Exhibit (10)(l)(d)
SOUTH JERSEY INDUSTRIES
SOUTH JERSEY GAS COMPANY
SOUTH JERSEY ENERGY COMPANY
Officer Employment Agreement
THIS AGREEMENT made as of the first day of October 1999, by and between
South Jersey Industries, Inc. ("SJI"), and/or one or more of its subsidiaries
South Jersey Gas Company and South Jersey Energy Company, all New Jersey
corporations, having their principal offices at Number One South Jersey Plaza,
Route 54, Folsom, New Jersey (the "Companies"), and (the
"Officer").
W I T N E S S E T H :
WHEREAS, the Companies, desires to assure themselves of the continued
employment of the Officer by the Companies and to encourage his or her
continued attention and dedication to the Companies in the best interests of
the Companies and SJI shareholders; and
WHEREAS, the Officer is presently employed by the Companies as follows:
WHEREAS, the Officer desires to remain and continue in the employ of the
Companies on the terms hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties hereto agree as follows:
Section 1. Employment.
The Companies hereby agrees to continue to employ the Officer in the
positions in which he or she presently serves, and the Officer hereby agrees to
continue to serve in those positions, on the terms and conditions set forth
herein.
Section 2. Term.
The term of this Agreement shall be for a period of three (3) years
beginning October 1, 1999 and ending on September 30, 2002, subject to earlier
termination under sections 7 and 8.
Section 3. Duties and Responsibilities.
The Officer shall serve in the positions in which he or she presently
serves and shall report only to . The
Officer shall perform such duties and services as are customarily performed by
him or her and as are assigned to him or her by the Board of Directors of SJI.
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Section 4. Outside Services.
The Officer agrees to devote substantially all of his or her working time
and efforts to the business and affairs of the Companies and shall not,
directly or indirectly, without the written consent of the SJI Board of
Directors, render any services to any other person, firm or entity, or own,
manage, operate, control or participate in the management of any other person,
firm or entity during the term of this Agreement. However, the Officer is not
prohibited or prevented from acquiring or holding investments and securities
listed on a national or regional securities exchange or sold in an over-the-
counter public market, provided that the Officer is not part of any control
group of such corporation or entity. So long as it does not interfere with his
or her duties under this Agreement, the Officer shall have the right to serve
as a director of any other corporation upon the approval of the Board of
Directors of SJI.
Section 5. Place of Performance.
The Officer's services during the term of this Agreement shall be
performed primarily in the corporate headquarters building of the Companies at
Number One South Jersey Plaza, Route 54, Folsom, New Jersey. Without his or
her prior consent, the Officer shall not be required to move his or her place
of permanent employment from this corporate headquarters building, although the
Officer may be required to undertake reasonable domestic and international
travel from time to time consistent with his or her business travel
obligations.
Section 6. Compensation and Expenses.
6.1 Total Cash Compensation.
During the period of the Officer's employment under this Agreement, the
Companies shall pay to the Officer a Base Salary of not less than $
per annum and, if established by the SJI Board of Directors, a performance
based annual cash award, the two components being defined as Total Cash
Compensation. Base Salary shall be paid in either twenty-four (24) or twenty-
six (26) equal installments. The amount of Total Cash Compensation shall be
reviewed annually in accordance with the normal business practices of the
Companies.
6.2 Additional Benefits.
In addition to the Base Salary, the Companies shall pay for and the
Officer shall be entitled without limitation to participate in employee benefit
plans presently in effect or hereafter adopted by the Companies which are
applicable to employees generally. To the extent said benefits have been
modified or additional benefits provided, they are detailed in Exhibit A, which
is attached hereto and made a part hereof. If employer contributions to any
such plan (other than a defined benefit plan) for the benefit of the Officer or
his or her dependents or beneficiaries are reduced in amount by any statute or
regulation from the payments that would otherwise be so made but for such
statute or regulation, the amount that is prohibited from being paid to such
plan because of such statute or regulation, increased if necessary as provided
in the next sentence, shall be paid, at the time it would have been paid to
such plan except for such prohibition to the Officer in a lump sum cash
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payment. Such amount shall be increased if necessary so that, after federal and
state income taxes on the amount as so increased are taken into account, the
net amount after such taxes, shall be paid to the Officer.
6.3 Expenses.
In addition to the Total cash compensation and Additional Benefits, the
Companies shall pay for and the Officer shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Officer in performing
services under this Agreement, including all expenses of travel and living
expenses while away from home on business or at the request of and in the
service of the Companies, provided that such expenses are incurred and
accounted for in accordance with the policies and procedures presently or
hereafter established by the Companies.
