Exhibit 10-48
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("First
Amendment") dated as of the 1st day of January, 1996, is made and
entered into by and between New York State Electric & Gas
Corporation, a New York corporation (the "Company") and Xxxxx X.
Xxxxxxx ("Executive") amending certain provisions of the
Employment Agreement, dated as of January 19, 1994, ("Employment
Agreement") by and between the Company and Executive.
WHEREAS, the Company has, effective January 1, 1996, adopted
i) an Annual Executive Incentive Plan which replaces the
Company's Annual Executive Incentive Compensation Plan, and ii) a
Long Term Executive Incentive Share Plan which replaces the
Company's Performance Share Plan; and
WHEREAS, the parties hereto wish to amend the Employment
Agreement to reflect the new incentive compensation plans adopted
by the Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 10.1 (A)(ii) of the Employment Agreement is
hereby amended to read in its entirety as follows:
(ii) the higher of (x) the amount paid to the
Executive pursuant to the Company's Annual
Executive Incentive Compensation Plan, Annual
Executive Incentive Plan, or any successor plan,
as the case may be, in the fiscal year preceding
that in which the Date of Termination occurs, or
(y) the average amount so paid in the three fiscal
years preceding that in which the Change in
Control occurs.
2. Section 10.1 (B) of the Employment Agreement is
hereby amended to read in its entirety as follows:
(B) Notwithstanding any provision of the
Company's Annual Executive Incentive
Compensation Plan or Annual Executive Incentive
Plan, the Company shall pay to the Executive a
lump sum amount, in cash, equal to the sum of
(i) any incentive compensation which has been
allocated or awarded to the Executive for a
completed fiscal year preceding the Date of
Termination under the Annual Executive
Incentive Compensation Plan or the Annual
Executive Incentive Plan, as the case may be,
but has not yet been either (x) paid (pursuant
to Section 6.2 hereof or otherwise) or (y)
deferred pursuant to the Deferred Compensation
Plan for Salaried Employees, and (ii) a pro
rata portion to the Date of Termination of the
aggregate value of any contingent incentive
compensation award to the Executive for any
uncompleted fiscal year under the Annual
Executive Incentive Plan calculated as to each
such award by assuming the Target Performance
goals of such plan have been met.
3. Section 20 (0)(V) of the Employment Agreement is
hereby amended by substituting "Annual Executive Incentive
Plan" for "Annual Executive Incentive Compensation Plan" and
"Long Term Executive Incentive Share Plan" for "Performance
Share Plan."
4. Except as expressly modified hereby, the terms and
provisions of the Employment Agreement remain in full force
and effect.
IN WITNESS WHEREOF, the parties have caused this First
Amendment to be duly executed and delivered by their respective
duly authorized representatives as of the date first above
written.
NEW YORK STATE ELECTRIC
& GAS CORPORATION
By:________________________ ___________________________
Name: Xxxxx X. Xxxxxxx
Title:
