EXHIBIT 10.(3)
EMPLOYEE BENEFITS ALLOCATION AGREEMENT
by and between
FLORIDA PROGRESS CORPORATION,
a Florida corporation,
and
ECHELON INTERNATIONAL CORPORATION,
a Florida corporation,
Dated as of December 16, 1996
EMPLOYEE BENEFITS ALLOCATION AGREEMENT
This EMPLOYEE BENEFITS ALLOCATION AGREEMENT is dated as of
December 16, 1996 (the "Agreement"), by and between FLORIDA PROGRESS
CORPORATION, a Florida corporation ("Florida Progress") and ECHELON
INTERNATIONAL CORPORATION, a Florida corporation and a wholly owned subsidiary
of Florida Progress, ("Echelon").
W I T N E S S E T H:
WHEREAS, prior to entering into this Agreement, the Echelon
Group consisted of (i) Progress Credit Corporation ("PCC"), a Florida
corporation and a direct, wholly owned subsidiary of Progress Capital Holdings,
Inc. ("PCH"), (ii) Talquin Development Company ("Talquin"), a Florida
corporation and a direct, wholly owned subsidiary of PCC, (iii) Progress Leasing
Corporation ("Progress Leasing"), a Florida corporation and a direct, wholly
owned subsidiary of PCC, (iv) Echelon, formerly known as PLC Leasing Corporation
("PLC Leasing") and a direct, wholly owned subsidiary of Progress Leasing and
(v) their respective Subsidiaries;
WHEREAS, prior to entering into this Agreement, (i) Talquin,
merged with and into PCC, (ii) PCC, merged with and into Progress Leasing and
(iii) Progress Leasing, merged with and into Echelon, which, as a result of such
merger, became the successor to Talquin, PCC and Progress Leasing;
WHEREAS, it has been proposed that Florida Progress distribute
the shares of Echelon Common Stock (and Echelon Rights) to Florida Progress
stockholders;
WHEREAS, Florida Progress and Echelon have entered into an
agreement (the "Distribution Agreement") to, among other things, allocate assets
and to allocate and assign responsibility for liabilities to each of Florida
Progress and Echelon;
WHEREAS, Florida Progress and Echelon have determined that it
is necessary and desirable to clarify, and to allocate and assign responsibility
for certain employee benefit matters in respect of such entities on and after
the Effective Time (as defined herein).
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein and intending to be legally bound thereby, Florida
Progress and Echelon agree as follows:
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ARTICLE I
DEFINITIONS
SECTION 1.1. Definitions. Capitalized terms used in
this Agreement shall have the following meanings:
"Action" shall mean any action, suit, arbitration, inquiry,
proceeding or investigation by or before any court, any governmental or other
regulatory or administrative agency, body or commission or any arbitration
tribunal.
"Affiliate" shall mean, with respect to any specified person,
a person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified
person; provided, however, that for purposes of this Agreement, no member of
either Group shall be deemed to be an Affiliate of any member of the other
Group.
"Ancillary Agreements" shall mean all of the written
agreements, instruments, assignments or other arrangements (other than this
Agreement and the Distribution Agreement) entered into in connection with the
transactions contemplated by this Agreement and the Distribution Agreement,
including, without limitation, the PCH Note, the Tax Sharing Agreement and the
Transition Services Agreement, and any exhibit, schedule or appendix to any of
the foregoing.
"Assets" shall have the meaning set forth in Section
1.1 of the Distribution Agreement.
"Board of Directors" shall mean, when used with respect to a
specified corporation, the board of directors of the corporation so specified.
"Business Entity" shall mean any corporation, partnership,
limited liability company or other entity which may legally hold title to
Assets.
"COBRA" shall mean the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended, and the regulations promulgated
thereunder, including any successor legislation.
"Code" shall mean the Internal Revenue Code of 1986, as
amended, and the Treasury regulations promulgated thereunder, including any
successor legislation.
"Distribution" shall mean the distribution on the Distribution
Date to holders of record of shares of Florida Progress Common Stock as of the
Record Date of the Echelon Common Stock owned by Florida Progress on the basis
of one share of Echelon Common Stock for each 15 outstanding shares of Florida
Progress Common Stock.
