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EXHIBIT 10-12B
SCHEDULE OF OFFICER EMPLOYMENT CONTINUATION AGREEMENTS
Pursuant to Rule 12b-31, the following sets forth the material
differences of all other Officer Employment Continuation Agreement from Xx.
Xxxxxx', which was previously filed with Note (8) as Exhibit 10-12 and an
amendment thereto filed herewith as Exhibit No. 10-12A.
NAME CAPACITY IN WHICH SERVED DATE OF AGREEMENT
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Xxxx X. Xxxxxxx V. P., Human Resources June 5, 1996
Xxx X. Xxxxxxxxx Asst. V. P., Business Planning & Analysis June 14, 1996
Xxxxxxx X. Xxxxxxx V. P. and Controller June 5, 1996
Xxx X. Xxxx V. P., Corporate Development November 1, 1996
Xxxx X. Xxxxxx Xxxx. V. P., Public Affairs June 7, 1996
Xxxx X. Xxxxxxx Xx. V. P., Energy Delivery June 7, 1996
Xxxxx X. Xxxxxx Xx. V. P., General Counsel & Secretary June 5, 1996
Xxxxxxx X. Xxxxxx Xx. V. P., Financial & Admin. Services June 5, 1996
Xxxxx X. Xxxxxxx V. P., External Affairs June 5, 1996
Xxxxxx X. Xxxxxxxxxx Xx. V. P., Marketing Services June 5, 1996
Xxxxx X. Xxxxxxxx Xx. V. P. & Chief Financial Officer June 14, 1996
Xxxxx X. Xxxxx Xxxx. V. P., Marketing June 26, 1996
XxxxXxx Xxxxxx X. X., Consumer & Community Relations June 11, 1996
Xxxxx X. Xxxx V.P., Regulatory Affairs January 1, 1997
Xxxxxx X. Xxxxxxx Xx. V. P., Energy Services June 5, 1996
Xxx X. Xxxxxx V. P., Market Development June 23, 1997
Xxxxx X. Xxxxxx Xx. V. P., Customer Services June 5, 1996
Xxxxxxx Xxxxx V. P., Information Systems and Services June 5, 1996
I. THE FOLLOWING APPLIES TO THE AGREEMENTS OF ALL THE OFFICERS LISTED
ABOVE:
If, during the Employment Period, the Company terminates the
Executive's employment other than for Cause, or following a Change of Control
the Executive terminates his employment for Good Reason, the Executive (and, to
the extent applicable, his dependents) shall be entitled, after the Date of
Termination until the earlier of (1) the second anniversary of the Date of
Termination (the "End Date") and (2) the date the Executive becomes eligible for
comparable benefits under a similar plan, policy or program of a subsequent
employer, to continue participation in all of the Company's employee and
executive welfare and fringe benefit plans (the "Benefit Plans").
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II. The following officers' agreements provide for a Severance Amount that is
equal to two-times the sum of his or her annual base salary and the average of
the annual bonuses paid to him or her for the last three calendar years ended
prior to the Change of Control:
Xxxxxxx Xxxxxx Xxxx
Xxxxxxx Klucsik Xxxxxxx
Corn Kononowitz Xxxxxx
Xxxxxxx Xxxxxxxx Xxxxxx
Xxxxxx Xxxxxx Xxxxx
III. The following officers' agreements provide for a Severance Amount that is
equal to one-times the sum of his or her annual base salary and the average of
the annual bonuses paid to him or her for the last three calendar years ended
prior to the Change of Control:
Xxxxxxxxx
Xxxxxx
Xxxxx
XX. The following officers' agreements provide that, if the aggregate value of
all compensation payments or benefits to be paid or provided to the Executive
under his or her Agreement and any other plan, agreement or arrangement with the
Company exceeds the amount which can be paid to the Executive without the
Executive incurring an Excise Tax, then the amounts payable to the Executive
under Section 7 shall be reduced (but not below zero) to the maximum amount
which may be paid hereunder without the Executive becoming subject to such an
Excise Tax.
Xxxxxxx Corn Xxxxx
Xxxxxxxxx Xxxxxx Xxxxxx
Xxxxxxx Klucsik Xxxx
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