EXHIBIT 10.6
EXECUTIVE EMPLOYMENT
AND SEVERANCE AGREEMENT
By and Between
WPS RESOURCES CORPORATION
and
_________________________
Dated as of May 2, 1997
Table of Contents
Section Page
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1. Definitions . . . . . . . . . . . . . . . . . . . . . . . 2
(a) Act. . . . . . . . . . . . . . . . . . . . . . . . . 2
(b) Affiliate and Associate. . . . . . . . . . . . . . . 2
(c) Beneficial Owner . . . . . . . . . . . . . . . . . . 3
(d) Cause. . . . . . . . . . . . . . . . . . . . . . . . 4
(e) Change in Control of the Company . . . . . . . . . . 5
(f) Code . . . . . . . . . . . . . . . . . . . . . . . . 6
(g) Continuing Director. . . . . . . . . . . . . . . . . 6
(h) Covered Termination. . . . . . . . . . . . . . . . . 6
(i) Employment Period. . . . . . . . . . . . . . . . . . 6
(j) Good Reason. . . . . . . . . . . . . . . . . . . . . 7
(k) Normal Retirement Date . . . . . . . . . . . . . . . 8
(l) Person . . . . . . . . . . . . . . . . . . . . . . . 8
(m) Termination Date . . . . . . . . . . . . . . . . . . 8
2. Termination or Cancellation Prior to Change In Control. . 11
3. Employment Period . . . . . . . . . . . . . . . . . . . . 12
4. Duties. . . . . . . . . . . . . . . . . . . . . . . . . . 13
5. Compensation. . . . . . . . . . . . . . . . . . . . . . . 13
6. Annual Compensation Adjustments . . . . . . . . . . . . . 16
7. Termination For Cause or Without Good Reason. . . . . . . 17
8. Termination Giving Rise to a Termination Payment. . . . . 17
9. Payments Upon Termination . . . . . . . . . . . . . . . . 18
(a) Accrued Benefits . . . . . . . . . . . . . . . . . . 18
(b) Termination Payment. . . . . . . . . . . . . . . . . 19
10. Death . . . . . . . . . . . . . . . . . . . . . . . . . . 24
11. Retirement. . . . . . . . . . . . . . . . . . . . . . . . 24
12. Termination for Disability. . . . . . . . . . . . . . . . 24
13. Termination Notice and Procedure. . . . . . . . . . . . . 25
14. Further Obligations of the Executive. . . . . . . . . . . 26
(a) Competition. . . . . . . . . . . . . . . . . . . . . 26
(b) Confidentiality. . . . . . . . . . . . . . . . . . . 27
15. Expenses and Interest . . . . . . . . . . . . . . . . . . 27
16. Payment Obligations Absolute. . . . . . . . . . . . . . . 28
17. Successors. . . . . . . . . . . . . . . . . . . . . . . . 28
18. Severability. . . . . . . . . . . . . . . . . . . . . . . 30
19. Amendment . . . . . . . . . . . . . . . . . . . . . . . . 30
20. Withholding . . . . . . . . . . . . . . . . . . . . . . . 30
21. Certain Rules of Construction . . . . . . . . . . . . . . 30
22. Governing Law; Resolution of Disputes . . . . . . . . . . 31
23. Notice. . . . . . . . . . . . . . . . . . . . . . . . . . 31
24. No Waiver . . . . . . . . . . . . . . . . . . . . . . . . 32
25. Headings. . . . . . . . . . . . . . . . . . . . . . . . . 32
26. Appendix A. . . . . . . . . . . . . . . . . . . . . . . . 32
Appendix A --
Sections 280G and 4999 of the Internal Revenue
Code of 1986 as of September 15, 1996
[Appended for informational purposes only.]
PAGE
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT
--------------------------------------------
THIS AGREEMENT, made and entered into as of the 2nd day
of May, 1997, by and between WPS Resources Corporation, a Wisconsin
corporation (hereinafter referred to as the "Company"), and
_____________________ (hereinafter referred to as "Executive").
W I T N E S S E T H
WHEREAS, the Executive is employed by the Company and/or
a subsidiary of the Company (the "Employer") in a key executive
capacity and the Executive's services are valuable to the conduct
of the business of the Company;
WHEREAS, the Executive possesses intimate knowledge of
the business and affairs of the Company and has acquired certain
confidential information and data with respect to the Company;
WHEREAS, the Company desires to insure, insofar as
possible, that it will continue to have the benefit of the
Executive's services and to protect its confidential information
and goodwill;
WHEREAS, the Company recognizes that circumstances may
arise in which a change in control of the Company occurs, through
acquisition or otherwise, thereby causing current uncertainty about
the Executive's future employment with the Employer without regard
to the Executive's competence or past contributions, which
uncertainty may result in the loss of valuable services of the
Executive to the detriment of the Company and its shareholders,
even if such a change in control never does in fact occur, and the
Company and the Executive wish to provide reasonable security to
the Executive against changes in the Executive's relationship with
the Company in the event of certain changes in control;
WHEREAS, the Company and the Executive are desirous that
any proposal for a change in control or acquisition of the Company
will be considered by the Executive objectively and with reference
only to the best interests of the Company and its shareholders; and
WHEREAS, the Executive will be in a better position to
consider the Company's best interests if the Executive is afforded
reasonable security, as provided in this Agreement, against altered
conditions of employment which could result from any such change in
control or acquisition.
NOW, THEREFORE, in consideration of the foregoing and of
the mutual covenants and agreements hereinafter set forth, the
parties hereto mutually covenant and agree as follows:
1. Definitions.
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(a) Act. For purposes of this Agreement, the term "Act"
---
means the Securities Exchange Act of 1934, as amended.
(b) Affiliate and Associate. An "Affiliate" of, or a
-----------------------
person "affiliated" with, a specified person, is a person that
directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the
person specified and the term "Associate" used to indicate a
relationship with any person, means (1) any corporation or
organization (other than the registrant or a majority-owned
subsidiary of the registrant) of which such person is an officer or
partner or is, directly or indirectly, the beneficial owner of 10
percent or more of any class of equity securities, (2) any trust or
other estate in which such person has a substantial beneficial
interest or as to which such person serves as trustee or in a
similar
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fiduciary capacity, and (3) any relative or spouse of such
person, or any relative of such spouse, who has the same home as
such person or who is a director or officer of the registrant or
any of its parents or subsidiaries.
