Exhibit 10.1
[NiSource logo]
Xxxx X. Xxxxx
Chairman, President, and
Chief Executive Officer
000 X. 00xx Xxxxxx
Xxxxxxxxxxxx, XX 00000-6272
(000) 000.0000
October 25, 1999
Xx. Xxxxx X. Xxxxx
Chairman of the Board
Bay State Gas Company
000 Xxxxxxx Xxxxxxx
Xxxxxxxxxxx, XX 00000-0000
Re: Consulting Agreement
Dear Xxxxx:
This letter will confirm our agreement as to your status, responsibilities and
compensation relating to your positions with NiSource Inc. and its wholly-owned
subsidiary, Bay State Gas Company, following your retirement as a Bay State Gas
Company employee on November 12, 1999 and extending through the date of the
annual meeting of NiSource's shareholders in 2002.
During that period you will continue to serve as a non-employed member of the
Board of Directors and non-executive Chairman of the Board of Bay State Gas
Company and as a member of the Board of Directors of NiSource Inc. In addition
you will serve on such other Boards, including that of the Institute of Gas
Technology, as you and I shall agree from time to time. You also will
periodically brief me and the CEO of Bay State Gas Company on merger and
acquisition activity in the Northeast, and participate as requested in strategy
sessions and meetings with potential partners and targets. You will continue to
participate as an invitee to Bay State Gas Company officer group meetings and as
requested from time to time in visits to legislators and regulators.
In addition to compensation received as a non-employed director of NiSource,
your compensation for all of these services will be at the annual rate of
$24,000 to be paid by Bay State Gas Company in substantially equal monthly
installments, and you will be reimbursed for expenses incurred on our behalf.
This compensation will be in lieu of payments usually received by directors of
Bay State Gas Company. You will perform these services as an independent
contractor and not as an employee of NiSource Inc. or any of its subsidiaries.
You will be responsible for all taxes due as a result of receipt of compensation
under this agreement.
This agreement may be terminated early by you at any time and by NiSource on 30
days notice in the event of your death or disability or if such termination is
determined to be in the best interests of NiSource by a vote of its Board of
Directors.
Please signify your agreement by signing and returning a copy of this letter to
me.
Sincerely,
/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Chairman of the Board, President
and Chief Executive Officer
AGREED:
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
