Exhibit 10.23
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
1. Parties, positions and
employment status.
By the terms of this employment
agreement (“Agreement”), ClubCorp USA, Inc.
(“ClubCorp”) agrees to employ you, John Beckert, in the
positions of President and Chief Executive Officer of ClubCorp and
its parent ClubCorp, Inc., and in such other senior executive
positions with ClubCorp or its Affiliates that the Chairman
(“Chairman”) of the Board of Directors of ClubCorp
(“Board”) may designate for you from time to time. You
will report directly to the Chairman. This Agreement will become
effective August 28, 2004 (the “Effective Date”)
subject to approval by the Board and shall thereafter supersede and
replace your Employment Agreement effective as of August 27,
2002, as subsequently amended. At all times you will be an employee
at will, which means that either you or ClubCorp may terminate your
employment at any time, with or without cause. (Definitions of most
capitalized terms appear in the final section of this
Agreement.)
2. Compensation.
(I) Retroactive to July 1,
2004, ClubCorp will pay you a base salary at the gross biweekly
rate of twenty-two thousand, one hundred-fifteen dollars and
thirty-eight cents ($22,115.38), subject to normal withholding, so
that, if annualized, your gross base salary would be five hundred
seventy-five thousand dollars ($575,000.00) (the “Base
Salary”). Your Base Salary will be reviewed by the Board at
least annually and may be increased at the discretion of the Board
from time to time on or after July 1, 2005.
(II) Additionally, you will have the
potential to earn an annual cash bonus payment (the “Annual
Bonus”) in a target amount equal to your Base Salary, subject
to normal withholding, depending on your performance against the
financial objectives set in the Senior Executive Bonus Plan. (Your
Annual Bonus could potentially exceed your Base Salary if you
exceed certain goals set in whatever plan is in effect from time to
time.) The compensation worksheet, attached as Exhibit A, describes
the financial objectives of the Senior Executive Bonus Plan
currently in effect. All Senior Executive Bonus plan terms and
parameters are subject to change at the discretion of the
Compensation Committee of the Board, provided that such changes
will be applied to you in a manner no less favorable than to other
ClubCorp senior executives and that they will be communicated to
you in advance of their effective date and take effect no earlier
than the start of a next compensation year.
(III) You will be entitled to
participate in any long-term, incentive, deferred, or similar
compensation plans or arrangements, to the extent such plans or
arrangements are offered from time to time by ClubCorp, on terms
and conditions comparable to those applicable to other ClubCorp
senior executives.
3. Stock options.
(I) As soon after the Effective Date
as practicable, you will receive a non-qualified stock option grant
under the Stock Plan for two hundred thousand (200,000) shares
of ClubCorp, Inc. stock, with an Exercise Price of the Fair Market
Value of ClubCorp, Inc. stock as of July 1, 2004. The right to
exercise the foregoing options shall vest in increments of 20% of
the total original grant on July 1 of each subsequent year.
Subject to having achieved your 2004 performance objectives which
shall mean achieving one hundred percent (100%) of
ClubCorp’s 2004 plan, you will receive an additional option
grant as soon as practicable after January 1, 2005 of two
hundred thousand (200,000) shares, with an Exercise Price of
the Fair Market
Value of ClubCorp, Inc. stock as of
January 1, 2005 and with such options to vest in increments of
20% of the total grant on January 1 of each subsequent year.
It is intended that these grants will cause your total share
ownership including options to equal approximately 1.5% of the
ClubCorp, Inc. common stock issued and outstanding. It is not
presently contemplated that any additional options will be granted
unless significant transactions cause the number of shares
outstanding of ClubCorp, Inc. common stock issued and outstanding
to materially change. Nothing in this Agreement shall limit or
restrict rights you may have had, including vesting rights, with
respect to stock options awarded prior to the Effective
Date.
(II) If the Board should approve a
restricted stock plan, you will be eligible to convert up to
one-third (1/3) of your stock options into restricted stock
with economic and vesting terms and tax consequences no less
favorable than those applicable to the underlying stock options so
converted. A copy of the prospectus, which incorporates the Stock
Plan document and sample stock option agreement is attached as
Exhibit B.
4. Vacation.
You will retain any vacation time
accrued but unused prior to the Effective Date, and thereafter you
will continue to accrue twenty (20) days’ vacation each
calendar year of your employment. The terms of your use and
retention of accrued vacation time will be governed by ClubCorp
policies in effect from time to time.
5. Benefits.
(I) As of the Effective Date, you
will be eligible to participate in all health, life, dental and
long-term disability benefits programs that ClubCorp may offer from
time to time to its other senior executives, including any medical
and dental coverage available for dependants, and in any ClubCorp
investment plans in effect from time to time for other senior
executives.
