrictions on which (i) will lapse on June 30, 2014 if Mr. Williamson remains employed by the Company on such date and (ii) will lapse on an accelerated basis in the event of termination without Cause, Constructive Termination, death, Disability or a Change in Control. Mr. Williamson is also eligible to participate in the Company’s Supplemental Executive Retirement Plan (the “SERP”), and his benefits will vest after four years of service.
The Agreement also provides that the Company will (i) pay for temporary housing in Louisiana for a maximum of six months, (ii) pay relocation expenses in accordance with the Company’s usual relocation practices, and (iii) reimburse Mr. Williamson an amount equal to the sum of (x) any customary sales commission paid by him in connection with the sale of his Texas property and (y) the excess of his Adjusted Cost over the gross sales proceeds, if any, but not more than 10% of such Adjusted Cost. In the event that Mr. Williamson’s Texas property is not sold by September 1, 2011, he may cause the Company to purchase the property for his Adjusted Cost.
If Mr. Williamson’s employment is terminated by the Company without Cause or on account of a Constructive Termination, he will receive (a) Base Compensation for the remainder of his employment term, but not less than two years, (b) his actual Incentive Bonus for the year in which the termination occurs, prorated to reflect the actual period of service during such year, (c) his Incentive Bonus in the target amount multiplied by the number of whole and fractional years of Base Compensation payable to him as severance, (d) full vesting in his SERP benefits, (e) an amount equivalent to the premium cost for continuation coverage under the Company’s group medical plan for a period of not more than 18 months, and (f) prorated equity awards under the Equity Incentive Plan, determined at the end of each outstanding performance cycle. In addition, at his written request, the Company will, pursuant to certain conditions, purchase his Louisiana property and pay or reimburse him for the cost of relocation. Mr. Williamson and his spouse will also participate in the Company’s retiree medical plan at the end of his continuation coverage period, with a portion of the cost of such coverage paid by the Company and a portion paid by Mr. Williamson.
If Mr. Williamson terminates his employment for Good Reason, a term used in connection with a Change in Control, or the Company involuntarily terminates Mr. Williamson’s employment without Cause, either at any time during the 180-day period preceding or the 24-month period following a Change in Control, he will (a) receive an amount equal to three times the sum of his Base Compensation and target bonus, (b) upon his request relocation benefits will be provided, (c) he will receive an amount equivalent to the cost of continuation coverage under the Company’s group medical plan for a period of 36 months and thereafter coverage under the Company’s retiree medical plan, both subject to the terms and conditions described above. Mr. Williamson will also be fully vested for purposes of any service or similar requirement imposed under the SERP.
If Mr. Williamson’s employment is terminated by the Company for Cause, or if he voluntarily terminates employment with the Company, no payments or benefits will be due to him from the Company except as may be required under a separate plan or as may be required by law.
If Mr. Williamson dies or becomes disabled, he or his estate would receive his actual Incentive Bonus for the year in which his death or disability occurred, prorated to reflect the actual period of service during such year, and his benefits accrued under the SERP will be fully vested. Mr. Williamson and his spouse will receive continuation coverage under the Company’s group medical plan and coverage under the Company’s retiree medical plan, subject to the terms and conditions applicable in the event of involuntary termination without cause, described above.
As a condition of the receipt of any severance payment or benefit, Mr. Williamson must execute a mutual Waiver and Release. Mr. Williamson is also subject to a non-solicitation clause and non-competition clause during the two-year period following his separation from service with the Company.
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Capitalized terms used and not otherwise defined in this Current Report shall have the meanings given such terms in the Agreement.
Mr. Madison Retirement Agreement
On April 21, 2011, the Company and Mr. Madison entered into a Retirement Agreement. Pursuant to the Retirement Agreement, Mr. Madison will voluntarily resign his positions and relinquish his titles as the Chief Executive Officer and President of Company, effective July 5, 2011. Mr. Madison will remain employed by the Company until January 1, 2012 (the “Retirement Date”), at which time he will retire. Mr. Madison will continue to serve as a member of the Board of Directors of the Company until October 31, 2011, at which time he will resign as a director. Provided that Mr. Madison timely executes and delivers a mutual Waiver and Release, an aggregate of 25,000 shares of the Company’s common stock previously awarded to Mr. Madison in 2010 and 2011 will be deemed fully vested and delivered to him free of restrictions.
Until the Retirement Date, Mr. Madison will be paid the compensation and provided such benefits available to him under the terms of his current employment agreement. A copy of Mr. Madison’s current employment agreement was filed as exhibit 10(e)(5) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
In the Retirement Agreement, Mr. Madison agreed to adhere to certain confidentiality and non-solicitation covenants set forth in his current employment agreement after his retirement. The Retirement Agreement provides the Company’s obligations under Mr. Madison’s current employment agreement and any other obligation to provide severance, change in control or similar payments to him shall be extinguished as of the Retirement Date.
The foregoing description of the Retirement Agreement is qualified in its entirety by reference to the Retirement Agreement that is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
