Exhibit 10.2
April 14, 2003
Mr. Daniel T. Geraci
10 Stonemeadow Drive
Westwood, MA 02099
Dear Dan:
We have enjoyed getting to know you over the last several months. Dona and our senior management are excited
about you joining us and leading the effort to build a preeminent investment management business. I am pleased
to confirm our offer of employment for the position of Executive Vice President, Asset Management, The Phoenix
Companies, Inc. (PNX) responsible for the investment management business. You will have the additional title
of President and Chief Executive Officer of Phoenix Investment Partners, Ltd. The position will report to the
Chairman and Chief Executive Officer of PNX and will be based in Hartford. The structure of your compensation
package is as follows:
Base Salary: $700,000, payable on a bi-weekly basis in the amount of $26,923.08.
Annual Incentive: You will participate in PNX's annual Performance Incentive Plan. Your target
will be $1,400,000. Your maximum annual incentive potential will be
$2,800,000. If the threshold performance target is met you will receive
$700,000.
Guarantee: You will be guaranteed your annual incentive plan target payment of
$1,400,000 for 2003. The actual award may exceed $1,400,000 if the
performance results in a higher payment as determined as in accordance with
the terms of the Performance Incentive Plan. This amount will be payable at
the same time as other awards payable under the plan. You are not eligible to
receive this guaranteed payment if you voluntarily terminate your employment
for any reason prior to one year from the date you commence employment with
PNX.
Long Term Incentive: You will participate in PNX's Long Term Incentive Plan beginning with the
2003-2005 performance cycle. This plan is a performance share plan that pays
out in restricted stock units (RSUs) if PNX meets its ROE target for the
three year cycle. Your target will be $700,000 of performance shares. The
maximum performance shares available under
this plan is $1,400,000. If the threshold performance target is met, you will
receive $350,000 of performance shares. The target number of performance
shares available is determined based upon the stock price at the beginning of
the cycle. The RSUs convert to PNX common stock in June of 2006 and you will
be able to sell 50% of the award and will be required to hold the remaining
50% for five years.
Signing Bonus: You will receive a one-time signing bonus of $700,000 with your first PNX
paycheck. You will be required to repay this amount if you voluntarily
terminate your employment within one year. PNX reserves the right to offset
this obligation against any amounts which may be due to you from PNX at the
time of your termination.
Option Grant: We will grant you 50,000 of PNX options valued at the closing price on your
start date. These options vest over three years with a ten year duration.
These options are governed by the term of PNX's Stock Option Plan.
Restricted You will receive RSUs representing $2,000,000 of PNX's common stock valued
Stock Units: using the average closing price over the 10 trading day prior to your start
date. These restricted stock units will vest at the end of three years from
your start date. You will be able to sell 50% of the award and be required to
hold 50% of the award for five years. You will receive a PNX change in
control agreement, substantially the same as those provided to other
executive vice presidents, which will be amended to add a special provision
regarding vesting of restricted stock units in the event of a "change of
control". Pursuant to this provision, your $2,000,000 award of RSUs will
vest immediately in the event of a "change in control" and a termination by
you for "good reason" or a termination of you by PNX, or its successor,
"other than for cause". These terms are defined in the change of control
agreement.
Performance You will also be eligible to receive an additional $3 million of restricted
Based Restricted stock units based upon achieving certain performance criteria for the
Stock Units: investment management business measured at the end of a three year period.
The performance targets will be benchmarked against peer data where
applicable and will include:
o Margin improvement
o Increased EBITDA
o Product performance improvement
We will work with you to develop the criteria. However, these criteria are
subject to the approval to the PNX Board of Directors. Your ability to sell
the performance RSUs and holding period will be the same as the RSUs
described above. The initial pricing on the performance RSUs
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will be the same as the RSUs described above.
Vacation: You will receive 22 days annually with three floating holidays.
You are also eligible to participate in a wide variety of benefits including The Phoenix Companies, Inc.
Savings and Investment Plan, the Employee Pension Plan and Supplemental Retirement Plan, and certain welfare
benefit plans immediately following employment. The welfare benefits include health, life, accidental death,
and long term disability coverage. Details and information regarding these benefits are enclosed.
You are also eligible to participate in the company's relocation program and we have enclosed details on this
program as well. The normal one year limit on the availability of the relocation program benefits will be
extended to two years as part of this offer. However, the terms of the three month temporary housing allowance
is not amended by this offer.
Dan, we hope you will join our management team. If you accept the terms outlined in this letter, please sign
the acknowledgement below and return this letter to me and keep a copy for your records. If you have any
questions, please feel free to contact me at (860) 403-5941 or Sam Weinhoff at (860) 403-6106.
Sincerely,
/s/ Bonnie J. Malley
by Tracy L. Rich
Bonnie J. Malley
Acknowledged:
/s/ Daniel T. Geraci April 14, 2003
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Daniel T. Geraci Dated
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