FIRST AMENDMENT TO THE SEVERANCE AGREEMENT
BETWEEN
SEMCO ENERGY, INC. AND
XXXXXX
X. XXXXX
THIS
FIRST AMENDMENT to the Severance Agreement (the “Agreement”) dated June 29,
2005, by and between SEMCO Energy, Inc. (the “Company”), a corporation organized
and existing under the laws of the State of Michigan, and Xxxxxx X. Xxxxx
(“Executive”) is made as of this 22nd
day of
February, 2007.
W I T N E S S E T H:
WHEREAS,
the Company and the Executive entered into the Agreement as of June 29,
2005;
WHEREAS,
Section 3 of the Agreement provides for Executive’s compensation;
WHEREAS,
the Company’s Board of Directors has, from time to time since the execution of
the Agreement approved adjustments to the Target Annual Bonus opportunity and
Long-Term Incentive Award Target set forth in the Agreement; and
WHEREAS,
the Company and Executive desire to amend the Agreement to include the
previously approved changes in the Target Annual Bonus opportunity and Long-Term
Incentive Award Target for the Executive and to allow for increases in the
short-term and long-term incentive opportunity levels from time to time without
further amendments to the Agreement.
NOW,
THEREFORE, the Agreement is hereby amended as follows:
1. By
adding
the following to the end of Section 3.2:
The
percentage set forth in Exhibit C shall be reviewed annually by the Board of
Directors, and may be increased from time to time to reflect market changes
in
the compensation paid to similarly-situated executives but may not be decreased
without Executive’s express written consent.
2. By
adding
the following to the end of Section 3.3.2:
The
Long-Term Incentive Award Target set forth in Exhibit D shall be reviewed
annually by the Board of Directors, and may be increased from time to time
to
reflect market changes in the compensation paid to similarly-situated executives
but may not be decreased without Executive’s express written
consent.
3. Exhibit
C
to the Agreement is amended as follows:
Effective
as of January 1, 2006, Executive’s Target Annual Bonus shall be 50% multiplied
by his Base Salary.
4. Exhibit
D
to the Agreement is amended as follows:
Effective
as of January 1, 2006, Executive’s Long-Term Incentive Award Target is increased
from 50% multiplied by his Base Salary to 70% multiplied by his Base
Salary.
Except
as
expressly amended hereby, the Agreement shall remain in full force and
effect.
IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
executed as of the day and year first above written.
| SEMCO ENERGY, INC. | ||
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| By: | /s/ Xxxxxx X. Xxxxxxxxx, Xx. | |
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| Title: | President and CEO | |
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| EXECUTIVE | ||
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| /s/ Xxxxxx X. Xxxxx | ||
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