EXHIBIT 10(xl)
CONSULTING AGREEMENT
BETWEEN
XXXX XXXX, CHAIRMAN OF THE BOARD
AND
NUI CORPORATION
DATED: MARCH 24, 1995
AS AMENDED NOVEMBER 28, 1995
TABLE OF CONTENTS
Section Subject
Preamble
1 Retention
2 Position and Duties
3 Place of Performance
4 Compensation and Benefits
5 Unauthorized Disclosure
6 Termination
7 Compensation Upon Termination
8 Successors; Binding Agreement
9 Notices
10 Miscellaneous
11 Validity
12 Counterparts
13 Arbitration
14 Construction
15 Captions
16 Entire Agreement
Signatures
CONSULTING AGREEMENT made this 24th day of March 1995 by and
between NUI CORPORATION, a New Jersey corporation (the "Company"), a
multi-state natural gas distribution company with offices located in
Bedminster, New Jersey and Xxxx Xxxx (the "Consultant"), an individual
residing in Vero Beach, Florida.
WITNESSETH
WHEREAS, the Consultant has been employed by the Company for more
than thirty nine (39) years and is currently its Chief Executive
Officer; and
WHEREAS, the Consultant possesses an intimate knowledge of the
business and affairs of the Company, its policies, methods, personnel
and projects; and
WHEREAS, the Company considers the stability and continuity of its
management to be essential for the protection and enhancement of the
best interests of the Company and the Company's shareholders; and
WHEREAS, the Board of Directors of the Company (the "Board") has
determined that the Consultant's contribution to the Company has been
substantial and desires to assure the Company of the Consultant's
continued help and assistance and to compensate him therefor; and
WHEREAS, the Consultant is willing to serve the Company as Chairman
of the Board and to perform the other duties hereinafter set forth
during such periods and on such terms and conditions as are required to
perform the duties thereof;
NOW, THEREFORE, in consideration of the mutual promises hereinafter
set forth, it is agreed as follows:
1. RETENTION. The Company hereby agrees to retain the Consultant
as a consultant and the Consultant hereby agrees to serve the Company on
the terms and conditions set forth herein for a period commencing on
April 1, 1995 (the "Effective Date") and expiring on March 31, 1998
(unless extended or sooner terminated as hereinafter set forth).
2. POSITION AND DUTIES. The Consultant shall serve as Chairman
of the Board as long as Consultant shall be elected to the Board. The
Consultant shall report directly to the Board. The Consultant shall
serve as Chairman of the Board during the term of the Consultant's
contract and shall have such other powers and duties as may from time to
time be prescribed by the Board, provided that such duties are
consistent with the Consultant's position. Subject to Paragraph 4(e),
the Consultant shall devote sufficient time and effort to perform the
duties assigned by the Company and or the Board. With the prior consent
of the Consultant, the Consultant also shall serve, if elected or
appointed thereto, as a director of any of the Company's subsidiary
affiliates or divisions.
3. PLACE OF PERFORMANCE
During the term of the Consultant's contract, the Company
shall maintain an office for the Consultant in the Company's Southern
Division and shall make an office available for the Consultant at the
principal executive headquarters of the Company in Bedminster, New
Jersey. The Company shall not, without the written consent of the
Consultant, relocate or transfer the Consultant's office.
4. COMPENSATION AND BENEFITS
During the term of the Consultant's contract:
(a) Annual Fee. The Consultant shall receive an annual fee
at the rate of at least $150,000 or at such greater rate as the Board
shall from time to time determine (the "Annual Fee") payable in
substantially equal monthly installments on the 15th day of each month.
Any increase in this Annual Fee or other compensation shall in no way
limit or reduce any other obligation of the Company hereunder and, once
established at an increased specified rate, the Annual Fee hereunder
shall not thereafter be reduced.
(b) Other Compensation. The Board may from time to time, in
its sole discretion, award the Consultant such other compensation as it
deems appropriate.
(c) Expenses. The Company shall promptly pay (or reimburse
the Consultant for) all reasonable expenses incurred by him in the
performance of his duties hereunder. The Company shall provide the
Consultant with the same vehicular transportation provided to the
Consultant during the period that he served as Chief Executive Officer
of the Company.
