Common use of Severance Benefit Clause in Contracts

Severance Benefit. If (i) at any time during the Coverage Period, the Executive's employment hereunder is terminated by the Company for any reason other than Cause, death or Disability, or by the Executive for Good Reason, or (ii) during the Single Trigger Period, the Executive terminates his employment for any reason, then, (a) within five business days after such termination, the Company shall pay to the Executive (or, if the Executive has died before receiving all payments to which the Executive has become entitled hereunder, to the estate of the Executive) (i) accrued but unpaid salary and accrued but unused vacation, if any, and (ii) severance pay in a lump sum cash amount equal to three (3) times the Executive's Compensation; (b) to the extent not paid or payable under such plans and/or arrangements, the Company shall pay to the Executive the present value of the benefits (calculated assuming the Executive will begin receiving benefits at the earliest retirement date under such plans and/or arrangements, or if later, at the end of the term of this Agreement, based on the actuarial assumptions used for purposes of the qualified defined benefit plan) that would have accrued, but did not accrue, under the Company's qualified defined benefit retirement plan, the Fall River Gas Company Survivor Benefit Deferred Compensation Agreement, and the excess pension benefit provision in the Employment Agreement and/or any successor or similar plan(s) or arrangements in place and operational on the date of termination and/or the Change in Control, as if (for vesting, benefit accrual, eligibility for early retirement, subsidized early retirement factors, actuarial equivalence, and any other purposes) the Executive had continued to be employed and had continued to participate in such plans and arrangements through the end of the term of this Agreement; it being understood by all parties hereto that payments made under this Agreement and the deemed additional credited service shall not be considered for purposes of determining the actual benefit payable under the terms of such plans and arrangements and shall not be considered part of the relevant payroll records for purposes of such plans and arrangements; and (c) to the extent not already provided under the terms of the Employment Agreement, for a period commencing with the month in which termination of employment, as described in paragraph 3 hereof, shall have occurred, and ending the later of the date of the Executive's or the Executive's spouse's death, the Executive, his spouse and any dependents shall continue to be entitled to receive all health and dental care benefits under the Company's welfare benefit plans (within the meaning of Section 3(l) of the Employee Retirement Income Security Act of 1974, as amended), at no cost to the Executive and at the same level of benefits that the Executive, his spouse and his dependents were receiving or were entitled to receive at the time of termination of employment or, if it would result in greater benefits, at the date of the Change in Control (if and to the extent that such benefits shall not be payable or provided under any Company plan, the Company shall pay or provide equivalent benefits on an individual basis).

Severance Benefit. If (i) at any time during the Coverage Period, the Executive's ’s employment hereunder is terminated by the Company for any reason other than Cause, death or Disability, or by the Executive for Good Reason, or (ii) during the Single Trigger Period, the Executive terminates his employment for any reason, then, (a) within five business days after such termination, the Company shall pay to the Executive (or, if the Executive has died before receiving all payments to which the Executive has become entitled hereunder, to the estate of the Executive) ) (i) accrued but unpaid salary and accrued but unused vacation, if any, and (ii) severance pay in a lump sum cash amount equal to three (3) times the Executive's ’s Compensation;. Notwithstanding the five-business-days-payment requirement, if at the time of Executive’s termination final IRS guidance on Section 409A provides that payments under agreements of this nature are considered to be made on account of termination of employment rather than on account of a change in control, the payments, or the portion of them under this Agreement considered to be made on account of termination, if lesser, shall be deferred until six months following the Executive’s termination date; and (b) to the extent not paid or payable under such plans and/or arrangements, the Company shall pay to the Executive the present value of the benefits (calculated assuming the Executive will begin receiving benefits at the earliest retirement date under such plans and/or arrangements, or if later, at the end of the term of this Agreement, based on the actuarial assumptions used for purposes of the qualified defined benefit plan) that would have accrued, but did not accrue, under the Company's ’s qualified defined benefit retirement plan, the Fall River Corning Natural Gas Company Survivor Benefit Deferred Compensation Agreement, and the excess pension benefit provision in the Employment Agreement and/or any successor or similar plan(s) or arrangements in place and operational on the date of termination and/or the Change in Control, as if (for vesting, benefit accrual, eligibility for early retirement, subsidized early retirement factors, actuarial equivalence, and any other purposes) the Executive had continued to be employed and had continued to participate in such plans and arrangements through until the end age of the term of this Agreement62; it being understood by all parties hereto that payments made under this Agreement and the deemed additional credited service shall not be considered for purposes of determining the actual benefit payable under the terms of such plans and arrangements and shall not be considered part of the relevant payroll records for purposes of such plans and arrangements; and (c) to the extent not already provided under the terms of the Employment Agreement, for a period commencing with the month in which termination of employment, as described in paragraph 3 hereof, shall have occurred, and ending the later of the date of the Executive's ’s or the Executive's ’s spouse's ’s death, the Executive, his spouse and any dependents shall continue to be entitled to receive all health and dental care benefits under the Company's ’s welfare benefit plans (within the meaning of Section 3(l) of the Employee Retirement Income Security Act of 1974, as amended), at no cost to the Executive and at the same level of benefits that the Executive, his spouse and his dependents were receiving or were entitled to receive at the time of termination of employment or, if it would result in greater benefits, at the date of the Change in Control (if and to the extent that such benefits shall not be payable or provided under any Company plan, the Company shall pay or provide equivalent benefits on an individual basis). (d) Any Common Shares of the Company granted by the Company or a Company subsidiary to the Executive under the terms of any Long-Term Incentive Plan (“Long-Term Incentive Plan”) as is in effect and as may be amended from time to time, or any other comparable plan that may be put into effect, subject to a risk of forfeiture, such as the satisfaction of selected performance criteria or the Executive’s completion of a stated period of employment, shall be fully vested and transferable by the Executive following the Change in Control pursuant to the terms of any applicable plan. (e) The Company shall continue to maintain a whole life insurance policy on the Executive until the Executive reaches the age of 65. The premiums for such policy shall be paid for by the Company, however, the Executive (or the beneficiary designated by him) shall be the beneficial owner of the policy.