(c) Beneficial Owner. For purposes of this Agreement,
----------------
a Person shall be deemed to be the "Beneficial Owner" of any
securities:
(i) which such Person or any of such Person's
Affiliates or Associates has the right to acquire
(whether such right is exercisable immediately or only
after the passage of time) pursuant to any agreement,
arrangement or understanding, or upon the exercise of
conversion rights, exchange rights, rights, warrants or
options, or otherwise; provided, however, that a Person
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shall not be deemed the Beneficial Owner of, or to
beneficially own, (A) securities tendered pursuant to a
tender or exchange offer made by or on behalf of such
Person or any of such Person's Affiliates or Associates
until such tendered securities are accepted for purchase
or (B) securities issuable upon exercise of Rights
pursuant to the terms of the Company's Rights Agreement
with Firstar Trust Company, dated as of December 12,
1996, as amended from time to time (or any successor to
such Rights Agreement) at any time before the issuance of
such securities;
(ii) which such Person or any of such Person's
Affiliates or Associates, directly or indirectly, has the
right to vote or dispose of or has "beneficial ownership"
of (as determined pursuant to Rule 13d-3 of the General
Rules and Regulations under the Act), including pursuant
to any agreement, arrangement or understanding; provided,
--------
however, that a Person shall not be deemed the Beneficial
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Owner of, or to beneficially own, any security under this
subparagraph (ii) as a result of an agreement,
arrangement or understanding to vote such security if the
agreement, arrangement or understanding: (A) arises
solely from a revocable proxy or consent given to such
Person in response to a public proxy or consent
solicitation made pursuant to, and in accordance with,
the applicable rules and regulations under the Act and
(B) is not also then reportable on a Schedule 13D under
the Act (or any comparable or successor report); or
(iii) which are beneficially owned, directly or
indirectly, by any other Person with which such Person or
any of such Person's Affiliates or Associates has any
agreement, arrangement or understanding for the purpose
of acquiring, holding, voting (except pursuant to a
revocable proxy as described in Subsection 1(c) (ii)
above) or disposing of any voting securities of the
Company.
(d) Cause. "Cause" for termination by the Company of
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the Executive's employment in connection with a Change of Control
of the Company shall, for purposes of this Agreement, be limited to
(i) the engaging by the Executive in intentional conduct not taken
in good faith which has caused demonstrable and serious financial
injury to the Company, as evidenced by a determination in a binding
and final judgment, order or decree of a court or administrative
agency of competent jurisdiction, in effect after exhaustion or
lapse of all rights of appeal, in an action, suit or proceeding,
whether civil, criminal, administrative or investigative; (ii)
conviction of a felony (as evidenced by binding and final judgment,
order or decree of a court of competent jurisdiction, in effect
after exhaustion of all rights of appeal) which substantially
impairs the Executive's ability to perform his duties or
responsibilities; and (iii) continuing willful
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and unreasonable refusal by the Executive to perform the
Executive's duties or responsibilities (unless significantly
changed without the Executive's consent).
(e) Change in Control of the Company. For purposes of
--------------------------------
this Agreement, a Change in Control of the Company shall be deemed
to have occurred if:
(i) any Person (other than any employee benefit plan
of the Company or of any subsidiary of the Company, any
Person organized, appointed or established pursuant to
the terms of any such benefit plan or any trustee,
administrator or fiduciary of such a plan) is or becomes
the Beneficial Owner of securities of the Company
representing at least 30% of the combined voting power of
the Company's then outstanding securities;
(ii) one-half or more of the members of the Board
are not Continuing Directors;
(iii) there shall be consummated any merger,
consolidation, or reorganization of the Company with any
other corporation as a result of which less than 50% of
the outstanding voting securities of the surviving or
resulting entity are owned by the former shareholders of
the Company other than a shareholder who is an Affiliate
or Associate of any party to such consolidation or
merger;
(iv) there shall be consummated (x) any merger of
the Company or share exchange involving the Company in
which the Company is not the continuing or surviving
corporation other than a merger of the Company in which
each of the holders of the Company's Common Stock
immediately prior to the merger have the
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same proportionate ownership of common stock of the
surviving corporation immediately after the merger;
(v) there shall be consummated any sale, lease,
exchange or other transfer (in one transaction or a
series of related transactions) of all, or substantially
all, of the assets of the Company to a Person which is
not a wholly owned subsidiary of the Company; or
(vi) the shareholders of the Company approve any
plan or proposal for the liquidation or dissolution of
the Company.
(f) Code. For purposes of this Agreement, the term
----
"Code" means the Internal Revenue Code of 1986, including any
amendments thereto or successor tax codes thereof.
(g) Continuing Director. For purposes of this
-------------------
Agreement, the term "Continuing Director" means (i) any member of
the Board of Directors of the Company who was a member of such
Board on May 1, 1997, (ii) any successor of a Continuing Director
who is recommended to succeed a Continuing Director by a majority
of the Continuing Directors then on such Board and (iii) additional
directors elected by a majority of the Continuing Directors then on
such Board.
(h) Covered Termination. Subject to Section 2(b)
-------------------
hereof, for purposes of this Agreement, the term "Covered
Termination" means any termination of the Executive's employment
where the Termination Date is any date prior to the end of the
Employment Period.
(i) Employment Period. For purposes of this Agreement,
-----------------
the term "Employment Period" means a period commencing on the date
of a Change in Control of the Company, and ending at 11:59 p.m.
Central Time on the earlier of the third anniversary of such date
or the Executive's Normal Retirement Date.
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(j) Good Reason. For purposes of this Agreement, the
-----------
Executive shall have a "Good Reason" for termination of employment
in connection with a Change in Control of the Company in the event
of:
(i) any breach of this Agreement by the Company,
including specifically any breach by the Company of its
agreements contained in Sections 4, 5 or 6 hereof;
(ii) the removal of the Executive from, or any
failure to reelect or reappoint the Executive to, any of
the positions held with the Company or the Employer on
the date of the Change in Control of the Company or any
other positions with the Company or the Employer to which
the Executive shall thereafter be elected, appointed or
assigned, except in the event that such removal or
failure to reelect or reappoint relates to the
termination by the Company of the Executive's employment
for Cause or by reason of disability pursuant to Section
12 hereof;
(iii) a good faith determination by the Executive
that there has been a significant adverse change, without
the Executive's written consent, in the Executive's
working conditions or status with the Company or the
Employer from such working conditions or status in effect
during the 180-day period immediately prior to the Change
in Control of the Company, including but not limited to
(A) a significant change in the nature or scope of the
Executive's authority, powers, functions, duties or
responsibilities, or (B) a significant reduction in the
level of support services, staff, secretarial and other
assistance, office space and accoutrements; or
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(iv) failure by the Company to obtain the agreement
referred to in Section 17(a) hereof as provided therein.
