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Florida
(State or other jurisdiction of incorporation)
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0-5556
(Commission File Number)
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59-0483700
(IRS Employer Identification No.)
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1530 Cornerstone Boulevard, Suite 100
Daytona Beach, Florida
(Address of principal executive offices)
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32117
(Zip Code)
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Registrant’s telephone number, including area code: (386) 274-2202
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Not Applicable
(Former name or former address, if changed since last report.)
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Base Salary: Mr. Albright’s base salary is set at an annual rate of $330,000.
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Performance Bonus: For each fiscal year during his employment, Mr. Albright will be eligible to earn an annual bonus. The bonus will vary between zero and 60% of Mr. Albright’s base salary, and will be determined by the Board, based on the attainment of corporate and/or individual performance goals as mutually agreed upon by Mr. Albright and the Board. Because Mr. Albright is joining the Company mid-fiscal year, his bonus will be pro-rated for the fiscal year ending December 31, 2011, based on the number of months worked during this year.
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Signing Bonus/Relocation Expenses: In connection with the execution of the Employment Agreement, the Company will be paying Mr. Albright a one-time signing bonus in the amount of $100,000. The Company will also pay for Mr. Albright's reasonable and verifiable out-of-pocket expenses incurred in connection with his relocation to the Central Florida area, not to exceed $35,000. The signing bonus and relocation expenses are subject to partial reimbursement if Mr. Albright’s employment is terminated prior to August 1, 2012, except for termination by the Company without cause.
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Corporate Opportunity/Competition: During Mr. Albright’s employment with the Company, he will submit to the Board all business, commercial and investment opportunities or offers presented to him or of which he becomes aware which relate to the scope of the current business engaged in by the Company, and will not accept or pursue, directly or indirectly, any corporate opportunities on his own behalf. In addition, Mr. Albright will not, directly or indirectly (a) during the one year period following the voluntary termination of his employment or the termination of his employment by the Company for cause, compete with the Company within the scope of the Company’s business of real estate in the Volusia County, Florida, area, or by rendering services to any entity engaged in a joint venture or similar project with the Company, if any, and (b) during the six month period following the voluntary termination of his employment or the termination of his employment by the Company for cause, compete with the Company within the scope of any other then-current business of the Company, if any.
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Board Membership: Upon the occurrence of any vacancy on the Board prior to the Company’s 2012 Annual Meeting of Shareholders (the “2012 Annual Meeting”), the Board will appoint Mr. Albright as a director of the Company, and in any event the Board will include Mr. Albright as part of management’s slate of nominees for the Board for the 2012 Annual Meeting.
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Severance Benefits: If Mr. Albright’s employment is terminated by the Company without cause, the Company will pay Mr. Albright an amount equal to 200% of his then-current base salary in one lump sum payment, on the forty-fifth day after the date of termination of his employment, conditioned upon the delivery of a release of claims reasonably acceptable to the Company. If, after a change in control of the Company (as defined in the Employment Agreement), Mr. Albright’s employment is terminated by the Company other than for cause (as defined in the Employment Agreement) or Mr. Albright voluntarily terminates employment for good reason (as defined in the Employment Agreement), he will receive separation pay in an amount equal to 200% of then-current base salary in one lump sum payment on the forty-fifth day after the date of termination of his employment, conditioned upon the delivery of a release of claims reasonably acceptable to the Company.
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Non-Qualified Stock Option Award: Pursuant to the Consolidated-Tomoka Land Co. Nonqualified Stock Option Award Agreement between the Company and Mr. Albright (the “Stock Option Award Agreement”), Mr. Albright will be granted an option to purchase 50,000 shares of Company common stock under the Company’s 2010 Equity Incentive Plan (the “2010 Plan”), with an exercise price per share equal to the fair market value on the grant date. One-third of the option will vest on each of the first, second and third anniversaries of the grant date, provided Mr. Albright is an employee of the Company on those dates. In addition, any unvested portion of the option will vest upon a change in control. The option expires on the earliest of (a) the tenth anniversary of the grant date, (b) twelve months after Mr. Albright’s death or termination for disability, or (c) thirty days after the termination of Mr. Albright’s employment for any reason other than death or disability.
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Restricted Share Award: An “inducement” grant of 96,000 shares of restricted Company common stock outside of the 2010 Plan will be awarded to Mr. Albright pursuant to the Consolidated-Tomoka Land Co. Restricted Share Award Agreement between the Company and Mr. Albright (the “Restricted Share Award Agreement”), in accordance with and subject to the exception set forth in Section 711(a) of the NYSE Amex Company Guide. The restricted shares will vest in six increments of 16,000 shares each, upon the price per share of Company common stock during the term of Mr. Albright’s employment (or within 60 days after termination of his employment by the Company without cause) meeting or exceeding target trailing 60-day average closing prices ranging from $36 per share for the first increment to $65 per share for the final increment. If any increment of the restricted shares fails to satisfy the applicable stock price condition prior to six years from the grant date, that increment of the restricted shares will be forfeited. The Company will file a registration statement on Form S-8 to register the restricted stock for resale following the grant date, and if such registration statement is not effective on the date of vesting of any of the restricted shares, in lieu of the delivery of the restricted shares Mr. Albright may elect to settle all or a portion of such vested restricted shares by a cash payment equal to the fair market value as of the vesting date of the restricted shares.
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Date: July 6, 2011
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Consolidated-Tomoka Land Co.
By: /s/Bruce W. Teeters
Bruce W. Teeters, Senior Vice President - Finance
and Treasurer
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