Common use of Severance Payment to Employee Clause in Contracts

Severance Payment to Employee. (a) Upon fulfilling the eligibility requirements set forth in Paragraph 1 hereof, the Company shall pay to Employee an amount equal to Seven Hundred Eighty-Nine Thousand Four Hundred Dollars and No Cents ($789,400.00) as soon as practicable following the Separation Date. In the event of a Southern Change in Control or a Subsidiary Change in Control affecting Employee as defined in the Southern Company Change in Control Benefit Plan Determination Policy, any unpaid amount described in this Paragraph 2(a) shall be paid in a lump sum as soon as practicable after the occurrence of such an event. The lump sum shall be equal to the present value of any such unpaid amount based on an effective interest rate of 7.5% per annum (0.6045% per month). In the event Employee dies before receiving payment of the amount described in this Paragraph 2(a) hereof, such amount shall be paid to Employee's spouse, if living, or if not, to the Employee's estate. In accordance with Paragraph 20, Employee shall be responsible for all state and federal income taxes and his share of FICA taxes owed on the foregoing amount, and Company shall make appropriate withholding of these amounts. (b) Notwithstanding the foregoing, in the event Employee engages in Misconduct, as defined below, before or after Employee's Separation Date but prior to receiving the payment described in Paragraph 2(a) above, Company may not make the payment to Employee under this Paragraph 2, and Company shall have no further obligations with respect to any amounts under this Agreement. For purposes of this Paragraph 2(b), "Misconduct" shall mean (i) the final conviction of any felony, or (ii) the carrying out of any activity or the making of any public statement which materially diminishes or materially and untruthfully brings Southern into contempt, ridicule or materially and reasonably shocks or offends the community in which the Southern affiliate is located.

Severance Payment to Employee. (a) Upon fulfilling On the eligibility requirements set forth in Paragraph first day of the first month following both the Employee's Termination Date and the effective date of the Release attached hereto as Exhibit 1 hereof(such effective date being no earlier than Employee's last day of employment), the Company shall pay to Employee an amount equal to Seven Three Hundred EightySeventy-Nine Five Thousand Four Hundred Dollars and No Cents ($789,400.00) as soon as practicable following the Separation Date. In the event of a Southern Change in Control or a Subsidiary Change in Control affecting Employee as defined in the Southern Company Change in Control Benefit Plan Determination Policy, any unpaid amount described in this Paragraph 2(a) shall be paid in a lump sum as soon as practicable after the occurrence of such an event. The lump sum shall be equal to the present value of any such unpaid amount based on an effective interest rate of 7.5% per annum (0.6045% per month375,000.00). In the event Employee dies before receiving payment of the amount described in this Paragraph 2(a) hereof, such amount shall be paid to Employee's spouse, if living, or if not, to the Employee's estate. In accordance with Paragraph 2021, Employee shall be responsible for all state and federal income taxes and his share of FICA taxes owed on the foregoing amount, and Company shall make appropriate withholding of these amounts. (1) In exchange for Employee's agreement to forego any eligibility for payment in March 2005, under the Company's 2004 Performance Pay Plan (PPP), Employee will be eligible to receive a Supplemental Termination Payment ("STP") up to what he otherwise would have been eligible for under PPP. The decision to pay the STP at all, and the amount of the STP, will be within the sole discretion of the President of Mississippi Power Company. The STP will be subject to the same payment conditions set forth in Paragraph 2(a), except that the STP will be paid, if at all, no later than March 30, 2005. (b) Notwithstanding the foregoing, in the event Employee engages in Misconduct, as defined below, before or after Employee's Separation Termination Date but prior to receiving the payment described in Paragraph 2(a) above, Company may not make the payment to Employee under this Paragraph 2, and Company shall have no further obligations with respect to any amounts under this Agreement. For purposes of this Paragraph 2(b), "Misconduct" shall mean (i) the final conviction of any felony, or (ii) the carrying out of any activity or the making of any public statement which materially diminishes or materially and untruthfully brings the Southern Company or any of its affiliates or subsidiaries into contempt, ridicule or materially and reasonably shocks or offends the community in which the Southern Company or its affiliate or subsidiary is located, or (iii) a material breach of any of his obligations under this Agreement.