(k) Normal Retirement Date. For purposes of this
----------------------
Agreement, the term "Normal Retirement Date" means the earlier of
(i) "Normal Retirement Date" as defined in the Wisconsin Public
Service Corporation Administrative Employees' Retirement Plan, or
any successor plan, as in effect on the date of the Change in
Control of the Company or (ii) such earlier retirement date chosen
by the Executive prior to the commencement of the Employment
Period.
(l) Person. For purposes of this Agreement, the term
------
"Person" shall mean any individual, firm, partnership, corporation
or other entity, including any successor (by merger or otherwise)
of such entity, or a group of any of the foregoing acting in
concert.
(m) Termination Date. For purposes of this Agreement,
----------------
except as otherwise provided in Section 10(b) and Section 17(a)
hereof, the term "Termination Date" means (i) if the Executive's
employment is terminated by the Executive's death, the date of
death; (ii) if the Executive's employment is terminated by reason
of voluntary early retirement, as agreed in writing by the Company
and the Executive, the date of such early retirement which is set
forth in such written agreement; (iii) if the Executive's
employment is terminated for purposes of this Agreement by reason
of disability pursuant to Section 12 hereof, the earlier of thirty
days after the Notice of Termination is given or one day prior to
the end of the Employment Period; (iv) if the Executive's
employment is terminated by the Executive voluntarily (other than
for Good Reason), the date the Notice of Termination is given; and
(v) if the Executive's employment is terminated by the Company
(other than by reason of disability pursuant to Section 12 hereof)
or
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by the Executive for Good Reason, the earlier of thirty days
after the Notice of Termination is given or one day prior to the
end of the Employment Period. Notwithstanding the foregoing,
(A) If termination is for Cause pursuant to Section
1(f)(iii) of this Agreement and if the Executive has cured the
conduct constituting such Cause as described by the Company in its
Notice of Termination within such thirty day or shorter period,
then the Executive's employment hereunder shall continue as if the
Company had not delivered its Notice of Termination.
(B) If the Company (or the Employer) shall give a Notice
of Termination for Cause or by reason of disability and the
Executive in good faith notifies the Company that a dispute exists
concerning the termination within the fifteen day period following
receipt thereof, then the Executive may elect to continue his
employment during such dispute, and the Termination Date shall be
determined under this paragraph. If the Executive so elects and it
is thereafter determined that Cause or disability (as the case may
be) did exist, the Termination Date shall be the earlier of (1) the
date on which the dispute is finally determined, either (x) by
mutual written agreement of the parties or (y) in accordance with
Section 22 hereof, (2) the date of the Executive's death, or (3)
one day prior to the end of the Employment Period. If the
Executive so elects and it is thereafter determined that Cause or
disability (as the case may be) did not exist, then the employment
of the Executive hereunder shall continue after such determination
as if the Company (of the Employer) had not delivered its Notice of
Termination and there shall be no Termination Date arising out of
such Notice. In either case, this Agreement continues, until the
Termination Date, if any, as if the Company (or the Employer) had
not delivered the Notice of Termination except that, if it is
finally determined that the Company (or the Employer) properly
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terminated the Executive for the reason asserted in the Notice of
Termination, the Executive shall in no case be entitled to a
Termination Payment (as hereinafter defined) arising out of events
occurring after the Company delivered its Notice of Termination.
(C) If the Executive shall in good faith give a Notice
of Termination for Good Reason and the Company (or the Employer)
notifies the Executive that a dispute exists concerning the
termination within the fifteen day period following receipt
thereof, then the Executive may elect to continue his employment
during such dispute and the Termination Date shall be determined
under this paragraph. If the Executive so elects and it is
thereafter determined that Good Reason did exist, the Termination
Date shall be the earliest of (l) the date on which the dispute is
finally determined, either (x) by mutual written agreement of the
parties or (y) in accordance with Section 22 hereof, (2) the date
of the Executive's death or (3) one day prior to the end of the
Employment Period. If the Executive so elects and it is thereafter
determined that Good Reason did not exist, then the employment of
the Executive hereunder shall continue after such determination as
if the Executive had not delivered the Notice of Termination
asserting Good Reason and there shall be no Termination Date
arising out of such Notice. In either case, this Agreement
continues, until the Termination Date, if any, as if the Executive
had not delivered the Notice of Termination except that, if it is
finally determined that Good Reason did exist, the Executive shall
in no case be denied the benefits described in Sections 8(b) and 9
hereof (including a Termination Payment) based on events occurring
after the Executive delivered his Notice of Termination.
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(D) If an opinion is required to be delivered pursuant
to Section 9(b)(ii) hereof and such opinion shall not have been
delivered, the Termination Date shall be the earlier of the date on
which such opinion is delivered or one day prior to the end of the
Employment Period.
(E) Except as provided in Paragraph (B) above, if the
party receiving the Notice of Termination notifies the other party
that a dispute exists concerning the termination within the
appropriate period following receipt thereof and it is finally
determined that the reason asserted in such Notice of Termination
did not exist, then (1) if such Notice was delivered by the
Executive, the Executive will be deemed to have voluntarily
terminated his employment and the Termination Date shall be the
earlier of the date fifteen days after the Notice of Termination is
given or one day prior to the end of the Employment Period and (2)
if delivered by the Company, the Company will be deemed to have
terminated the Executive other than by reason of death, disability
or Cause.
2. Termination or Cancellation Prior to Change in
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Control.
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(a) Subject to Subsection 2(b) hereof, the Company (and
the Employer) and the Executive shall each retain the right to
terminate the employment of the Executive or terminate and cancel
this Agreement at any time prior to a Change in Control of the
Company. Subject to Subsection 2(b) hereof, in the event the
Executive's employment is terminated by the Company (or the
Employer) prior to a Change in Control of the Company, this
Agreement shall be terminated and cancelled and of no further force
and effect, and any and all rights and obligations of the parties
hereunder shall cease. In the event the Executive's employment is
terminated by the Executive prior to a Change in Control of the
Company, except for obligations of the Executive in Section 14(b)
hereof which shall survive such termination, this Agreement shall
be
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terminated and cancelled and of no further force and effect and
any and all rights and obligations of the parties except those in
Section 14 shall cease.
