EXHIBIT 10(f)
EMPLOYMENT AGREEMENT
This Agreement (this "Agreement") made as of the 25th
day of July, 1994, between FLORIDA POWER & LIGHT COMPANY, a Florida
corporation (the "Company"), and JEROME H. GOLDBERG (the
"Executive").
WHEREAS, pursuant to the terms of that certain
Employment Agreement dated as of August 9, 1989 between the Company
and the Executive (the "Old Agreement"), the Executive has served as
the senior officer responsible for the operation of the Company's
Nuclear Generating Facilities (the "Facilities"); and
WHEREAS, the Company desires to retain the Executive's
services in such capacity beyond the expiration of the Old Agreement
on September 18, 1994; and
WHEREAS, the Executive is willing to continue serving
the Company on the terms herein provided.
NOW, THEREFORE, in consideration of the foregoing and
of the respective covenants and agreements of the parties herein
contained, the parties hereto agree as follows:
1. EMPLOYMENT
(a) The Company hereby agrees to continue
the employment of the Executive, and the Executive hereby agrees to
continue his service to the Company on the terms and conditions set
forth herein.
(b) The term of the Executive's continued
employment by the Company hereunder shall be for the period
commencing on September 19, 1994, and continuing until March 1, 1996
(the "Term") unless sooner terminated as provided in Section 7.
2. POSITION AND DUTIES
The Executive shall serve as President of the Nuclear
Division of the Company and shall, subject to the authority and
direction of the Chief Executive Officer of the Company, have general
supervision over, and responsibility for, the management, operation,
organization, staffing, maintenance and regulation of the Facilities
and shall have such other powers, duties and
responsibilities related to the Facilities as may from time to time
be prescribed by the Chief Executive Officer of the Company; provided
that such other duties and responsibilities are consistent with the
Executive's status and position. The Executive shall perform and
discharge, faithfully, diligently and to the best of his ability,
such duties and responsibilities. The Executive shall devote
substantially all his working time and efforts to his duties
hereunder; provided, however, that the Executive shall have the right
to provide consulting services to other entities during his permitted
vacation time as long as the Executive's performance of such services
would not violate the provisions of Section 11 of this Agreement and
would not otherwise result in a conflict of interest with the
Company.
3. PLACE OF PERFORMANCE
In connection with his employment by the Company, the
Executive shall be initially based at the Company's office located at
700 Universe Boulevard, Juno Beach, Florida 33408.
4. COMPENSATION
(a) Salary. During the Term, the
Executive shall receive an annual salary of $462,500 ("Salary"),
payable in bi-weekly installments. Salary shall be adjusted from
time to time by the Board in keeping with the Company's normal
practices but in any event may not be reduced to less than $462,500.
Any increase in Salary or other compensation shall not, without the
consent of the Executive, limit or reduce any other obligation of the
Company hereunder.
(b) Deferred Incentive. Pursuant to
Section 9(b) of the Old Agreement, the Executive shall receive a
lump-sum payment from the Company in the amount of $466,600 on
September 19, 1994, representing full payment by the Company of all
Deferred Incentive Awards (as defined in the Old Agreement),
including interest thereon, due and owing to the Executive through
the date of expiration of the Old Agreement.
(c) Annual Incentive Compensation. In
addition to Salary, during the Term the Executive shall be eligible
to receive annual incentive compensation awards ("Annual Incentive
Awards"). The parties agree that the target amount for such Annual
Incentive Awards, if earned, shall be thirty-five percent of the
Executive's Salary. The parties shall determine mutually acceptable
Performance Targets reasonably related to the Executive's duties
hereunder for purposes of determining Annual Incentive Awards for
each calendar year during the Term. The Executive shall receive full
payment of any such Annual
Incentive Award promptly after the approval thereof under the
Company's Annual Incentive Plan in effect for such year.