6.4 Services Furnished.
The Companies shall furnish the Officer with office space,
administrative/clerical assistance and such other facilities and services as
shall be suitable to the Officer's position and adequate for the performance of
his or her duties.
Section 7. Reasons for Termination.
7.1 Death.
This Agreement shall terminate upon the Officer's death, and he or she
shall be entitled to such death benefits to which he or she is otherwise
entitled presently or which may be hereafter established by the Companies.
7.2 Disability.
If the Officer shall be determined to be disabled in accordance with the
disability policy or plan of the Companies, the Officer may be removed from
positions within the Companies in which he or she then may be serving.
However, the Officer shall not be terminated as an employee of the Companies.
The Officer shall be retained in such positions and given such duties and
responsibilities as are commensurate with his or her abilities at the time.
The Officer shall be entitled to such disability benefits, including short term
and long term, to which he or she is otherwise entitled presently or which may
be hereafter established by the Companies. Until the Officer becomes entitled
to such disability benefits, he or she shall continue to be paid his or her
Total cash compensation in accordance with this Agreement. The determination
of the disability of the Officer shall be made by the Board of Directors of the
Companies in the exercise of his discretion in accordance with procedures set
forth in the disability policies or plan.
7.3 Retirement.
If the Officer shall retire, he or she shall be entitled to such pension
and other benefits applicable to executive employees generally and him or her
specifically including, without limitation, those presently existing or
hereafter established by the Companies.
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7.4 For Cause by the Companies.
The Companies may terminate the Officer's employment for Cause. For
purposes of this Agreement, the Companies shall have "Cause" to terminate the
Officer's employment hereunder only for the following reasons: (1) the willful
and continued failure by the Officer to substantially perform his or her duties
hereunder other than any such failure resulting from the Officer's incapacity
due to physical or mental illness or injury; (2) the conviction of the Officer
of a crime under state or federal law and the Companies' Board of Directors or
one of its committees is unable to conclude in good faith (and in its sole
discretion) that the Officer had no reasonable cause to believe that the
activities of which he or she was convicted were unlawf ul and that such
conviction will not materially impair his or her ability to discharge his or
her duties; (3) the willful engaging by the Officer in misconduct which is
materially injurious to the Companies, monetarily or otherwise; or (4) the
continued inability of the Officer to perform his or her duties by reason of
alcoholism or drug abuse even after appropriate rehabilitation services have
been made available to him or her.
7.5 For Good Reason by the Officer.
The Officer may terminate the Officer's employment for Good Reason
following a Change of Control of the Companies at any time during the term of
this Agreement. For purposes of this Agreement, "Good Reason" shall mean any
of the following: (1) the assignment to the Officer by the Companies, without
the Officer's express written approval, of duties inconsistent with the
Officer's position, duties, responsibilities, titles, offices or status with
the Companies immediately prior to a Change of Control of the Companies, or any
removal of the Officer from or any failure to re-elect the Officer to any of
such positions; (2) a reduction in the Officer's Total Cash Compensation as in
effect on the date hereof or as the same is increased from time to time during
the term of this Agreement; (3) the failure to review and increase the
Officer's Total Cash Compensation within twelve (12) months after the Officer's
last increase in Total Cash Compensation by an amount which at least equals, on
a percentage basis, the average percentage increase in Total Cash Compensation
for all the Companies' Officers for that same period (excluding promotions);
(4) the failure to continue in effect any benefit plan or arrangement in which
the Officer is participating immediately prior to a Change of Control, or the
taking of any action by the Companies which would adversely affect the
Officer's participation in and/or materially reduce the Officer's benefits
under any such benefit plan or arrangement or which would deprive the Officer
of any material fringe benefit enjoyed by the Officer immediately prior to a
Change of Control; (5) a relocation of the Companies' corporate headquarters to
a location outside of Folsom, New Jersey, or the Officer's relocation to any
place other than the location at which the Officer performed the Officer's
duties except for required travel by the Officer on the Companies' business to
an extent substantially consistent with the Officer's business travel
obligations immediately prior to a Change of Control; (6) any purported
termination of the Officer's employment which is not effected pursuant to a
Notice of Termination.
For purposes of this Agreement a "Change of Control" of the Companies
shall mean any of the following: (1) consummation of any plan or proposal for
the merger, liquidation, dissolution or acquisition of SJI or all or
substantially all of its as sets; (2) election to the Board of Directors of SJI
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of a new majority different from the individuals who at the beginning of the
term of this Agreement constituted the entire Board of Directors of SJI, unless
each such new director stands for election as a management nominee and is
elected by shareholders immediately prior to the election of any such new
majority; or (3) the acquisition by any person of 20% or more of the stock of
SJI having general voting rights in the election of directors (for purposes of
this clause (3), the term "person" shall include two or more persons acting as
a group for the purpose of acquiring, holding or disposing of stock of SJI).
Section 8. Benefits upon Termination.
8.1 Termination by the Companies for Cause.
If the Officer's employment by the Companies shall be terminated for Cause
(as defined in Section 7.4), the Companies shall pay the Officer his or her
Total Cash Compensation through the Date of Termination at the rate in effect
at the time Notice of Termination is given and the Companies shall have no
further salary obligations to the Officer under this Agreement. The Officer
shall be entitled to such retirement benefits as he or she may otherwise be
entitled to on the Date of Termination. Effective as of the Date of
Termination, the Officer shall no longer be an employee of the Companies and
shall no longer be entitled to the privileges and benefits thereof.
8.2 Termination by the Officer for Good Reason.
If the Officer's employment shall be terminated by the Officer for Good
Reason following a Change of Control (as defined in Section 7.5), the Companies
shall pay the Officer as severance pay an amount equal to 300% of a base amount
determined to be the average of the aggregate annual compensation paid to the
Officer during the five (5) calendar years preceding the Date of Termination
and subject to federal income taxes; provided that, if any lump-sum severance
payment, either alone or together with any other payment which the Officer has
the right to receive from the Companies, would constitute a "parachute payment"
as defined in Section 280G of the Internal Revenue Code of 1986, as amended,
such lump-sum severance payment shall be reduced to the largest amount as will
result in no portion of the lump-sum payment being subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended. The
Companies shall pay this lump-sum severance payment, in cash, on the Date of
Termination.
8.3 Termination by the Companies for Other than Cause.
If the Companies terminates the Officer's employment for other than Cause
following a Change of Control, the Officer shall be entitled to those benefits
set forth in paragraph 8.2 above. If the Companies terminates the Officer's
employment for other than Cause without a Change of Control (as defined in
Section 7.5), which the Companies may do at any time in its sole discretion,
the Companies shall pay the Officer as severance pay an amount equal to 150% of
the Officers then current Base Salary, to be paid out in eighteen (18) equal
monthly installments. In addition, the Officer shall be entitled to such
retirement benefits as he may otherwise be entitled to on the Date of
Termination. However, for purposes of the Supplemental Executive Retirement
Plan ("SERP") formula, the eighteen (18) month severance period shall be
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included as service credit and the severance amount considered in the Final
Average Earnings ("FAE") calculation. In no case will the inclusion of this
severance period produce a SERP benefit in excess of the maximum percentage of
FAE provided for in the SERP plan in effect on the Date of Termination. The
continuation of such payments and benefits shall be the Officer's sole and
exclusive remedy and the Companies shall have no further obligations or
liability to the Officer or his survivors (except as otherwise provided by this
section) under this Agreement.
Section 9. Procedure for Termination.
9.1 Notice of Termination.
For the purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Officer's
employment.
9.2 Date of Termination.
For the purposes of this Agreement, the "Date of Termination" shall mean
the date of the Officer's death; or thirty (30) days after Notice of
Termination is given; provided that if within ten (10) days after any Notice of
Termination is given the party receiving such Notice of Termination notifies
the other party that a dispute exists concerning the termination, the date of
termination shall be extended for an additional period not to exceed ten (10)
days. During the period between Notice of Termination and the Date of
Termination the Officer may request and shall be granted a hearing before the
Board of Directors of the Companies or such committee thereof as it may
designate, at which time the Board of Directors shall decide whether in its
reasonable good faith opinion the Officer was either disabled or discharged for
Cause and specifying the particulars thereof in detail.
Section 10. No Obligation to Mitigate Damages; No Effect on Other
Contractual Rights.
10.1 The Officer shall not be required to mitigate damages or the amount
of any payment provided for under this Agreement by seeking other employment or
otherwise.
10.2 The amount of any payment provided to the Officer under this
Agreement shall not be reduced by any compensation earned by the Officer as the
result of employment by another employer after the Date of Termination.
10.3 The provisions of this Agreement, and any payment provided for
hereunder, shall not reduce any amounts otherwise payable, or in any way
diminish the Officer's existing rights, or rights which would accrue solely as
a result of the passage of time under any plan of benefits provided to officers
and managers of the Companies.
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Section 11. Confidential Information.
The Officer will not, during or after the term of this Agreement, use for
himself or herself or others, or disclose to others, any formulae, trade
secrets, customer lists, know-how or other confidential information of or about
the Companies or any of its affiliates unless authorized in writing to do so by
the Companies. The Officer understands that this undertaking applies to
information of a technical or commercial or other nature and that any
information not made available to the general public is to be considered
confidential.
Section 12. Papers.
All correspondence, memoranda, notes, records, reports, plans and other
papers and items received or made by the Officer in connection with his or her
duties hereunder shall be the property of the Companies, and the Officer shall
not have any property rights to such items when he or she is no longer an
employee of the Companies.
Section 13. Noncompetition.
13.1 The Officer acknowledges that, during the course of his employment
hereunder, he will have access to the Companies' customer and business
prospects, knowledge of and experience in the techniques and methods the
Companies used to do business in its industries and other information and
know-how which, even if not directly disclosed to a competitor of the
Companies, would give a competitor significant and unfair advantages over the
Companies if made available to it through the Officer's employment.
13.2 Accordingly, unless the Officer requests in writing and is thereafter
authorized in writing to do so by the Companies, the Officer will not, during
the term of this Agreement, or for a period of one (1) year thereafter,
directly or indirectly own, manage, operate, join, control or participate in
the ownership, management, operation or control of, or be employed by, any
business, corporation, proprietorship, partnership or other entity which
competes with or is engaged in any alliance or joint venture with either of the
Companies.
13.3 The undertakings in this Section 13: shall apply only to those areas
where the Companies engage or propose to engage in business or which the
Companies, at the termination of the Officer's employment hereunder have
defined as their market territory, but shall not apply if the Company is or the
Companies are, and after thirty days' written notice to the Companies thereof
continue to be, in default of its or their obligation to make any of the
payments they are then required to make to the Officer and the Officer is not
in default in the performance of his obligations. For the avoidance of doubt,
it is agreed that Energy Company's business involves participation in
electronic gas trading markets with dealings with buyers, sellers and traders
located throughout the United States, and in which geographical location of
traders and managers in unimportant. Accordingly, it is agreed that the
restrictions of this Section 13 shall apply to Energy Company's competitors
located throughout the northeast and mid-atlantic United States, and that such
limitations are reasonable in light of the kind of business transacted by
Energy Company.
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13.4 If the provisions of this Section 13 should ever be adjudicated to
exceed the time, geographic or other limitations permitted by applicable law in
any jurisdiction, then such provisions shall be deemed reformed in such
jurisdiction to the maximum time, geographic or other limitations permitted the
law applicable in that jurisdiction. In addition, the Officer hereby
authorizes the Company to bring the Officer's obligations hereunder to the
attention of, and to provide a copy or description of pertinent Sections of
this Agreement to, any entity which the Company believes may offer or has
offered employment to the Officer.
Section 14. Renewal and Extension of Agreement.
The term of this Agreement shall be automatically renewed and extended for
a period of three (3) years from the date of any Change of Control in order
that the Officer obtains the full benefit of all severance benefits in the
event of termination of employment after any Change of Control. This
Agreement, either under its normal three (3) year term or under the term
resulting from a Change of Control, shall be considered for renewal and
extension by the Board of Directors of the Companies or such committee thereof
as it may designate at least six (6) months prior to the end of its term.
Action by the Board of Directors shall be required to renew and extend this
Agreement.
Section 15. Enforcement.
The Officer acknowledges that in the event of his or her breach or threat
of breach of Sections 11, 12 or 13 of this Agreement, the Companies' remedies
at law will be inadequate and, in such event, the Companies will be entitled to
appropriate injunctive and other equitable relief in addition to its legal
remedies.
Section 16. Notices.
All notices and other communications provided for herein that one party
intends to give to the other party shall be in writing and shall be considered
given when mailed by certified mail, return receipt requested, or personally
delivered, either to the party or at the address set forth below (or to such
other address as a party shall designate by notice hereunder):
South Jersey Industries, Inc.
Attn: Chairman, Board of Directors
Number One South Jersey Plaza - Xxxxx 00
Xxxxxx, Xxx Xxxxxx 00000
{OFFICER NAME & ADDRESS}
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Section 17. Amendments.
This Agreement may be amended, modified, superseded, canceled, renewed or
extended only by a written instrument executed by both parties hereto.
