EXHIBIT 10.2
AMENDMENT TO SEVERANCE AGREEMENT
This AMENDMENT TO SEVERANCE AGREEMENT is made and effective as
of the 1st day of May 2003, by and between RELIANT RESOURCES, INC., a Delaware
corporation having its principal place of business in Houston, Xxxxxx County,
Texas (the "Company"), and Xxxx Xxxx Xxxxx, an individual currently residing in
Houston, Xxxxxx County, Texas ("Executive").
WHEREAS, Executive was employed by the Company as a senior
vice president, general counsel and corporate secretary; and
WHEREAS, Executive will retire as a senior vice president,
general counsel and corporate secretary from the Company and all of his other
positions with the Company and its affiliates, effective as of May 1, 2003; and
WHEREAS, the Company and the Executive have previously entered
into that certain Severance Agreement, effective as of January 14,2003 (the
"Agreement"); and
WHEREAS, the Company considers it in the best interest of the
stockholders to amend certain provisions of the Agreement;
NOW, THEREFORE, the Company and Executive have entered into
this amendment to the Agreement, effective as of May 1, 2003, as follows:
1. The definition of "Covered Termination" in Section 1
of the Agreement is hereby amended to add the following sentence to the end
thereof:
"Furthermore, notwithstanding the foregoing, a Covered Termination
shall also include Executive's voluntary retirement with the Company on
May 1, 2003."
2. Section 2(b) of the Agreement is hereby amended in
its entirety to read as follows:
"(b) PRO RATED BONUS: Executive will receive an amount
equal to the product of (1) the Salary and (2) 65%, with the product of
(1) and (2) prorated based on the number of days Executive was employed
during the bonus year in which his employment terminated, with such
amount being equal to $96,164. Such bonus shall be paid within 15 days
after the expiration of the Waiver and Release revocation period."
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3. Section 2(c) of the Agreement is hereby amended to
add the following sentence to the end thereof:
"The foregoing notwithstanding, with respect to medical,
dental and vision coverage for Executive and his eligible dependents, Executive
may elect to participate in the Company's retiree medical, dental and vision
plan in which event (i) Executive shall pay premiums at the active employee
rate, as in effect from time to time, until age 65, and (ii) the Company will
cause such coverage for Executive and his eligible dependents to be maintained
at a cost to Executive equal to the active employee rate until Executive attains
age 65, and (iii) upon attaining age 65, Executive and his eligible dependents
will continue to be eligible to participate in the retiree medical, dental and
vision plan, if any, at retiree rates as then in effect for other retirees."
4. Section 2(e) of the Agreement is hereby amended in
its entirety to read as follows:
"(e) FINANCIAL PLANNING: Continued access, ' for the
remainder of the calendar year 2003, to financial planning services up
to a maximum direct cost to the Company of $25,000."
5. Section 2 of the Agreement is hereby amended to add
the following paragraphs: "
(f) MISCELLANEOUS PERSONAL COMPUTER AND ELECTRONIC
EQUIPMENT: Executive is entitled to keep, and the Company hereby
transfers ownership of, Executive's Company-provided Dell computer and
all related equipment, including Executive's old Compaq computer, as
well as Executive's Blackberry, Palm Pilot and home fax machine now in
his possession.
(g) TRANSITION COSTS: Company shall reimburse Executive
for all costs related to Executive's use of his Blackberry and cell
phone through May 31, 2003. Company shall also continue to reimburse
Executive for Executive's Coronado Club dues through the month of May
2003.
6. The Agreement is hereby amended to add Section 18
thereto, as follows:
"18. SPLIT-DOLLAR LIFE INSURANCE: Executive will have the
right to elect to purchase the split-dollar life insurance policy currently
maintained by the Company on his life in accordance with the terms and
conditions of such split-dollar arrangement at the greater of (a) the cash
surrender value of the policy or (b) the total premiums paid by the Company with
respect to the policy as of his termination date. The foregoing right shall
expire, terminate and be of no further force and effect if Executive fails to
exercise such right prior to the date payment of the annual policy premium is
due, October 1, 2003, and the policy will be terminated by the
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Company as of such date. The Company agrees not to terminate the split-dollar
life insurance policy prior to October 1, 2003."
7. The Agreement is hereby amended to add Section 19
thereto, as follows:
"19. D&O INSURANCE AND INDEMNIFICATION RIGHTS: The Company
will continue to maintain in effect as to Executive (a) any rights to
indemnification and contribution afforded under the Company's charter and bylaws
provisions and provisions of any other indemnification agreement currently in
effect that apply to Executive's services to the Company, and (b) for a period
of six years after Executive's termination date, coverage under directors' and
officers' liability insurance policies that, by their terms, apply to
Executive's acts and omissions while serving the Company in the same amount(s)
and to the same extent as such coverage is maintained for the directors and
officers of the Company. Executive agrees to sign an agreement, in the form
attached hereto, to repay all sums advanced by the Company in connection with
its indemnification obligations in the event it is ultimately determined that
Executive is not entitled to be indemnified by the Company-in accordance with
the Company's Bylaws and Delaware Corporation Law."
8. The Agreement is hereby amended to add Section 20
thereto, as follows:
"20. SECURITY: The Company agrees to continue to provide
Executive security monitoring of Executive's primary residence located in Xxxxxx
County, Texas, under the Company's existing security monitoring program and
policies as in force from time to time, until Executive attains age 65, and
thereafter at the incremental cost to the Company of installing, maintaining,
monitoring and otherwise providing security service. Such service shall be of
the same kind and quality as afforded to company senior executives. Should such
service be discontinued to all Company executives, the Company shall have no
further obligation to Executive under this Section 20."
9. The Company will pay all reasonable legal, accounting
and financial expenses incurred by Executive in the negotiation of this
amendment to the Agreement.
10. Except as otherwise expressly provided in this
amendment to the Agreement to the contrary, and without duplication of benefits,
Executive shall be entitled to the benefits as provided under the terms of the
Agreement, and all terms, conditions, and restrictions set forth in the
Agreement, including, but not limited to, the Waiver and Release requirement,
shall continue in full force and effect and shall apply with respect to this
amendment.
11. This amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
amendment to the Agreement to be executed as of the date set forth below, but
effective as of May 1, 2003.
RELIANT RESOURCES, INC.
By: -s- Xxxx X. Staff
---------------------
Name: Xxxx X. Staff
Title: CEO
Signature Date: 7/25/03
EXECUTIVE
-s- Xxxx Xxxx Xxxxx
--------------------
Xxxx Xxxx Xxxxx
Signature Date: 7/24/03
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