EXHIBIT 10.36
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This Agreement, entered into and made effective as of September 25,
2001, by and between NORTHERN PLAINS NATURAL GAS COMPANY, a Delaware corporation
("NPNG") having its headquarters at 0000 Xxxxx 000xx Xxxxxx, Xxxxx, Xxxxxxxx
00000-0000 and XXXXXXX X. XXXXXX ("Employee"), is an amendment to that certain
Employment Agreement between the NPNG and Employee entered into the 30th day of
July, 2001, and made effective as of June 1, 2001 (the "Employment Agreement").
WHEREAS, the parties desire to amend the Employment Agreement as
provided herein;
NOW, THEREFORE, in consideration thereof and of the mutual covenants
contained herein, the parties agree as follows:
1. Exhibit "A" to the Employment Agreement is hereby deleted in
its entirety and the attached Exhibit "A" is inserted in its entirety.
This Amendment is a First Amendment to the Employment Agreement, and
the parties agree that all other terms, conditions and stipulations contained in
the Employment Agreement, and any amendments thereto, shall remain in full force
and effect and without any change or modification, except as provided herein.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
NORTHERN PLAINS NATURAL
GAS COMPANY
BY: /s/ XXXXXXX X. XXXXXX
Name: Xxxxxxx X. Xxxxxx
Title: Chairman of the Board
This 26th day of September, 2001
XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
This 25th day of September, 2001
EXHIBIT "A" TO
EMPLOYMENT AGREEMENT BETWEEN
NORTHERN PLAINS NATURAL GAS COMPANY
AND XXXXXXX X. XXXXXX
Employee Name: Xxxxxxx X. Xxxxxx
Term: June 1, 2001 through May 31, 2003
Position: President, Northern Plains Natural Gas Company
Location: Omaha, Nebraska
Monthly Base Salary: Employee's monthly base salary shall be Twenty Six
Thousand Dollars ($26,000.00).
Performance Bonus: Employee may be eligible to participate in the Enron
Corp. Annual Incentive Plan ("Plan") or any
appropriate replacement bonus plan of NPNG. All
Performance Bonuses are discretionary and shall be
paid in accordance with the terms and provisions of
the Plan and other criteria established by company, a
portion of which may be paid in cash and a portion of
which may be paid in stock options and/or restricted
stock.
Signing Bonus: As a signing bonus, subject to and effective upon
approval by the administrative Committee of the
Amended and Restated Northern Border Phantom Unit
Plan (the "PU Plan"), the Committee shall grant
Employee Northern Border Phantom Units in the form of
three separate grants to be issued under the PU Plan
as follows: Eight hundred eighty-two (882) Northern
Border Phantom Units on October 1, 2001; a number of
Northern Border Phantom Units having a value of
$100,000.00 on the first anniversary of the effective
date of the Employment Agreement, and a number of
Northern Border Phantom Units having a value of
$100,000.00 upon the second anniversary of effective
date of the Employment Agreement provided Employee is
employed by NPNG on the date of such grants. A
written Grant Agreement shall evidence each grant and
shall contain such terms and provisions as are
approved by the Committee, including, but not limited
to, provisions of forfeiture. Each grant shall have a
holding period of five (5) years from the effective
date of grant and shall be available for redemption
according to the provisions of the PU Plan upon the
expiration of its holding period. The Committee shall
determine the method for converting the valuations
recited herein into a number of Phantom Units to be
granted to Employee.
Geographic Region United States of America
of Responsibility:
Period of Post- Employee's obligations in paragraph 3.4,
Employment Non- Non-Competition Obligations, and paragraph 3.5,
Competition Obligations Non-Solicitation of Customers, shall survive the
and Non-Solicitation of termination of employment and extend through the
Customers: latest of the following dates, whichever is
applicable: (a) Twelve (12) months after Employee's
voluntary termination of employment if such
termination occurs during the Term; or (b) Six (6)
months after the last date of Employee's employment
with NPNG Corp. in the event of an involuntary
termination during the Term; or (c) Three (3) months
after Employee's termination of employment for any
reason if such termination occurs after the Term.
NORTHERN PLAINS NATURAL
GAS COMPANY
By:
------------------------------------------
Name:
Title:
This ______ day of ___________________, 2001
XXXXXXX X. XXXXXX
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This ______ day of ___________________, 2001
November 7, 2001