(d) Benefit Plans and Arrangements. The Consultant shall be
entitled to participate in or receive benefits under the health and
medical plans of the Company in effect from time to time (including any
health or medical plans made available to executives and key management
employees) and the $500,000 life insurance policy which was in effect
upon the Consultant's retirement from the Company shall be continued.
The Company agrees that it will not make any changes in such plans, or
arrangements, which would affect the Consultant's rights or benefits
whereunder in a manner inconsistent with the treatment of the Company's
executives and key management employees. The Board may permit the
Consultant to participate in or receive benefits under any benefit plan
made available by the Company in the future to its executives and key
management employees, subject to and on a basis consistent with the
terms, conditions and overall administration of such plans and
arrangements. No amount paid to the Consultant under any benefit plan,
or arrangement, presently in effect or made available in the future,
shall be deemed to be in lieu of compensation to the Consultant
hereunder.
(e) Monthly Availability. In the performance of his duties
under the Contract, the Consultant shall make himself available to the
Company on a mutually convenient basis for up to 110 hours in any
calendar month.
(f) Working Facilities. The Consultant shall be furnished
with a private office, stenographic and other necessary secretarial
assistance and such other facilities, amenities and services as are
appropriate for Consultant's position as Chairman of the Board and
adequate for the performance of his duties hereunder.
(g) Extension. Notwithstanding anything to the contrary
herein contained, in the event of a "Change in Control" (as hereinafter
defined) of the Company: (i) the term of this Agreement shall be
extended for a period of three years from the date of such Change in
Control; and (ii) Consultant shall be compensated and shall receive the
benefits provided in this Section 4.
5. UNAUTHORIZED DISCLOSURE. During the period of this contract,
the Consultant shall not, except as required by any court, supervisory
authority or administrative agency, without the written consent of the
Board or a person authorized thereby, disclose to any person, other than
an employee of the Company or a person to whom disclosure is reasonably
necessary or appropriate in connection with the performance by the
Consultant of his duties as Chairman of the Board, any confidential
information obtained by him while in the employ of the Company prior to
this contract or during the term hereof, provided, however, that
confidential information shall not include any information known
generally to the public (other than as a result of unauthorized
disclosure by the Consultant). In addition, for two years following the
termination of employment hereunder, the Consultant shall not disclose
any confidential information of the type described above except as
required by any court, supervisory authority or administrative agency or
with the consent of the Board, which shall not be unreasonably withheld.
6. TERMINATION.
(a) Death. The agreement shall terminate upon the death of
the Consultant. For purposes of this Agreement, the death of the
Consultant shall be treated as termination of the contract by the
Consultant.
(b) Disability. If, as a result of Consultant's incapacity
due to physical or mental illness, the Consultant shall be unable to
perform his duties hereunder for six consecutive months and, within 30
days after written Notice of Termination is given, shall not have
returned to the performance of his duties hereunder, the Company may
terminate the Consultant's contract.
(c) Cause. The Company may terminate the Consultant's
contract for Cause. For the purposes of this Agreement, the Company
shall have "Cause" to terminate the Consultant's contract hereunder upon
(i) the willful failure by the Consultant to substantially perform his
duties under Paragraph 5 hereof or (ii) the willful engaging by the
Consultant in conduct which is demonstrably and materially injurious to
the Company, monetarily or otherwise, including, but not limited to,
personal dishonesty, incompetence, misconduct, breach of fiduciary duty
involving personal profit, or violation of any law, rule or regulation
(other than traffic violations or similar offenses) or final cease and
desist order (other than any such failure resulting from his incapacity
due to physical or mental illness, or any such actual or anticipated
failure after the issuance of a Notice of Termination by the Consultant
for Good Reason, as such terms are defined in Subparagraphs 6(e) and
6(d) hereof, respectively). For purposes of this Paragraph, no act, or
failure to act, on the Consultant's part shall be considered "willful"
unless done, or omitted to be done, by him not in good faith and without
reasonable belief that his action or omission was in the best interest
of the Company. Notwithstanding the foregoing, the Consultant shall not
be deemed to have been terminated for Cause unless and until there shall
have been delivered to the Consultant a certified copy of a resolution,
duly adopted by the affirmative vote of not less than three-quarters of
the entire membership of the Board at a meeting of the Board called and
held for that purpose (after reasonable notice to the Consultant and an
opportunity for him, together with his counsel, to be heard before the
Board), finding that, in the good faith opinion of the Board, the
Consultant was guilty of conduct set forth above in clause (i) or (ii)
of this Subparagraph 6(c), and specifying the particulars thereof in
detail.