(b) Anything in this Agreement to the contrary
notwithstanding, if a Change in Control of the Company shall occur
and if the Executive's employment with the Company or a subsidiary
of the Company shall have been terminated (other than a termination
due to the Executive's death or as a result of the Executive's
disability) or if this Agreement shall have been otherwise
terminated and cancelled by the Company during the period of 180
days prior to the date on which the Change in Control of the
Company shall occur, then for all purposes of this Agreement such
termination of employment shall be deemed a "Covered Termination"
and any such termination and cancellation of this Agreement unless
effected in the manner specified in Section 19 hereof, shall be
null and void unless it shall be reasonably demonstrated by the
Company that such termination of employment or termination and
cancellation of this Agreement (i) shall not have been at the
request of a third party who had taken steps reasonably calculated
to effect a Change in Control of the Company or (ii) shall not
otherwise have arisen in connection with or in anticipation of a
Change in Control of the Company.
3. Employment Period. If a Change in Control of the
-----------------
Company occurs when the Executive is employed by the Company or a
subsidiary of the Company, the Company will, or will cause the
Employer to, continue thereafter to employ the Executive during the
Employment Period, and the Executive will remain in the employ of
the Employer in accordance with and subject to the terms and
provisions of this Agreement. Any termination of the Executive's
employment during the Employment Period, whether by the Company or
the Employer, shall be deemed a termination by the Company for
purposes of this Agreement.
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4. Duties. During the Employment Period, the Executive
------
shall, in the same capacities and positions held by the Executive
at the time of the Change in Control of the Company or in such
other capacities and positions as may be agreed to by the Company
and the Executive in writing, devote the Executive's best efforts
and all of the Executive's business time, attention and skill to
the business and affairs of the Employer, as such business and
affairs now exist and as they may hereafter be conducted. The
services which are to be performed by the Executive hereunder are
to be rendered in the same metropolitan area in which the Executive
was employed during the 180-day period prior to the time of such
Change in Control of the Company, or in such other place or places
as shall be mutually agreed upon in writing by the Executive and
the Company from time to time. Without the Executive's consent the
Executive shall not be required to be absent from such metropolitan
area more than 45 days in any fiscal year of the Company.
5. Compensation. During the Employment Period, the
------------
Executive shall be compensated as follows:
(a) The Executive shall receive, at reasonable intervals
(but not less often than monthly) and in accordance with such
standard policies as may be in effect immediately prior to the
Change in Control of the Company, an annual base salary in cash
equivalent of not less than the Executive's highest annual base
salary as in effect during the 180-day period immediately prior to
the Change in Control of the Company (which base salary shall,
unless otherwise agreed in writing by the Executive, include the
current receipt by the Executive of any amounts which, prior to the
Change in Control of the Company, the Executive had elected to
defer, whether such
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compensation is deferred under Section 401(k) of the Code or
otherwise), subject to adjustment as hereinafter provided.
(b) The Executive shall receive fringe benefits at least
equal in value to those provided for the Executive at any time
during the 180-day period immediately prior to the Change in
Control of the Company or, if more favorable to the Executive,
those provided generally at any time during the Employment Period
to executives of the Company (or the Employer) of comparable status
and position to the Executive. The Executive shall be reimbursed,
at such intervals and in accordance with such standard policies
that are most favorable to the Executive in effect at any time
during the 180-day period immediately prior to the Change in
Control of the Company or, if more favorable to the Executive,
those provided generally at any time during the Employment Period
to executives of the Company (or the Employer) of comparable status
and position to the Executive, for any and all monies advanced in
connection with the Executive's employment for reasonable and
necessary expenses incurred by the Executive on behalf of the
Company, including travel expenses.
(c) The Executive shall be included, to the extent
eligible thereunder (which eligibility shall not be conditioned on
the Executive's salary grade or on any other requirement which
excludes persons of comparable status to the Executive unless such
exclusion was in effect for such plan or an equivalent plan
immediately prior to the Change in Control of the Company), in any
and all plans providing benefits for the Employer's salaried
employees in general, including but not limited to group life
insurance, hospitalization, medical, dental, profit sharing and
stock bonus plans; provided, that, in no event shall the aggregate
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level of benefits under such plans in which the Executive is
included be less than the aggregate level of benefits under plans
of the
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Company of the type referred to in this Section 5(c) in which the
Executive was participating at any time during the 180-day period
immediately prior to the Change in Control of the
Company.
(d) The Executive shall annually be entitled to not less
than the amount of paid vacation and not fewer than the number of
paid holidays to which the Executive was entitled annually at any
time during the 180-day period immediately prior to the Change in
Control of the Company or such greater amount of paid vacation and
number of paid holidays as may be made available annually to other
executives of the Company (or the Employer) of comparable status
and position to the Executive.
(e) The Executive shall be included in all plans
providing additional benefits to executives of the Company of
comparable status and position to the Executive, including but not
limited to deferred compensation, split-dollar life insurance,
supplemental retirement, stock option, stock appreciation, stock
bonus and similar or comparable plans; provided, that, in no event
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shall the aggregate level of benefits under such plans be less than
the aggregate level of benefits under plans of the Company of the
type referred to in this Section 5(e) in which the Executive was
participating at any time during the 180-day period immediately
prior to the Change in Control of the Company; and provided,
--------
further, that the Company's obligation to include the Executive in
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bonus or incentive compensation plans shall be determined by
Subsection 5(f) hereof.
(f) To assure that the Executive will have an
opportunity to earn incentive compensation after a Change in
Control of the Company, the Executive shall be included in any
bonus plan of the Company or the Employer which shall satisfy the
standards described below (such plan, the "Bonus Plan") if the
Executive was participating in a bonus plan or plans of the
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Company or the Employer in effect at any time during the 180-day
period immediately prior to the Change in Control of the Company.