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"Distribution Agreement" shall mean the Distribution
Agreement between Florida Progress and Echelon.
"Distribution Date" shall mean the date fixed by the Board of
Directors of Florida Progress as the date on which the Distribution is to be
effected.
"Echelon" shall have the meaning set forth in the
recitals hereto.
"Echelon Common Stock" shall mean the common stock, par value
$.01 per share, of Echelon, together with the Echelon Rights.
"Echelon Employees" shall mean persons who, immediately after
the Effective Time, are employed by the Echelon Group.
"Echelon Group" shall mean Echelon, as successor to the group
of companies consisting of PCC, Talquin, Progress Leasing, and PLC Leasing
Corporation, the Subsidiaries thereof, and any Persons which may hereafter be
organized or acquired directly or indirectly as Echelon Subsidiaries.
"Echelon Investments" shall mean any corporation, partnership
or other business entity, in which any member of the Echelon Group has owned or
will own any equity interest or other investment and which relates to the
business and operations conducted by Echelon or any Echelon Subsidiary, other
than a member of the Florida Progress Group.
"Echelon Rights" shall mean the preferred stock purchase
rights of Echelon issued pursuant to the Rights Agreement dated as of November
15, 1996 by and between Echelon and The First National Bank of Boston, as Rights
Agent.
"Echelon Subsidiaries" shall mean all Subsidiaries of
Echelon and all Echelon Investments.
"Effective Time" shall mean 12:01 a.m., St. Petersburg,
Florida time, on the Distribution Date.
"Employee Benefit Dispute" shall include any controversy,
dispute or claim arising out of, in connection with, or in relation to the
interpretation, performance, nonperformance, validity or breach of this
Agreement or otherwise arising out of, or in any way related to this Agreement
or the transactions contemplated hereby, including, without limitation, any
claim based on contract, tort, statute or constitution.
"Employee Benefit Litigation Liability" shall mean, with
respect to a Business Entity, a Liability relating to a controversy, dispute or
claim arising out of, in connection with or in relation to the interpretation,
performance, nonperformance, validity or breach of an Employee Benefit Plan of
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such Business Entity or otherwise arising out of, or in any way related to such
Employee Benefit Plan, including, without limitation, any claim based on
contract, tort, statute or constitution.
"Employee Benefit Plans" shall mean, with respect to a
Business Entity, all "employee benefit plans" (within the meaning of Section
3(3) of ERISA), "multiemployer plans" (within the meaning of Section 3(37) of
ERISA), retirement, pension, savings, welfare, employment, fringe benefit,
bonus, incentive, deferred compensation and all other employee benefit plans,
agreements, programs, policies or other arrangements (including any funding
mechanisms therefor), whether or not subject to ERISA, whether formal or
informal, oral or written, legally binding or not, under which (i) any past,
present or future employee of the Business Entity or its Subsidiaries has a
right to benefits and (ii) the Business Entity or its Subsidiaries has any
Liability.
"Employee Benefit Records" shall mean all agreements,
documents, books, records or files relating to the Employee Benefit Plans of
Florida Progress and Echelon.
"Employee Benefit Welfare Plans" shall mean, with respect to a
Business Entity, all Employee Benefit Plans that are "welfare plans" within the
meaning of Section 3(1) of ERISA.
"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended, and the regulations promulgated thereunder, including any
successor legislation.
"Florida Progress" shall have the meaning set forth in
the recitals hereto.
"Florida Progress Common Stock" shall have the meaning set
forth in the recitals hereto.
"Florida Progress Group" shall mean Florida Progress
and the Florida Progress Subsidiaries other than Echelon and
other members of the Echelon Group.
"Florida Progress Retirement Plan" shall mean the Employees'
Retirement Plan of Florida Progress Corporation, as amended and restated
effective January 1, 1989, and including
later amendments through April 1, 1995.
"Florida Progress Savings Plan" shall mean the Savings
Plan for Employees of Florida Progress Corporation, as in effect
on January 1, 1995.
"Florida Progress Subsidiaries" shall mean all Subsidiaries of
Florida Progress, other than Echelon and the other members of the Echelon Group
(including the Echelon Investments).