Severance Benefit. a. If (i) at any time during the Coverage Period, the Executive's employment hereunder Period a Termination of Employment is terminated effected by the Company for any reason other than Cause, death death, or Disability, or by the Executive for Good Reasonin the event of a Constructive Discharge, or (ii) during the Single Trigger Period, the Executive terminates his employment for any reason, then, (a) within five business days after such termination, then the Company shall pay to the Executive (or, if the Executive has died before receiving all payments to which the Executive has become entitled hereunder, to the estate of the Executive) (i) accrued but unpaid salary and accrued but unused vacation, if any, and (ii) severance pay in a lump sum cash amount equal to three (3) two times the sum of Executive's Compensation; (bi) annual salary and (ii) target bonus opportunity for the current calendar year (or, if greater than the target bonus opportunity, the average of the annual bonuses for the three prior calendar years). The Company shall also pay Executive any unpaid salary, unreimbursed expenses or benefits accrued to the extent not paid or payable under date of Termination of Employment. Also, in such plans and/or arrangementsevent, the Company Executive shall pay to be 100% vested in all stock options, stock appreciation rights, contingent stock, restricted stock and other long-term incentive awards. Without limiting the Executive the present value generality of the benefits foregoing, (calculated assuming the Executive will begin receiving benefits x) all outstanding stock options shall become immediately exercisable, (y) all transfer restrictions on shares of restricted stock shall lapse, and (z) all performance shares or units shall become immediately earned, vested and payable at the earliest retirement date under such plans and/or arrangementslevel prescribed in the award agreement in the event of a Change in Control (as defined therein), or if later, at the end with no transfer restrictions on any shares of the term stock issued on payment. b. Pursuant to paragraph 3(a) of this Agreement, based on the actuarial assumptions used Executive may terminate his Employment in the event of a Constructive Discharge by providing written notice to the Company within ninety (90) days after the occurrence of such event, specifying the event relied upon for purposes a Constructive Discharge. Within ten days of receiving such written notice from the qualified defined benefit plan) that would have accrued, but did not accrue, under the Company's qualified defined benefit retirement planExecutive, the Fall River Gas Company Survivor Benefit Deferred Compensation Agreementmay cure the event that constitutes a Constructive Discharge, and in which event the excess pension benefit provision in the Termination of Employment Agreement and/or any successor shall be of no force or similar plan(s) or arrangements in place and operational on the date of termination and/or the Change in Control, as if (for vesting, benefit accrual, eligibility for early retirement, subsidized early retirement factors, actuarial equivalence, and any other purposes) the Executive had continued to be employed and had continued to participate in such plans and arrangements through the end of the term of this Agreement; it being understood by all parties hereto that payments made under this Agreement and the deemed additional credited service shall not be considered for purposes of determining the actual benefit payable under the terms of such plans and arrangements and shall not be considered part of the relevant payroll records for purposes of such plans and arrangements; andeffect. (c) to the extent not already provided under the terms of the Employment Agreement, for c. For a period commencing with the month in which termination Termination of employment, Employment as described in paragraph 3 hereof, 3(a) above shall have occurred, and ending the later of the date of the Executive's or the Executive's spouse's deathtwenty-four months thereafter, the Executive, his spouse and any dependents Company shall continue to be entitled to receive all health and dental care benefits under the Company's welfare benefit plans (within the meaning of Section 3(l) of the Employee Retirement Income Security Act of 1974, as amended), at no cost provide to the Executive and all “benefits” as if the Executive were still employed during such period, at the same level of benefits that the Executive, his spouse Executive was receiving at Termination of Employment or at such higher level and his dependents were receiving or were entitled to receive at the time of termination of employment or, if it would result in greater benefits, at same dollar cost as provided by the date Company to the Executive as is available to all of the Change in Control (Company's senior executives generally; provided that, if and to the extent that providing or payment of such benefits shall not be payable or provided permitted under any Company benefit plan, the Company shall pay or provide tax equivalent benefits on an individual basisbasis within 60 days of Termination of Employment, subject to Paragraph 16 of this Agreement. The benefits provided in accordance with this paragraph 3(c) shall be secondary to any comparable benefits provided by another employer. As used herein, “benefits” shall include, but not be limited to: (i) automobile lease or allowance; (ii) health and dental benefits; (iii) life, short term disability and long term disability insurance; (iv) initiation fees, dues and assessments of membership in a club; and (v) participation in the Company’s retirement, savings and deferred compensation plans (including without limitation the FPIC Insurance Group, Inc. Defined Benefit Pension Plan; the Florida Physicians Insurance Company Excess Benefit Plan (or alternatively, if determined by the Board, Employer’s Supplemental Executive Retirement Plan) or any plan or arrangement adopted in lieu thereof; the FPIC Insurance Group, Inc. Defined Contribution (and Profit Sharing) Plan; and the FPIC Insurance Group, Inc. Deferred Compensation Plan, to the extent and in the form they remain in effect from time to time). The Executive’s entitlement to such “benefits” shall be in accordance with the Company’s employee benefit plans and other applicable programs, policies, and practices then in effect, to be interpreted so that payment of such “benefits” does not violate Section 409A of the Code.