Severance Payment to Employee. (a) Upon fulfilling On the eligibility requirements set forth in Paragraph first day of the first month following both the Employee's Termination Date and the effective date of the Release attached hereto as Exhibit 1 hereof(such effective date being no earlier than Employee's Termination Date), the Company shall pay to Employee an amount equal to Seven Hundred EightyTwenty-Nine Five Thousand Four Hundred Dollars and No Cents ($789,400.00) as soon as practicable following the Separation Date725,000.00). In the event of a Southern Change in Control or a Subsidiary Change in Control affecting Employee as defined in the Southern Company Change in Control Benefit Plan Determination Policy, any unpaid amount described in this Paragraph 2(a) shall be paid in a lump sum as soon as practicable after the occurrence of such an event. The lump sum shall be equal to the present value of any such unpaid amount based on an effective interest rate of 7.5% per annum (0.6045% per month). In the event Employee dies before receiving payment of the amount described in this Paragraph 2(a) hereof, such amount shall be paid to Employee's spouse, if living, or if not, to the Employee's estate. In accordance with Paragraph 2021, Employee shall be responsible for all state and federal income taxes and his share of FICA taxes owed on the foregoing amount, and Company shall make appropriate withholding of these amounts. (b) Notwithstanding the foregoing, in the event Employee engages in Misconduct, as defined below, before or after Employee's Separation Termination Date but prior to receiving the payment described in Paragraph 2(a) above, Company may not make the payment to Employee under this Paragraph 2, and Company shall have no further obligations with respect to any amounts under this Agreement. For purposes of this Paragraph 2(b), "Misconduct" shall mean (i) the final conviction of any felony, or (ii) the carrying out of any activity or the making of any public statement which materially diminishes or materially and untruthfully brings the Southern Company or any of its affiliates or subsidiaries into contempt, ridicule or materially and reasonably shocks or offends the community in which the Southern Company or its affiliate or subsidiary is located, or (iii) a material breach of any of his obligations under this Agreement.

Severance Payment to Employee. (a) Upon fulfilling the eligibility requirements set forth in Paragraph 1 hereof, the Company shall pay to Employee an amount equal to Seven Hundred Eighty-Nine Thousand Four Hundred Dollars and No Cents ($789,400.00) as soon as practicable following the Separation Date. In the event of a Southern Change in Control or a Subsidiary Change in Control affecting Employee as defined in the Southern Company Change in Control Benefit Plan Determination Policy, any unpaid 2 <PAGE> amount described in this Paragraph 2(a) shall be paid in a lump sum as soon as practicable after the occurrence of such an event. The lump sum shall be equal to the present value of any such unpaid amount based on an effective interest rate of 7.5% per annum (0.6045% per month). In the event Employee dies before receiving payment of the amount described in this Paragraph 2(a) hereof, such amount shall be paid to Employee's spouse, if living, or if not, to the Employee's estate. In accordance with Paragraph 20, Employee shall be responsible for all state and federal income taxes and his share of FICA taxes owed on the foregoing amount, and Company shall make appropriate withholding of these amounts. (b) Notwithstanding the foregoing, in the event Employee engages in Misconduct, as defined below, before or after Employee's Separation Date but prior to receiving the payment described in Paragraph 2(a) above, Company may not make the payment to Employee under this Paragraph 2, and Company shall have no further obligations with respect to any amounts under this Agreement. For purposes of this Paragraph 2(b), "Misconduct" shall mean (i) the final conviction of any felony, or (ii) the carrying out of any activity or the making of any public statement which materially diminishes or materially and untruthfully brings Southern into contempt, ridicule or materially and reasonably shocks or offends the community in which the Southern affiliate is located.