Xxxxxxx 00.0
XXXXX XX XXXXX XXXXXXXX )
) CONSULTING AGREEMENT
COUNTY OF RICHLAND )
This CONSULTING AGREEMENT ("Agreement"), effective this 3rd day of
January 2005 (the "Effective Date"), is entered by and between H. Xxxxxx Xxxxxx
("Xxxxxx") and SCANA Corporation (referred to herein as "SCANA" or "Company").
WHEREAS Xxxxxx has been employed by SCANA and has elected to retire;
and
WHEREAS Xxxxxx and SCANA wish for Xxxxxx to provide advice and counsel
to the Company following his retirement; and
WHEREAS SCANA has agreed to offer payment and Xxxxxx has agreed to
provide services as a non-exclusive independent contractor of the Company;
NOW, THEREFORE, based upon the foregoing premises, and supported by
good and valuable consideration set forth herein, the receipt and sufficiency of
which is hereby acknowledged, the Company and Xxxxxx agree as follows:
A. PARTIES
1. "Xxxxxx" means H. Xxxxxx Xxxxxx, whose Social Security number is xxx-xx-xxxx,
and his agents, attorneys, spouse, heirs and assigns.
2. "SCANA" as used herein means SCANA Corporation, as well as it subsidiaries.
SCANA is a South Carolina corporation doing business in Columbia, South
Carolina.
B. TERMS
1. Consulting Services. Xxxxxx hereby agrees to act as a non-exclusive
independent contractor, subject to the provisions of Paragraph 6(iv), below, by
providing consulting services to the Company during the period from January 1,
2005 to December 31, 2006 (the "Consulting Period").
2. Duties. Xxxxxx will assist and advise the Company concerning special projects
for the gas transmission operations of SCG Pipeline, Inc., an interstate
pipeline, and South Carolina Pipeline Corporation, which is an intrastate
pipeline, (hereinafter referred to as "Gas Transmission Companies") that may be
assigned by the President or his designee of the Gas Transmission Companies or
their successors. Consulting projects may involve legal, regulatory or related
matters. The particular amount of time devoted by Xxxxxx to providing the
consulting services described above may vary from day to day and week to week on
mutually agreeable schedules, terms and conditions as set out herein.
3. Payment in Exchange for Services. The Company will pay Xxxxxx a consulting
fee at the rate of $350 per hour during the Consulting Period. In order to
receive payment, Xxxxxx must present to the President of the Gas Transmission
Companies or his designee an invoice after the end of each month during the
Consulting Period. Each invoice must be in a form acceptable to the Company and
must cover one calendar month. Payment will occur after the monthly invoice is
processed through the Company's normal system for vendor payments, but not later
than thirty days from the date the invoice is received by the President of the
Gas Transmission Companies or his designee.
4. Hours of Service. The Company will guarantee payment for a minimum of 1,000
hours of consulting service per year for each year of the Consulting
Period, but is under no obligation to utilize Xxxxxx for any minimum amount
of Consulting Services. Xxxxxx commits to be available to the Company for
the consulting services described in 2., above, for the minimum 1,000 hours
per year. The minimum and guaranteed 1,000 hours per year will be
distributed at a rate of 100 hours per month for the months January through
October of each year. Should the Company not fully utilize Arthur's
committed, consulting hours in any month, the non-utilized hours, up to a
maximum of 25 hours, shall be carried over to the subsequent month for the
benefit of the Company. Xxxxxx commits to be available to the Company for
any such carried over hours. Such carried over consulting hours may be
utilized by the Company subsequent to the utilization of a month's
committed, consulting hours (100 hours for January through October and zero
hours for November) without the Company incurring any incremental cost for
the carried over, consulting hours or any incremental obligation to Xxxxxx.
If such carried over hours are not utilized in a particular month, Xxxxxx
will not be committed to make up such hours and they are no longer
available to the Company. Xxxxxx will submit a monthly invoice (as required
by 3., above) for the committed, consulting hours plus any net of
consulting hours rendered exceeding the month's committed and carried over
hours, plus Expenses (defined in 5., below). The maximum amount of
consulting that may be required of Xxxxxx is 100 hours in January, 125
hours in February through October and 25 hours in November (not exceeding
1,000 hour in a calendar year).
5. Expenses. The Company will reimburse Xxxxxx for all reasonable and proper
expenses, invoiced in accordance with paragraph B.3 above, incurred by
Xxxxxx in providing the consulting services described above, provided
written authorization for the same has been obtained from the President of
gas transmission organization or his designee prior to incurring the
expense and such. No travel expenses will be allowed for work performed in
the general vicinity of Columbia, SC.