Severance Benefit. If (i) at any time during the Coverage Period, the Executive's ’s employment hereunder is terminated by the Company for any reason other than Cause, death or Disability, or by the Executive for Good Reason, or (ii) during the Single Trigger Period, the Executive terminates his employment for any reason, then, (a) within five business days after such termination, the Company shall pay to the Executive (or, if the Executive has died before receiving all payments to which the Executive has become entitled hereunder, to the estate of the Executive) ) (i) accrued but unpaid salary and accrued but unused vacation, if any, and (ii) severance pay in a lump sum cash amount equal to three (3) times the Executive's ’s Compensation; (b) to the extent not paid or payable under such plans and/or arrangements, the Company shall pay to the Executive the present value of the benefits (calculated assuming the Executive will begin receiving benefits at the earliest retirement date under such plans and/or arrangements, or if later, at the end of the term of this Agreement, based on the actuarial assumptions used for purposes of the qualified defined benefit plan) that would have accrued, but did not accrue, under the Company's ’s qualified defined benefit retirement plan, the Fall River Corning Natural Gas Company Survivor Benefit Deferred Compensation Agreement, and the excess pension benefit provision in the Employment Agreement and/or any successor or similar plan(s) or arrangements in place and operational on the date of termination and/or the Change in Control, as if (for vesting, benefit accrual, eligibility for early retirement, subsidized early retirement factors, actuarial equivalence, and any other purposes) the Executive had continued to be employed and had continued to participate in such plans and arrangements through until the end age of the term of this Agreement62; it being understood by all parties hereto that payments made under this Agreement and the deemed additional credited service shall not be considered for purposes of determining the actual benefit payable under the terms of such plans and arrangements and shall not be considered part of the relevant payroll records for purposes of such plans and arrangements; and (c) to the extent not already provided under the terms of the Employment Agreement, for a period commencing with the month in which termination of employment, as described in paragraph 3 hereof, shall have occurred, and ending the later of the date of the Executive's ’s or the Executive's ’s spouse's ’s death, the Executive, his spouse and any dependents shall continue to be entitled to receive all health and dental care benefits under the Company's ’s welfare benefit plans (within the meaning of Section 3(l) of the Employee Retirement Income Security Act of 1974, as amended), at no cost to the Executive and at the same level of benefits that the Executive, his spouse and his dependents were receiving or were entitled to receive at the time of termination of employment or, if it would result in greater benefits, at the date of the Change in Control (if and to the extent that such benefits shall not be payable or provided under any Company plan, the Company shall pay or provide equivalent benefits on an individual basis). (d) Any Common Shares of the Company granted by the Company or a Company subsidiary to the Executive under the terms of any Long-Term Incentive Plan (“Long-Term Incentive Plan”) as is in effect and as may be amended from time to time, or any other comparable plan that may be put into effect, subject to a risk of forfeiture, such as the satisfaction of selected performance criteria or the Executive’s completion of a stated period of employment, shall be fully vested and transferable by the Executive following the Change in Control pursuant to the terms of any applicable plan. (e) The Company shall continue to maintain a whole life insurance policy on the Executive until the Executive reaches the age of 65. The premiums for such policy shall be paid for by the Company, however, the Executive (or the beneficiary designated by him) shall be the beneficial owner of the policy.

Severance Benefit. If (i) at any time during the Coverage Period, the Executive's Employee’s employment hereunder is terminated by the Company for any reason other than Cause, death without Cause or Disability, or by the Executive Employee resigns for Good Reason, then, subject to any limitation imposed under applicable law, and in addition to the payment of any unpaid base salary and accrued and unpaid vacation as of the date of such termination or (ii) during the Single Trigger Period, the Executive terminates his employment for any reason, then, (a) within five business days after such terminationresignation, the Company shall pay to the Executive (or, if the Executive has died before receiving all payments to which the Executive has become entitled hereunder, to the estate continue Employee's base salary in effect as of the Executive) date of such termination or resignation for a period of one (i1) accrued but unpaid salary year, subject to applicable withholding and accrued but unused vacation, if any, and (ii) severance pay in a lump sum cash amount equal to three (3) times deductions. If the Executive's Compensation; (b) to Employee’s employment is terminated by the extent not paid Company without Cause or payable under such plans and/or arrangementsthe Employee resigns for Good Reason, the Company shall also pay the Employee, within sixty (60) days of such resignation or termination, a lump sum amount equal to $35,000 (the Executive “COBRA Amount”) that the present value Employee may use to procure group health plan coverage for himself and his eligible dependents or otherwise. If the Employee desires to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), it shall be the sole responsibility of the benefits Employee (calculated assuming the Executive will begin receiving benefits at the earliest retirement date under such plans and/or arrangements, or if later, at the end of the term of this Agreement, based on the actuarial assumptions used for purposes of the other family members who are qualified defined benefit plan) that would have accrued, but did not accrue, under the Company's qualified defined benefit retirement plan, the Fall River Gas Company Survivor Benefit Deferred Compensation Agreement, and the excess pension benefit provision in the Employment Agreement and/or any successor or similar plan(s) or arrangements in place and operational on the date of termination and/or the Change in Control, as if (for vesting, benefit accrual, eligibility for early retirement, subsidized early retirement factors, actuarial equivalence, and any other purposes) the Executive had continued to be employed and had continued to participate in such plans and arrangements through the end of the term of this Agreement; it being understood by all parties hereto that payments made under this Agreement and the deemed additional credited service shall not be considered for purposes of determining the actual benefit payable under the terms of such plans and arrangements and shall not be considered part of the relevant payroll records for purposes of such plans and arrangements; and (c) to the extent not already provided under the terms of the Employment Agreement, for a period commencing with the month in which termination of employmentbeneficiaries, as described in paragraph 3 hereof, shall have occurredthe COBRA election notice, and ending who desire COBRA continuation coverage) to timely elect COBRA continuation coverage and timely make all applicable premium payments therefore. The Employee acknowledges that the later COBRA Amount is taxable to the Employee and that the payment of the date of the Executive's or the Executive's spouse's death, the Executive, his spouse and any dependents COBRA Amount shall continue to only be entitled to receive all health and dental care benefits under the Company's welfare benefit plans (within the meaning of Section 3(l) of the Employee Retirement Income Security Act of 1974, as amended), at no cost to the Executive and at the same level of benefits that the Executive, his spouse and his dependents were receiving or were entitled to receive at the time of termination of employment or, if it would result in greater benefits, at the date of the Change in Control (if and made to the extent that the payment of the COBRA Amount would not result in any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) (collectively, such benefits shall not laws, the “PPACA”). Should the Company be payable or provided unable to pay the COBRA Amount without triggering an excise tax under any Company planthe PPACA, the Company and the Employee shall pay or use reasonable efforts to provide a benefit to the Employee which represents the economic equivalent benefits of the COBRA Amount and which does not result in an excise tax on an individual basis)the Company under the PPACA, which benefit shall be paid in a lump sum.