Bonuses under any such Bonus Plan shall be payable with respect to
achieving such financial or other goals reasonably related to the
business of the Company or the Employer as the Company or the
Employer shall establish (the "Goals"), all of which Goals shall be
attainable, prior to the end of the Employment Period, with
approximately the same degree of probability as the goals under any
bonus plan or plans of the Company or the Employer as in effect at
any time during the 180-day period immediately prior to the Change
in Control of the Company (whether one or more, the "Prior Bonus
Plan") and in view of the Company's or the Employer's existing and
projected financial and business circumstances applicable at the
time. The amount of the bonus (the "Bonus Amount") that the
Executive is eligible to earn under any such Bonus Plan shall be no
less than the amount of the Executive's maximum award provided in
such Prior Bonus Plan (such bonus amount herein referred to as the
"Targeted Bonus"), and in the event the Goals are not achieved such
that the entire Targeted Bonus is not payable, any such Bonus Plan
shall provide for a payment of a Bonus Amount equal to a portion of
the Targeted Bonus reasonably related to that portion of the Goals
which were achieved. Payment of the Bonus Amount shall not be
affected by any circumstance occurring subsequent to the end of the
Employment Period, including termination of the Executive's
employment.
6. Annual Compensation Adjustments. During the
-------------------------------
Employment Period, the Board of Directors of the Company or the
Employer (or an appropriate committee thereof) will consider and
appraise, at least annually, the contributions of the Executive to
the Company, and in accordance with the Company's or the Employer's
practice prior to the Change in Control of
-16-
the Company, due consideration shall be given to the upward adjustment
of the Executive's base compensation rate, at least annually,
(i) commensurate with increases generally given to other executives of
the Company or the Employer of comparable status and position to
the Executive, and (ii) as the scope of the Company's or the
Employer's operations or the Executive's duties expand.
7. Termination For Cause or Without Good Reason. If
--------------------------------------------
there is a Covered Termination for Cause or due to the Executive's
voluntarily terminating his employment other than for Good Reason
(any such terminations to be subject to the procedures set forth in
Section 13 hereof), then the Executive shall be entitled to receive
only Accrued Benefits pursuant to Section 9(a) hereof.
8. Termination Giving Rise to a Termination Payment.
------------------------------------------------
(a) If there is a Covered Termination by the Executive for
Good Reason, or by the Company other than by reason of (i) death,
(ii) disability pursuant to Section 12 hereof, or (iii) Cause (any
such terminations to be subject to the procedures set forth in
Section 13 hereof), then the Executive shall be entitled to receive,
and the Company shall promptly pay, Accrued Benefits and, in lieu of
further base salary for periods following the Termination Date, as
liquidated damages and additional severance pay and in consideration
of the covenant of the Executive set forth in Section 14(a) hereof,
the Termination Payment pursuant to Section 9(b) hereof.
(b) If there is a Covered Termination and the Executive
is entitled to Accrued Benefits and the Termination Payment, then
the Executive shall be entitled to the following additional
benefits:
-17-
(i) The Executive shall receive, at the expense of
the Company, outplacement services, on an individualized
basis at a level of service commensurate with the
Executive's status with the Company immediately prior to
the Change in Control of the Company (or, if higher,
immediately prior to the termination of the Executive's
employment), provided by a nationally recognized
executive placement firm selected by the Company;
provided that the cost to the Company of such services
shall not exceed 15% of the Executive's annual base
salary in effect immediately prior to the Change in
Control of the Company.
(ii) Until the earlier of the end of the Employment
Period or such time as the Executive has obtained new
employment and is covered by benefits which in the
aggregate are at least equal in value to the following
benefits, the Executive shall continue to be covered, at
the expense of the Company, by the most favorable life
insurance, hospitalization, medical and dental coverage,
provided to the Executive and his family during the 180-day
period immediately prior to the Change in Control of
the Company or, if more favorable to the Executive, the
coverage in effect generally at any time thereafter for
executives of the Company (or the Employer) of comparable
status and position to the Executive and their families.
9. Payments Upon Termination.
-------------------------
(a) Accrued Benefits. For purposes of this Agreement,
----------------
the Executive's "Accrued Benefits" shall include the following
amounts, payable as described herein: (i) all base salary for the
time period ending with the Termination Date; (ii) reimbursement
for any and all
-18-
monies advanced in connection with the Executive's employment for
reasonable and necessary expenses incurred by the Executive on behalf
of the Company for the time period ending with the Termination Date;
(iii) any and all other cash earned through the Termination Date and
deferred at the election of the Executive or pursuant to any deferred
compensation plan then in effect; (iv) a lump sum payment of any bonus
or incentive compensation otherwise payable to the Executive with
respect to the year in which termination occurs under any bonus or
incentive compensation plan or plans in which the Executive is a
participant; and (v) all other payments and benefits to which the
Executive (or in the event of the Executive's death, the Executive's
surviving spouse or other beneficiary) may be entitled as compensatory
fringe benefits or under the terms of any benefit plan of the Company,
including severance payments under the Company's (or the Employer's)
severance policies or practices in the form most favorable to the
Executive which were in effect at any time during the 180-day
period immediately prior to the Change in Control of the Company or
during the Employment Period. Payment of Accrued Benefits shall be
made promptly in accordance with the Company's prevailing practice
with respect to Subsections (i) and (ii) or, with respect to
Subsections (iii), (iv) and (v), pursuant to the terms of the
benefit plan or practice establishing such benefits.
(b) Termination Payment.
-------------------
(i) Subject to the limits set forth in Subsection
9(b)(ii) hereof, the Termination Payment shall be an amount equal
to (A) the Executive's annual base salary, at the highest rate as
in effect at any time during the 180-day period immediately prior
to the Change in Control of the Company, as adjusted upward, from
time to time, pursuant to Section 6 hereof, plus (B) the amount of
the average annual bonus award (determined on an annualized basis
for any bonus
-19-
award paid for a period of less than one year and excluding any
year for which the Executive did not participate in any bonus
plan) paid to the Executive with respect to the three complete
fiscal years preceding the Termination Date (the aggregate amount
set forth in (A) and (B) hereof shall hereafter be referred to as
"Annual Cash Compensation"), times (C) the lesser of (1) 2.99
and (2) the number of years or fractional portion thereof remaining
in the Employment Period determined as of the Termination Date.
The Termination Payment shall be paid to the Executive in cash
equivalent ten business days after the Termination Date. Such lump
sum payment shall not be reduced by any present value or similar
factor, and the Executive shall not be required to mitigate the
amount of the Termination Payment by securing other employment or
otherwise, nor will such Termination Payment be reduced by reason
of the Executive securing other employment or for any other reason.