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"Group" shall mean the Florida Progress Group or the
Echelon Group.
"Liabilities" shall mean any and all losses, claims, charges,
debts, demands, actions, causes of action, suits, damages, obligations,
payments, costs and expenses, sums of money, accounts, reckonings, bonds,
specialties, indemnities and similar obligations, exonerations, covenants,
contracts, controversies, agreements, promises, doings, omissions, variances,
guarantees, make whole agreements and similar obligations, and other
liabilities, including all contractual obligations, whether absolute or
contingent, matured or unmatured, liquidated or unliquidated, accrued or
unaccrued, known or unknown, whenever arising, and including those arising under
any law, rule, regulation, Action, threatened or contemplated Action (including
the costs and expenses of demands, assessments, judgments, settlements and
compromises relating thereto and attorneys' fees and any and all costs and
expenses (including allocated costs of in-house counsel and other personnel),
whatsoever reasonably incurred in investigating, preparing or defending against
any such Actions or threatened or contemplated Actions), order or consent decree
of any governmental or other regulatory or administrative agency, body or
commission or any award of any arbitrator or mediator of any kind, and those
arising under any contract, commitment or undertaking, including those arising
under this Agreement, the Distribution Agreement or any Ancillary Agreement, in
each case, whether or not recorded or reflected or required to be recorded or
reflected on the books and records or financial statements of any person.
"PCC" shall have the meaning set forth in the recitals
hereto.
"PCH" shall have the meaning set forth in the recitals
hereto.
"person" shall mean any natural person, corporation, business
trust, joint venture, association, company, limited liability company
partnership or government, or any agency or political subdivision thereof.
"PLC Leasing" shall have the meaning set forth in the
recitals hereto.
"Record Date" shall mean December 5, 1996.
"Subsidiary" shall mean with respect to any specified Person,
any corporation, partnership or other legal entity of which such Person or any
of its Subsidiaries controls or owns, directly or indirectly, more than 50% of
the stock or other equity interest entitled to vote on the election of members
to the board of directors or similar governing body; provided, however, that for
purposes of this Agreement, Echelon and the
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Echelon Subsidiaries shall not be deemed to be Subsidiaries of Florida Progress
or any of the Florida Progress Subsidiaries.
"Talquin" shall have the meaning set forth in the
recitals hereto.
"TRS" shall mean TRS Commercial Real Estate Services,
Inc.
"TRS Employees" shall mean persons who were, at any
time, employed by TRS.
ARTICLE II
DEFINED BENEFIT PLAN
SECTION 2.1. Florida Progress Retirement Plan. No
--------------------------------
Assets or Liabilities with respect to Echelon Employees and their
beneficiaries shall be transferred as a result of this Agreement
from the Florida Progress Retirement Plan to any plan or
arrangement established or maintained by the Echelon Group for
the benefit of Echelon Employees and their beneficiaries. After
the Effective Time, no further benefit shall accrue under the
Florida Progress Retirement Plan with respect to Echelon
Employees. Benefits payable to Echelon Employees under the
Florida Progress Retirement Plan shall be payable to such Echelon
Employees pursuant to the terms of, and at the time and in the
amounts provided under, the Florida Progress Retirement Plan
based upon each such Echelon Employee's years of service with
Florida Progress or its Affiliates (including periods of
employment with any employer which are taken into account under
the Florida Progress Retirement Plan), and compensation received
from Florida Progress or its Affiliates through the Effective
Time.
ARTICLE III
DEFINED CONTRIBUTION PLANS
SECTION 3.1. Florida Progress Savings Plan. Active
participation of Echelon Employees in the Florida Progress Savings Plan shall
cease immediately after the Effective Time. The time and manner in which amounts
will be distributed to Echelon Employees shall be determined pursuant to the
terms of the Florida Progress Savings Plan.
SECTION 3.2. Outstanding Loans. All Echelon Employees who have
outstanding loans from the Florida Progress Savings Plan may repay their loans
directly to the Florida Progress Savings Plan in accordance with the existing
terms thereof. For those Echelon Employees who wish to repay their loans to the
Florida Progress Savings Plan, Echelon shall loan those Echelon Employees a
sufficient sum to pay off their loans. The Echelon loans shall be at the lowest
permissible interest rate to avoid imputed interest to the employee under the
Code. Those Echelon Employees who have borrowed money from Echelon to pay off
their outstanding
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loans from the Florida Progress Savings Plan shall be permitted to repay such
loans by way of regular deductions from their paychecks.