(II) You will continue to receive,
at no charge, a Board Level Associate Clubs and Resorts membership
as well as the opportunity to join a local ClubCorp club of your
choice without a requirement for the payment of an initiation fee
and without the requirement for the payment of dues during the time
of your employment.
(III) You will receive free parking
at ClubCorp’s headquarters facility.
(IV) During your employment, subject
to eligibility requirements and Evidence of Insurability approval
by the carrier, ClubCorp will provide, at its sole expense, a
supplemental term life insurance policy in a benefit amount of no
less than $500,000 payable to such beneficiary or beneficiaries as
you may designate.
6. Expense
reimbursement.
ClubCorp will reimburse all
reasonable and necessary expenses incurred by you on behalf of
ClubCorp and the Affiliates, so long as you incur and submit the
expenses in compliance with applicable ClubCorp policies and
procedures. In addition, ClubCorp will reimburse you for up to Ten
Thousand Dollars ($10,000) in legal fees incurred in connection
with the review and negotiation of your employment and stock option
agreements.
7. Board position.
You will remain a Board member for
the duration of your employment as President/Chief
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Executive Officer. Upon the termination of your
employment, whether voluntary or involuntary, your membership on
the Board will automatically terminate unless otherwise agreed in
writing with ClubCorp.
8. Rules, policies and
procedures.
You agree to comply in all material
respects with all reasonable rules, policies and procedures of
ClubCorp, the Affiliates and any club of which you become a member
as reflected in the ClubCorp Employee Partner Handbook and similar
written employee guidelines applicable to your position.
9. Termination by CIubCorp other
than for Cause or Resignation with Good Reason.
If ClubCorp or any successor
terminates your employment other than for Cause, death or
disability or if you resign your employment with Good Reason,
then:
(I) You will receive your Base
Salary for all days worked up to and including your last date of
employment and payment for any accrued but unused vacation days
pursuant to ClubCorp Policies;
(II) all of your unvested stock
options will be automatically vested effective on the day
immediately preceding the termination date;
(III) contingent on your signing and
delivering a general release and waiver of claims in a form
reasonably acceptable to ClubCorp and its Affiliates you will also
receive twenty-four (24) months of Base Salary and an
additional amount equal to the Annual Bonus you received in the
preceding calendar year.
(IV) you will not be entitled to any
other payments, compensation or benefits of any sort under this
Agreement or otherwise except as may be vested under the terms of a
controlling benefit plan or program. Amounts payable under this
Section 9 will be paid in the form of income continuation
payments. Continuation of Base Salary will be paid at the rate in
effect at the time of your termination. Amounts payable under this
Section 9 will be made at such times and in such manner as
consistent with ClubCorp’s normal payroll practices and will
be subject to standard withholdings.
10. Termination by ClubCorp for
Cause.
If ClubCorp terminates your
employment with Cause, you will be entitled to receive your Base
Salary for all days worked up to and including your last date of
employment and payment for any accrued but unused vacation days
according to ClubCorp policy. You will not, however, be entitled to
any prorated portion of the Annual Bonus or any other payments,
compensation or benefits of any sort under this Agreement or
otherwise except as may be vested under the terms of a controlling
benefit plan or program. All of your vested and unvested stock
options will be governed by the Stock Plan. Except as otherwise
provided, all of ClubCorp’s obligations under this Agreement
will immediately cease.
11. Death or
disability.
If you die or become disabled your
employment will immediately cease. Disability for purposes of this
section shall mean that you qualify for benefits under
ClubCorp’s current disability benefit plan or any successor
plan. Upon termination for death or disability, you will
be
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entitled to receive your Base Salary for all
days worked up to and including your last date of employment and
payment for any accrued but unused vacation days. You will also
receive an additional amount calculated by multiplying the amount
of the Annual Bonus you received in the preceding calendar year by
the fraction of the current year completed prior to your date of
termination. Except as may be vested under the terms of a
controlling benefit plan or program and as otherwise provided
herein, you will not be entitled to any other payments,
compensation or benefits of any sort under this Agreement or
otherwise and all of ClubCorp’s obligations under this
Agreement will immediately cease. All of your vested and unvested
stock options will be governed by the Stock Plan.
12. Resignation Absent Good
Reason.
If you voluntarily resign without
Good Reason, you will be entitled to receive your Base Salary for
all days worked up to and including your last date of employment
and payment for any accrued but unused vacation days. You will not,
however, be entitled to any prorated portion of the Annual Bonus or
any other payments, compensation or benefits of any sort under this
Agreement or otherwise except as may be vested under the terms of a
controlling benefit plan or program. Except as otherwise
provided,