The Termination Payment shall be in lieu of, and acceptance by the
Executive of the Termination Payment shall constitute the
Executive's release of any rights of Executive to, any other
severance payments under any Company (or Employer) severance
policy, practice or agreement. The Company shall bear up to
$10,000 in the aggregate of fees and expenses of consultants and/or
legal or accounting advisors engaged by the Executive to advise the
Executive as to matters relating to the computation of benefits due
and payable under this Subsection 9(b).
(ii) Notwithstanding any other provision of this Agreement, if
any portion of the Termination Payment or any other payment under
this Agreement, or under any other agreement with or plan of the
Company (in the aggregate, "Total Payments"), would constitute an
"excess parachute payment," then the Total Payments to be made to
the Executive shall be reduced such that the value of the aggregate
Total Payments that the Executive is entitled to receive shall be
One Dollar ($1) less than the maximum amount which the Executive
may receive without
-20-
becoming subject to the tax imposed by Section 4999 of the Code (or
any successor provision) or which the Company may pay without loss
of deduction under Section 280G(a) of the Code (or any successor
provision). For purposes of this Agreement, the terms "excess
parachute payment" and "parachute payments" shall have the meanings
assigned to them in Section 280G of the Code (or any successor
provision), and such "parachute payments" shall be valued as
provided therein. Present value for purposes of this Agreement
shall be calculated in accordance with Section 280G(d)(4) of
the Code (or any successor provision). Within forty days
following delivery of the Notice of Termination or notice by the
Company to the Executive of its belief that there is a payment or
benefit due the Executive which will result in an excess parachute
payment as defined in Section 280G of the Code (or any successor
provision), the Executive and the Company, at the Company's
expense, shall obtain the opinion (which need not be unqualified)
of nationally recognized tax counsel selected by the Company's
independent auditors and acceptable to the Executive in his sole
discretion (which may be regular outside counsel to the Company),
which opinion sets forth (A) the amount of the Base Period Income,
(B) the amount and present value of Total Payments and (C) the
amount and present value of any excess parachute payments
determined without regard to the limitations of this Subsection
9(b)(ii). As used in this Subsection 9(b)(ii), the term "Base
Period Income" means an amount equal to the Executive's "annualized
includible compensation for the base period" as defined in Section
280G(d)(l) of the Code (or any successor provision). For purposes
of such opinion, the value of any noncash benefits or any deferred
payment or benefit shall be determined by the Company's independent
auditors in accordance with the principles of Sections 280G(d)(3)
and (4) of the Code (or any successor provisions), which
determination shall be evidenced in a certificate of such auditors
addressed to
-21-
the Company and the Executive. Such opinion shall be dated as of the
Termination Date and addressed to the Company and the Executive and
shall be binding upon the Company and the Executive. If such opinion
determines that there would be an excess parachute payment, the
Termination Payment hereunder or any other payment or benefit
determined by such counsel to be includible in Total Payments shall be
reduced or eliminated as specified by the Executive in writing
delivered to the Company within thirty days of his receipt of such
opinion or, if the Executive fails to so notify the Company, then as
the Company shall reasonably determine, so that under the bases of
calculations set forth in such opinion there will be no excess
parachute payment. If such legal counsel so requests in connection
with the opinion required by this Section, the Executive and the
Company shall obtain, at the Company's expense, and the legal counsel
may rely on in providing the opinion, the advice of a firm of
recognized executive compensation consultants as to the reasonableness
of any item of compensation to be received by the Executive. If the
provisions of Sections 280G and 4999 of the Code (or any successor
provisions) are repealed without succession, then this Section 9(b)
(ii) shall be of no further force or effect.
(iii) (A) If, notwithstanding the provisions of Subsection
(ii) of this Section 9(b), but subject to paragraph (B), it is
ultimately determined by a court or pursuant to a final
determination by the Internal Revenue Service that any portion of
Total Payments is subject to the tax (the "Excise Tax") imposed by
Section 4999 of the Code (or any successor provision), the Company
shall pay to the Executive an additional amount (the "Gross-Up
Payment") such that the net amount retained by the Executive after
deduction of any Excise Tax and any interest charges or penalties
in respect of the imposition of such Excise Tax (but not any
federal, state or local
-22-
income tax) on the Total Payments, and any federal, state and local
income tax and Excise Tax upon the payment provided for by this
Subsection (iii), shall be equal to the Total Payments. For purposes
of determining the amount of the Gross-Up Payment, the Executive shall
be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up
Payment is to be made and state and local income taxes at the highest
marginal rates of taxation in the state and locality of the
Executive's domicile for income tax purposes on the date the Gross-Up
Payment is made, net of the maximum reduction in federal income taxes
which could be obtained from deduction of such state and local taxes.
(B) If legislation is enacted that would require the
Company's shareholders to approve this Agreement, prior to a Change
in Control of the Company, due solely to the provision contained in
paragraph (A) of this Subsection 9(b)(iii), then
(1) from and after such time as shareholder
approval would be required, until shareholder approval is
obtained as required by such legislation, paragraph (A)
shall be of no force and effect;
(2) the Company and the Executive shall use their
best efforts to consider and agree in writing upon an
amendment to this Subsection 9(b) (iii) such that, as
amended, this Subsection would provide the Executive with
the benefits intended to be afforded to the Executive by
paragraph (A) without requiring shareholder approval; and
(3) at the reasonable request of the Executive, the
Company shall seek shareholder approval of this Agreement
at the next annual meeting of shareholders of the
Company.
-23-
10. Death. (a) Except as provided in Section 10(b)
-----
hereof, in the event of a Covered Termination due to the
Executive's death, the Executive's estate, heirs and beneficiaries
shall receive all the Executive's Accrued Benefits through the
Termination Date.
(b) In the event the Executive dies after a Notice of
Termination is given (i) by the Company or (ii) by the Executive
for Good Reason, the Executive's estate, heirs and beneficiaries
shall be entitled to the benefits described in Section 10(a) hereof
and, subject to the provisions of this Agreement, to such
Termination Payment as the Executive would have been entitled to
had the Executive lived. For purposes of this Subsection 10(b),
the Termination Date shall be the earlier of thirty days following
the giving of the Notice of Termination, subject to extension
pursuant to Section 1(m) hereof, or one day prior to the end of the
Employment Period.
