Amendment, dated February 24, 2000 to the Employment Agreement dated
September 10, 1998 between KeySpan Corporation d/b/a KeySpan Energy, a New York
corporation (the "Company") and Xxxxxx X. Xxxxxx (the "Executive").
WITNESSETH THAT
WHEREAS, the Company and the Executive entered into that certain Employment
Agreement dated as of September 10, 1998 (the "Employment Agreement"), pursuant
to which the Company provided for the employment of the Executive and the
Executive agreed to be employed by the Company, under the terms and conditions
therein stated; and
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement;
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
1. Paragraph (i) of Section 5(a) of the Employment Agreement is hereby
amended to read in its entirety as follows: (i) If, during the
Employment Period, the Company terminates the Executive's employment,
other than for Cause or Disability, or the Executive terminates
employment for Good Reason, the Company (A) shall pay to the
Executive, in a single lump sum, (I) the Accrued Obligations (as
defined in Section 5(b) below), (II) the aggregate amount of the
salary and Annual Incentive Compensation that he would have received
if he had remained employed for the Severance Period (assuming that
the Annual Incentive Compensation for such period would have equaled
the higher of (X) the target amounts of such Annual Incentive
Compensation as in effect immediately before the Date of Termination,
(Y) the average amount of Annual Incentive Compensation that Executive
received for the three most recent years before the Date of
Termination, or (Z) the Annual Incentive Compensation received by
Executive for the year preceding the year in which the Date of
Termination occurred), and (III) at the Executive's option, the
actuarial equivalent of the additional benefit accrual under the SERP
provided for in Clause (B) of paragraph (a)(i) of Section 5 below (for
the purposes of determining the actuarial equivalent of such
additional benefit accrual, the actuarial assumptions shall be no less
favorable to the Executive than those in effect under the SERP on the
Date of Termination); (B) shall cause the Executive to continue to
accrue benefits under the SERP during the Severance Period, subject to
the right of the Executive to receive such additional benefit accrual
in lump sum, as specified in Clause (A) of paragraph (a)(i) of Section
5 above; and (C) shall continue to provide the Executive with the Life
Insurance Coverage and the benefits set forth in Clause (B) of
paragraph (c)(iii) of Section 3, as if he had remained employed by the
Company pursuant to this Agreement during the Severance Period and
then retired (at which time he will be treated as eligible for all
retiree welfare benefits and other benefits provided to retired senior
executives, as set forth in Section 3(c)(iii)); PROVIDED, that to the
extent such benefits cannot be provided pursuant to the plan or
program maintained by the Company for its executives, the Company
shall proved such benefits outside such plan or program at no
additional cost (including without limitation tax cost) to the
Executive and his family; and PROVIDED, further, that during any
period when the Executive its eligible to receive welfare benefits of
the type described in Clause (B) of paragraph (c)(iii) of Section 3
under another employer-provided plan, the corresponding benefits
provided by the Company under this paragraph (a)(i) of Section 5 may
be made secondary to those provided under such other plan. For
purposes of such continued accrual of benefits under the SERP, the
Executive shall be considered to have remained employed for a period
equal to the Severance Period, with annual compensation equal to (x)
the amount required to be paid under clause (A)(II) of the preceding
sentence, divided by (y) the number of years and fractions thereof in
the Severance Period, and then to have terminated his employment. In
addition to the foregoing, any restricted stock outstanding on the
Date of Termination shall be fully vested as of the Date of
Termination and all options outstanding on the Date of Termination
shall be fully vested and exercisable through the end of their
respective terms, without regard to the termination of the Executive's
Employment. The payments and benefits provided pursuant to this
paragraph (a) of Section 5 are intended as liquidated damages for a
termination of the Executive's employment by the Company other than
for Cause or Disability or for the actions of the Company leading to a
termination of the Executive's employment by the Executive for Good
Reason, and shall be the sole and exclusive remedy thereof. For
purposes of this Agreement, the Pro Rata Long-Term Incentive
Compensation means the amount of Long-Term compensation that the
Executive would have received with respect to each applicable
performance period that begins before and ends after the Date of
Termination, assuming such compensation had been paid at target, and
pro-rated to reflect the portions of the applicable performance period
that ends on the Date of Termination.
IN WITNESS WHEREOF, the Executive has executed this Agreement
and, pursuant to authorization of its Board of Directors, the Company has caused
this
Agreement to be executed in its name and on its behalf, all as of the day and
year first above written.
KEYSPAN CORPORATION
d/b/a KEYSPAN ENERGY
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Xxxxxx X. Xxxxxx
