Exhibit C-4
PERFORMANCE UNITS AGREEMENT UNDER
THE 1990 STOCK PLAN FOR EMPLOYEES OF
GPU, INC.
AND SUBSIDIARIES
(1997 AGREEMENT)
AGREEMENT made as of _______________________________, by and between GPU, Inc.
(the "Corporation") and______________________________ (the "Recipient"):
WHEREAS, the Corporation maintains the 1990 Stock Plan for Employees of GPU,
Inc. and Subsidiaries (the "Plan") under which the Personnel, Compensation and
Nominating Committee of the Corporation's Board of Directors (the "Committee")
may, among other things, award units ("Performance Units") representing rights
to acquire shares of the Corporation's Common Stock, $2.50 par value ("Common
Stock") to such employees of the Corporation and its subsidiaries as the
Committee may determine, subject to such terms, conditions or restrictions as it
may deem appropriate;
WHEREAS, pursuant to the Plan, the Committee has granted to the Recipient an
award of Performance Units subject to the terms and conditions set forth in this
Agreement; and
WHEREAS, the Plan requires that an award of Performance Units be evidenced by a
written agreement between the Corporation and the Recipient that contains such
restrictions, terms and conditions as the Committee may require;
NOW, THEREFORE, the parties hereto agree as follows:
1. AWARD OF PERFORMANCE UNITS; NATURE OF RIGHTS
(a) In accordance with the provisions of the Plan, the Committee
awarded to the Recipient on _________________ (the "Award Date")
__________ Performance Units. Each unit so awarded, and each
additional Performance Unit credited to the Recipient pursuant to
Section 2 (the Performance Units so awarded and the additional
Performance Units so credited are hereinafter referred to
collectively as the Recipient's "Units"), shall entitle the
Recipient, upon the vesting of such units as provided in Section
3 hereof, to receive one share of Common Stock, or a cash payment
in lieu of such share, subject to the terms, conditions, and
restrictions set forth herein.
(b) Prior to the issuance, as provided in Section 4 hereof, of
shares of Common Stock with respect to the Recipient's Units, or
with respect to the Recipient's "Deferred Vested Units" as
defined in Section 4(f)(ii) hereof, the Recipient shall not be
entitled to any of the rights of a stockholder of the Corporation
by reason of such Units or Deferred Vested Units.
(c) Notwithstanding anything in this Agreement to the contrary,
the Recipient shall have the status of a mere unsecured creditor
of the Corporation with respect to his or her right to receive
any payment hereunder; and this Agreement shall constitute a mere
promise by the Corporation to make payments in the future in
accordance with the terms hereof. It is the intention of the
parties hereto that the arrangements set forth in this Agreement
be treated as unfunded for tax purposes and, if it should be
determined that Title I of ERISA is applicable to such
arrangements, for purposes of Title I of ERISA.
2. ADDITIONAL PERFORMANCE UNITS
(a) As of each date prior to the Vesting Date (as defined in
Section 3(a) below) on which a dividend is paid on the Common
Stock ("Dividend Payment Date"), there shall be credited to the
Recipient hereunder a number of additional Performance Units
determined by multiplying (i) the aggregate number of Units
standing to the Recipient's credit immediately prior to such
Dividend Payment Date, by (ii) the quotient resulting from
dividing (A) the per share amount of the dividend so paid by (B)
the price per share used for the reinvestment of dividends paid
on such Dividend Payment Date under the provisions of the
Corporation's Dividend Reinvestment and Stock Purchase Plan.
(b) Any additional Performance Units credited to the Recipient
pursuant to this Section 2 shall be subject to the same terms,
conditions and restrictions as are applicable with respect to the
Recipient's initially awarded Performance Units.
3. ADJUSTMENT AND VESTING OF UNITS
(a) For purposes of this Agreement, the Recipient's "Vesting
Date" shall mean the earliest to occur of the following dates:
(i) the fifth anniversary of the Award Date, if the
Recipient's employment with the Corporation or any
subsidiary has not terminated before such anniversary for
any reason other than as a result of the Recipient's
"Eligible Retirement" or "Total Disability", as defined in
the Plan;
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(ii) the date as of which the Recipient's employment with
the Corporation or any subsidiary terminates as a result
of the Recipient's death; or
(iii) an "Acceleration Date," as defined in the Plan.
