EXHIBIT 10 (iii) 23
ASSIGNMENT AND ASSUMPTION
EMPLOYMENT AGREEMENTS WITH OFFICERS
OF CENTRAL XXXXXX GAS & ELECTRIC CORPORATION
Reference is made to the employment agreements ("Agreements") between the
individuals listed on Annex A hereto and Central Xxxxxx Gas & Electric
Corporation ("Central Xxxxxx"). Central Xxxxxx ("hereinafter 'Assignor') hereby
assigns such Agreements, pursuant to authorization of its Board of Directors by
action taken on January 28, 2000, in the form attached hereto, to CH Energy
Group, Inc. ("Assignee").
Assignor and Assignee hereby agree as follows:
Assignor hereby assigns all of its interest and obligations under said
Agreements to Assignee and Assignee, pursuant to authorization of its Board of
Directors by action taken on February 4, 2000, and pursuant to Section 11(c) of
said Agreements, as successor corporation to substantially all of the business
and/or assets of Assignor, hereby expressly assumes and agrees to perform,
effective December 15, 1999, the Agreements in the same manner and to the same
extent Assignor would be required to perform the Agreements if no such
succession had taken place.
Assignee also expressly and unconditionally assumes and agrees to perform,
effective December 15, 1999, Assignor's obligations under Assignor's Change of
Control Severance Policy and Plan ("Policy"), in the same manner and to the same
extent Assignor would be required to perform under the Policy as if no such
succession had taken place. References in said Agreement and the Policy to
Assignor shall hereinafter be deemed references to Assignee.
CENTRAL XXXXXX GAS & ELECTRIC CORPORATION
Dated:As of December 15, 1999 By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Operating Officer
CH ENERGY GROUP, INC.
Dated:As of December 15, 1999 By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title:Chairman of the Board, President and
Chief Executive Officer
ANNEX A
OFFICERS OF CENTRAL XXXXXX GAS & ELECTRIC CORPORATION
COVERED UNDER EMPLOYMENT AGREEMENTS, EFFECTIVE DECEMBER 15,
1999:
XXXXXX X. BRAND
XXXX X. XXXXXXXXX
XXXXXX X. XXXXXX
XXXXXX X. XX XXXXXXXX, XX.
XXXXX X. XXXXX
XXXXXX X. XXXX
XXXXX X. XXXXXXX
XXXX X. XXXXX
XXXXX X. PAGE
XXXXXX X. UPRIGHT
XXXXXX X. XXX XXXXX