EXHIBIT NO. 10b(20)
Employment Agreement Between
Xxxxxx X. XxXxxxx and Carolina Power & Light Company
This Employment Agreement ("Agreement") is made and entered into by
Xxxxxx X. XxXxxxx ("XxXxxxx") and Carolina Power & Light Company ("CP&L").
Throughout the remainder of the Agreement, XxXxxxx and CP&L may be collectively
referred to as "the parties."
CP&L and XxXxxxx wish to enter into an employment relationship whereby
XxXxxxx will be employed as Senior Vice President - General Counsel beginning on
May 20, 1997. The parties desire to enter into this Agreement in connection with
that employment relationship.
In consideration of the above and the mutual promises set forth below,
XxXxxxx and CP&L agree as follows:
1. POSITION. XxXxxxx will be employed as Senior Vice President - General
Counsel beginning on May 20, 1997.
2. SALARY. CP&L will pay XxXxxxx an annual salary at the rate of $245,000
(Two Hundred Forty-Five Thousand Dollars) (less applicable
withholdings) per year, subject to periodic review on or around January
1 of each year or at the time other executive officers' salaries are
reviewed.
3. RELOCATION EXPENSES. In order to assist XxXxxxx in his relocation to
Raleigh, North Carolina, CP&L will provide the following benefits:
a) Cash Payment. CP&L will pay XxXxxxx $100,000 (One Hundred Thousand
Dollars) (less applicable withholdings) to compensate XxXxxxx for
relocation expenses and to assist in the purchase of housing in
Raleigh, North Carolina. Such payment shall be made by CP&L by
July 1, 1997.
b) Relocation Program. XxXxxxx will be eligible to participate in
CP&L's relocation program in accordance with its terms. However,
CP&L will pay to XxXxxxx an additional amount to compensate him
for the income taxes XxXxxxx will incur on these benefits.
c) Temporary Living Expenses. In addition to the 30 days provided by
the CP&L Relocation Program, XxXxxxx will be reimbursed for any
reasonable temporary living expenses until his family relocates to
Raleigh. XxXxxxx acknowledges that these reimbursements will be
subject to taxation to him; however, CP&L will pay to XxXxxxx an
additional amount to compensate him for the income taxes XxXxxxx
will incur on these benefits.
4. PURCHASE OF CP&L STOCK. CP&L will purchase in XxXxxxx'x name, 1000
shares of CP&L common stock. Such purchase shall be made by July 1,
1997. CP&L will pay to XxXxxxx an additional amount to compensate him
for the income taxes XxXxxxx will incur as a result of this purchase.
5. MANAGEMENT INCENTIVE COMPENSATION PROGRAM. XxXxxxx will be eligible to
participate in the Management Incentive Compensation Program (MICP)
beginning in 1997, for which a payment will be made on or before March
31, 1998. Pursuant to the terms of the MICP, XxXxxxx'x target payout
will be 25 percent of annual base earnings. XxXxxxx will be paid a
minimum of $61,250 (Sixty-One Thousand Two Hundred Fifty Dollars) in
March of 1998 for the 1997 performance year.
6. LONG-TERM INCENTIVES. XxXxxxx will be eligible to participate in the
1997 Performance Share Sub-Plan under the Equity Incentive Plan, as a
group executive in accordance with its terms.
7. SUPPLEMENTAL RETIREMENT PLAN. XxXxxxx will be eligible to participate
in CP&L's Supplemental Retirement Plan subject to the terms of the
plan.
8. SUPPLEMENTAL SENIOR EXECUTIVE RETIREMENT PLAN. XxXxxxx will be eligible
to participate in CP&L's Supplemental Senior Executive Retirement Plan
("SERP"). In connection with XxXxxxx'x participation in SERP, XxXxxxx
will be awarded ten (10) years of additional service credit, three (3)
years of which will be deemed to have been in service on the Senior
Executive Committee; such credit will allow XxXxxxx to be eligible to
immediately participate in the SERP and to receive full benefits no
later than at age 61.
9. DEFERRED COMPENSATION PLAN FOR KEY MANAGEMENT EMPLOYEES. XxXxxxx will
be eligible to participate in the Deferred Compensation Plan for Key
Management Employees (the "Deferred Compensation Plan"), subject to its
terms. During 1997, CP&L will contribute $40,500 (Forty-Thousand
Five-Hundred Dollars) on XxXxxxx'x behalf into the Deferred
Compensation Plan with the understanding that the Deferred Compensation
Plan will be amended to allow for such contributions.
10. EXECUTIVE PERMANENT LIFE INSURANCE PLAN. Pursuant to its terms, XxXxxxx
will be eligible to participate in the Executive Permanent Life
Insurance program with a target benefit of three times projected salary
assuming a salary growth of six percent, but not to exceed $1,200,000
(One Million Two Hundred Thousand Dollars).
11. EXECUTIVE AD&D LIFE INSURANCE. XxXxxxx will be eligible to participate
in CP&L's AD&D insurance program, subject to the terms of the program,
up to a maximum amount of $500,000 (Five Hundred Thousand Dollars).
12. STOCK PURCHASE SAVINGS PLAN. XxXxxxx will be eligible to participate in
CP&L's Stock Purchase Savings Plan, pursuant to its terms.
13. FINANCIAL AND ESTATE PLANNING. Consistent with CP&L's practice with
respect to other senior executives, XxXxxxx will be allowed to obtain
Company reimbursed financial planning and tax preparation services.