(b) As of the Recipient's Vesting Date, the aggregate number of
Units then standing to the Recipient's credit shall be adjusted
in accordance with the following provisions:
(i) The aggregate number of the Recipient's Units shall be
adjusted by multiplying such aggregate number by the
Performance Percentage determined pursuant to the
following table:
If the Corporation's The Performance Percentage
TSR Percentile shall be:
Ranking is in the
-------------------- --------------------------
90th percentile above
85th to 89th
75th to 79th
70th to 74th
65th to 69th
60th to 64th
55th to 59th
50th to 54th
45th to 49th
below 49th
For purposes of the foregoing, the Corporation's TSR Percentile
Ranking shall be determined by (A) ascertaining, for each company
(including the Corporation) included in the Standard & Poor's
Electric Utility Companies Index (the "Index") on the last day of
the Performance Period (as defined below), such company's average
quarterly total shareholder return ("TSR") for all calendar
quarters in the Performance Period, as reported in the Index; (B)
ascertaining the number of such companies whose average quarterly
TSR for the Performance Period is lower than the Corporation's;
and (C) dividing such number by the total number of companies
included in the Index on such last day. The "Performance Period"
shall mean the period from January 1, 1997 through December 31,
2001.
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(ii) Notwithstanding the foregoing, (A) if the Recipient's
Vesting Date occurs by reason of the Recipient's death
prior to the first day of the calendar year which includes
the fifth anniversary of the Award Date, the Recipient's
Units shall not be adjusted in the manner described in
subparagraph (i) above; and (B) if the Recipient's Vesting
Date occurs by reason of an Acceleration Date's occurring
prior to such first day, the adjustment with respect to
the Recipient's Units required under subparagraph (i)
above shall be made using 200% as the applicable
Performance Percentage.
(iii) If the Recipient's employment with the Corporation
or any subsidiary terminates prior to the fifth
anniversary of the Award Date as a result of the
Recipient's death, Eligible Retirement or Total
Disability, the number of Units standing to the
Recipient's credit as of the Recipient's Vesting Date
(after taking into account any adjustment required under
subparagraph (i) above) shall be adjusted (or further
adjusted) by multiplying such number of Units by the
Recipient's Service Percentage. The Recipient's "Service
Percentage" shall mean the percentage determined by
dividing by 60 the number of months in the period
beginning on the Award Date and ending on the date of such
termination of the Recipient's employment; and for this
purpose, any fraction of a month included in such period
shall be treated as a full month. This subparagraph (iii)
shall not apply if the Recipient's Vesting Date occurs by
reason of the occurrence of an Acceleration Date.
(c) As of the Recipient's Vesting Date, all Units then standing
to the Recipient's credit (after taking into account any
adjustments required under subparagraphs (i), (ii) and (iii) of
paragraph (b) above) shall become vested. If the number of Units
standing to the Recipient's credit immediately prior to any
adjustments made pursuant to subparagraphs (i), (ii) and (iii) of
paragraph (b) above exceed the number of Units standing to the
Recipient's credit after giving effect to such adjustments, all
of the Recipient's rights with respect to such excess number of
Units shall be forfeited as of the Vesting Date. If the
Recipient's employment with the Corporation or any
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subsidiary should terminate before the Recipient's Vesting Date
for any reason other than as a result of the Recipient's Eligible
Retirement or Total Disability, all of the Recipient's rights
with respect to any Units credited to the Recipient hereunder
shall be forfeited as of the date of such termination.
(d) For purposes of this Agreement, (i) the term "subsidiary"
shall have the same meaning as in paragraph 4(a) of the
Plan and (ii) the transfer of a Recipient's employment
from one subsidiary to another shall not be treated as a
termination of the Recipient's employment.
4. PAYMENT FOR VESTED UNITS
(a) Upon the Vesting Date, the Recipient shall become entitled to
receive payment with respect to the Units which have become
vested on such date (such Units are hereafter referred to as the
Recipient's "Vested Units"). Payment shall be made as soon as
practicable after the Vesting Date, in the manner hereinafter set
forth in this Section 4.
(b) Except as otherwise provided in paragraph (c) below, payment
with respect to the Recipient's Vested Units shall be made by the
issuance to the Recipient of shares of Common Stock. Except as
otherwise provided in paragraph (d) (ii) below, one share of
Common Stock shall be issued for each of the Recipient's Vested
Units. The Recipient shall own any shares of Common Stock so
issued (or issued with respect to the Recipient's Deferred Vested
Units) free and clear of any restrictions and shall be free to
hold or dispose of such shares at will, subject, however, to any
restrictions that may be imposed by law.
(c) The Committee, in its sole discretion, may determine that
payment with respect to any or all of the Recipient's Vested
Units shall be made in cash instead of in shares of Common Stock,
and payment with respect to any fractional part of a Vested Unit
shall be made in cash. Except as otherwise provided in paragraph
(d) (i) below, the amount of the cash payment to be made with
respect to any Vested Unit shall be equal to (and the amount of
the cash payment to be made with respect to any fractional part
of a Vested Unit shall be based upon) the per share closing price
of one
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share of Common Stock as reported on the New York Stock Exchange
Composite Tape for the Vesting Date, or if there are no sales of
Common Stock on such date, for the next preceding day on which
there were sales of Common Stock.
(d) Upon the occurrence of an Acceleration Date, the amount
payable with respect to the Recipient's Vested Units (including
any Units that became vested prior to such date but for which
payment hereunder has not been made as of such date, but not
including any Deferred Vested Units as defined in Section
4(f)(ii) hereof standing to the Recipient's credit on such date
except as otherwise provided in Section 4(g)(iv) hereof) shall be
determined as follows:
(i) To the extent that the payment for any of the
Recipient's Vested Units is to be made in cash, the amount
of cash to be paid for such Vested Units shall be equal to
the product of (A) the number of such Vested Units,
multiplied by (B) the highest closing price per share of
the Common Stock, as reported on the New York Stock
Exchange Composite Tape, occurring during the 90-day
period preceding and the 90-day period following the
Acceleration Date (the "Multiplication Factor").
(ii) To the extent that payment for any of the Recipient's
Vested Units is to be made in shares of Common Stock, the
number of shares of Common Stock to be issued with respect
to such Vested Units shall be determined by dividing (A)
the product of (y) the number of such Vested Units
multiplied by (z) the Multiplication Factor, by (B) the
per share closing price of the Common Stock as reported on
the New York Stock Exchange Composite Tape for the day
preceding the payment date, or if there are no sales of
Common Stock on such date, for the next preceding day on
which there were sales of Common Stock.
(e) If the Recipient has died prior to the date on which any
payment is to be made hereunder with respect to the Recipient's
Vested Units or Deferred Vested Units, the payment otherwise
required to be made to the Recipient shall be made to the
Recipient's beneficiary or estate, as the case may be.
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(f) Subject to the provisions of paragraph (g) below but
notwithstanding any other provisions of this Section 4 to the
contrary, payment with respect to part or all of the Recipient's
Vested Units shall be deferred, and shall be made at the time and
in the manner hereinafter set forth, if the Recipient so elects
in accordance with the following provisions:
(i) An election by the Recipient hereunder shall be made
in writing, on a form furnished to the Recipient for such
purpose by the Committee. The form shall be filed with the
Committee at least one year prior to the Vesting Date.
(ii) In the Recipient's election form, the Recipient shall
specify the number of Vested Units payment with respect to
which the Recipient wishes to defer (the number of Vested
Units payment with respect to which is deferred pursuant
to the Recipient's election hereunder, and the number of
additional units credited to the Recipient pursuant to
subparagraph (vi) below are hereinafter collectively
referred to as the Recipient's "Deferred Vested Units");
the date on which payment with respect to the Recipient's
Deferred Vested Units shall be made or commence (the
"Payment Commencement Date") in accordance with
subparagraph (iii) below; and the method by which payment
with respect to the Recipient's Deferred Vested Units
shall be made (the "Payment Method") in accordance with
subparagraph (iv) below.
(iii) The Recipient may select, as the Payment
Commencement Date, the first business day of any of the
following: (A) the third calendar year following the
calendar year in which the Vesting Date occurs, or any
later calendar year; (B) the earlier of (x) any calendar
year which the Recipient is permitted to select under
clause (A), or (y) the calendar year following the later
of the Vesting Date or the date of the termination of the
Recipient's employment with the Corporation or any
subsidiary or the Recipient's Total Disability; or (C) the
calendar year following the later of the Vesting Date or
the date of the termination of the Recipient's employment
with the Corporation or any subsidiary or the Recipient's
Total Disability, or any later calendar year.
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(iv) The Recipient may select, as the Payment Method,
either (A) a single lump sum payment, or (B) payment in
annual installments, over a period of at least five years,
or such greater number of years as the Recipient specifies
in the Recipient's election form. With each such annual
installment, payment shall be made with respect to a
number of the Recipient's Deferred Vested Units equal to
the quotient resulting from dividing (C) the total number
of Deferred Vested Units standing to the Recipient's
credit hereunder on the applicable payment date, by (D)
the number of installment payments remaining to be made on
such date. Immediately after each annual installment
payment has been made, the number of Deferred Vested Units
standing to the Recipient's credit hereunder shall be
reduced by the number of Deferred Vested Units with
respect to which such payment was made.
(v) Any election made hereunder by the Recipient shall be
irrevocable.
(vi) Until payment has been made with respect to all of
the Recipient's Deferred Vested Units (including those
credited to the Recipient under Until payment has been
made with respect to this subparagraph), there shall be
credited to the Recipient hereunder, as of each Dividend
Payment Date, a number of additional Deferred Vested Units
determined by multiplying (A) the number of Deferred
Vested Units (including any additional Deferred Vested
Units previously credited to the Recipient under this
subparagraph) standing to the Recipient's credit hereunder
on the day immediately preceding such Dividend Payment
Date, by (B) the quotient referred to in Section 2(a)(ii)
hereof.
(vii) Payment with respect to the Recipient's Deferred
Vested Units shall be made in cash, or in shares of Common
Stock, or in any combination of cash or such shares, as
the Committee shall determine in its sole discretion. To
the extent that payment with respect to any of the
Recipient's Deferred Vested Units is to be made in shares
of Common Stock, one share of Common Stock shall be issued
for each such Deferred Vested Unit. The amount of the cash
payment to be made with respect
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to any Deferred Vested Units shall be equal to (and with
respect to any fractional part of a Deferred Vested Unit,
shall be based upon) the per share closing price of one
share of Common Stock as reported on the New York Stock
Exchange Composite Tape for the last business day
immediately preceding the date on which such cash payment
is to be made.
(viii) A deferral election otherwise permitted to be made
hereunder shall be subject to the following limitations:
(A) If the Recipient's Vesting Date should occur
within one year following the date on which the
Recipient's election form is filed with the
Committee, or if the Vesting Date occurs more than
one year from such date but occurs as a result of
the occurrence of an Acceleration Date, the
Recipient's deferral election shall not be given
effect, and payment with respect to the Recipient's
Vested Units shall be made in accordance with the
other applicable provisions of this Section 4.
(B) No deferral election shall be effective
hereunder if at any time during the 12-month period
ending on the Vesting Date, the Recipient received
a hardship withdrawal under Section 7.2(e) of the
GPU Companies Employee Savings Plan for
Nonbargaining Employees.
(C) No amount may be deferred with respect to the
Recipient's Vested Units pursuant to the
Recipient's deferral election hereunder to the
extent that any tax is required to be withheld with
respect to such amount pursuant to applicable
federal, state or local law.
(ix) Notwithstanding any other provision in this paragraph
(f) to the contrary, to the extent the Committee in its
sole discretion so determines, payment with respect to any
part or all of the Recipient's Deferred Vested Units may
be made to the Recipient or to the Recipient's beneficiary
or estate, on any date earlier than the date on which such
payment is to be made pursuant to the
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Recipient's election hereunder, in the following
circumstances: (A) in the event of the Recipient's death
prior to the Payment Commencement Date specified in the
Recipient's election hereunder; (B) in the event the
Recipient becomes entitled to receive payments under the
Long-Term Disability Plan or Employee Pension Plan of any
GPU Company as a result of incurring a Total Disability;
and in the event the Recipient requests such early payment
and the Committee, in its sole discretion, determines that
such early payment is necessary to help the Recipient meet
some severe financial need arising from circumstances
which were beyond the Recipient's control and which were
not foreseen by the Recipient at the time of the
Recipient's election hereunder.
(g) Notwithstanding any provision in paragraph (f) above to the
contrary or any other election made by the Recipient under
paragraph (f), the Recipient may make a special election under
this paragraph (g) regarding payment with respect to his or her
Deferred Vested Units in the event a "Change in Control", as
defined in the Plan, should occur.
