Exhibit 10 (e)
Summary of Compensation Arrangements with Executive Officers
As of February 28, 2005
The following summarizes the current compensation and benefits received by
the Chief Executive Officer of Rollins, Inc. ("the Company") and the Company's
other four most highly compensated executive officers (the "Named Executive
Officers") as of January 1, 2005. Compensation paid or earned during fiscal 2004
will be described in the Company's 2005 Proxy Statement.
This summary is intended to be a summary of existing oral, at will
arrangements, and in no way is intended to provide any additional rights to any
of the Named Executive Officers.
Base Salaries
The 2005 annual base salaries for the Company's Named Executive Officers as
of February 28, 2005 are as follows:
R. Randall Rollins, Chairman of the Board $720,000
Gary W. Rollins, President, Chief Executive Officer and Chief Operating Officer $1,000,000
Michael W. Knottek, Senior Vice President and Secretary $275,000
Harry J. Cynkus, Chief Financial Officer and Treasurer $250,000
Glen Rollins, Vice President $450,000
Executive Bonus Plan
All of the Named Executive Officers participate in the Company's Executive
Bonus Plan program. The Executive Bonus Plan program consists of two parts, the
Performance-Based Cash Incentive Bonus Plan (the "Performance Bonus Plan") and
the Home Office Bonus Plan (the "Home Office Plan"), both of which are described
further below. Bonus opportunities are granted annually as follows:
o Gary W. Rollins and Glen Rollins participate in the Performance Plan
only, pursuant to the terms and conditions of the Company's standard
Form A of Executive Bonus Plan, a copy of which is filed with the
Company's periodic reports; and
o Michael W. Knottek and Harry J. Cynkus participate in both elements of
the Executive Bonus Plan pursuant to the terms and conditions of the
Company's standard Form B of Executive Bonus Plan, a copy of which is
filed with the Company's periodic reports.
Performance-Based Cash Incentive Bonus Plan (the "Performance Bonus Plan").
Bonus awards under the Performance Bonus Plan provide participants an
opportunity to earn an annual bonus in a maximum amount of 80% of base salary or
$2 million per individual per year, whichever is less. Under the Performance
Bonus Plan, whether a bonus is payable, and the amount of any bonus payable, is
contingent upon achievement of certain performance goals which are set in the
annual Program adopted under the Performance Bonus Plan. Performance goals are
measured according to one or more of the following three targeted financial
measures: revenue growth, achievement of preset pretax profit targets, and
pretax profit improvement over the prior year.
Unless sooner amended or terminated by the Compensation Committee, the
Performance Bonus Plan will be in place until April 22, 2008.
Home Office Bonus Plan (the "Home Office Plan"). Messrs. Knottek and Cynkus
also participate in the Company's Home Office Plan. Under the Home Office Plan,
participants receive an opportunity to
earn bonuses based on certain key operating initiatives and customer service
survey results. The Home Office Plan is implemented through the annual grant of
individual bonus opportunities as described above.
Stock Options and Other Equity Awards
The Named Executive Officers are eligible to receive options and restricted
stock under the Company's stock incentive plan, in such amounts and with such
terms and conditions as determined by the Committee at the time of grant. The
Company's standard forms of option and restricted stock grant agreements are
filed as material contracts with the Company's periodic reports.
Automobile Usage
Mike Knottek and Harry Cynkus are each entitled to the use of
company-leased automobiles. Both automobiles are self-insured by the Company,
and they are leased for $980.35 and $909.96 per month, respectively. Messrs.
Knottek and Cynkus each pay the Company $325 per month for their personal use of
the automobiles.
Airplane Usage
Messrs. Randall and Gary Rollins are entitled to use the Company's plane
for personal use, subject to reimbursement to the Company at a rate of $1,000
per hour, as disclosed in the Company's annual proxy statements.
Other Benefits
The Named Executive Officers also participate in the Company's regular
employee benefit programs, which include a defined benefit retirement plan, a
401(k) plan with Company match, group medical and dental coverage, group life
insurance and other group benefit plans. All of the Company's Named Executive
Officers are party to the Company's standard Agreement to Arbitrate, which is a
part of the Company's regular employee benefit programs. The Named Executive
Officers are also provided with additional life insurance benefits, as well as
long-term disability.