(d) Long Term Incentive Compensation. In
addition to Salary and Annual Incentive Compensation, the Executive
shall be eligible to receive performance awards under the FPL Group,
Inc. Long Term Incentive Plan-1994 (the "Long Term Plan"). The
parties agree that the target amount, if earned, shall be sixty
percent of the Executive's Salary, payable in accordance with the
terms of the Long Term Plan.
(e) Other Awards. In addition to Salary,
Annual Incentive Compensation and Long Term Incentive Compensation,
the Executive shall be entitled to receive such additional payments
as the Board or a duly authorized committee thereof may determine
pursuant to other incentive plans (the "Plans") as established from
time to time by the Company, its subsidiaries or affiliates;
provided, however, that nothing herein shall obligate the Company to
include the Executive as an eligible participant in any of the Plans.
The amount of any additional compensation payable to the Executive
pursuant to this paragraph will be paid to the Executive in
accordance with the terms of the Plans.
(f) Prorations. Payment of Annual and
Long Term Incentive Compensation Awards made to the Executive before
or during the Term shall be prorated in amount (whether cash or
securities) by multiplying the amount of the award by a fraction, the
numerator of which is the number of full months the Executive serves
during the award period (including the Executive's service under the
Old Agreement) through the end of the Term on March 1, 1996, and the
denominator of which is the total number of months in the award
period. As a result, the Executive would be entitled to receive
one-sixth of an annual award for two months of service and
one-twenty-fourth of a four-year award for two months of service.
(g) Expenses. During the Term, the
Executive shall be entitled to receive prompt reimbursement for all
reasonable expenses incurred by him (in accordance with the policies
and procedures established from time to time by the Company for
senior executive officers) in performing services hereunder, provided
that the Executive properly accounts therefor in accordance with the
Company's policy.
(h) Fringe Benefits. During the Term, the
Executive shall be entitled to participate in or receive benefits
under the Company's employee benefit and welfare plans and
arrangements set forth in Exhibit A attached hereto to the extent he
shall be eligible pursuant to the terms of such plans and as in
effect from time to time. The Executive shall be entitled to
participate in or receive benefits under any benefit, welfare,
retirement, life insurance, health, disability or accident plan or
arrangement made available by the Company in the future to its
executives and key management employees, subject to and on a basis
consistent with the terms, conditions and overall administration of
such plans and arrangements. Nothing paid to the Executive under any
Company plan or arrangement presently in effect or made available by
the Company in the future shall be deemed to be in lieu of
compensation of the Executive hereunder.
(i) Vacations. During the Term, the
Executive shall be entitled to six weeks paid vacation during the
period between September 19, 1994 and September 18, 1995 and three
weeks paid vacation during the period between September 19, 1995 and
the end of the Term, together with any accrued and unused vacation to
which the Executive was otherwise entitled under the Old Agreement.
(j) Perquisites. During the Term, the
Executive shall be entitled to the use of an automobile pursuant to
the Company's Executive Lease Car Program, country club membership
and other perquisites generally available to executive officers of
the Company.
5. OFFICES
The Executive agrees to serve without additional
compensation, if elected or appointed thereto, in one or more offices
or as a director of any of the Company's subsidiaries.
6. UNAUTHORIZED DISCLOSURE: INVENTIONS
(a) Unauthorized Disclosure. The
Executive shall not, without the written consent of the Board or a
person duly authorized thereby, disclose to any person, other than an
employee or professional adviser of the Company or other person to
whom disclosure is reasonably necessary or appropriate in connection
with the performance by the Executive of his duties as an executive
officer of the Company, any material information known by him to be
confidential and obtained by him while employed by the Company or
while in the employ of the Company with respect to any products,
improvements, formulas, designs or styles, processes, customers,
methods of distribution or methods of manufacture of the Company or
any of its subsidiaries or affiliates the disclosure of which he
knows or should know will be damaging to the Company or any of its
subsidiaries or affiliates; provided, however, that confidential
information shall not include any information known generally to the
public (other than as a result of unauthorized disclosure by the
Executive) or any information not otherwise considered by the Board
to be confidential. The Executive shall not disclose any
confidential information of the type described above except as may be
required by law in connection with any judicial or administrative
proceeding or inquiry.