(d) Termination by the Consultant. The Consultant may
terminate his contract hereunder (i) for Good Reason, (ii) if his health
should become impaired to an extent that makes the continued performance
of his duties hereunder hazardous to his physical or mental health or
his life, or (iii) at any time by giving thirty (30) days' written
notice to the Company of his intention to terminate. For purposes of
this Agreement, "Good Reason" shall mean, after a Change in Control (as
hereinafter defined) of the Company: (A) any assignment to the
Consultant of any duties other than those contemplated by, or any
limitation of the powers of the Consultant in any respect not
contemplated by, Paragraph 2 hereof, (B) any removal of the Consultant
from or any failure to re-elect the Consultant in any positions
indicated in Paragraph 2 hereof, except in connection with termination
of the Consultant's contract for Cause, disability, or by the Consultant
other than for Good Reason, or as a result of the Consultant's death,
(C) any failure by the Company to comply with Sector's 3 or 4 hereof, or
(D) failure of the Company to obtain the assumption of the agreement to
perform this Agreement by any successor as contemplated in Paragraph 8
hereof.
(e) Notice of Termination. Any termination by the Company
pursuant to subsection (b) or (c), above, or by the Consultant pursuant
to subsection (d) above, shall be communicated by written Notice of
Termination to the other party hereto. For purposes of this Agreement,
a "Notice of Termination" shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon and shall
set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Consultant's contract under the
provision so indicated. For the purposes of this Agreement, no such
termination shall be effective without such Notice of Termination.
(f) Date of Termination. "Date of Termination" shall mean (i)
if the Consultant's contract is terminated by death, the date of his
death, (ii) if the Consultant's contract is terminated pursuant to
Subparagraph (b) above, 30 days after Notice of Termination is given
(provided that the Consultant shall not have returned to the performance
of his duties during such 30-day period), (iii) if the Consultant's
contract is terminated pursuant to Subparagraph (c) or (d), above, the
date specified in the Notice of Termination, and (iv) if the
Consultant's contract is terminated for any other reason, the date on
which a Notice of Termination is given; provided, however, that in the
case of a termination pursuant to clause (iv), if within 60 days after
any Notice of Termination is given the party receiving such Notice of
Termination notifies the other party that a dispute exists concerning
that termination, the Date of Termination shall be the date on which the
dispute is finally resolved, either by mutual written agreement of the
parties, by a binding and final arbitration award or by a final
judgement, order or decree of a court of competent jurisdiction (the
time for appeal therefrom having expired and no appeal having been
perfected). For the purposes hereof, if a Notice of Termination is
given during the term of this Agreement, the Date of Termination shall
be treated as having occurred during such term, notwithstanding the
resolution of any dispute after the conclusion of such term.
(g) Continued Retention; Nonwaiver. The continuation of the
Consultant's contract during the term of this Agreement, and subsequent
to an event constituting Good Reason hereunder, shall not constitute
consent to such event or a waiver of any rights the Consultant may have
under this Agreement.
