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Aquila Gas Pipeline Corporation
File Number 1-12426
Exhibit 10.35
Employment Letter Agreement with X. Xxxxxx Xxxxxxx
dated as of July 11, 1997
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July 11, 1997
Xxx Xxxxxxx
00000 Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Dear Xxx,
On behalf of Xxxxxx Xxxxxxx and the Board of Directors of AQP, I am pleased to
extend this revised offer to you to join AQP as President and Chief Executive
Officer. This position is located in San Antonio and reports to Xxxxxx Xxxxxxx
of UtiliCorp Energy Group and to the Board of Directors of AQP. As President and
CEO of AQP, you will be accountable for the public ownership of AQP, in addition
to representing UtiliCorp's interest. You will also be invited to be a member of
the AQP Board of Directors.
The key elements of your employment are summarized below:
o Base Annual Salary: $275,000
o You are eligible to participate in our short-term incentive plan with your
individual target opportunity set at 45% of your base salary. The plan is
uncapped, and will reward significantly above target for outstanding
performance. This is contingent upon corporate achievements as well as
personal achievement of performance levels to be discussed between you and
Xxxxxx Xxxxxxx. Your 1997 bonus participation and rewards are to be
prorated based your start date.
- With your award for 1997 performance you will have the option of
purchasing UCU stock and receiving an additional incentive of 25% of
that amount payable in 3-year restricted stock. This will assist you
in reaching your ownership target.
o Ownership levels have been established to help all key managers identify
with the interests of our shareholders. Your target is two (2) times your
annual base salary to be reached over a 5-year period. Your target will be
a composite of both UCU and AQP stock and includes stock held in your name
in all programs (e.g. 401(k). ESCP, ESPP, personal stock, etc).
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o Non-Qualified stock option grant of 20,000 UCU shares with a one year
vesting requirement. The exercise price of this grant will be established
at the next UCU Board of Directors meeting in August.
o You are eligible to participate in our long-term incentive program which is
designed to share and reward our long-term success and to encourage your
continued participation with UEG and AQP. The long-term incentive program
consists of the following components:
o Performance Units. The performance units measure and reward for UEG's
and AQP's success over individual three year cycles. The first cycle
has been reduced to a two year cycle with the second cycle commencing
the same year and will be a three year cycle. Your participation will
be prorated from your date of hire. The metric is our planned level of
EVA for the two and three year periods.
- A new three year period begins each year, thus when fully
implemented, there will be three cycles outstanding at any point
in time. As a participant, you have a performance unit target
award opportunity of $150,000 for each cycle. After EVA results
against plan will determine your award, which can range up to 2
times your annual base salary. The first two cycles began on
January 1, 1997. The first cycle concludes December 31, 1998; the
second cycle concludes December 31, 1999.
o AQP Stock Options. A grant of 25,000 Aquila Gas Pipeline stock options
will be awarded, with strike price equal to the closing price of AQP's
stock at the next Board of Director's meeting. The vesting schedule is
as follows: 0% after one year; 25% after two years; 25% after three
years; 50% after four years with full vesting in year 2000.
o In addition, you will be granted 5,000 shares of AQP restricted stock,
vesting after 2 years of employment.
o Benefit programs
o You will be eligible to participate in UtiliCorp's 401(k) Savings
Plan and Employee Stock Purchase Plan the first of the month following date of
hire. The 401(k) Plan has a dollar for dollar employer match up to 6% of your
pretax and/or after-tax contributions. Employer contributions are made in
UtiliCorp stock and vested over five years at 20% per year. You may make total
contributions up to 12% of pay subject to IRS limitations.