14. DISABILITY INCOME. XxXxxxx will be eligible to participate in CP&L's
Long-Term Disability Program subject to the terms of the plan.
15. VACATION. XxXxxxx will be eligible for up to four weeks' paid vacation
per year.
16. HOLIDAYS. XxXxxxx will be eligible for ten (10) CP&L paid holidays, as
provided in the CP&L Handbook.
17. AUTOMOBILE. XxXxxxx will be paid a car allowance of $1,350 (One
Thousand Three Hundred Fifty Dollars) (less applicable withholdings)
per month. He will also be provided a cellular telephone for his
automobile and provided reserved parking at CP&L's expense.
18. ANNUAL PHYSICAL. CP&L will pay for an annual physical examination by a
physician of XxXxxxx'x choice.
19. OTHER BENEFITS. XxXxxxx will be eligible to participate in other CP&L
benefits, subject to the terms of the respective plans, as described in
more detail in the Employee Handbook. Additionally, upon retirement
from CP&L, XxXxxxx will be eligible to participate in the medical and
dental insurance programs provided other retirees at retiree rates,
subject to the terms of those plans; provided, however, that to the
extent any such benefits may not be provided to XxXxxxx because of
statutory or regulatory limitations, CP&L will use its best efforts to
obtain substantially equivalent coverage on an insured basis.
20. CAPITAL CITY CLUB. CP&L will pay an initiation fee and monthly dues for
a membership in the Capital City Club for XxXxxxx.
21. AIRLINE CLUB MEMBERSHIP. CP&L will pay the fee for airline club
membership for XxXxxxx.
22. COUNTRY CLUB MEMBERSHIP. At XxXxxxx'x option, if joined, CP&L will pay
the initiation fees for country club membership for XxXxxxx. XxXxxxx
will be responsible for all monthly dues.
23. HEALTH CLUB. CP&L will pay initiation and dues for a family membership
in the Xxx Hospital Wellness Center.
24. PERSONAL COMPUTER. CP&L will provide a personal computer to XxXxxxx to
be used at his personal residence.
25. TERMINATION OF EMPLOYMENT. The employment relationship between XxXxxxx
and CP&L is "at will" and may be terminated by either CP&L or XxXxxxx
with or without advance notice and may be terminated with or without
cause as defined below.
a) Termination Without Cause. Within two (2) years of the date of
this Agreement, if XxXxxxx'x employment is terminated without
cause or if XxXxxxx'x employment is constructively terminated,
then XxXxxxx will be provided with severance benefits of two (2)
years of annual base salary. In addition, XxXxxxx will be eligible
to retain all benefits under existing benefit programs to the
extent vested within the terms of those programs.
1) Termination for Cause - For purposes of this paragraph 25,
cause for the termination of employment shall be defined
as: (a) any act of XxXxxxx'x including, but not limited
to, misconduct, negligence, unlawfulness, dishonesty or
inattention to the business, which is detrimental to
CP&L's interests or (b) XxXxxxx'x unsatisfactory job
performance or failure to comply with CP&L's directions,
policies, rules or regulations.
2) Constructive Termination - For purposes of this paragraph
25, a constructive termination will be deemed to occur if:
(a) there is a change in the form of ownership of CP&L
(e.g., CP&L is acquired, enters into a business
combination with another company or otherwise changes form
of ownership) or (b) there is a change in the present CEO
of the Company or a material change in his or XxXxxxx'x
responsibilities.
b) Voluntary Termination - If XxXxxxx terminates his employment
voluntarily for any reason other than a constructive termination,
then he shall be eligible to retain all benefits under existing
benefit programs which have vested pursuant to the terms of those
programs, but he shall not be entitled to any form of salary
continuance or any form of severance benefit.
c) Termination for Cause - If XxXxxxx'x employment is terminated for
cause, then he shall be eligible to retain all benefits under
existing benefit programs which have vested pursuant to the terms
of those programs, but he shall not be entitled to any form of
salary continuance or any form of severance benefit.
29. WAIVER OF BREACH. XxXxxxx'x or CP&L's waiver of any breach of any
provision of this agreement shall not waive any subsequent breach by
the other party.
30. ENTIRE AGREEMENT. The Agreement: (i) supersedes all other
understandings and agreements, oral or written, between the parties
with respect to its subject matter; (ii) constitutes the sole agreement
between the parties with respect to its subject matter. Each party
acknowledges that: (i) no representations, inducements, promises, oral
or written, made by any party or anyone acting on behalf of the party,
which are not embodied in the Agreement; and (ii) no agreement,
statement, or promise not contained in the Agreement shall be valid or
binding on the parties unless such change or modification is in writing
and is signed by the parties.
31. SEVERABILITY. If a court of competent jurisdiction holds that any
provision or subpart thereof contained in the Agreement is invalid,
illegal, or unenforceable, that invalidity, illegality, or
unenforceability shall not affect any of the other provisions in the
Agreement.
32. PARTIES BOUND. The Agreement shall apply to, be binding upon an inure
to the benefit of the parties' successors, assigns, heirs, and other
representatives.
33. GOVERNING LAW. The Agreement will be governed by North Carolina law.
In witness whereof, the parties have entered into the Agreement on the day and
year written below.
By: /S/ Xxxxxx X. XxXxxxx Date: June 2, 1997
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Xxxxxx X. XxXxxxx
By: /S/ Date: June 2, 1997
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Carolina Power & Light Company
Title: /S/
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