Re: Notice Regarding and Amendment to Your Continuity Agreement Dated December 1, 2003
EXHIBIT
10.6
To: Xxxxx
X.
Xxxxxx
From: X.
Xxxxxxx Xxxxxx
Re:
Notice
Regarding and Amendment to Your Continuity Agreement Dated December 1,
2003
Date: February
24, 2006
Pursuant
to Section 2.1 of the Continuity Agreement among you, AGL Resources Inc. (the
“Company”) and AGL Services Company, dated December 1, 2003 (the “Agreement”)
this notice is being furnished to inform you that the Agreement will not be
extended beyond the last date of its now current Term, November 30, 2007.
In
addition, pursuant to Section 7.6 of the Agreement, and in consideration of
ten
dollars ($10.00) to be paid to you and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Sections 1.16(a)
and 1.16(b) of the Agreement are hereby amended in their entirety to read as
follows:
| (a) |
any
material diminution in the Executive’s position, duties or
responsibilities with the Company or one of its subsidiaries or any
change
that would constitute a material adverse alteration in the Executive’s
duties, responsibilities or other conditions of employment, from those
in
effect as of the earliest of the date of the Announcement, the date
of a
Change in Control or the date of the Consummation of a Change in Control
Transaction; provided, that, for this purpose, it shall be a material
diminution of Executive’s position if the Executive does not report
directly to the Company’s Chief Executive
Officer;
|
| (b) |
any
adverse change in the Executive's rate of annual base salary or annual
incentive compensation opportunity (i.e., annual cash bonus opportunity
under the Annual Incentive Plan or a successor plan) from the rate
of
annual base salary and annual incentive compensation opportunity in
effect
as of the earliest of the date of the Announcement, the date of a Change
in Control or the date of the Consummation of a Change in Control
Transaction;
|
IN
WITNESS WHEREOF, the Company and Executive have executed this Amendment and
Notice to be effective as of the date and year first written above.
COMPANY:
AGL
RESOURCES, INC.
By:
/s/
D.
Xxxxxxx Xxxxxx
Title:
Interim Chairman and Chief Executive Officer
EXECUTIVE:
/s/
Xxxxx X. Xxxxxx
SIGNATURE
[THIS
DOCUMENT HAS BEEN EXECUTED IN DUPLICATE.]