11. Retirement. If, during the Employment Period, the
----------
Executive and the Company shall execute an agreement providing for
the early retirement of the Executive from the Company, or the
Executive shall otherwise give notice that he is voluntarily
choosing to retire early from the Company, the Executive shall
receive Accrued Benefits through the Termination Date; provided,
that if the Executive's employment is terminated by the Executive
for Good Reason or by the Company other than by reason of death,
disability or Cause and the Executive also, in connection with such
termination, elects voluntary early retirement, the Executive shall
also be entitled to receive a Termination Payment pursuant to
Section 8(a) hereof.
12. Termination for Disability. If, during the
--------------------------
Employment Period, as a result of the Executive's disability due to
physical or mental illness or injury (regardless of whether such
illness or injury is job-related), the Executive shall have been
absent from the Executive's duties hereunder on a full-time basis
for a period of six consecutive months and, within thirty days
after
-24-
the Company notifies the Executive in writing that it intends
to terminate the Executive's employment (which notice shall not
constitute the Notice of Termination contemplated below), the
Executive shall not have returned to the performance of the
Executive's duties hereunder on a full-time basis, the Company may
terminate the Executive's employment for purposes of this Agreement
pursuant to a Notice of Termination given in accordance with
Section 13 hereof. If the Executive's employment is terminated on
account of the Executive's disability in accordance with this
Section, the Executive shall receive Accrued Benefits in accordance
with Section 9(a) hereof and shall remain eligible for all benefits
provided by any long term disability programs of the Company in
effect at the time of such termination.
13. Termination Notice and Procedure. Any Covered
--------------------------------
Termination by the Company or the Executive (other than a
termination of the Executive's employment that is a Covered
Termination by virtue of Section 2(b) hereof) shall be communicated
by written Notice of Termination to the Executive, if such Notice
is given by the Company, and to the Company, if such Notice is
given by the Executive, all in accordance with the following
procedures and those set forth in Section 23 hereof:
(a) If such termination is for disability, Cause or Good
Reason, the Notice of Termination shall indicate in reasonable
detail the facts and circumstances alleged to provide a basis for
such termination.
(b) Any Notice of Termination by the Company shall have
been approved, prior to the giving thereof to the Executive, by a
resolution duly adopted by a majority of the directors of the
Company (or any successor corporation) then in office.
-25-
(c) If the Notice is given by the Executive for Good
Reason, the Executive may cease performing his duties hereunder on
or after the date fifteen days after the delivery of Notice of
Termination and shall in any event cease employment on the
Termination Date. If the Notice is given by the Company, then the
Executive may cease performing his duties hereunder on the date of
receipt of the Notice of Termination, subject to the Executive's
rights hereunder.
(d) The Executive shall have thirty days, or such longer
period as the Company may determine to be appropriate, to cure any
conduct or act, if curable, alleged to provide grounds for
termination of the Executive's employment for Cause under this
Agreement pursuant to Subsection 1(d) (iii) hereof.
(e) The recipient of any Notice of Termination shall
personally deliver or mail in accordance with Section 23 hereof
written notice of any dispute relating to such Notice of
Termination to the party giving such Notice within fifteen days
after receipt thereof; provided, however, that if the Executive's
conduct or act alleged to provide grounds for termination by the
Company for Cause is curable, then such period shall be thirty
days. After the expiration of such period, the contents of the
Notice of Termination shall become final and not subject to
dispute.
14. Further Obligations of the Executive.
------------------------------------
(a) Competition. The Executive agrees that, in the
-----------
event of any Covered Termination where the Executive is entitled to
Accrued Benefits and the Termination Payment, the Executive shall
not, for a period expiring one year after the Termination Date,
without the prior written approval of the Company's Board of
Directors, participate in the management of, be employed by or own
any business enterprise at a location within the United States that
engages in substantial competition with the Company or its
subsidiaries, where the operating revenues of
-26-
the Company from activities in competition with such entity amount to
10% or more of the total operating net revenues of the Company for its
most recently completed fiscal year; provided, however, that nothing
in this Section 14(a) shall prohibit the Executive from owning stock
or other securities of a competitor amounting to less than five
percent of the outstanding capital stock of such competitor.
(b) Confidentiality. During and following the
---------------
Executive's employment by the Company, the Executive shall hold in
confidence and not directly or indirectly disclose or use or copy
or make lists of any confidential information or proprietary data
of the Company (including that of the Employer), except to the
extent authorized in writing by the Board of Directors of the
Company or required by any court or administrative agency, other
than to an employee of the Company or a person to whom disclosure
is reasonably necessary or appropriate in connection with the
performance by the Executive of duties as an executive of the
Company. Confidential information shall not include any
information known generally to the public or any information of a
type not otherwise considered confidential by persons engaged in
the same business or a business similar to that of the Company.
All records, files, documents and materials, or copies thereof,
relating to the business of the Company which the Executive shall
prepare, or use, or come into contact with, shall be and remain the
sole property of the Company and shall be promptly returned to the
Company upon termination of employment with the Company.
15. Expenses and Interest. If, after a Change in
---------------------
Control of the Company, (i) a dispute arises with respect to the
enforcement of the Executive's rights under this Agreement or (ii)
any legal or arbitration proceeding shall be brought to enforce or
interpret any provision contained herein or to recover damages for
breach hereof, in either case so long as the Executive
-27-
is not acting in bad faith, the Executive shall recover from the
Company any reasonable attorneys' fees and necessary costs and
disbursements incurred as a result of such dispute, legal or
arbitration proceeding ("Expenses"), and prejudgment interest on
any money judgment or arbitration award obtained by the Executive
calculated at the rate of interest announced by Firstar Bank
Milwaukee, National Association, Milwaukee, Wisconsin, from time to
time as its prime or base lending rate from the date that payments
to him should have been made under this Agreement. Within ten days
after the Executive's written request therefor, the Company shall
pay to the Executive, or such other person or entity as the
Executive may designate in writing to the Company, the Executive's
reasonable Expenses in advance of the final disposition or
conclusion of any such dispute, legal or arbitration proceeding.
16. Payment Obligations Absolute. The Company's
----------------------------
obligation during and after the Employment Period to pay the
Executive the amounts and to make the benefit and other
arrangements provided herein shall be absolute and unconditional
and shall not be affected by any circumstances, including, without
limitation, any setoff, counterclaim, recoupment, defense or other
right which the Company may have against him or anyone else.
Except as provided in Section 15 of this Agreement, all amounts
payable by the Company hereunder shall be paid without notice or
demand. Each and every payment made hereunder by the Company shall
be final, and the Company will not seek to recover all or any part
of such payment from the Executive, or from whomsoever may be
entitled thereto, for any reason whatsoever.
