July 15, 1998
Xxxxx X. Xxxxxx
Vice President, Human Resources
Orange and Rockland Utilities, Inc.
Xxx Xxxx Xxxx Xxxxx
Xxxxx Xxxxx, XX 00000
Dear Xx. Xxxxxx:
The purpose of this letter agreement is to set forth the
understanding between Orange and Rockland Utilities, Inc. (the
"Company"), Consolidated Edison, Inc. ("Buyer"), C Acquisition Corp.
("Buyer Sub") and you in connection with the transactions (the
"Transactions") described in the Agreement and Plan of Merger, dated as
of May 10, 1998, among the Company, Buyer and Buyer Sub (the "Merger
Agreement"), including with respect to the application of the agreement
entered into between the Company and you, dated October 27, 1997, as
thereafter amended (the "Agreement").
This letter agreement is being entered into for good and
valuable consideration, with knowledge that you are relying hereon in
agreeing to terminate your employment and with the intent to be legally
bound hereby.
1. Change in Control. The parties hereto confirm and agree
that the approval by the shareholders of the Company of the Transactions
will constitute a "Change in Control" of the Company (as defined in
Section 1 of the Agreement).
2. Termination of Employment. The parties hereto agree
that, provided your employment with the Company has not previously been
terminated, your employment with the Company will terminate at the
Effective Time (as defined in the Merger Agreement). The parties hereto
further agree and confirm that, for purposes of the Agreement, such
termination shall be deemed to be a termination of your employment by
you for Good Reason following a "Change in Control" of the Company.
3. Payments; Benefits. The parties further confirm and
agree that, in accordance with the foregoing paragraphs 1 and 2, if the
Transactions are consummated, the Company shall, or Buyer shall cause
Buyer Sub to, subject to Section 3(e) of the Agreement, (a) pay to you
at the Effective Time, in a lump sum cash payment, the amounts described
in Sections 3(a) of the Agreement, together with any unpaid compensation
(including salary, accrued but unused vacation and any Annual Team
Incentive Plan payment payable for the calendar year in which the
termination of your employment occurs) with respect to the period ending
on the Effective Time, (b) pay to you, commencing at the Effective Time,
the benefits to which you are entitled under the Officers' Supplemental
Retirement Plan of the Company (the "SERP"), calculated and paid in
accordance with the terms of (i) Section 6(F) of the SERP (or, if the
Committee (as defined in the SERP) determines that you no longer qualify
for a Disability Retirement Allowance under Section 6(F) of the SERP, in
accordance with the terms of Section 6(D) or 6(E) thereof, as
applicable), (ii) Section 3(c) of the Agreement and (iii) the letter
agreements between you and the Company dated as of September 21, 1995,
and July 21, 1997, (c) provide to you, for the twenty-four month period
commencing at the Effective Time, the benefits described in Section 3(b)
of the Agreement (relating to life, disability, accident and health
insurance benefits) and (d) honor and perform all other obligations to
you and agreements for your benefit contained in the Agreement.
4. Other Benefits. The parties further confirm and agree
that the Company shall, and Buyer shall cause Buyer Sub to honor and
perform all of their respective other obligations to you and agreements
for your benefit including, but not limited to, all obligations under the
Company Long-Term Performance Share Unit Plan. You hereby acknowledge that,
except as set forth herein, you are not entitled to receive severance,
termination or similar benefits under any other plan, agreement or arrangement
of the Company.
5. No Continuing Obligations. The parties hereto confirm
and agree that upon your termination of employment pursuant to this
letter agreement, you shall have no further obligations under the
Agreement except as expressly provided in Section 3(d) thereof.
6. Miscellaneous. This letter agreement may not be
modified or amended without the prior written consent of all the
parties hereto, shall be governed by the laws of the State of New
York without regard to its conflicts of laws rules, may be executed
in two or more counterparts each of which shall constitute an
original and, together with the Agreement, shall constitute the
entire agreement of the parties with respect to the subject matter
hereof.
If this letter sets forth our agreement on the subject
matter hereof, please sign and return to the Company and Buyer the
enclosed copies of this letter, which will then constitute our
agreement on this subject.
Sincerely,
ORANGE AND ROCKLAND UTILITIES, INC.
By: /s/ D. Xxxxx Xxxxxxx
Name: Xxxxxx Xxxxx Peoples
Title: Vice Chairman and Chief
Executive Officer
CONSOLIDATED EDISON, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
C ACQUISITION CORP.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: President
In accordance with the provisions set forth above, I hereby agree
that (i) my employment with the Company and any subsidiaries thereof
will terminate and (ii) I will relinquish all offices and
directorships I hold with the Company or any subsidiaries thereof,
in each case, effective as of the Effective Time.
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