Severance Benefit. If (i) a. If, at any time during the Coverage Period, the ExecutiveEmployee's employment hereunder is terminated by the Company for any reason other than Cause, death or Disability, Disability or the Employee's employment is terminated by the Executive Employee because of a Constructive Discharge (provided that for Good Reasonpurposes of this Agreement, if the Employee at any time accepts an Offer of DQE Employment, or, immediately after or (ii) during the Single Trigger Periodin connection with a Change of Control, the Executive terminates his Employee receives an Offer of Successor Employment, then the Employee shall not be deemed to have experienced a termination of employment for solely by reason of such Change in Control and/or change of employers; provided, further, that if, as described above, the Employee accepts an Offer of DQE Employment or receives an Offer of Successor Employment in connection with a Change in Control, Section 11 of this Agreement and related definitions shall be deemed amended so that they apply in all respects to the Employee's employer following such change of employment and the Employee agrees to execute any reasondocuments necessary to memorialize such amendments), then, (ai) within no later than the earlier of (A) five business days after such terminationtermination or (B) immediately prior to the date of the consummation of a transaction that constitutes a Change in Control if it is determined prior to such date that the Employee's employment will be terminated by the Company for a reason other than Cause, death or Disability, or that the Employee will have experienced a Constructive Discharge and the effective date of the termination of the Employee's employment will be on or before the consummation of a transaction that constitutes a Change in Control, the Company shall pay to the Executive Employee (or, if the Executive has died Employee dies after termination of employment but before receiving all payments to which the Executive he has become entitled hereunder, to the estate of the ExecutiveEmployee) (iA) a lump sum cash payment of accrued but unpaid salary and accrued but unused vacation, if any, and ; (iiB) severance pay in a lump sum cash payment of a prorated portion of the Employee's Annual Incentive (unless the Employee receives his annual cash incentive for the year of termination pursuant to another plan, policy or arrangement), determined by calculating the product of (1) the amount of the Employee's Annual Incentive, and (2) a fraction, the numerator of which is the number of days worked in the year in which the termination of employment occurs and the denominator of which is 365; (C) Beginning on the next regularly scheduled payday following the date of the termination of the Employee's employment, the Company will pay to the Employee seventy-two (72) semi-monthly payments, the total of all being an amount equal to three (3) times the ExecutiveEmployee's CompensationCompensation ("Compensation Continuance). (D) a lump sum cash payment equal to the remaining, unpaid capital account balance associated with the Employee's previous participation in the Equity Participation Plan of DQE Systems, Inc.; (bE) a lump sum cash payment of $28,800; and (ii) in addition, benefits, of the same kind and at the same cost to the Employee as if still employed by the Company, excluding continued contributions to the 401(k), for the length of the Employee's Compensation Continuance period; provided, however, that to the extent not paid the Employee receives life, medical, dental, hospitalization or payable long-term disability benefits from a subsequent employer, such benefits provided by the Company under such this Section 3a.(ii) shall be secondary to those received from the subsequent employer. If and to the extent permitted by the applicable plan or plans and/or arrangementsand applicable law, Employee qualified pension benefits and benefits under the PSSP will continue to accrue during the Compensation Continuance period on that part of Compensation that is Annual Salary and Annual Incentive. b. In the event of the Employee's death during the Coverage Period, this Agreement shall terminate and the Company's only obligation under this Agreement shall be to pay the Employee's estate or legal representative the Employee's annual base salary provided herein to the extent earned by the Employee prior to the Employee's death. The Company may, in its sole discretion, pay the estate or legal representative a bonus that the Employee earned prior to his death. The Company shall have no further obligations under this Agreement. Nothing contained herein shall affect the Company's obligation(s) to provide death benefits under any plan, policy, or arrangement other than this Agreement. c. In the event of the termination of the Employee's employment during the Coverage Period due to the Employee's Disability, the Company's only obligation under this Agreement shall be to pay to the Employee or his personal representative the Employee's annual base salary to the extent earned by the Employee prior to the termination of employment. The Company shall have no further obligations under this Agreement. Nothing contained herein shall affect the Company's obligation(s) to provide disability benefits to the Employee under any plan, policy, or arrangement other than this Agreement. d. In the event that the Company terminates the Employee's employment for Cause or the Employee terminates his employment without experiencing a Constructive Discharge, the Company shall only be obligated to pay to the Executive Employee the present value Employee's annual base salary to the extent earned by the Employee prior to the termination of employment. The Company shall have no further obligations under this Agreement. e. In the event of any termination of the Employee's employment described in Sections 3a through 3d, the Employee shall be under no obligation to seek other employment, and, except as provided in Section 3a(ii) with respect to benefits, there shall be no offset against amounts due the Employee under this Agreement on account of any remuneration attributable to any subsequent employment. f. It is intended that the payments and benefits (calculated assuming the Executive will begin receiving provided under this Agreement are in lieu of, and not in addition to, termination or severance payments and benefits at the earliest retirement date provided under such plans and/or arrangements, DQE's or if later, at the end of the term of this Agreement, based on the actuarial assumptions used for purposes of the qualified defined benefit plan) that would have accrued, but did not accrue, under the Company's qualified defined benefit retirement planother termination or severance plans or agreements ("Other Termination Benefits"). Other Termination Benefits the Employee receives, the Fall River Gas Company Survivor Benefit Deferred Compensation Agreement, and the excess pension benefit provision in the Employment Agreement and/or any successor or similar plan(s) or arrangements in place and operational on the date of termination and/or the Change in Control, as if (for vesting, benefit accrual, eligibility for early retirement, subsidized early retirement factors, actuarial equivalence, and any other purposes) the Executive had continued to be employed and had continued to participate in such plans and arrangements through the end of the term of this Agreement; it being understood by all parties hereto that payments