(b) Inventions. Any and all inventions
made, developed or created by the Executive (whether at the request
or suggestion of the Company or otherwise, whether alone or in
conjunction with others, and whether during regular hours of work or
otherwise) during the period of his employment by the Company, which
may be directly or indirectly useful in, or relate to, the business
of the Company or any of its subsidiaries or affiliates, shall be
promptly and fully disclosed by the Executive to an appropriate
executive officer of the Company and shall be the Company's exclusive
property as against the Executive, and the Executive shall promptly
deliver to an appropriate executive officer of the Company all
papers, drawings, models, data and other material relating to any
invention made, developed or created by him as aforesaid.
The Executive shall, upon the
Company's request and without any payment therefor, execute any
documents necessary or advisable in the opinion of the Company's
counsel to direct
issuance of patents or copyrights to the Company with respect to such
inventions as are to be the Company's exclusive property as against
the Executive under this subsection (b) or to vest in the Company
title to such inventions as against the Executive, the expense of
securing any such patent or copyright, however, to be borne by the
Company.
7. TERMINATION
(a) Death. The Executive's employment
hereunder shall terminate upon his death.
(b) Cause. The Company may terminate the
Executive's employment hereunder for Cause. For purposes of this
Agreement, the Company shall have "Cause" to terminate the
Executive's employment hereunder upon the Executive's (A) bad faith
material failure to perform and discharge his duties and
responsibilities hereunder (it being understood that the Executive's
failure to perform and discharge his duties and responsibilities
hereunder as a result of his incapacity due to physical or mental
illness shall not be deemed a failure specified by this clause (A)),
or (B) conviction of a felony which, due to its nature or notoriety,
reflects adversely upon the Company or any of its subsidiaries
(unless such conviction is reversed in any final appeal thereof) or
(C) testing positive for the use of controlled substances as
described in Title 10, Code of Federal Regulations.
The Executive shall be deemed to have
been terminated for Cause upon the adoption of a resolution of the
Board, finding that in the good faith opinion of the Board, the
Executive was guilty of conduct set forth above in clause (A), (B),
or (C) above, and specifying the particulars thereof; and delivery of
a Notice of Termination in the form specified in paragraph (d) below.
(c) Termination by the Executive for
Incapacity. The Company may terminate the Executive's employment
hereunder by delivery of Notice of Termination if, as a result of the
Executive's incapacity due to physical or mental illness, the
Executive shall have been absent from his duties hereunder on a
full-time basis for four consecutive months or 120 days in a 6-month
period, and within 10 days after the Company notifies the Executive
in writing that it intends to terminate him, the Executive shall not
have returned to the performance of his duties hereunder on a
full-time basis ("Incapacity").
(d) Notice of Termination. For purposes
of this Agreement, a "Notice of Termination" shall mean a written
notice of termination of this Agreement which, in the case of a
termination pursuant to paragraph (b) or (c) above, shall indicate
the specific termination provision in this Agreement relied upon and
set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment under
the provision so indicated and the actual effective Termination Date.
(e) Termination Date. "Termination Date"
shall mean, if the Executive's employment is terminated (A) by his
death, the
date of his death, or (B) pursuant to subsection (b) or (c) above,
the date specified in the Notice of Termination.
8. COMPENSATION UPON TERMINATION
(a) Upon Death. If the Executive's
employment hereunder shall be terminated during the Term by reason of
his death, the Company shall pay to Margaret A. Goldberg as
Co-Trustee of the Jerome H. Goldberg Trust under Declaration dated
January 17, 1994 (referred to herein as the "Beneficiary"), in 12
substantially equal monthly installments commencing on the last day
of the next month following the Termination Date the full amount of
his Salary at the Termination Date, and, thereafter, the Company
shall pay to the Beneficiary 450 percent of such Salary in 108
substantially equal monthly payments.