SECTION 3.3. Matching Contributions. Florida Progress shall
make its regular monthly matching contributions to the Florida Progress Savings
Plan accounts of Echelon Employees for all periods of service on or prior to the
Effective Time.
ARTICLE IV
WELFARE PLANS
SECTION 4.1. Employee Benefit Welfare Plans. Except
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as provided in Section 4.2 below, from and after the Effective
Time, Echelon shall sponsor its Employee Benefit Welfare Plans
solely for the benefit of Echelon Employees, and Echelon
Employees shall not continue to participate in any Florida
Progress Employee Benefit Welfare Plans. Notwithstanding the
foregoing, neither Florida Progress nor Echelon shall have any
obligation to sponsor any Employee Benefit Welfare Plan from or
after the Effective Time.
SECTION 4.2. Allocation of Liabilities. (a) The Florida
Progress Group shall retain responsibility for and continue to pay all expenses
and benefits relating to the Florida Progress Employee Benefit Welfare Plans
with respect to claims incurred prior to the Effective Time by Echelon Employees
and their covered dependents. The Echelon Group shall be responsible for and pay
expenses and benefits relating to all Employee Benefit Welfare Plan claims
incurred by Echelon Employees and their covered dependents from and after the
Effective Time. For purposes of this paragraph, a claim is deemed incurred when
the services that are the subject of the claim are performed; in the case of
life insurance, when the death occurs; in the case of long-term disability, when
the disability occurs; and, in the case of a hospital stay, when the employee
first enters the hospital.
(b) The Florida Progress Group shall be responsible for all
COBRA coverage for any person who was a Florida Progress employee prior to the
Effective Time and his or her covered dependents who participated in a Florida
Progress Employee Benefit Welfare Plan and who had or have a loss of health care
coverage due to a qualifying event occurring prior to the Effective Time. The
Florida Progress Group shall also be responsible for all COBRA coverage for any
employee of the Echelon Group and his or her covered dependents who participated
in a Florida Progress Employee Benefit Welfare Plan and who had or have a loss
of health care coverage due to a qualifying event occurring prior to the
Effective Time.
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ARTICLE V
OTHER EMPLOYEE BENEFIT ISSUES
SECTION 5.1. Employee Benefit Litigation Liabilities. Except
as otherwise expressly provided in this agreement or with respect to Articles II
and III, the Florida Progress Group shall retain all Employee Benefit Litigation
Liabilities that are asserted by Echelon Employees in respect of periods prior
to the Effective Time.
SECTION 5.2. Workers' Compensation. The Florida Progress Group
shall retain all Liabilities relating to workers' compensation claims that were
incurred (a) prior to the Effective Time with respect to Florida Progress
employees who were employed by the Florida Progress Group and (b) on and after
the Effective Time with respect to Florida Progress employees who continued to
be employed by Florida Progress after the Effective Time. The Echelon Group
shall retain all Liabilities relating to workers' compensation claims that were
incurred (a) prior to the Effective Time with respect to Florida Progress
employees who were employed by the Echelon Group, (b) prior to the Effective
Time with respect to TRS Employees who, on or after the Effective Time, are
Echelon Employees and (c) on and after the Effective Time with respect to
Echelon Employees. For purposes of this paragraph, a claim is deemed incurred
when the injury that is the subject of the claim occurs.
SECTION 5.3. Florida Progress Corporation Retirement Benefit
Nondiscriminatory Plan for Excess Benefits. The Echelon Group shall assume any
and all Liabilities with respect to Echelon Employees under the Florida Progress
Corporation Retirement Benefit Nondiscriminatory Plan for Excess Benefits.
ARTICLE VI
ACCESS TO INFORMATION
SECTION 6.1. Access to Information. Article VI of the
Distribution Agreement shall govern the rights of the Florida Progress Group and
the Echelon Group with respect to access to information. The term "Records" in
that Article shall be read to include all Employee Benefit Records.