(i) The Recipient may elect under this subparagraph (i) to
have payment with respect to all of his or her Deferred
Vested Units made in the form of a single lump sum payment
upon the occurrence of a Change in Control prior to the
Recipient's termination of employment. Such payment shall
be made as soon as practicable after the date on which
such Change in Control occurs.
(ii) The Recipient may elect under this subparagraph (ii)
to have payment with respect to all of his or her Deferred
Vested Units made in the form of a single lump sum payment
in the event of the Recipient's termination of employment
for any reason within the two-year period following a
Change in Control. Such payment shall be made by no later
than 30 days after the date of the Participant's
termination of employment.
(iii) Under this subparagraph (iii) a Recipient may elect,
in the event a Change in Control occurs after the
Participant's termination of employment but before all
payments with respect to his or her Deferred Vested Units
have been made pursuant to
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the Participant's election under Section 4(f), to have
payment with respect to all of the Deferred Vested Units
that are still standing to the Recipient's credit
hereunder at the time of such Change in Control made in
the form of a single lump sum payment. Such payment shall
be made as soon as practicable after the date on which
such Change of Control occurs.
(iv) Payment with respect to the Recipient's Deferred
Vested Units pursuant to an election made by the Recipient
under subparagraph (i), (ii) or (iii) above shall be made
in the manner provided in Section 4(f)(vii); provided,
however, that if payment is to be made pursuant to the
Recipient's election under subparagraph (i) or (iii), the
second and third sentences of Section 4(f)(vii) shall not
apply, and the amount of cash payable and/or the number of
shares of Common Stock to be issued with respect to the
Recipient's Deferred Vested Units shall be determined in
accordance with the provisions of Section 4(d)(I) and
(ii).
(v) An election under subparagraph (i) shall be effective
only if it is made at least one year prior to the Change
in Control referred to in subparagraph (i). An election
under subparagraph (ii) shall be effective only if it is
made either (A) at least twenty-four (24) months prior to
the Recipient's termination of employment, or (B) if such
termination of employment constitutes an "Involuntary
Termination", as defined in subparagraph (vi) below, at
least one year prior to the Change in Control referred to
in subparagraph (ii). An election under subparagraph (iii)
shall be effective only if it is made prior to the
Recipient's termination of employment and at least one
year prior to the occurrence of the Change in Control
referred to in subparagraph (iii). Any special election
made under subparagraphs (i), (ii) or (iii) may be
revoked, and a new special election may be made
thereunder, at any time; provided, however, that any such
revocation or new election shall be effective only if it
is made within the applicable election period specified
herein. Any special election, or revocation of a special
election, that may be made under subparagraphs (i), (ii)
or (iii) shall be made in the manner set forth in the
first sentence
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of Section 4(f)(i). Any special election made by the
Recipient under subparagraph (i), (ii) or (iii) shall be
effective only if, at the date as of which payment is to
be made pursuant to such election, there is in effect for
the Recipient a special election under the comparable
provision of each other Performance Units Agreement and
Restricted Units Agreement between the Recipient and GPU,
Inc. in effect on such date.