(b) Incapacity. In the event of
termination for Incapacity, the Executive shall apply to the Social
Security Administration for a total and permanent disability award.
During the pendency of such application, the Company shall pay to
Jerome H. Goldberg and Margaret A. Goldberg as Co-Trustees of the
Jerome H. Goldberg Trust under Declaration dated January 17, 1994
(referred to herein as the "Co-Trustees") the Executive's monthly
Salary as in effect at the Termination Date until a determination has
been made with respect to such application, up to a maximum of five
months. Upon the approval of such application or, if no
determination shall have been made at the completion of such
five-month period, the Co-Trustees shall receive all benefits payable
or available to the Executive (including, without limitation, the
continued accrual of years of employment for purposes of Company
pension plan benefits) ("Disability Benefits") pursuant to the Long
Term Disability Plan for Employees of Florida Power and Light Company
as then in effect (the "LTD Plan") until March 1, 1996, provided,
however, that in the event that after the expiration of such
five-month period, the Executive's application is denied, the
Disability Benefits shall terminate unless an independent medical
review pursuant to the LTD Plan determines that the Executive is
totally and permanently disabled, it being understood that
Disability Benefits shall continue during the pendency of such
independent review. It is further understood that, notwithstanding
the Executive's termination for Incapacity, the Executive shall be
entitled to receive at the end of the Term the Normal Retirement
Benefit described in Section 9(a), the amount, timing, duration and
payment of which shall be determined in accordance with the terms of
Section 9(a).
(c) Death or Incapacity. In addition, in
the event of termination for Incapacity, the Co-Trustees, or in the
case of death, the Beneficiary, shall receive any other payments
which the Executive or the Beneficiary may be entitled to receive
hereunder or pursuant to any employee benefit plan or life insurance
policy maintained by the Company at the Termination Date.
(d) With Cause. If the Company shall
terminate the Executive's employment hereunder for Cause pursuant to
Section 7(b), the Company shall pay to the Co-Trustees on behalf of
the
Executive all benefits and payments accrued and owing at the
Termination Date (specifically including the Normal Retirement
Benefit described in Section 9(a), the amount of which shall be
calculated as of the Termination Date instead of the end of the Term
and the payment of which shall be made monthly commencing on the
first day of the first month following the month in which the
Termination Date occurs) and the Company shall have no further
obligation to the Executive under this Agreement.
9. BENEFITS UPON EXPIRATION OF TERM.
(a) Retirement Benefit. At the end of the
Term on March 1, 1996, unless the Executive's employment by the
Company is continued on terms acceptable to both parties or the
Agreement has been previously terminated pursuant to Sections 7(a) or
7(b), the Co-Trustees on behalf of the Executive shall be entitled to
be paid by the Company retirement benefits, which together with any
amounts received by the Executive pursuant to Houston's Deferred
Compensation Plan (as described in Houston's Proxy Statement in
respect of its 1986 Annual Meeting of Shareholders) and Retirement
Plan (as described in the Houston's Proxy Statement in respect of its
1989 Annual Meeting of Shareholders) shall equal the total post
employment benefits the Executive would have received had he remained
employed by Houston until age 65 (such benefits being referred to
herein as his "Normal Retirement Benefit"). The Company's obligation
to pay the Normal Retirement Benefit shall as to timing, duration and
payment schedule be on the same basis as had the Executive remained
employed by Houston until age 65. The Retirement Benefit will
commence on the first day of the first month following the month in
which the Term ends. Attached hereto as Exhibit B is the Company's
calculation of the projected amount of the Normal Retirement Benefit.
The Executive shall be further entitled to participate in or receive
benefits under the Company's post retirement life insurance and
health insurance plans for retired employees in effect at the date of
execution of this Agreement to the extent he shall be eligible
pursuant to the terms of such plans.
