UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) April 25, 2005
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EMCOR Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8267 11-2125338
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(Commission File Number) (I.R.S. Employer Identification No.)
301 Merritt Seven, Norwalk, CT 06851
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(Address of Principal Executive Offices) (Zip Code)
(203) 849-7800
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
EMCOR Group, Inc. (the "Company") entered into a severance agreement with
each of the following executive officers: Sheldon I. Cammaker, Executive
Vice President and General Counsel, Leicle E. Chesser, Executive Vice
President and Chief Financial Officer, R. Kevin Matz, Senior Vice
President - Shared Services and Mark A. Pompa, Senior Vice President,
Chief Accounting Officer and Treasurer (each an "Executive Officer") on
April 25, 2005. The form of severance agreement entered into with such
Executive Officers is attached hereto as Exhibit 10.1 (the "Executive
Severance Agreement"), the terms of which are hereby incorporated herein
by reference. On such date, the Company also entered into a severance
agreement with its Chairman of the Board and Chief Executive Officer,
Frank T. MacInnis (the "MacInnis Severance Agreement"). A copy of such
MacInnis Severance Agreement is attached hereto as Exhibit 10.2, the
terms of which are hereby incorporated herein by reference.
Among other things, the Executive Severance Agreements provide that if
the applicable Executive Officer's employment is terminated by the
Company without Cause (as that term is defined in the Executive Severance
Agreement) or if he terminates his employment for Good Reason (as that
term is defined in the Executive Severance Agreement), he will be
entitled to receive, in eight equal quarterly installments commencing
with the date of termination, an aggregate amount equal to twice his base
salary in effect immediately prior to the occurrence of the event or
circumstance upon which the termination is based. In addition, he will be
entitled to receive all unpaid amounts in respect of his bonus for any
calendar year ended before the date of termination and an amount equal to
his target bonus for the year in which his termination takes place
multiplied by a fraction the numerator of which is the number of days in
the calendar year in which the termination occurs that he was employed by
the Company and the denominator of which is 365. He will also be entitled
for a period of 18 months from the date of termination, at the Company's
expense, to coverage for himself (and, to the extent applicable, his
eligible dependents) under the Company's medical, dental and
hospitalization insurance plans and for a period of 12 months from the
date of termination, at the Company's expense, to coverage under the
Company's group life and accidental death and dismemberment insurance
plans; provided if he is provided with comparable coverage by a successor
employer any such coverage by the Company shall cease. No severance
benefits are payable under the Executive Severance Agreement if benefits
are payable to the applicable Executive Officer under the change of
control agreement which the Executive Officer has with the Company.
The MacInnis Severance Agreement provides Mr. MacInnis with the same
benefits contained in the Executive Severance Agreements if his
employment with the Company is terminated; however, the definition of
"Good Reason" in the MacInnis Severance Agreement includes as a Good
Reason termination "any reduction by the Company of the executive
officers' authority, duties or responsibilities or his removal from his
current position."
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description of Exhibits
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10.1 Form of Executive Severance Agreement
10.2 Severance Agreement between the Company and
Frank T. MacInnis
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
as amended, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
EMCOR GROUP, INC.
Date: April 25, 2005 By: /s/ Sheldon I. Cammaker
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Name: Sheldon I. Cammaker
Title: Executive Vice President
and General Counsel
EXHIBIT INDEX
Exhibit Number Description of Exhibits
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10.1 Form of Executive Severance Agreement
10.2 Severance Agreement between the Company and
Frank T. MacInnis