(i) For purposes of this Agreement, a "Change in Control"
shall mean, unless the Board otherwise directs by resolution approved by
a three-fourths vote of the entire membership thereof adopted prior
thereto, (ii) a Change in Control of the Company occurring after the
date hereof of a nature that would be reported by the Company as a
Change in Control in response to Item 1(a) of a Current Report on Form
8-K pursuant to the Securities and Exchange Act of 1934 ("Exchange
Act"), as in effect on the date hereof; or (iii) if any person or entity
acquires conclusive or rebuttable control of the Company, (iv) any
"person" (as that term is used in Sections 13(d) and 14(d) (2) of the
Exchange Act), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, is or becomes
the beneficial owner (as that term is used is Section 13(d) of the
Exchange Act), directly or indirectly, of 25 percent or more of the
capital stock entitled to vote in the election of directors of the
Company or their successors ("Voting Stock"); or (v) during any period
of two consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of the Company (the "Incumbent
Board") cease for any reason, other the death, disability or any
mandatory retirement policy applicable to Incumbent Board members, to
constitute at least a majority thereof provided, however, that any
person becoming a director of the Company after the beginning of such
period whose election was approved by a vote of at least three-quarters
of the directors comprising the Incumbent Board shall for the purposes
hereof, be considered as though such person were a member of the
Incumbent Board; or (vi) there shall occur the sale of all or
substantially all of the assets of the Company. No merger,
consolidation, combination or corporate reorganization in which the
owners of the Voting Stock prior to said merger, consolidation,
combination or corporate reorganization own 75 percent or more of the
resulting entity's Voting Stock shall be considered a Change in Control
for the purposes of this Agreement, nor shall any purchases or
contributions of Voting Stock made to, by or on behalf of the Employee
Stock Ownership Plan, the Profit-Sharing Plan (401K) or any grantor
trust established by the Company in connection with any of its excess
benefit or deferred compensation plans, constitute a Change in Control
for purposes of this Agreement. Notwithstanding anything in the
foregoing to the contrary, no Change in Control of the employer shall
be deemed to have occurred for purposes of this Agreement by virtue of
any transaction or series of transactions which results in the
Consultant, or any group (other than the group consisting of all
shareholders of the Company), or other organization of persons related
to, including or acting in concert with the Consultant, acquiring,
directly or indirectly, control of the Company.
7. COMPENSATION UPON TERMINATION.
(a) Death. If the Consultant's contract shall be terminated
by reason of the Consultant's death, the Company shall pay, within 90
days thereof, to the Consultant's estate, as a lump sum, an amount equal
to the Annual Fee through the end of the month in which such death shall
have occurred, not yet paid through the date of the Consultant's death.
This amount shall be exclusive of and in addition to any payments the
Consultant's widow, beneficiaries or estate may be entitled to receive
(whether in his capacity as a former employee of the Company or pursuant
to this contract) pursuant to any pension, employee benefit plan or life
insurance policy or program maintained by the Company.
(b) Disability. During any period that the Consultant fails
to perform his duties hereunder as a result of incapacity due to
physical or mental illness, the Consultant shall continue to receive his
full Annual Fee until the Consultant's contract is terminated pursuant
to Paragraph 6(b) hereof, or until Consultant terminates his contract
pursuant to paragraph 6(d) (ii) hereof, whichever first occurs. After
termination, the Consultant shall be paid 100 percent of his Annual Fee
at the rate then in effect for one year and thereafter an annual amount
equal to 75 percent of his Annual Fee at the rate then in effect less,
in each case, any disability payments otherwise payable by or pursuant
to plans provided by the Company and actually paid to the Consultant
(but not less than an aggregate annual amount of $100,000) in
substantially equal monthly installments until the first to occur of the
expiration of the term hereof, or the Consultant's death.
(c) Cause. If the Consultant's contract shall be terminated
for Cause the Company shall pay the Consultant his full Annual Fee
through the Date of Termination at the rate in effect at the time Notice
of Termination is given and the Company shall have no further obligation
to the Consultant under this Agreement.
(d) Other. if the Company shall terminate the Consultants's
contract other than pursuant to Paragraph 6(b) or (c) hereof or if the
Consultant shall terminate his contract for Good Reason, then:
(i) the Company shall pay to the Consultant in a single lump
sum on the 30th day following the Date of Termination or, at the
Consultant's election, provided such election is made by written notice
to the Company at least 90 days prior to the Date of Termination, in
substantially equal monthly installments over 36 months:
(A) his full Annual Fee through the Date of Termination at the
rate in effect at the time the Notice of Termination was given.
(B) an amount equal to all payments which would otherwise be
payable to Consultant from the Date of Termination through the
termination of this Consulting Agreement (as set forth in Section 1) as
if Consultant had remained a consultant through the expiration of the
Consulting Agreement.