(b) Post Retirement Death Benefit. If the
Executive retires from the Company, then upon the Executive's
subsequent death, the Company shall pay to the Beneficiary in 72
substantially equal monthly installments an aggregate amount equal to
300 percent of the Executive's Salary at the date of retirement.
10. SUCCESSORS; BINDING AGREEMENT
(a) The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets
of the Company, by agreement in form and substance reasonably
satisfactory to the Executive, expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had
taken place. As used in this Agreement, "the Company" shall mean the
Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid which executes and delivers the agreement
provided for in this Section or which otherwise becomes bound by all
the terms and provisions of this Agreement by operation of law.
(b) The Executive may not delegate any
duties and responsibilities imposed nor, except as provided in
Section 9(a) and subsection (c) below, assign any rights and benefits
created by this Agreement.
(c) This Agreement and all rights of the
Executive hereunder shall inure to the benefit of and be enforceable
by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees. Unless otherwise provided herein, if the Executive should
die, any amounts which are due and owing at the time of his death, or
which become payable thereafter under this Agreement, shall be paid
in accordance with the terms of this Agreement to the Executive's
devisee, legatee or other designee or, if there be no such designee,
to the Executive's estate.
11. NON-COMPETITION
The Executive agrees that, during the term of his
employment hereunder and for a period of twenty-four (24) months
following the Date of Termination, he will not, directly or
indirectly, own, manage, operate, control or participate in the
ownership, management, operation or control of, or be connected as an
officer, employee, partner, director or otherwise with, or have any
financial interest in, or aid or assist anyone else in the conduct
of, any entity or business (a "Competitive Operation") which competes
with any business conducted by the Company or by any affiliated
entity, group, division or subsidiary of the Company, in any area
where such business is being conducted at the Date of Termination.
It is understood and agreed that, for the purposes of the foregoing
provisions of this Section, (i) no business shall be deemed to be a
business conducted by the Company or any group, division or
subsidiary of the Company, unless five percent (5%) or more of the
Company's consolidated gross sales or operating revenues is derived
from, or five percent (5%) or more of the Company's consolidated
assets are devoted to, such business; (ii) no business conducted by
any entity by which the Executive is employed or in which he is
interested or with which he is connected or associated shall be
deemed competitive with any business conducted by the Company or any
group, division or subsidiary of the Company unless it is one from
which two percent (2%) or more of its consolidated gross
sales or operating revenues is derived, or to which two percent (2%)
or more of its consolidated assets are devoted; and (iii) no business
which is conducted by the Company at the Date of Termination and
which subsequently is sold by the Company shall, after such sale, be
deemed to be a Competitive Operation within the meaning of this
Section. Ownership of not to exceed five percent (5%) of the voting
stock of any publicly held corporation shall not constitute a
violation of this Section.
12. NOTICE
For the purpose of this Agreement, notices and all
other communications to either party hereunder provided for in this
Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by United States certified or
registered mail, return receipt requested, postage prepaid,
addressed, in the case of the Company, to Florida Power & Light
Company, 700 Universe Boulevard, Juno Beach, Florida 33408,
Attention: Dennis P. Coyle, General Counsel, or, in the case of the
Executive, to the Executive at 122 Spyglass Lane, Jupiter, Florida
33477, or to such other address as either party shall designate by
giving written notice of such change to the other party.
13. MISCELLANEOUS
No provision of this Agreement may be modified, waived
or discharged unless such waiver, modification or discharge is
approved by the Board (excluding the Executive) and agreed to in
writing signed by the Executive and such officer as may be
specifically authorized by the Board. No waiver by either party
hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of Florida without regard to the
conflicts of laws principles thereof.
14. VALIDITY
The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall
remain in full force and effect.