6. Confidentiality and Proprietary Information.
i. Arthur agrees not to disclose any confidential or proprietary
information to anyone, whether natural person, corporation,
partnership, joint venture, unincorporated association or other
business entity unless Xxxxxx is compelled to do so by subpoena or has
written authorization to do so from the Company. The President of the
Gas Transmission Companies or his designee must sign this written
authorization. If so authorized, then Xxxxxx shall make only such
disclosure as the written authorization specifically permits. If
Xxxxxx receives a subpoena or other legal process by which he may be
compelled to make such disclosures, Xxxxxx promises to promptly notify
the Company so that the Company may take any steps necessary to
safeguard their interests.
ii. Confidential or proprietary information is defined as information
about the Company which is non-public and of a sensitive or
proprietary nature. This information includes, but is not limited to,
cost and pricing information, financial data, suppliers, fuel
quantities and usage rates, fuel purchases prices, off-system sales,
bid lists, burn details, fuel procurement processes and strategy,
strategic planning with respect to fuel procurement issues, marketing
strategies, and all other information which is ordinarily and
routinely treated as confidential or proprietary by the Company and is
not otherwise public.
iii. The protections for confidential and proprietary information
referenced herein are not intended to supersede the obligations of
Xxxxxx as an attorney to maintain applicable privileges.
iv. Despite the non-exclusive nature of this Agreement, Xxxxxx agrees that
he will not render advice nor perform services of any kind for any
person, business, or entity whose business is competitive with the
business of the Company. This limitation includes, but is not limited
to, any company engaged in the production, transmission, or sale of
electricity, gas, or other form of energy.
7. Independent Contractor. The parties agree that Xxxxxx will be an
independent contractor, and that he will be solely responsible for payment
of all taxes on the amounts paid under this section. All such payments will
be reported to the taxing authorities on a Form 1099.
8. Construction. The language of all parts of this Agreement shall be
construed as a whole and according to its fair meaning, and not strictly
for or against either party. It is expressly understood and agreed that any
rule requiring construction of this Agreement against the drafter will not
apply in any dispute involving the Agreement.
9. Entire Agreement. The parties agree that this Agreement contains the entire
and only agreement between SCANA and Xxxxxx concerning the services he will
provide as a consultant. The parties agree there are no prior or
contemporaneous oral or written promises, assurances, or agreements
concerning Arthur's consulting services or the terms thereof which are not
contained in this Agreement.
10. Amendment. This Agreement may be amended by a written amendment signed by
Xxxxxx and by a representative authorized by SCANA Corporation to sign on
behalf of it and any alleged verbal amendment of this Agreement shall be
null and void.
11. Notices. All notices hereunder shall be in writing and delivered by hand,
by nationally-recognized delivery service that guarantees overnight
delivery, or by first-class, registered or certified mail, return receipt
requested, postage prepaid addressed as follows.
If to the Company, to: 0000 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxxx
Senior Vice President,
Human Resources
If to Xxxxxx, to: xxxxxxxxxxxxxxxx
xxxxxxxxxxxxxxxx
12. Section Headings. The section headings herein are for convenience only and
are not a part of this Agreement and shall not be used in construing this
Agreement.
13. Applicable Law. SCANA and Xxxxxx agree that this Agreement shall, in all
respects, be interpreted, enforced, and governed under the laws of the State of
South Carolina, including its choice of law rules.
14. Venue for Disputes. Any lawsuit by Xxxxxx alleging that SCANA has breached
one or more provisions of this Agreement must be filed in the state or federal
courts of South Carolina.
15. Severability and Substitution of Valid Provisions. To the extent
that any provision of this Agreement is deemed unenforceable, it is the
intention of SCANA and Xxxxxx that this Agreement be enforced to the maximum
extent permissible under South Carolina law.
16. Termination Before December 31, 2006. The Company recognizes that
Xxxxxx may accept employment such that it may become impossible for Xxxxxx to
fulfill his commitment to the Company. Xxxxxx shall have the unilateral right to
terminate this Agreement to be effective on the first day of a month, by giving
written notice to the Company at least 30 days prior to the effective date of
such termination.
IN WITNESS THEREOF, we have hereunto set our hands and seal the date
first written above:
H. XXXXXX XXXXXX
s/H. Xxxxxx Xxxxxx s/Xxxx X. Xxxxxxxx
H. Xxxxxx Xxxxxx Xxxx X. Xxxxxxxx
Witness
SCANA CORPORATION
By: s/Xxxxxx X. Xxxxxxxxx s/Xxxx X. Xxxxxx
Xxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxx
Its: Senior Vice President - Human Resources
