EXHIBIT 10.3
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AMENDMENT NO. 1 TO
CONSULTING AGREEMENT
THIS AMENDMENT NO. 1 TO CONSULTING AGREEMENT (the
Amendment ) is made and entered into this 14th day of May, 1997,
by and between ATMOS ENERGY CORPORATION, a Texas corporation (the
Company ), and XXXXXXX X. XXXXXXX ( Consultant ).
WHEREAS, the Company and Consultant entered into that
certain Consulting Agreement dated October 1, 1994 (the
Agreement ); and
WHEREAS, the Company and Consultant desire to amend the
Agreement in certain respects due to Consultant s increased
responsibilities as a result of the recent change in the
Company s Chairman, President and Chief Executive Officer and the
pending merger of United Cities Gas Company with and into the
Company, with such amendments to the Agreement as reflected in
this Amendment No. 1 to Consulting Agreement (the Amendment ) to
take effect upon the approval of this Amendment by the Board of
Directors of the Company.
NOW, THEREFORE, for and in consideration of the premises and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Definitions. All capitalized terms used and not
otherwise defined herein shall have the meanings given such terms
in the Agreement.
Amendment of Subparagraph 3(a). Subparagraph 3(a) of the
Agreement is hereby amended to read in its entirety as follows:
(a) The Company agrees to pay Consultant for his
services under this Agreement an amount for the period
beginning on each October 1 and ending the following
September 30 (the Consulting Year ) during the term of
this Agreement as follows, whether or not services are
actually rendered under this Agreement:
Consulting Year Amount
October 1, 1994 - September 30, 1995 $320,000
October 1, 1995 - September 30, 1996 $280,000
October 1, 1996 - September 30, 1997 $240,000
October 1, 1997 - September 30, 1998 $300,000
October 1, 1998 - September 30, 1999 $130,000
Beginning on October 1, 1994, and thereafter on each
April 1 and October 1, during the term of this
Agreement, Consultant shall be paid in a lump sum one-
half of the annual amount due him for the Consulting
Year in which such October 1, or April 1 occurs. In
addition, upon approval by the Board of Directors of
the Company of this Amendment, Consultant shall be paid
a one time sum of $105,000. Consultant also shall be
entitled to reimbursement for expenses incurred by
Consultant in the performance of his duties hereunder,
so long as such expenses would, if Consultant were the
Chief Executive Officer of the Company, be eligible for
reimbursement or payment under the Company s policies
regarding such expenses as in effect from time to time
during the term of this Agreement.
3. No Other Amendment. Except as expressly amended hereby,
all of the other terms, provisions and conditions of the
Agreement are hereby ratified and confirmed and shall remain
unchanged and in full force and effect. To the extent any terms
or provisions of this Amendment conflict with those of the
Agreement, the terms and provisions of the Agreement shall
control. This Amendment shall be deemed a part of, and is hereby
incorporated into the Agreement. The Agreement and any and all
other documents heretofore, now or hereafter executed and
delivered pursuant to the terms of the Agreement are hereby
amended so that any reference to the Agreement shall mean a
reference to the Agreement as amended hereby.
4. Governing Law. This Amendment shall be governed by, and
construed in accordance with the laws of the State of Texas.
5. Counterparts. This Amendment may be executed in
counterparts, each of which will be an original, but all of which
together will constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment effective as of the date and year first above written.
COMPANY
ATMOS ENERGY CORPORATION
By: /s/ Xxxxxx X. Best
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Xxxxxx X. Best
Chairman of the Board,
President, and
Chief Executive Officer
CONSULTANT
/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
Consulting Agrmt Amendment 1-Xxxxxxx.doc 2