15. SURVIVAL
The provisions of this Agreement shall not survive the
termination of this Agreement or of the Executive's employment
hereunder, except that the provisions of Sections 6, 8, 9, 10, 11 and
12 shall survive such termination and shall be binding upon the
Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees.
16. COUNTERPARTS
This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument.
17. SOLE AGREEMENT
Effective September 19, 1994 this Agreement shall
constitute the sole agreement between the Company and the Executive
as to the matters contemplated hereby and shall supersede any and all
previously existing employment or consulting agreements (specifically
including the Old Agreement) between the Executive and the Company or
any of its subsidiaries or affiliates, all such agreements shall be
void and shall have no force or effect whatsoever, and all rights,
claims, duties and obligations under, pursuant to or in connection
with any or all such agreements shall be deemed to have been waived
by the Executive and in all respects cease and be extinguished
forever.
IN WITNESS WHEREOF, the parties have executed this
Agreement on the date and year first above written.
FLORIDA POWER & LIGHT COMPANY
By: L. KELLEHER
Its: Senior Vice President
JEROME H. GOLDBERG
JEROME H. GOLDBERG
Executive
7/25/94
EXHIBIT A
FPL EMPLOYEE BENEFIT PLANS (in effect 7/25/94):
- - Medical Plan and Retired Medical Plan for Employees
of Florida Power & Light Company
- - Life Insurance Plan and Retired Life Plan for
Employees of Florida Power & Light Company
- - Long Term Disability Plan for Employees of Florida
Power & Light Company
- - Dental for Employees of Florida Power & Light
Company
- - Employee Thrift & Retirement Savings Plan for
Employees of Florida Power & Light Company
- - Pension Plan for Employees of Florida Power & Light
Company
- - FPL Flex Plan for Employees of Florida Power & Light
Company
FPL EXECUTIVE BENEFITS (in effect 7/25/94):
- - Executive Medical Plan
- - Executive 24-Hour Accident Insurance
- - Personal Excess Liability Coverage
- - Executive Car Program
- - Executive Physical Program
- - Financial and Legal Planning
- - Luncheon and Club Membership Program
EXHIBIT B
J. H. GOLDBERG - RETIREMENT DATE: 03/01/96
FPL FPL DEFERRED
YEAR AGE PENSION(1) SERP(2) COMP. TOTAL
1994 63 - - $466,600(3) $ 466,600
1995 64 - - - -
1996 65 $ 41,344 $ 394,492 - $ 435,836
1997 66 $ 55,125 $ 486,242 - $ 541,367
1998 67 $ 55,125 $ 486,242 - $ 541,367
1999 68 $ 55,125 $ 486,242 - $ 541,367
2000 69 $ 55,125 $ 486,242 - $ 541,367
2001 70 $ 55,125 $ 486,242 - $ 541,367
2002 71 $ 55,125 $ 486,242 - $ 541,367
2003 72 $ 55,125 $ 486,242 - $ 541,367
2004 73 $ 55,125 $ 486,242 - $ 541,367
2005 74 $ 55,125 $ 486,242 - $ 541,367
2006 75 $ 55,125 $ 486,242 - $ 541,367
2007 76 $ 55,125 $ 486,242 - $ 541,367
2008 77 $ 55,125 $ 486,242 - $ 541,367
2009 78 $ 55,125 $ 486,242 - $ 541,367
2010 79 $ 55,125 $ 486,242 - $ 541,367
2011 80 $ 55,125 $ 231,776 - $ 286,901
2012 81 $ 55,125 $ 140,026 - $ 195,151
2013 82 $ 55,125 $ 140,026 - $ 195,151
TOTAL $978,469 $7,713,708 $466,600 $9,158,777
(1) Estimated amount based on straight life annuity. Actual pension and duration will depend on future salary increases and
pension option selected. Pension benefit continues until the death of the employee and, if survivor benefit elected,
the death of the spouse.
(2) Per employment agreement.
(3) (Based on a September 19, 1994 Payout - Actual amount may change based on interest crediting rates.)