(C) In the event that any payments made to the Consultant under
this Agreement or otherwise ("Payments") are subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code ("Code") ("Excise
Tax"), then the Company shall pay the Consultant an additional amount
("Gross Up") such that the net amount retained by the Consultant after
deduction of any Excise Tax on the Payments (prior to the payment of any
Excise Tax) and any Federal, State and local income taxes and Excise Tax
upon the Payments (after the payment of any Excise Tax) shall be equal
to the Payments (prior to the payment of any Excise Tax). For purposes
of determining the amount of the Gross Up, the Consultant shall be
deemed to pay Federal, State and local income taxes at the highest
marginal rate of taxation in the calendar year in which the Payment is
to be made. State and local income taxes shall be determined based upon
the state and locality of the Consultant's domicile on the Date of
Termination. The determination of whether such Excise Tax is payable
and the amount thereof shall be based upon the opinion of tax counsel
selected by the Company and reasonably acceptable to the Consultant. If
such opinion is not finally accepted by the Internal Revenue Service
upon audit, then appropriate adjustments shall be computed (without
interest but with Gross Up, if applicable) by such tax counsel based
upon the final amount of the Excise Tax so determined. The amount shall
be paid by the appropriate party in one lump cash sum within 30 days of
such computation; and
(ii) The Company shall maintain in full force and effect for
the continued benefit of the Consultant for the full term of this
Agreement all employee benefit plans and programs in which the
Consultant was entitled to participate immediately prior to the date
Notice of Termination was given, including, without limitation, life,
disability, accident and health insurance plans or policies, provided
that the Consultant's continued participation is possible under the
general terms and provisions of such plans and programs. In the event
that the Consultant's participation in any such plans or programs is
prohibited by operation of law or by the terms of such plans or programs
as in effect immediately preceding the date Notice of Termination is
given, the Company shall arrange to provide the Consultant with benefits
substantially similar to those provided under such plans and programs.
Except for any insurance policy purchased by the Company in accordance
with Subparagraph (v) below or used by the employer to fund its excess
benefit and deferred compensation plans under any grantor trust
arrangement, at the end of the period of coverage, the Consultant shall
have the option to have assigned to him at no cost and with no
apportionment of prepaid premiums, any assignable insurance policy owned
by the Company and relating specifically to the Consultant; and
(iii) The Company shall continue to fund or pay the premiums
applicable to the Consultant for any executive life insurance policy,
death benefit contract or agreement in effect on the date immediately
preceding the date Notice of Termination was given through the term of
this Agreement. In the alternative, the Company may pay a single
premium sufficient to fund the policy until the term of this Agreement
shall have expired. Nothing contained in this Subparagraph (v) shall
entitle the Consultant or his estate to death benefits or life insurance
proceeds under any such executive life insurance policy, death benefit
contract or agreement other than as may be provided under such policy,
contract or agreement; and
(iv) There shall be no requirement that the Consultant
mitigate the amount of any payment provided for in this Paragraph 7 by
seeking other employment or otherwise, nor shall the amount of any
payment provided for in this Paragraph 7 be reduced by any compensation
earned by the Consultant or benefits, including retirement benefits, as
the result of employment by any other employer after the Date of
Termination or otherwise; and
(v) The Company shall reimburse Consultant for all legal fees
and expenses incurred by him as a result of termination hereunder
(including all such fees and expenses, if any, incurred in contesting or
disputing any such termination, in seeking to obtain or enforce any
right or benefit provided by this Agreement or in connection with any
tax audit or proceeding to the extent attributable to the application of
Section 4999 of the Code to any payment or benefit hereunder); provided,
that the Company shall only be obligated to so reimburse the Consultant
if the Consultant is successful in the legal actions or other
proceedings in which such fees and expenses were incurred.
Reimbursement of such fees and expenses shall be made by the Company at
the conclusion of the legal action or proceedings upon the Consultant's
presentation to the Company of a statement of such fees and expenses
prepared by Consultant's counsel under standard and customary methods;
and
(vi) should the Consultant elect to receive payments hereunder
in installments over 36 months, the amount of the outstanding obligation
shall be credited with interest on a monthly basis at a rate equal to
the then current rate for one-year insured certificates of deposit at
Citibank.