17. Successors. (a) If the Company sells, assigns or
----------
transfers all or substantially all of its business and assets to
any Person or if the Company merges into or consolidates or
otherwise combines (where the Company does not survive such
combination) with any Person
-28-
(any such event, a "Sale of Business"), then the Company shall assign
all of its right, title and interest in this Agreement as of the date
of such event to such Person, and the Company shall cause such Person,
by written agreement in form and substance reasonably satisfactory to
the Executive, to expressly assume and agree to perform from and after
the date of such assignment all of the terms, conditions and
provisions imposed by this Agreement upon the Company. Failure of
the Company to obtain such agreement prior to the effective date of
such Sale of Business shall be a breach of this Agreement
constituting "Good Reason" hereunder, except that for purposes of
implementing the foregoing the date upon which such Sale of
Business becomes effective shall be deemed the Termination Date.
In case of such assignment by the Company and of assumption and
agreement by such Person, as used in this Agreement, "Company"
shall thereafter mean such Person which executes and delivers the
agreement provided for in this Section 17 or which otherwise
becomes bound by all the terms and provisions of this Agreement by
operation of law, and this Agreement shall inure to the benefit of,
and be enforceable by, such Person. The Executive shall, in his
discretion, be entitled to proceed against any or all of such
Persons, any Person which theretofore was such a successor to the
Company (as defined in the first paragraph of this Agreement) and
the Company (as so defined) in any action to enforce any rights of
the Executive hereunder. Except as provided in this Subsection,
this Agreement shall not be assignable by the Company. This
Agreement shall not be terminated by the voluntary or involuntary
dissolution of the Company.
(b) This Agreement and all rights of the Executive shall
inure to the benefit of and be enforceable by the Executive's
personal or legal representatives, executors, administrators, heirs
and beneficiaries. All amounts payable to the Executive under
Sections 7, 8, 9, 10, 11, 12
-29-
and 15 hereof if the Executive had lived shall be paid, in the event
of the Executive's death, to the Executive's estate, heirs and
representatives; provided, however, that the foregoing shall not be
construed to modify any terms of any benefit plan of the Company, as
such terms are in effect on the date of the Change in Control of the
Company, that expressly govern benefits under such plan in the event
of the Executive's death.
18. Severability. The provisions of this Agreement
------------
shall be regarded as divisible, and if any of said provisions or
any part hereof are declared invalid or unenforceable by a court of
competent jurisdiction, the validity and enforceability of the
remainder of such provisions or parts hereof and the applicability
thereof shall not be affected thereby.
19. Amendment. This Agreement may not be amended or
---------
modified at any time except by written instrument executed by the
Company and the Executive.
20. Withholding. The Company shall be entitled to
-----------
withhold from amounts to be paid to the Executive hereunder any
federal, state or local withholding or other taxes or charges which
it is from time to time required to withhold; provided, that the
-------- ----
amount so withheld shall not exceed the minimum amount required to
be withheld by law. The Company shall be entitled to rely on an
opinion of nationally recognized tax counsel if any question as to
the amount or requirement of any such withholding shall arise.
21. Certain Rules of Construction. No party shall be
-----------------------------
considered as being responsible for the drafting of this Agreement
for the purpose of applying any rule construing ambiguities against
the drafter or otherwise. No draft of this Agreement shall be
taken into account in construing this Agreement. Any provision of
this Agreement which requires an
-30-
agreement in writing shall be deemed to require that the writing in
question be signed by the Executive and an authorized representative
of the Company.
22. Governing Law; Resolution of Disputes. This
-------------------------------------
Agreement and the rights and obligations hereunder shall be
governed by and construed in accordance with the laws of the State
of Wisconsin. Any dispute arising out of this Agreement shall, at
the Executive's election, be determined by arbitration under the
rules of the American Arbitration Association then in effect (in
which case both parties shall be bound by the arbitration award) or
by litigation. Whether the dispute is to be settled by arbitration
or litigation, the venue for the arbitration or litigation shall be
Green Bay, Wisconsin or, at the Executive's election, if the
Executive is no longer residing or working in the Green Bay,
Wisconsin metropolitan area, in the judicial district encompassing
the city in which the Executive resides; provided, that, if the
-------- ----
Executive is not then residing in the United States, the election
of the Executive with respect to such venue shall be either Green
Bay, Wisconsin or in the judicial district encompassing that city
in the United States among the thirty cities having the largest
population (as determined by the most recent United States Census
data available at the Termination Date) which is closest to the
Executive's residence. The parties consent to personal
jurisdiction in each trial court in the selected venue having
subject matter jurisdiction notwithstanding their residence or
situs, and each party irrevocably consents to service of process in
the manner provided hereunder for the giving of notices.
23. Notice. Notices given pursuant to this Agreement
------
shall be in writing and, except as otherwise provided by Section
13(d) hereof, shall be deemed given when actually received by the
Executive or actually received by the Company's Secretary or any
officer of the Company other than the Executive. If mailed, such
notices shall be mailed by United States
-31-
registered or certified mail, return receipt requested, addressee
only, postage prepaid, if to the Company, to WPS Resources
Corporation, Attention: Secretary (or President, if the Executive is
then Secretary), 000 Xxxxx Xxxxx Xxxxxx, P.O. Box 19001, Xxxxx Xxx,
Xxxxxxxxx 00000, or if to the Executive, at the address set forth
below the Executive's signature to this Agreement, or to such other
address as the party to be notified shall have theretofore given to
the other party in writing.
24. No Waiver. No waiver by either party at any time of
---------
any breach by the other party of, or compliance with, any condition
or provision of this Agreement to be performed by the other party
shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same time or any prior or subsequent time.
25. Headings. The headings herein contained are for
--------
reference only and shall not affect the meaning or interpretation
of any provision of this Agreement.
26. Appendix A. Appendix A has been attached for
----------
informational purposes only and does not constitute a part of this
Agreement. All references in this Agreement to the sections of the
Code set forth in Appendix A are to such sections as actually in
effect from time to time and not necessarily to the sections as set
forth in Appendix A.
-32-
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
WPS RESOURCES CORPORATION
By: ___________________________________
Its: __________________________________
EXECUTIVE:
By: ___________________________________
Title: ________________________________
Attest: _______________________________
_______________________________________
-33-