Section 18. Binding Effect and Non-Assignability.
This Agreement shall inure to the benefit of the Officer's heirs and
personal representatives and shall be binding upon the successor of the
Companies, including any entity with which the Companies may be merged or
consolidated or which may acquire all or substantially all of the assets of the
Companies. This Agreement shall not be assignable, in whole or in part, by
either party, without the written consent of the other party.
Section 19. Legal Expenses.
In the event of a dispute in connection with this Agreement, the parties
shall each pay their own costs, except that in the event of such a dispute
after a Change of Control involving termination of employment, or involving
entitlement to compensation or benefits in the event of termination of
employment, the Companies shall pay the legal expenses of the Officer.
Section 20. Arbitration.
Any controversy or claim arising out of or relating to this Agreement or
the breach thereof shall be settled by arbitration in the County of Atlantic,
State of New Jersey, in accordance with the rules then in effect of the
American Arbitration Association, and judgment upon the award rendered may be
entered in any court having jurisdiction thereof. In any such arbitration each
party will choose one arbitrator and those two arbitrators will choose a third.
Each party will pay the costs associated with its arbitrator and will divide
equally the cost associated with the third arbitrator. Notwithstanding
anything to the contrary in this Section 20, either party may commence in any
court having jurisdiction over the parties hereto any action to obtain
injunctive relief.
Section 21. Equitable Relief
The Companies and the Officer confirm that the restrictions contained in
Section 11, 12 and 13 are, in view of the nature of the business of the
Companies, reasonable and necessary to protect the legitimate interests of the
Companies, and that any violation of any provision of those Sections will
result in irreparable injury to the Companies. The Officer hereby agrees that,
in the event of any breach or threatened breach of the terms or conditions of
the Agreement by the Officer, the Companies' remedies at law will be inadequate
and, in any such event, any of them shall be entitled to commence an action for
preliminary and permanent injunctive relief and other equitable relief in any
court of competent jurisdiction, notwithstanding any provision hereof relating
to arbitration. The Officer further irrevocably consents to the jurisdiction
of any state or federal court located in the State of New Jersey over any suit,
action or proceeding arising out of or relating to this Section and hereby
waives, to the fullest extent permitted by law, any objection that he may now
or hereafter have to such jurisdiction or to the laying of venue of any such
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suit, action or proceeding brought in such a court and any claim that such
suit, action or proceeding has been brought in an inconvenient forum. The
Officer agrees that effective service of process may be made upon him by mail
under the notice provisions contained in Section 16. No party hereto shall be
required to post a bond prior to the commencement of any suit, action or
proceeding relating to this Section.
Section 22. Governing Law.
This Agreement shall be governed by the laws of the State of New Jersey.
Section 23. Entire Agreement.
This Agreement contains the entire agreement between the parties relative
to its subject matter, superseding all prior agreements or understandings of
the parties relating thereto.
Section 24. Waiver.
Any term or provision of this Agreement may be waived in writing at any
time by the party entitled to the benefit thereof. The failure of either party
at any time to require performance of any provision of this Agreement which has
not been waived in writing shall not affect such party's rights at a later time
to enforce such provision. No consent or waiver by either party to any default
or to any breach of a condition or term of this Agreement shall be deemed or
construed to be a consent or waiver to any other breach or default.
Section 25. Invalidity of Portion of Agreement.
If any provision of this Agreement or the application thereof to either
party shall be invalid or unenforceable to any extent, the remainder of this
Agreement shall not be affected thereby and shall be enforceable to the fullest
extent of the law.
Section 26. Benefits of the Agreement
This Agreement is for the benefit of each of the Companies, and each of
them as well as the Companies shall have standing to enforce it as though it is
a party hereto. Each reference in this Agreement to an obligation by either of
the Companies shall be a reference to the obligation of the Company to cause
the Companies to perform such obligation. Each undertaking by either of the
Companies in this Agreement shall be the undertaking of the Company to cause
the Companies to perform such undertaking.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
effective as of the date first above written.
FOR THE COMPANIES:
By_________________________________
By_________________________________
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EXHIBIT A
ADDITIONAL OR MODIFIED OFFICER BENEFITS
The following benefits are provided to the Officer who is party to this
Officer Employment Agreement.
1. Disability Plan
(a) temporary disability (sick pay), commences on the eighth
(8th) consecutive day of absence. Temporary disability shall be paid at a rate
of one hundred percent (100%) of the Officers Base Salary, and extends at full
pay for up to 120 days (for officers with less than five (5) years of service
and up to 365 days for Officers with service of five (5) or more years.