ARTICLE VII
INDEMNIFICATION
SECTION 7.1. Indemnification. Article IV of the Distribution
Agreement shall govern the rights of the Florida Progress Group and the Echelon
Group with respect to indemnification. The term "Florida Progress Liabilities"
in that Article shall be read to include all Liabilities assumed by the Florida
Progress Group pursuant to this Agreement. The term "Echelon Liabilities" in
that Article shall be read to include
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all Liabilities assumed by the Echelon Group pursuant to this
Agreement.
ARTICLE VIII
DISPUTE RESOLUTION
SECTION 8.1. Dispute Resolution. Article VIII of the
Distribution Agreement shall govern the rights of the Florida Progress Group and
the Echelon Group with respect to dispute resolution. The term "Agreement
Dispute" in that Article shall be read to include all Employee Benefit Disputes.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1. Complete Agreement; Construction. This
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Agreement, including the Exhibits and Schedules (if any), and the
Distribution Agreement shall constitute the entire agreement
between the parties with respect to the subject matter hereof and
shall supersede all previous negotiations, commitments and
writings with respect to such subject matter. In the event of
any inconsistency between this Agreement and any Exhibit or
Schedule hereto, the Exhibit or Schedule shall prevail. Other
than Section 2.12 and Article VIII of the Distribution Agreement,
which shall prevail over any inconsistent or conflicting
provisions in this Agreement, notwithstanding any other
provisions in this Agreement to the contrary, in the event and to
the extent that there shall be a conflict between the provisions
of this Agreement and the provisions of the Distribution
Agreement, this Agreement shall control.
SECTION 9.2. Ancillary Agreements. This Agreement is
not intended to address, and should not be interpreted to
address, the matters specifically and expressly covered by the
Ancillary Agreements.
SECTION 9.3. Counterparts. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more such counterparts have
been signed by each of the parties and delivered to the other parties.
SECTION 9.4. Survival of Agreements. Except as otherwise
contemplated by this Agreement, all covenants and agreements of the parties
contained in this Agreement shall survive the Distribution Date.
SECTION 9.5. Expenses. Except as otherwise set forth
in this Agreement, the Distribution Agreement or any Ancillary
Agreement, each party shall bear its own costs and expenses
incurred after the Distribution Date. Any amount or expense to
be paid or reimbursed by one party hereto to the other party
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hereto shall be so paid or reimbursed promptly after the existence and amount of
such obligation is determined and demand therefor is made.
SECTION 9.6. Notices. All notices and other communications
hereunder shall be in writing and hand delivered or mailed by registered or
certified mail (return receipt requested) or sent by any means of electronic
message transmission with delivery confirmed (by voice or otherwise) to the
parties at the following addresses (or at such other addresses for a party as
shall be specified by like notice) and will be deemed given on the date on which
such notice is received:
To Florida Progress Corporation:
0000 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attn: General Counsel
To Echelon International Corporation:
Xxx Xxxxxxxx Xxxxx
Xxxxx 0000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attn: Chief Executive Officer
SECTION 9.7. Waivers. The failure of either party to require
strict performance by the other party of any provision in this Agreement will
not waive or diminish such party's right to demand strict performance thereafter
of that or any other provision hereof.
SECTION 9.8. Amendments. Subject to the terms of
Section 9.11 hereof, this Agreement may not be modified or
amended except by an agreement in writing signed by each of the
parties hereto.
SECTION 9.9. Assignment. This Agreement shall not be
assignable, in whole or in part, directly or indirectly, by either party hereto
without the prior written consent of the other party hereto, and any attempt to
assign any rights or obligations arising under this Agreement without such
consent shall be void.
SECTION 9.10. Successors and Assigns. The provisions
to this Agreement shall be binding upon, inure to the benefit of
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and be enforceable by the parties and their respective successors
and permitted assigns.
SECTION 9.11. Termination. This Agreement (including, without
limitation, Article VII hereof) may be terminated and may be amended, modified
or abandoned at any time prior to the Distribution by and in the sole discretion
of Florida Progress without the approval of Echelon or the shareholders of
Florida Progress. In the event of such termination, no party shall have any
liability of any kind to any other party or any other person. After the
Distribution, this Agreement may not be terminated except by an agreement in
writing signed by the parties.
