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EXHIBIT 10.37A
AGREEMENT
On this ___ day of July, 1997, Orange and Rockland Utilities, Inc.
(hereinafter the "Company") and X. X. Xxxxxxxx (hereinafter the "Executive")
enter into this Agreement.
WHEREAS, the Executive and the Company are parties to an agreement
dated January 22,1996 (the "Severance Agreement"), which provides the Executive
with certain protective measures in the event the Executive's employment is
terminated following a Change in Control, as defined in the Severance Agreement;
and
WHEREAS, paragraph "6.1(B)" of the Severance Agreement presently
provides:
(B) Notwithstanding any provision of any annual or long-term
incentive plan to the contrary, 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 year or other
measuring period preceding the Date of Termination under any
such plan but which, as of the Date of Termination, is
contingent only upon the continued employment of the Executive
to a subsequent date or otherwise has not been paid, and (ii)
a pro rata portion to the Date of Termination of the aggregate
value of all contingent incentive compensation awards to the
Executive for all then uncompleted periods under any such
plan, calculated as to each such award by multiplying the
award that the Executive would have earned on the last day of
the performance award period, assuming the achievement, at the
target level of the individual and corporate performance goals
established with respect to such award, by the fraction
obtained by dividing the number of full months and any
fractional portion of a month during such performance award
period through the Date of Termination by the total number of
months contained in such performance award period.; and
WHEREAS, the Orange and Rockland Utilities, Inc. Long-Term Performance
Share Unit Plan (the "Plan") provides in paragraph "9(a)":
(a) EFFECT OF CHANGE IN CONTROL OR POTENTIAL CHANGE IN
CONTROL. Other provisions of the Plan notwithstanding, upon
the occurrence of a Change in Control or a Potential Change in
Control during a Performance Period, all of the Target PSUs
and Dividend Equivalent PSUs shall be deemed to be earned as
of the date of such event. As soon as practicable after any
Change in Control or Potential Change in Control, the Company
shall pay to each Participant (or his or her Beneficiary) a
lump-sum cash distribution equal to (i) the number of Target
PSUs and Dividend Equivalent PSUs deemed earned by the
Participant under this Section 9(a), multiplied by the Fair
Market Value of a Share as of the date
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immediately preceding the Change in Control or the Potential
Change in Control; plus (ii) the entire unpaid balance of the
Participant's Deferral Accounts as of the date immediately
preceding the Change in Control or Potential Change in
Control; plus (iii) the number of DSUs, including Dividend
Equivalent DSUs, credited to the Participant's DSU Account as
of the date of the Change in Control or the Potential Change
in Control, multiplied by the Fair Market Value of a Share as
of the date immediately preceding the Change in Control or the
Potential Change in Control; plus (iv) if, in connection with
any dividend, distribution, or forward Share split, the record
date is before, but the payment date is after, the date of the
distribution under this Section 9(a), the amount of cash plus
the Fair Market Value of any Shares or other property payable
or issuable as a dividend or distribution on each Share
multiplied by the number of PSUs and DSUs settled in
accordance with clauses (i) and (iii) of this sentence.; and
WHEREAS, the Company and the Executive wish to amend the Severance
Agreement so that it reflects the provisions of the Plan.
NOW, THEREFORE, the Company and the Executive agree as follows:
1. Paragraph "6.1(B)" of the Severance Agreement is hereby rescinded
and replaced by the following revised paragraph:
6.1 . . . (B) Except with regard to the Orange and Rockland
Utilities, Inc. Long-Term Performance Share Unit Plan (the
"PSU Plan"), and notwithstanding any provision of any other
annual or long-term incentive plan to the contrary, 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 year or other measuring period preceding the Date of
Termination under any such plan but which, as of the Date of
Termination, is contingent only upon the continued employment
of the Executive to a subsequent date or otherwise has not
been paid, and (ii) a pro rata portion to the Date of
Termination of the aggregate value of all contingent incentive
compensation awards to the Executive for all then uncompleted
periods under any such plan, calculated as to each such award
by multiplying the award that the Executive would have earned
on the last day of the performance award period, assuming the
achievement, at the target level of the individual and
corporate performance goals established with respect to such
award, by the fraction obtained by dividing the number of full
months and any fractional portion of a month during such
performance award period through the Date of Termination by
the total number of months contained in such performance award
period. Upon a Change in Control or Potential Change in
Control, the Executive's right to receive incentive
compensation awarded or allocated to the Executive under the
PSU Plan shall be governed by the terms of the PSU Plan.
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2. Except as provided above, nothing in this Agreement is intended, nor
shall this Agreement be construed, to in any other way amend the Severance
Agreement.
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X. X. Xxxxxxxx Xxxxx X. X'Xxxxx, Xx.
Chairman, Compensation
Committee