(b) long term disability (LTD), begins upon the expiration of
the temporary disability benefit as described above. LTD is paid at a rate of
fifty percent (50%) of the Officers Base Salary, reduced by Social Security
Disability payments, if any. LTD continues until the Officers status changes as
a result of retirement, rehabilitation, death, voluntary resignation or
reassignment as provided for in section 7.2. For the first two years of LTD,
medical certification of the ongoing disability against the Officers "own
position(s)" is required. Thereafter, medical certification shall consider "any
position". At the discretion of the CEO, the Officer's position may be replaced
following one year of his/her LTD.
2. Group Life Insurance - at a principle equivalent to two times
(2x) the Officer's Base Salary, rounded to the next highest $ 5,000 increment.
The insurance premium shall be paid by the Companies; the Officer shall be
responsible for resultant federal, state or local income taxes.
3. 24-Hour Accident Protection Coverage - while in the employ of
the Company in an amount of $ 250,000. The insurance premium shall be paid by
the Companies; the Officer shall be responsible for resultant federal, state or
local income taxes.
4. Supplemental Survivor's Benefit - upon the death of the
Officer while he/she is in the employ of the Company, his/her surviving
beneficiary shall receive a lump sum payment of $1,000 to be paid as soon as
practical following the Officer's death. The surviving beneficiary shall also
receive a lump sum death benefit based upon years of service with the company
in the amounts of six (6) months base salary (10-15 service years); nine (9)
months base salary (15-25 service years); twelve (12) months base salary
(25 + service years). Such payment shall be offset by proceeds from the
Officer's qualified pension plan and SERP in the year of death.
5. Supplemental Executive Retirement Plan (SERP) - the Officer
achieving eligibility under the SERP plan, shall be entitled to the pension
benefits of that plan in place on the effective date of the Officer Employment
Agreement or, in effect on the earlier of his/her termination or retirement
date, whichever provides the greater benefit in the opinion of the Officer.
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6. Company Automobile - the Officer shall be provided a company
automobile to be used for business and at the Officer's discretion, for
commuting and other non-business purposes. The Companies shall provide for
vehicle registration, insurance coverage, repair, preventative maintenance and
fuel. The Officer shall be responsible for any federal and/or state income
taxes which result from non-business usage.
7. Time Off - the Officer shall take such time off for vacation or
personal needs as may be accommodated while ensuring the duties and
responsibilities of his/her position are accommodated to the satisfaction of
SJI's CEO. It is anticipated that such time off would not normally exceed
twenty (20) days per calendar year, exclusive of scheduled corporate holidays.
Time off shall not accrue, nor shall it be carried from one year to the next;
resultantly, there shall be no payment for "unused time off" at the time of the
Officer's death, retirement or other such termination.
8. Annual Physical Examination - the Companies shall provide the
Officer with an annual physical examination at its expense. The Officer shall
be responsible to schedule and undergo a reasonably comprehensive annual
physical examination by a physician of his/her choosing, between the months of
June and October. The attending physician shall provide to the Officer a
reasonably detailed oral or written report of his/her findings and
recommendations. Said report and recommendations shall neither be requested nor
provided to the Company, its other officers, employees or agents. However,
should the Officer be diagnosed with a condition which in his or her judgment
will (a) substantially effect his/her performance, or (b) render him or her
unable to continue as an Officer, or (c) likely result in his or her death
within a twelve month period of such diagnosis, the Companies request that the
Officer advise the CEO accordingly, so that proper succession planning can be
initiated.
9. Severance Benefits - in the event the Officer terminates
subject to section 8.2 or 8.3, the Companies shall provide out placement
services to the Officer in an amount not to exceed $ 15,000 or at the
discretion of the CEO, up to $ 20,000. The Officer shall provide the Companies
with a proposal from a consultant of the Officer's choosing. Consultant
invoices shall be rendered directly to the Companies and payment shall be made
up to the approved amount, directly to the out placement firm. In the event the
Officer terminates by virtue of retirement, disability, for good reason by the
officer or, by the companies for other than cause, the CEO of SJI may at
his/her discretion, transfer title to the companies car to the Officer (if the
SJI CEO, at the discretion of the SJI Board of Director's Compensation &
Pension Committee). Subject to governing law and/or regulation, death benefits
and health benefits may continue at the Officer's (or survivor's) request and
expense and at the applicable individual, group or COBRA premium/rates.
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