made under this Agreement and the deemed additional credited service shall not be considered for purposes of determining the actual benefit payable under the terms of such plans and arrangements and shall not be considered part of the relevant payroll records for purposes of such plans and arrangements; and (c) to the extent not already provided under the terms of the Employment Agreement, for a period commencing with the month in which termination of employment, as described in paragraph 3 hereof, shall have occurred, and ending the later of the date of the Executive's or the Executive's spouse's death, the Executive, his spouse and any dependents shall continue to be is entitled to receive all health in the future, shall reduce payments and dental care benefits under provided hereunder unless, either the Company's welfare benefit plans (within payments and benefits hereunder or the meaning of Section 3(l) of Other Termination Benefits are waived by the Employee Retirement Income Security Act of 1974, as amended), at no cost Employee. g. Notwithstanding any provision herein to the Executive and at the same level of benefits that the Executive, his spouse and his dependents were receiving or were entitled to receive at the time of termination of employment or, if it would result in greater benefits, at the date of the Change in Control (if and to the extent that such benefits shall not be payable or provided under any Company plancontrary, the Company shall not have any obligation to pay any amount or provide equivalent any benefit, as the case may be, under this Agreement, unless and until (i) the Employee executes (A) a release of the Company and DQE and their Affiliates and related parties, in such form as the Company may reasonably request, of all claims against the Company and DQE and their Affiliates and related parties relating to the Employee's employment and termination thereof, (B) a resignation from all positions as an employee, officer, director and/or committee member of the Company, DQE and their respective Affiliates and (C) an agreement to continue to comply with, and be bound by, the provisions of Section 11 hereof, and (ii) the expiration of any applicable waiting or revocation periods related to such release and agreement. h. In no event shall a termination of the Employee's employment that occurs before or after the Coverage Period, whether by the Company or by the Employee, entitle the Employee to any benefits on an individual basis)or payments under this Agreement.

Severance Benefit. If (i) at any time a. If, during the Coverage Periodperiod commencing on the date of a Change in Control and ending on the last day of the Term, the Executive's employment hereunder is terminated by the Company for any reason reason, other than Cause, death or Disabilitydeath, or disability, or is terminated by the Executive for Good Reason, or (ii) during in the Single Trigger Period, the Executive terminates his employment for any reasonevent of a Constructive Discharge, then, (a) , within five (5) business days after such termination, the Company shall pay to the Executive (or, if the Executive executive has died before receiving all payments to which the Executive he has become entitled hereunder, hereunder to the beneficiary or estate of the Executive) Executive as described in paragraph 12) the sum of (i) accrued but unpaid salary and accrued but unused vacationpaid time off under the Company's "Paid Time Off Bank" policy for all nonunion employees, if anyeffective January 1, 1997, or any successor plan, and (ii) severance pay in a lump sum cash amount equal to three two (32) times years of the Executive's Compensation; . The Executive (b) if the Executive has died before receiving all payment to the extent not paid or payable under such plans and/or arrangementswhich he becomes entitled hereunder, the Company shall pay to beneficiary or the estate of the Executive as described in paragraph 12) will be paid in cash within ten (10) business days after termination as described in paragraph 3.a., the present value Present Value Amount of the benefits (calculated assuming accrued by the Executive will begin receiving benefits at the earliest retirement date under such plans and/or arrangements, or if later, at the end of the term of this Agreement, based on the actuarial assumptions used for purposes of the qualified defined benefit plan) that would have accrued, but did not accrue, under the Company's qualified defined benefit retirement planPEC SRB, the Fall River Gas Company Survivor Benefit Deferred Compensation Agreement, Part A and the excess pension benefit provision in the Employment Agreement and/or any successor or similar plan(s) or arrangements in place and operational Part B on the date of termination and/or of employment as described in this paragraph 3.a., determined as if the Executive had received credit for an additional two (2) years of Benefit Service. For purposes of determining the Executive's accrued benefits under the preceding sentence, such benefits shall be determined as full benefits, without actuarial reduction, as if the Executive qualified for the Rule of Eighty-Five under the PEC Retirement Plan and PEC SRB (regardless of whether the Executive so qualifies). All non-vested Options and SARs awarded to the Executive under the PEC LTIC shall be deemed vested as of the earlier of the date of a Change in Control as defined in this Agreement or Change in Control as defined in the PEC LTIC. The Company shall treat the Executive as employed by the Company for purposes of exercising Stock Options and SARs during the Coverage Period. All non-vested restricted stock awarded to the Executive under the PEC LTIC shall be deemed vested and owned by the Executive as of the earlier of the date of a Change in Control as defined in this Agreement or a Change in Control as defined in the PEC LTIC and such stock shall be delivered to the Executive within five (5) business days after the date of such Change in Control, as if . The Executive's termination of employment with the Company to become an employee of a corporation which directly or indirectly owns one hundred percent (for vesting, benefit accrual, eligibility for early retirement, subsidized early retirement factors, actuarial equivalence, and any other purposes100%) the Executive had continued to be employed and had continued to participate in such plans and arrangements through the end of the term of this Agreement; it being understood or which is owned directly or indirectly one hundred percent (100%) by all parties hereto that payments made under this Agreement and the deemed additional credited service PEC shall not be considered a termination of employment for purposes of determining this Agreement. The subsequent termination of the actual benefit payable under the terms of Executive's employment from such plans and arrangements and corporation, without employment at a company that is wholly-owned by such corporation, shall not be considered part a termination of the relevant payroll records employment for purposes of such plans and arrangements; andthis Agreement. b. During the longer of: (ci) to the extent not already provided under Coverage Period or (ii) the terms of the Employment Agreement, for a period commencing with the month in which termination of employment, as described in paragraph 3 hereof, shall have occurred, and ending the later of the date of the Executive's or termination of employment as described in paragraph 3a and ending on the