IN CONTROL AGREEMENT. Waiver and Release I, Xxxxxxx Xxxxxxx XxXxxxx, understand that I am entitled to receive the severance benefits described in Section 2 of the Change in Control Agreement (the "Agreement") if I execute this Waiver and Release ("Waiver"). I understand that the benefits I will receive under the Agreement are in excess of those I would have received from The Southern Company and Southern Company Services, Inc. (collectively, the "Company") if I had not elected to sign this Waiver. I recognize that I may have a claim against the Company under the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Rehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended, the Americans with Disabilities Act or other federal, state and local laws. In exchange for the benefits I elect to receive, I hereby irrevocably waive and release all claims, of any kind whatsoever, whether known or unknown in connection with any claim which I ever had, may have, or now have against The Southern Company, Alabama Power Company, Georgia Power Company, Gulf Power Company, Mississippi Power Company, Savannah Electric and Power Company, Southern Communication Services, Inc., Southern Company Services, Inc., Southern Energy Resources, Inc., Southern Company Energy Solutions, Inc., Southern Nuclear Operating Company, Inc., Southern Energy, Inc. and other direct or indirect subsidiaries of The Southern Company and their past, present and future officers, directors, employees, agents and attorneys. Nothing in this Waiver shall be construed to release claims or causes of action under the Age Discrimination in Employment Act or the Energy Reorganization Act of 1974, as amended, which arise out of events occurring after the execution date of this Waiver. In further exchange for the benefits I elect to receive, I understand and agree that I will respect the proprietary and confidential nature of any information I have obtained in the course of my service with the Company or any subsidiary or affiliate of The Southern Company. However, nothing in this Waiver shall prohibit me from engaging in protected activities under applicable law or from communicating, either voluntary or otherwise, with any governmental agency concerning any potential violation of the law. In signing this Waiver, I am not releasing claims to benefits that I am already entitled to under any workers' compensation laws or under any retirement plan or welfare benefit plan within the meaning ...
IN CONTROL AGREEMENT. The parties acknowledge and agree that the provisions of this Agreement shall supersede any and all other agreements and rights that the Executive has under any employment or other agreements or arrangements between the Executive and the Company, whether in writing or otherwise, with respect to the matters set forth herein.
IN CONTROL AGREEMENT. The COMPANY shall notify the TRUSTEE of its decision to make CHANGE-IN-CONTROL PAYMENTS directly prior to the time amounts are payable to the EXECUTIVE, in which event the CHANGE-IN-CONTROL PAYMENTS shall not be made from the TRUST to the EXECUTIVE, but instead will be made from the TRUST to the COMPANY, if and to the extent such payments were made directly by the COMPANY to the EXECUTIVE.
IN CONTROL AGREEMENT. (Bygland)
IN CONTROL AGREEMENT. The Executive's "adjusted salary" is the Executive's annualized regular monthly salary in effect on the date of the Termination Event as reportable on IRS Form W-2, adjusted by including and excluding the following items:
IN CONTROL AGREEMENT. The Company will make the COBRA premium payments until the earliest of the following events occurs:
IN CONTROL AGREEMENT. The deemed profit-sharing contributions will be determined by multiplying the Executive's deemed 401(k) Plan compensation under paragraph (1) above by:
IN CONTROL AGREEMENT. As part of this determination, the consultant will provide the Company and the Executive with a detailed analysis and supporting calculations of:
