Exhibit 11
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT ("Second Amendment"),
dated as of the ____ day of ___________, 1997, is made and entered into by and
between New York State Electric & Gas Corporation, a New York corporation (the
"Company"), and Xxxxxx X. xxx Xxxxxx ("Executive") and amends certain provisions
of the Employment Agreement, dated as of August 7, 1996, as amended ("Employment
Agreement") by and between the Company and the Executive.
WHEREAS, the Company has, effective January 1, 1997, amended its
Annual Executive Incentive Plan and the parties hereto wish to amend the
Employment Agreement to reflect the amended Annual Executive Incentive Plan and
any successor executive 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 incentive compensation award the Executive would
have received under the Annual Executive Incentive Plan,
or any successor annual executive incentive compensation
plan, for the year in which the Date of Termination
occurs, calculated in accordance with Article XI (A)
(iii) of the Annual Executive Incentive Plan or any
comparable provision in any successor annual executive
incentive compensation plan, without, however, giving
effect to any pro-rata adjustments contained in said
provisions.
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 Plan, or any successor annual
executive incentive compensation 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
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year preceding the Date of Termination under the Annual
Executive Incentive Plan, or any successor annual
executive incentive compensation plan, 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 or any
successor annual executive incentive compensation plan,
calculated as to each such award in accordance with
Article XI (A) (iii) of the Annual Executive Incentive
Plan or any comparable provision in any successor annual
executive incentive compensation plan.
3. 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 Second Amendment to
be duly executed and delivered as of the date first above written.
NEW YORK STATE ELECTRIC &
GAS CORPORATION
By:
-------------------------------- --------------------------------
Xxxxxxxx X. Xxxxxxxx Xxxxxx X. xxx Xxxxxx
Senior Vice President
and Chief Financial Officer