8. SUCCESSORS; BINDING AGREEMENT
(a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company by
agreement in form and substance reasonably satisfactory to the
Consultant, to expressly, absolutely and unconditionally assume and
agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such
succession had taken place. Any such assumption shall not relieve
Company of any of its obligations hereunder. Failure of the Company to
obtain such agreement prior to the effectiveness of any such succession
shall constitute Good Reason for termination of the contract by the
Consultant. As used in this Agreement, "Company" shall mean the Company
as hereinbefore defined and any successor to its business and/or assets
as aforesaid which executes and delivers the agreement provided for in
this Paragraph 8 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.
(b) This Agreement and all rights of the Consultant hereunder
shall inure to the benefit of and be enforceable by the Consultant's
personal or legal representatives, executors, administrators,
successors, heirs, distributee, devisee and legatees. If the Consultant
should die while any amounts would still be payable to him hereunder if
he had continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to
the Consultant's devisee, legatee, or other designee or, if there be no
such designee, to the Consultant's estate.
9. NOTICES. For the purposes of this Agreement, notices and
all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when delivered or
mailed by United States registered mail, return receipt requested,
postage prepaid, addressed as follows:
If to the Consultant:
Xxxx Xxxx
000 Xxxxx Xxxxx Xxxxx
Xxxx Xxxxx, XX 00000
If to the Company:
NUI Corporation
550 Xxxxx 000-000
X.X. Xxx 000
Xxxxxxxxxx, XX 00000
Attention: Corporate Secretary
or to such other address as any party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
10. MISCELLANEOUS. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by the Consultant and such
officer as may be designated by the Board. No waiver by either party
hereto at any time of any breach by the other party hereto of, or in
compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been
made by either party which are not set forth expressly in this
Agreement. It is intended that the benefits payable hereunder shall be
considered paid to the Consultant for past services to the Company and
continuing services from the date hereof. Any payment provided for
hereunder shall be paid net of any applicable income tax withholding
required under Federal, State or local laws.
11. VALIDITY. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity
or enforceability of any other provision of this Agreement, which shall
remain in full force and effect. Notwithstanding the termination of
this Agreement, the parties shall be required to comply with any
provisions hereof which contemplate compliance by one or both parties
subsequent to such termination; and such termination shall not affect
any liability or other obligation which shall have accrued prior to such
termination.
12. COUNTERPARTS. This agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
13. ARBITRATION. Any dispute or controversy arising or in
connection with this Agreement shall be settled exclusively by
arbitration in the State of New Jersey in accordance with the rules of
the American Arbitration Association then in effect. Notwithstanding
the pendency of any such dispute or controversy, the Company will, to
the extent provided in subparagraph 6(f) & (g), continue to pay the
Consultant's full compensation in effect when the Notice giving rise to
the dispute was given (including, but not limited to, the Annual Fee)
and, to the extent permitted by law, continue Consultant as a
participant in all benefit and insurance plans in which the Consultant
was participating when the Notice giving rise to the dispute was given,
until the dispute is finally resolved. Amounts paid under this
paragraph are in addition to all other amounts due under this Agreement
and shall not be offset against or reduce any other amounts due under
this Agreement. Judgment may be entered on the arbitrator's award in
any court of competent jurisdiction.
14. CONSTRUCTION. The validity, interpretation, construction
and performance of this Agreement shall be governed by the substantive
laws of the State of New Jersey. The Consultant hereby submits and
consents to the exclusive jurisdiction of the State and Federal courts
of New Jersey in connection with all lawsuits arising out of this
Agreement.
15. CAPTIONS. The paragraph captions in this Agreement are
for convenience of reference only and do not define, limit or describe
the scope or intent of this Agreement or any part hereof and shall not
be considered in any construction hereof.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement, and supersedes all prior agreements and undertakings, both
written and oral, between the parties with respect to the subject matter
hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.
Attest: NUI Corporation
By /S/ XXXXXX X. XXXXXXXX /S/ XXXXXXX X. X'XXXXX
Corporate Secretary
/S/ XXXX XXXX
DISTRIBUTION ELECTION
I hereby revoke all prior distribution elections under this Agreement.
All amounts payable to me in accordance with Paragraph 7(d) of this
Agreement shall be payable as follows (initial only one item):
X in a single lump sum payment;
in substantially equal monthly installments over 36 months.
Dated: March 29, 1995
Signature
/S/ XXXX XXXX