Executive's spouse's deathlast day of the first month in which the Executive may retire under the PEC Retirement Plan and be eligible to receive a retirement annuity thereunder without actuarial reduction, the Executive, his spouse and any dependents Executive shall continue to be entitled to receive all health and dental care benefits under the Company's welfare benefit plans (within the meaning of Section 3(l3(1) of the Employee Retirement Income Security Act of 1974, as amended), at no cost to as if the Executive and were still employed during such period, at the same level of benefits that the Executive, his spouse and his dependents were receiving or were entitled to receive at the time of termination of employment or, if it would result in greater benefits, at same dollar cost to the date Executive as is available to all of the Change in Control (Company's executives generally and if and to the extent that such equivalent benefits shall not be payable or provided under any Company plansuch plans, the Company shall pay or provide equivalent benefits on an individual basis; provided, however, that the Company's obligations under this paragraph 3.b. shall cease upon the date following the termination of the Executive's employment as described in paragraph 3.a. that the Executive is eligible to receive benefits under welfare benefit plans (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) provided by an employer of the Executive other than the Company. (i) If Independent Tax Counsel shall determine that the aggregate payments made to the Executive pursuant to this Agreement and any other payments to the Executive from the Company which constitute "parachute payments" as defined in Section 280G of the Code (or any successor provision thereto) ("Parachute Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount calculated at the highest marginal tax rate applicable to the Executive for the tax year in which such payments were paid to the Executive (determined by Independent Tax Counsel) such that after payment by the Executive of all federal, state and other taxes (including any Excise Tax) imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, the Executive retains from the Gross-Up Payment an amount equal to the Excise Tax imposed upon the payments. For purposes of this paragraph 3.c., "Independent Tax Counsel" shall mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm, with expertise in the area of executive compensation tax law, who shall be selected by the Executive and shall be reasonably acceptable to the Company, and whose fees and disbursements shall be paid by the Company.

Severance Benefit. If (i) at any time a. If, during the Coverage Periodperiod commencing on the date of a Change in Control and ending on the last day of the Term, the Executive's employment hereunder is terminated by the Company for any reason reason, other than Cause, death or Disabilitydeath, or disability, or is terminated by the Executive for Good Reason, or (ii) during in the Single Trigger Period, the Executive terminates his employment for any reasonevent of a Constructive Discharge, then, (a) , within five (5) business days after such termination, the Company PEC shall pay to the Executive (or, if the Executive has died before receiving all payments to which the Executive he has become entitled hereunder, hereunder to the beneficiary or estate of the Executive) Executive as described in paragraph 13) the sum of (i) accrued but unpaid salary and accrued but unused vacationpaid time off under the Company's "Paid Time Off Bank" policy for all nonunion employees, if anyeffective January 1, 1997, as in effect on the Effective Date, as amended from time to time or any successor plan, (ii) the amount determined pursuant to paragraph 3(e), and (iiiii) severance pay in a lump sum cash amount equal to three (3) times years of the Executive's Compensation; (b) to the extent not paid or payable under such plans and/or arrangements, the Company shall pay to . If the Executive the present value of the benefits has been employed by PEC or an Affiliate for at least five (calculated assuming the Executive will begin receiving benefits at the earliest retirement date under such plans and/or arrangements, or if later, at the end of the term of this Agreement, based on the actuarial assumptions used for purposes of the qualified defined benefit plan5) that would have accrued, but did not accrue, under the Company's qualified defined benefit retirement plan, the Fall River Gas Company Survivor Benefit Deferred Compensation Agreement, and the excess pension benefit provision in the Employment Agreement and/or any successor or similar plan(s) or arrangements in place and operational on the date of termination and/or the Change in Control, as if (for vesting, benefit accrual, eligibility for early retirement, subsidized early retirement factors, actuarial equivalence, and any other purposes) the Executive had continued years prior to be employed and had continued to participate in such plans and arrangements through the end of the term of this Agreement; it being understood by all parties hereto that payments made under this Agreement and the deemed additional credited service shall not be considered for purposes of determining the actual benefit payable under the terms of such plans and arrangements and shall not be considered part of the relevant payroll records for purposes of such plans and arrangements; and (c) to the extent not already provided under the terms of the Employment Agreement, for a period commencing with the month in which termination of employment, as described in paragraph 3 hereof3.a., the Executive (if the Executive has died before receiving all payment to which he becomes entitled hereunder, the beneficiary or the estate of the Executive as described in paragraph 13) will be paid in cash within ten (10) business days after termination of employment as described in paragraph 3.a., an amount equal to the remainder of (x) the Present Value Amount of the benefits that would have been accrued by the Executive under the PEC Retirement Plan and the PEC SRB, Part A and Part B on the date of termination of employment as described in this paragraph 3.a., determined as if the Executive (i) had received credit for an additional twenty-one (21) years of Benefit Service, and (ii) had commenced participation in the PEC Retirement Plan and PEC SRB as of first date of Executive's actual employment with PESCO, less (y) the Present Value Amount of the benefits accrued by the Executive under the PEC Retirement Plan and the PEC SRB, Part A and Part B on the date of termination of employment as described in this Paragraph 3a. If the Executive has been employed by PEC or an Affiliate for at least one (1) but less than five (5) years at the date of termination of employment as described in paragraph 3.a., then the Executive (if the Executive has died before receiving all payments to which he becomes entitled hereunder, the beneficiary or the estate of the Executive as described in paragraph 13) will be paid cash within ten (10) business days after termination of employment as described in paragraph 3.a., an amount equal to the Present Value Amount of the benefits that would have been accrued by the Executive under the PEC Retirement Plan and PEC SRB, Part A and Part B on the date of termination of employment as described in this paragraph 3.a., determined as if the Executive (i) had commenced participation in the PEC Retirement Plan and PEC SRB as of first date