December 16 , 2009 Richard J. Smith New Orleans, LA 70131 RE: Retention Agreement if the Spin Transaction Does Not Occur Dear Rick:
Exhibit
10(a)112
December
16 , 2009
Xxxxxxx
X. Xxxxx
00 Xxxxxx
Xxxxx Xxxxx
Xxx
Xxxxxxx, XX 00000
RE:
Retention Agreement if the Spin Transaction Does Not Occur
Dear
Xxxx:
Further
to our discussions, in the event the Spin Transaction does not occur, Entergy
Corporation desires your continued leadership to ensure appropriate and
efficient closure of the spin efforts, among other things. Accordingly, this
letter agreement (“Agreement”) sets
forth terms and conditions approved by the Personnel Committee of the Entergy
Board of Directors for your continued employment by Entergy Services, Inc. or
another subsidiary or affiliate of Entergy Corporation (each an “Entergy System
Company”) in the event the Spin Transaction does not
occur. For purposes of this Agreement, the “Spin Transaction” is
defined as a transaction designed to create a publicly traded company legally
independent from Entergy Corporation that would own all or any part of Entergy
Corporation’s current non-utility nuclear business on terms approved by the
Board of Directors of Entergy Corporation.
Specifically,
if the Spin Transaction does not occur, then for good and valuable consideration
set forth herein, the parties hereto agree as follows:
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1.
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An
Entergy System Company, as designated by the Chief Executive Officer of
Entergy Corporation (“CEO”), shall
continue to employ you in a position, at a management level and with a
salary no less than your management level and salary with Entergy
Services, Inc. as of the effective date of this
Agreement.
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2.
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Your
duties during your continued employment shall be as the CEO may direct,
including, but not limited to, coordinating the orderly unwinding of the
preparations for the contemplated Spin Transaction and assisting in
efforts to renew the operating license for the Indian Point Energy Center,
and you shall be required to perform such duties to the satisfaction of
the CEO.
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3.
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Should
you remain continuously employed in accordance the terms and conditions
set forth above for twenty-four (24) months following the date of a public
announcement that the Spin Transaction shall not occur, then at the end of
such twenty-four (24) month period, you shall receive payment of a
single-sum cash payment equal to 1.5 times your “base salary,” as defined
below, and such cash amount shall be payable to you as
soon as practicable after, and no later than March 15th following, the end
of the calendar year in which such amount is no longer subject to a
“substantial risk of forfeiture” (within the meaning of Code Section
409A).
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4.
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Should
you not
remain continuously employed for twenty-four (24) months and, therefore,
not be entitled to payment under (3) above, but should you remain
continuously employed at least six (6) months following the date of a
public announcement that the Spin Transaction shall not occur and in
accordance with the terms and conditions set forth above, then with the
CEO’s express written consent (which consent may be freely withheld in the
CEO’s sole discretion and for any reason) you may elect to retire from
Entergy System Company employment, in which case upon your “separation
from service” (within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended) you shall receive payment of a single-sum cash
payment equal to 1.5 times your “base salary,” as defined below, and such
cash amount shall be payable to you as
soon as practicable after, and no later than March 15th following, the end
of the calendar year in which such amount is no longer subject to a
“substantial risk of forfeiture” (within the meaning of Code Section
409A).
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5.
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For
purposes of (3) and (4) above, your “base salary”
shall mean your annual pre-tax rate of base pay as of the date of your
separation from service, exclusive of any bonuses, overtime, incentive or
other special payments but inclusive of the amount(s), if any, you have
elected to defer under a qualified 401(k) plan, cafeteria plan or similar
deferred compensation plan sponsored by Entergy Corporation or otherwise
in which your Entergy System Company employer
participates; and
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6.
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The
amount that may become payable under this Agreement shall be excludible
from the requirements of Code Section 409A, to the maximum possible
extent, as a short-term deferral amount (e.g., payable prior to
March 15 of the calendar year following the calendar year in which such
amount is no longer subject to a substantial risk of
forfeiture).
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In
accordance with resolution of the Personnel Committee of the Entergy Board of
Directors, this Agreement shall be effective on the earliest date both parties
have executed it.
ACCEPTED
BY
EMPLOYER: ACCEPTED
BY EXECUTIVE:
Entergy
Services, Inc.
By its
Duly Authorized Agent:
/s/ Xxxxx X.
Seamons______________ /s/ Xxxxxxx X.
Smith___________________
Xxxxx X.
Xxxxxxx Xxxxxxx X.
Xxxxx
Xx.
Vice-President, Human Resources
and
Administration
Executed
this 18th day of December,
2009. Executed
this 18th day of December, 2009.