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o Supplemental Contributory Retirement Plan. This plan is a
non-qualified supplement to the 401(k) plan for those who may
exceed IRS limits on 401(k) contributions. This includes the
excess 401(k) program on a pretax or after-tax basis up to 12% of
base salary with the company match of $1 for $1 up to 6% of
salary. You will again have the opportunity to enroll in this
plan within 30 days of your date of hire.
o Capital Accumulation Plan. This plan allows you to defer all or
part of your base salary and all or part of your bonus, within
certain guidelines. Investments choices include equity or a fixed
income return equal to 130% of Xxxxx'x Corporate Bond Yield. Your
decision to participate in the deferred compensation plan must be
made within 30 days of your date of hire.
o Executive life insurance which equals three times your base
salary.
o Executive long term disability, 60% of base salary with a maximum
of $20,000 per month.
o Medical/dental plan with an approximate $40.40 per month premium
currently for single coverage, $79.60 per month premium currently
for employee and 1 dependent, $118.80 (Humana HMO $133.21) for
employee and 2 or more dependents.
o Perquisite program and business tools.
o Lump sum payment of $5,000 (net of taxes). This allowance is
designed to provide flexibility in deciding for yourself how
these dollars should be spent, keeping in mind that these dollars
are to be used for the mutual benefit of our customers and our
stockholders in attracting new business, and to the executive to
assist in carrying out executive accountabilities.
o Financial planning services. Up to $5,000 (net of taxes) maximum
per year. You are responsible for selecting the financial
planner.
o Tax preparation services. Up to $300 (net of taxes) maximum per
year. You are responsible for selecting the tax preparation firm.
o Business tools. UtiliCorp will continue to provide tools to
executives which are necessary for the executive to conduct
business. The following items have been approved for you.
Cellular phone (up to $360), personal computer and phone lines
(up to $1,100).
o Change of Control. You are eligible to participate in the Change
In Control program which has been amended to include key
individuals within UEG. In the event of a change in control and
subsequent loss of your job, you will continue to be eligible for
one and one half (1 1/2) times your annual salary. Should you
accept the job the agreement will be forwarded to you.
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o Eligible for four weeks vacation annually with 160 hours balance
provision
o The Employee Stock Purchase Plan allows you to purchase stock at a 15%
discount up to 20% of your base salary in any calendar period up to a
maximum of $25,000.
o The company contributes 3% of your pay in the Employee Stock
Contribution Plan, in corporate stock, vesting at 20% per year with
1,000 hours service.
o In addition to the other conditions on your employment, this offer and
your employment with AQP are contingent on the following.
o You must be able to begin work for AQP, without
restrictions, on or before August 1, 1997; and,
o You must sign and return this offer letter to my attention
on or before August 1, 1997. By signing this offer letter,
you certify that you are not prohibited or restricted in any
manner from working for AQP, due to any express or implied
agreement with any other person or entity, including without
limitation any confidentiality, non-competition, or
non-solicitation agreement.
This offer is contingent upon passing a pre-employment drug test which must
be completed within 2 business days after accepting the position. Please
contact Xxxxx Xxxxx at (000) 000-0000 to arrange.
This offer is also contingent upon a satisfactory background investigation
which will be completed upon acceptance of this offer.
It should be understood that all the preceding benefit plans are subject to
change during the normal course of UtiliCorp-wide plan re-designs.
If you decide to accept the offer of employment, please complete the
Personal Data Form and employment application enclosed with this letter and
return it along with your written confirmation.
In order for UtiliCorp United to comply with the Immigration Reform and
Control Act of 1986, you must provide documentation of your identity and
legal eligibility for employment in the United States. You must bring this
documentation with you on your first day of employment for your
orientation. A complete list of acceptable documents is enclosed.
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After you have reviewed this offer please give me a call to discuss acceptance,
work location and coordination of your announcement. Please sign to signify your
acceptance and fax a signed copy to me at (000) 000-0000
Sincerely,
Xxx Xxxxxx
Senior Vice President
Human Resources
cc: Xxxxxx Xxxxxxx
Xxxxx Xxxxxxxx
Xxxxx Xxxxx
LM/dg
_____ Offer Accepted _____ Offer Declined
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Signature/Date