of Executive's actual employment with PESCO, and (ii) had received credit for the number of years of Benefit Service equal to the sum of (x) the number of years that the Executive has been employed by the Company and (y) the product of 20 multiplied by a fraction, the numerator of which is equal to the number of whole months the Executive has been employed by PEC or an Affiliate at the date of termination of employment as described in this paragraph 3.a. and the denominator of which is equal to sixty (60). For purposes of determining the Executive's accrued benefits under the preceding provisions of this paragraph 3.a., such benefits shall be determined as full benefits, without actuarial reduction, as if the Executive qualified for the Rule of Eighty-Five under the PEC Retirement Plan and PEC SRB (regardless of whether the Executive so qualifies). All non-vested Options and SARs awarded to the Executive under the PEC LTIC shall be deemed vested as of the earlier of the date of a Change in Control as defined in this Agreement or Change in Control as defined in the PEC LTIC. The Company shall treat the Executive as employed by the Company for purposes of exercising Stock Options and SARs during the Coverage Period. All non-vested restricted stock awarded to the Executive under the PEC LTIC shall be deemed vested and owned by the Executive as of the earlier of the date of a Change in Control as defined in this Agreement or a Change in Control as defined in the PEC LTIC and such stock shall be delivered to the Executive within five (5) business days after the date of such Change in Control. The Executive's termination of employment with the Company to become an employee of a corporation which directly or indirectly owns one hundred percent (100%) of or which is owned directly or indirectly one hundred percent (100%) by the Company shall not be considered a termination of employment for purposes of this Agreement. The subsequent termination of the Executive's employment from such corporation, without employment at a company that is wholly-owned by such corporation, shall have occurred, and ending be considered a termination of employment for purposes of this Agreement. b. During the later of longer of: (i) the Coverage Period or (ii) the period commencing with the date of the Executive's or termination of employment as described in paragraph 3a and ending on the Executive's spouse's deathlast day of the first month in which the Executive may retire under the PEC Retirement Plan and be eligible to receive a retirement annuity thereunder without actuarial reduction, the Executive, his spouse and any dependents Executive shall continue to be entitled to receive all health and dental care benefits under the Company's welfare benefit plans (within the meaning of Section 3(l3(1) of the Employee Retirement Income Security Act of 1974, as amended), at no cost to as if the Executive and were still employed during such period, at the same level of benefits that the Executive, his spouse and his dependents were receiving or were entitled to receive at the time of termination of employment or, if it would result in greater benefits, at same dollar cost to the date Executive as is available to all of the Change in Control (Company's executives generally and if and to the extent that such equivalent benefits shall not be payable or provided under any Company plansuch plans, the Company shall pay or provide equivalent benefits on an individual basis; provided, however, that PEC's obligations under this paragraph 3.b. shall cease upon the date following the termination of the Executive's employment as described in paragraph 3.a. that the Executive is eligible to receive benefits under welfare benefit plans (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) provided by an employer of the Executive other than the Company. (i) If Independent Tax Counsel shall determine that the aggregate payments made to the Executive pursuant to this Agreement and any other payments to the Executive from the Company which constitute "parachute payments" as defined in Section 280G of the Code (or any successor provision thereto) ("Parachute Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount calculated at the highest marginal tax rate applicable to the Executive for the tax year in which such payments were paid to the Executive (determined by Independent Tax Counsel) such that after payment by the Executive of all federal, state and other taxes (including any Excise Tax) imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, the Executive retains from the Gross-Up Payment an amount equal to the Excise Tax imposed upon the payments. For purposes of this paragraph 3.c., "Independent Tax Counsel" shall mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm, with expertise in the area of executive compensation tax law, who shall be selected by the Executive and shall be reasonably acceptable to PEC, and whose fees and disbursements shall be paid by PEC.

Severance Benefit. If (i) at any time a. If, during the Coverage Periodperiod commencing on the date of a Change in Control and ending on the last day of the Term, the Executive's employment hereunder is terminated by the Company for any reason reason, other than Cause, death or Disabilitydeath, or disability, or is terminated by the Executive for Good Reason, or (ii) during in the Single Trigger Period, the Executive terminates his employment for any reasonevent of a Constructive Discharge, then, (a) , within five (5) business days after such termination, the Company PEC shall pay to the Executive (or, if the Executive has died before receiving all payments to which the Executive he has become entitled hereunder, to the beneficiary or estate of the Executive)Executive as described in paragraph 13) the sum of: (i) accrued but unpaid salary and accrued but unused vacationpaid time off for nonunion employees under the Paid Time Off Bank as in effect on the Effective Date, if anyas amended from time to time or any successor plan, and (ii) severance pay in a lump sum cash amount equal to three (3) times years of the Executive's Compensation; (b) to the extent not paid or payable under such plans and/or arrangements, the Company shall pay to . If the Executive the present value of the benefits has been employed by PEC or an Affiliate for at least five (calculated assuming the Executive will begin receiving benefits at the earliest retirement date under such plans and/or arrangements, or if later, at the end of the term of this Agreement, based on the actuarial assumptions used for purposes of the qualified defined benefit plan5) that would have accrued, but did not accrue, under the Company's qualified defined benefit retirement plan, the Fall River Gas Company Survivor Benefit Deferred Compensation Agreement, and the excess pension benefit provision in the Employment Agreement and/or any successor or similar plan(s) or arrangements in place and operational on the date of termination and/or the Change in Control, as if (for vesting, benefit accrual, eligibility for early retirement, subsidized early retirement factors, actuarial equivalence, and any other purposes) the Executive had continued years prior to be employed and had continued to participate in such plans and arrangements through the end of the term of this Agreement; it being understood by all parties hereto that payments made under this Agreement and the deemed additional credited service shall not be considered for purposes of determining the actual benefit