Exhibit 10.15
SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
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This Second Amendment to Employment Agreement is made and entered into
effective as of January 1, 2002, by and between WATSCO, INC., a Florida
corporation (hereinafter called the "Company"), and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(hereinafter called the "Employee").
RECITALS
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WHEREAS, the Company and the Employee entered into an Employment
Agreement effective as of January 31, 1996 (the "Employment Agreement") pursuant
to which the Employee renders certain services to the Company; and
WHEREAS, the Compensation Committee of the Company's Board of Directors
amended the Employment Agreement effective as of January 1, 2001; and
WHEREAS, the Company and the Employee now desire to amend Exhibit A-1
to the Employment Agreement to specify the performance based compensation
payable by the Company to the Employee for the calendar year 2002.
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth in this Second Amendment, and other good and valuable consideration,
the parties to this Second Amendment agree as follows:
1. All capitalized terms in this Second Amendment shall have the
same meaning as in the Employment Agreement, unless otherwise specified.
2. The Employment Agreement is hereby amended by replacing
"Exhibit A-1 -- 2001 Performance Goals and Performance Based Compensation" with
the attached "Exhibit A-1 -- 2002 Performance Goals and Performance Based
Compensation" thereto.
3. All other terms and conditions of the Employment Agreement
shall remain the same.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
duly executed effective as of the day and year first above written.
COMPANY:
WATSCO, INC.
By: /x/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
EMPLOYEE:
/x/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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EXHIBIT A-1
2002 Performance Goals and Performance Based Compensation
IV. Formula
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Performance
Based
A. Earnings Per Share Compensation Formula
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For each $.01 increase....................... $65,250
B. Increase in Common Stock Price
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(i) If the price of a share of Common Stock
on 12/31/02 does not exceed $14.20........... $ 0
(ii) If the price of a share of Common Stock
on 12/31/02 exceeds $14.20 but does not equal
or exceed $17.00, for each $0.01 increase in
per share price of a share of Common Stock
above $14.20................................. $ 1,200
(iii) If the price of a share of Common Stock
on 12/31/02 equals or exceeds $17.00, for each
$0.01 increase in per share price of a share
of Common Stock above $14.20................. $ 1,600
V. Method of Payment
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A. Cash. The Performance Based Compensation determined for 2002
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under the formula set forth in Section I above shall be paid
in cash if and to the extent such Compensation does not exceed
$1,250,000.
B. Restricted Stock. If the Performance Based Compensation
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determined for 2002 under the formula set forth in Section I
above exceeds $1,250,000 (such excess amount being referred to
as the "Additional Amount"), the Executive shall be granted a
number of shares of restricted Class B Common Stock of the
Company (the "Shares") equal to the amount determined by
dividing (i) two times the Additional Amount, by (ii) the
closing price for the Class B Common Stock of the Company on
the American Stock Exchange as of the close of trading on
December 31, 2002. The value of any fractional shares shall be
paid in cash. The restrictions on the Shares shall lapse on
the first to occur of (i) October 15, 2015, (ii) termination
of the Executive's employment with the Company by reason of
Executive's disability or death, (iii) the Executive's
termination of employment with the Company for Good Reason;
(iv) the Company's termination of Executive's employment
without Cause, or (v) the occurrence of a Change in Control of
the Company ("Good Reason", "Cause", and "Change in Control"
to be defined in a manner consistent with the most recent
grant of Restricted Stock by the Company to the Executive).
VI. 2000 Incentive Compensation Plan
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The performance based award and method of payment specified
above (the "Award") were made by the Compensation Committee in
accordance with Section 8 of the Company's 2001 Incentive Compensation
Plan (the "Incentive Plan") and are subject to the limitations
contained in Section 5 of the Incentive Plan. The Award is intended to
qualify as "performance based compensation" under Section 162(m) of the
Internal Revenue Code.
Dated: Effective as of January 1, 2002 /x/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Chairman
Compensation Committee
Acknowledged and Accepted:
/x/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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