AMENDMENT TO
EMPLOYMENT AGREEMENT
WHEREAS, Xxxxxx X. X'Xxxxx (the "Executive") entered into an Employment
Agreement ("Agreement") with Public Service Enterprise Group Incorporated, a New
Jersey Corporation ("Enterprise"), dated as of April 18, 2001, covering the
Executive's services as Executive Vice President and Chief Financial of
Enterprise, and
WHEREAS, the terms of such Agreement include the grant to Executive of
certain restricted stock award grants, and
WHEREAS, Enterprise and the Executive wish to provide the Executive
with the option to defer receipt of the stock subject to the restricted stock
award grants;
NOW, THEREFORE, IN CONSIDERATION of the mutual premises, Enterprise and
the Executive hereby agree to amend the Employment Agreement to add the
following as a new subsection 3(d)(i)(I):
(I) Notwithstanding the foregoing provisions of
Subsection 3(d)(i), the Executive may elect to defer the
delivery of any Annual Award that vests under Section
3(d)(i)(B), provided that the Executive's election is made
before January 1 of the year in which the Annual Award vests,
in accordance with the terms and conditions imposed by the
Company. In the event of such election, the shares of deferred
Company Stock shall be issued in the name of a trustee
selected by the Company, and the provisions of Subsection
3(d)(i)(E) shall continue to apply to the shares of Stock held
by such trustee. If the Executive defers delivery of the
Annual Award beyond the vesting date under Subsection
3(d)(i)(B), the Executive shall not be deemed to
have, by virtue of his deferral agreement or the
establishment of a trust, any claim on any specific assets
of the Company or to the assets of such trust, and shall
have no rights other than as a general unsecured creditor of
the Company with respect to such deferred Annual Award.
Subject to the terms of the trust instrument, the trustee
holding a deferred Stock Award shall have all of the rights
of a stockholder with respect to the shares of the Annual
Award issued in its name, including the right to vote the
shares, to receive dividends and other distributions thereon
and to participate in any change in capitalization of
Enterprise.
In the event of any Change in Control or change in
capitalization resulting in the issuance of additional or
different shares to the trustee during the term of the
deferral, such shares shall be subject to the same terms,
conditions and restrictions as the shares in respect to which
they are issued. If the trustee elects to reinvest dividends
on shares of Stock held in the Trust, or if the trustee shall
receive rights or warrants in respect to any shares of the
Stock, the shares acquired by dividend reinvestment or through
the exercise of rights shall also be subject to the same
terms, conditions and restrictions to the shares with respect
to which they are issued, unless otherwise provided in the
trust agreement.
Ratification
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All of the provisions of the Employment Agreement not hereby expressly
modified are hereby ratified and affirmed. Adopted this 21st day of December,
2001.
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Xxxxxx X. X'Xxxxx
PUBLIC SERVICE ENTERPRISE GROUP
INCORPORATED
By
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R. Xxxxx Xxxxxxx
Vice President and General Counsel
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