EXHIBIT 10.1
EMPLOYMENT AGREEMENT
AGREEMENT by and between WCB Holding Corp., a Delaware corporation
(the "Company"), and James L. Broadhead (the "Executive"), dated as of July
30, 2000.
WHEREAS, the Executive is currently serving as Chief Executive
Officer of FPL Group, Inc., a Florida corporation ("FPL") and is a party to an
employment agreement with FPL dated as of December 13, 1993 (the "1993
Agreement") and another employment agreement with FPL as amended and restated
as of May 10, 1999 (the "1999 Agreement" and, collectively with the 1993
Agreement, the "Employment Agreements"); and
WHEREAS, the Company, FPL, Entergy Corporation, a Delaware
corporation ("Entergy"), Ranger Acquisition Corp., a Delaware corporation and
a wholly-owned subsidiary of the Company ("Ranger Acquisition Corp.") and Ring
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the
Company ("Ring Acquisition Corp."), have entered into an Agreement and Plan of
Merger, dated as of July 30, 2000 (the "Merger Agreement"), pursuant to which
Ranger Acquisition Corp. and Ring Acquisition Corp. will merge with and into
Ranger and Ring, respectively; and
WHEREAS, the Company wishes to provide for the orderly succession of
the management of the Company, FPL and Entergy and their affiliates following
the Effective Time (as defined in the Merger Agreement); and
WHEREAS, the Executive is willing to commit himself to be employed
by the Company as of the Effective Time on the terms and conditions herein set
forth; and
WHEREAS, the parties desire to enter into this Agreement setting
forth the terms and conditions for the employment relationship of the
Executive with the Company following the Effective Time.
NOW, THEREFORE, IN CONSIDERATION of the mutual premises, covenants
and agreements set forth below, it is hereby agreed as follows:
1. General. The Company agrees to employ the Executive, and the Executive
agrees to be employed by the Company, in accordance with the terms and
provisions of the Employment Agreements subject to such changes in the
Executive's position, duties, responsibilities and status as set forth in
Exhibit C to the Merger Agreement (a copy of which is attached hereto). Except
as provided in Exhibit C, the Employment Agreements shall continue in full
force and effect without modification, except that references in the 1993
Agreement to an employment agreement between FPL and the Executive dated
February 13, 1989 (the "1989
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Agreement") shall be deemed to be references to the 1999 Agreement which
superceded the 1989 Agreement. Following the Effective Time, the Executive
shall receive annual base salary and shall have incentive compensation
opportunities in each case no less favorable than as in effect immediately
prior to the Effective Time. Nothing herein shall be construed as affecting
(i) the Executive's rights under the Employment Agreements (including, without
limitation, his rights and obligations upon termination of employment) and
(ii) the Executive's right to terminate employment for "Good Reason" (as
defined in the Employment Agreements); provided, however, that if the
Executive becomes entitled to severance payments under the 1999 Agreement, the
amount payable to the Executive shall be offset by the amount of severance
payments made to the Executive at the Effective Time pursuant to the 1999
Agreement (including any such amount which the Executive may elect to defer to
a date beyond the Effective Time).
2. Assumption of FPL's Rights and Obligations. As of the Effective Time, the
Company shall assume all of FPL's rights and obligations under the Employment
Agreements.
3. Counterparts. This Agreement may be executed in several counterparts, each
of which shall be deemed an original, and said counterparts shall constitute
but one and the same original.
4. Other Agreements. Except as provided herein, this Agreement supercedes any
other agreements (including, but not limited to, the 1989 Agreement) or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof which have been made by either party.
5. Effective Date. This Agreement shall be effective as of the Effective Time,
and shall be null and void and of no force or effect if the parties to the
Merger Agreement terminate such agreement.
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IN WITNESS WHEREOF, the Executive and, pursuant to due authorization
from its Board of Directors, the Company have caused this Agreement to be
executed as of the day and year first above written.
/s/ James L. Broadhead
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James L. Broadhead
WCB HOLDING CORP.
By /s/ Dennis P. Coyle
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Dennis P. Coyle
Acknowledged and Agreed to
FPL GROUP, INC.
By /s/ Dennis P. Coyle
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Dennis P. Coyle
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