payable under the terms of such plans and arrangements and shall not be considered part of the relevant payroll records for purposes of such plans and arrangements; and (c) to the extent not already provided under the terms of the Employment Agreement, for a period commencing with the month in which termination of employment, as described in this paragraph 3 hereof3.a., the Executive (or, if the Executive has died before receiving all payments to which he becomes entitled hereunder, the beneficiary or the estate of the Executive as described in paragraph 13) will be paid in cash within ten (10) business days after termination of employment as described in this paragraph 3.a., an amount equal to the remainder of (x) the value of the benefits that would have been accrued by the Executive under the PEC Retirement Plan and the PEC SRB on the date of termination of employment as described in this paragraph 3.a., determined as if the Executive (i) had received credit for an additional twenty-one (21) years of Benefit Service, and (ii) had commenced participation in the PEC Retirement Plan and PEC SRB as of first date of Executive's actual employment with PESCO, less (y) the value of the benefits accrued by the Executive under the PEC Retirement Plan on the date of termination of employment as described in this Paragraph 3a. If the Executive has been employed by PEC or an Affiliate for at least one (1) but less than five (5) years at the date of termination of employment as described in paragraph 3.a., then the Executive (or, if the Executive has died before receiving all payments to which he becomes entitled hereunder, the beneficiary or the estate of the Executive as described in paragraph 13) will be paid in cash within ten (10) business days after termination of employment as described in paragraph 3.a., an amount equal to the value of the benefits that would have been accrued by the Executive under the PEC Retirement Plan and PEC SRB on the date of termination of employment as described in this paragraph 3.a., determined as if the Executive (i) had commenced participation in the PEC Retirement Plan and PEC SRB as of first date of Executive's actual employment with PESCO, and (ii) had received credit for the number of years of Benefit Service equal to the sum of (x) the number of years that the Executive has been employed by the Company and (y) the product of 20 multiplied by a fraction, the numerator of which is equal to the number of whole months the Executive has been employed by PEC or an Affiliate at the date of termination of employment as described in this paragraph 3.a. and the denominator of which is equal to sixty (60). For purposes of determining the value of the benefits that would have been accrued by the Executive under the preceding provisions of this paragraph 3.a. (both in the event Executive has been employee for less than 5 years or more than 5 years), such benefits shall be determined based on the provisions of Article IV of the PEC Retirement Plan ("Article IV Accrued Benefit") or Article XI of the PEC Retirement Plan, whichever produces the higher amount of benefits. For the purpose of determining Executive's Article IV Accrued Benefit, such benefit shall be determined as full benefits, without actuarial reduction, as if the Executive qualified for the Rule of Eighty-Five under the PEC Retirement Plan and PEC SRB (regardless of whether the Executive so qualifies). Any payment of the Executive's vested accrued benefit under the PEC SRB pursuant to this paragraph 3.a. shall be in lieu of any payment under the PEC SRB itself and once paid pursuant to this Agreement, the Executive shall have no further claim to payment under the PEC SRB. In the event of a change in control as defined under the PEC LTIC, any non-vested restricted stock awarded to the Executive under the PEC LTIC shall be deemed vested and owned by the Executive in accordance with the provisions of the PEC LTIC. In the event of a change in control, as defined in the 2004 Plan, any award under the Long-Term Plan and any Award Opportunity under the Short-Term Plan shall be distributed or paid in accordance with the respective provisions of such plans. The Executive's termination of employment with the Company to become an employee of a corporation which directly or indirectly owns one hundred percent (100%) of or which is owned directly or indirectly one hundred percent (100%) by the Company shall not be considered a termination of employment for purposes of this Agreement, provided that such termination and subsequent employment is not a Constructive Discharge. The subsequent termination of the Executive's employment from such corporation, without employment at a company that is wholly-owned by such corporation, shall have occurred, and ending be considered a termination of employment for purposes of this Agreement. b. During the later of longer of: (i) the Coverage Period or (ii) the period commencing with the date of the Executive's or termination of employment as described in paragraph 3a and ending on the Executive's spouse's deathdate the Executive is sixty-five (65) years of age, the Executive, his spouse and any dependents Executive shall continue to be entitled to receive all health and dental care benefits under the Company's welfare benefit plans (within the meaning of Section 3(l3(1) of the Employee Retirement Income Security Act of 1974, as amended), at no cost to as if the Executive and were still employed during such period, at the same level of benefits that the Executive, his spouse and his dependents were receiving or were entitled to receive at the time of termination of employment or, if it would result in greater benefits, at same dollar cost to the date Executive as is available to all of the Change in Control (Company's executives generally and if and to the extent that such equivalent benefits shall not be payable or provided under any Company plansuch plans, the Company shall pay or provide equivalent benefits on an individual basis; provided, however, that PEC's obligations under this paragraph 3.b. shall cease upon the date following the termination of the Executive's employment as described in paragraph 3.a. that the Executive is eligible to receive benefits under welfare benefit plans (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended) provided by an employer of the Executive other than the Company. (i) If Independent Tax Counsel shall determine that the aggregate payments made to the Executive pursuant to this Agreement and any other payments to the Executive from the Company which constitute "parachute payments" as defined in Section 280G of the Code (or any successor provision thereto) ("Parachute Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount calculated at the highest marginal tax rate applicable to the Executive for the tax year in which such payments were paid to the Executive (determined by Independent Tax Counsel) such that after payment by the Executive of all federal, state and other taxes (including any Excise Tax) imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, the Executive retains from the Gross-Up Payment an amount equal to the Excise Tax imposed upon the payments. For purposes of this paragraph 3.c., "Independent Tax Counsel" shall mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm, with expertise in the area of executive compensation tax law, who shall be selected by the Executive and shall be reasonably acceptable to PEC, and whose fees and disbursements shall be paid by PEC.