TENTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Agreement, entered into and made effective as of September 1,
1999, by and between NATIONAL FUEL GAS COMPANY, a New Jersey corporation
("Employer") having its headquarters at 00 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx,
00000, and XXXXXXX X. XXXXXXX ("Employee"), an individual residing at 00 Xxxxxx
Xxxx, Xxxxxxx, Xxx Xxxx, 00000, is an amendment to that certain Employment
Agreement between Employer and Employee entered into the 17th day of September
1981 (the "Employment Agreement"), as extended by amendment on September 20,
1984, September 18, 1985, September 16, 1986, September 11, 1987, September 12,
1988, September 19, 1989, September 20, 1990, September 20, 1991 and September
19, 1996. The last amendment extended the term of Employment Agreement to
September 1, 1999.
WHEREAS, the parties desire to amend the Employment Agreement to
further extend its term and to update certain other provisions as provided
herein;
NOW THEREFORE, in consideration thereof and of the mutual covenants
contained herein, the parties agree as follows:
1. The Employment Agreement is extended from September 1, 1999 to
September 1, 2002.
2. The duties of Employee are those of the Chairman of the Board and
Chief Executive Officer. Employee shall also serve in such
directorships and other capacities of affiliated corporations of
the Employer to which he may be duly elected.
3. Employee's monthly salary shall be $70,679.16 payable by Employer
and it affiliates corporations in accordance with their regular
payroll procedures. This amount may be increased and/or
reallocated among the Employer and it affiliates from time to time
in the discretion of Employer's Board of Directors, but in no
event shall the total amount be reduced from its then current
level.
4. While employed by Employer (both during the term of this agreement
and thereafter), Employee shall be allowed to participate, on the
same basis generally as other executive officers of Employer, in
all general employee benefit plans and programs and in all benefit
plans available to executive officers, including improvements or
modifications of the same, which on the effective date or
thereafter are made available by Employer to all or substantially
all of Employer's executive officers. Such benefits, plans, and
programs may include, without limitation, medical, health, and
dental care, life insurance, disability protection, and pension
plans.
5. Without limiting the foregoing paragraph, Employee shall
participate in the Annual At Risk Compensation Incentive Program
("AARCIP"). Any incentive paid shall be in accordance with the
terms and provisions of the AARCIP, as amended from time to time.
Employer and Employee agree to negotiate Employee's incentive
opportunity for fiscal years 2000, 2001 and 2002, no later than
December 30 of such fiscal year.
6. Employer consents to Employee's service on the Boards of Directors
set out in Exhibit A, and such service shall not be deemed a
violation of this Employment Agreement
The parties agree that all other terms, conditions and stipulations
contained in the Employment Agreement, and any amendments thereto, shall remain
in full force and effect and without any change or modification, except as
provided herein.
NATIONAL FUEL GAS COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Xxxxxx X. Xxxxxxx
Chairman
Compensation Committee
/s/ Xxxxxxx X. Xxxxxxx
----------------------
Xxxxxxx X. Xxxxxxx
Employee
EXHIBIT A
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Name of Entity Position Held
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National Petroleum Council Member
Associated Electric & Gas Officer, Director and Chairman
Insurance Services Limited
Interstate Natural Gas Director
Association of America
American Precision Industries, Inc. Director
Institute of Gas Technology Trustee
HSBC Bank USA Director
HSBC Bank USA - Western Region Board Director
Merchants Mutual Insurance Director
Company
The Business Council of New York Director
State, Inc.
Buffalo Niagara Partnership Director
Niagara University Trustee
