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EXHIBIT 10-1
AMENDMENT TO DEFERRED COMPENSATION AGREEMENT
This AGREEMENT, made and entered into as of this 28th day of
July, 1999, as an amendment to the Agreement between Wisconsin
Gas Company and Xxxxxx X. Xxxxxxxx entered into as of October 31,
1985 (the "Original Agreement"):
WITNESSETH:
WHEREAS, pursuant to the Agreement and Plan of Merger by and
among Wisconsin Energy Corporation and WICOR, Inc. and CEW
Acquisition, Inc. dated as of June 27, 1999, as it may be amended
from time to time (the "Merger Agreement"), it is contemplated
that WICOR, Inc. will be merged with Wisconsin Energy Corporation
or a subsidiary thereof; and
WHEREAS, it is the intention of the parties hereto to
protect Xx. Xxxxxxxx in the event of the termination without
cause by Wisconsin Energy Corporation or his own voluntary
termination in certain circumstances;
NOW, THEREFORE, Section 4 of the Original Agreement be and
it hereby is amended by the addition of the following at the end
thereof:
Notwithstanding the requirement of "retirement" in the foregoing,
the benefits of this paragraph shall also be payable to Xx.
Xxxxxxxx in the event that (i) a merger transaction contemplated
in the Merger Agreement in fact occurs prior to his termination
of employment and (ii) any one or more of the following events
occur coincidental with or following such transaction, with each
capitalized word having the meaning indicated in the Wisconsin
Energy Corporation Special Executive Severance Policy reflected
in Exhibit 3 of the Merger Agreement (the "Policy"):
1. his Annual Salary is reduced below the higher of (i) the
amount in effect immediately before the WICOR Closing Date and
(ii) the highest amount in effect at any time thereafter, and he
ceases to be an Employee by his own action within 90 days after
the occurrence of such reduction;
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2. his duties and responsibilities or the program of incentive
compensation or retirement and welfare benefits offered to him
are diminished in comparison to the duties and responsibilities
or the program of incentive compensation or retirement and
welfare benefits enjoyed by him immediately before the WICOR
Closing Date, and he ceases to be an Employee by his own action
within 90 days after the occurrence of such reduction;
3. he is required to be based at a location more than 35 miles
from the location where he was based and performed services
immediately before the WICOR Closing Date, and he ceases to be an
Employee by his own action within 90 days after such relocation;
4. an Employer or any affiliate of an Employer sells or
otherwise distributes or disposes of the subsidiary, branch or
other business unit in which he was employed before such sale,
distribution or disposition and the requirements of Section
4.2(b)(iii) of the Policy are not met and he ceases to be an
Employee by action of the Employer upon or within 90 days after
such sale, distribution or disposition; or
5. he is terminated by the Wisconsin Energy Corporation or any
affiliate thereof of which he is an employee without "Cause" as
defined in Section 4.2(b)(ii) of the Policy.
IN WITNESS WHEREOF, Wisconsin Gas Company has caused this
Agreement to be executed by its duly authorized officers Xx.
Xxxxxxxx has affixed his hand as of the day and year first above
written.
WISCONSIN GAS COMPANY
By:
Xxxxxx X. Xxxxxxx
Senior Vice President-Finance
Attest:
Xxxxxx X. Xxxxxxxxx
Secretary
Xxxxxx X. Xxxxxxxx