SECTION 9.12. Subsidiaries. Florida Progress shall cause to be
performed, and hereby guarantees the performance of, all actions, agreements and
obligations set forth herein to be performed by any Florida Progress Subsidiary.
If Echelon subsequently organizes or acquires any Subsidiary, Echelon shall not
permit such Subsidiary to take or fail to take any action, if taking or failing
to take such action would result in a breach of this Agreement if taken or
failed to be taken, as the case may be, by Echelon. Echelon shall cause to be
performed, and hereby guarantees the performance of, all actions, agreements and
obligations set forth herein to be performed by any Echelon Subsidiary.
SECTION 9.13. Third Party Beneficiaries. Except as provided in
Article IV of the Distribution Agreement relating to Indemnitees, this Agreement
is solely for the benefit of the parties hereto and their respective
Subsidiaries and Affiliates and should not be deemed to confer upon third
parties any remedy, claim, liability, reimbursement, claim of action or other
right in excess of those existing without reference to this Agreement.
SECTION 9.14. Title and Headings. Titles and headings to
sections herein are inserted for the convenience of reference only and are not
intended to be a part of or to affect the meaning or interpretation of this
Agreement.
SECTION 9.15. Exhibits and Schedules. The Exhibits and
Schedules, if any, shall be construed with and as an integral part of this
Agreement to the same extent as if the same had been set forth verbatim herein.
SECTION 9.16. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF FLORIDA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
IN THE STATE OF FLORIDA.
SECTION 9.17. Consent to Jurisdiction. Without limiting the
provisions of Article VIII hereof, each of the parties irrevocably submits to
the exclusive jurisdiction of (a) the Circuit Court of the State of Florida,
Pinellas County, and (b) the United States District Court for the Middle
District of
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Florida, for the purposes of any suit, action or other proceeding arising out of
this Agreement or any transaction contemplated hereby. Each of the parties
agrees to commence any action, suit or proceeding relating hereto either in the
United States District Court for the Middle District of Florida or if such suit,
action or other proceeding may not be brought in such court for jurisdictional
reasons, in the Circuit Court of the State of Florida, Pinellas County. Each of
the parties further agrees that service of any process, summons, notice or
document by U.S. registered mail to such party's respective address set forth
above shall be effective service of process for any action, suit or proceeding
in Florida with respect to any matters to which it has submitted to jurisdiction
in this Section 9.17. Each of the parties irrevocably and unconditionally waives
any objection to the laying of venue of any action, suit or proceeding arising
out of this Agreement or the transactions contemplated hereby in (i) the Circuit
Court of the State of Florida, Pinellas County, or (ii) the United States
District Court for the Middle District of Florida, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum.
SECTION 9.18. Severability. In the event any one or more of
the provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions, the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.
SECTION 9.19. Governmental Notices; Cooperation.
Notwithstanding anything in this Agreement to the contrary, all actions
contemplated herein with respect to Employee Benefit Plans which are to be
consummated pursuant to this Agreement shall be subject to such notices to,
and/or approvals by, the Internal Revenue Service or the Pension Benefit
Guaranty Corporation (or any other governmental agency or entity) as are
required or deemed appropriate by such Employee Benefit Plan's sponsor. Florida
Progress and Echelon agree to use their commercially reasonable efforts to cause
all such notices and/or approvals to be filed or obtained, as the case may be.
Each party hereto shall reasonably cooperate with the other party with respect
to any government filings, employee notices or any other actions reasonably
necessary to maintain and implement the Employee Benefit Plans covered by this
Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed as of the day and year first above written.
FLORIDA PROGRESS CORPORATION
by/s/Xxxxx X. Xxxxxxxxx
-----------------------
Name:Xxxxx X. Xxxxxxxxx
Title:Vice President and
Treasurer
ECHELON INTERNATIONAL CORPORATION
by/s/Xxxxxx X. XxXxxxx
-----------------------
Name:Xxxxxx X. XxXxxxx
Title:President and Chief
Executive Officer