(vi) For purposes of this paragraph (g), "Involuntary
Termination" shall mean the termination of Recipient's
employment (A) as a result of the Recipient's death, (B)
by the Corporation or any subsidiary, for any reason, or
(C) by the Recipient for "Good Reason". For purposes of
the foregoing, "Good Reason" shall mean the occurrence
after a Change in Control of any of the following events
or conditions:
(1) a change in the Recipient's status, title,
position or responsibilities (including reporting
responsibilities) which, in the Recipient's
reasonable judgment, represents an adverse change
from his or her status, title, position or
responsibilities as in effect immediately prior
thereto; the assignment to the Recipient of any
duties or responsibilities which, in the
Recipient's reasonable judgment, are inconsistent
with his or her status, title, position or
responsibilities; or any removal of the Recipient
from or failure to reappoint or reelect him or her
to any of such offices or positions, other than in
connection with the termination of his or her
employment for disability, for cause, or by the
Recipient other than for Good Reason;
(2) a reduction in the rate of the Recipient's
annual base salary;
(3) the relocation of the offices at which the
Recipient is principally employed to a location
more than twenty-five (25) miles from the location
of such offices immediately prior to such
relocation, or the Recipient's being required to be
based anywhere other than at such offices, except
to the extent
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the Recipient was not previously assigned to a
principal place of duty and except for required
travel on business of the Corporation or any
subsidiary to an extent substantially consistent
with the Recipient's previous business travel
obligations;
(4) the failure by the Corporation or any
subsidiary to pay to the Recipient any amount of
the Recipient's current compensation, or any amount
payable under this Agreement, within seven (7) days
of the date on which payment of such amount is due;
or
(5) the failure by the Corporation or any
subsidiary (x) to continue in effect (without
reduction in benefit level, and/or reward
opportunities) any material compensation or
employee benefit plan in which the Recipient was
participating immediately prior to such failure by
the Corporation or any subsidiary unless a
substitute or replacement plan has been implemented
which provides substantially identical compensation
or benefits to the Recipient or (y) to continue to
provide the Recipient with compensation and
benefits, in the aggregate, at least equal (in
terms of benefit levels and/or reward
opportunities) to those provided for under all
other compensation or employee benefit plans,
programs and practices in which the Recipient was
participating immediately prior to such failure by
the Corporation or any subsidiary.
Any event or condition described in clauses (1) through (5) above
which occurs (A) within twelve (12) months prior to a Change in
Control or (B) prior to a Change in Control but which you
reasonably demonstrate (x) was at the request of a third party
who has indicted an intention or taken steps reasonably
calculated to effect a Change in Control and who effectuates a
Change in Control or (y) otherwise arose in connection with, or
in anticipation of a Change in Control which has been threatened
or proposed, shall constitute Good Reason for purposes of this
Agreement notwithstanding that it occurred prior to a Change in
Control.
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5. WITHHOLDING TAXES
In connection with the issuance of any Common Stock or the making
of any cash payment in accordance with the provisions of this
Agreement, the Corporation shall withhold the taxes then required
by applicable federal, state and local law to be so withheld. In
lieu thereof, the Corporation may require the Recipient (or, in
the event of the Recipient's death, the Recipient's beneficiary
or estate) to pay to the Corporation an amount equal to the
amount of taxes so required to be withheld. Such payment to the
Corporation shall be made in cash, in shares of Common Stock with
a market value equal to such withholding obligation, or in any
combination thereof, as determined by the Committee.
6. ADMINISTRATION
(a) The Committee shall have full authority and sole discretion
(subject only to the express provisions of the Plan) to decide
all matters relating to the administration and interpretation of
the Plan and this Agreement. All such Committee determinations
shall be final, conclusive, and binding upon the Corporation, the
Recipient, the Recipient's estate and any and all other
interested parties. Notwithstanding the foregoing, any
determination made by the Committee after the occurrence of a
"Change in Control" (as defined in the Plan) shall be subject to
judicial review under a "de novo" rather than a deferential
standard. The Recipient hereby acknowledges receipt of the
Corporation's Prospectus which includes the text of the Plan.
(b) This Agreement shall be subject to the terms of the Plan, and
in the case of any inconsistency between the Plan and this
Agreement, the provisions of the Plan shall govern.
7. NONASSIGNABILITY
The Recipient's rights to payments under this Agreement shall not
be subject in any manner to anticipation, alienation, sale,
transfer (other than transfer by will or by the laws of descent
and distribution), assignment, pledge, encumbrance, attachment or
garnishment by the Recipient's creditors or the creditors of the
Recipient's spouse or any other beneficiary.
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8. RIGHT TO CONTINUED EMPLOYMENT
Nothing in the Plan or this Agreement shall confer on the
Recipient any right to continue as an employee of the Corporation
or any subsidiary or in any way affect the Corporation's or any
subsidiary's right to terminate the Recipient's employment at any
time.
9. FORCE AND EFFECT
The various provisions of this Agreement are severable in their
entirety. Any determination of invalidity or unenforceability of
any one provision shall have no effect on the continuing force
and effect of the remaining provisions.
10. PREVAILING LAWS
This Agreement shall be governed by the laws of the Commonwealth
of Pennsylvania applicable to contracts made, and to be enforced,
within the Commonwealth of Pennsylvania.
11. SUCCESSORS
This Agreement shall be binding upon and inure to the benefit of
the successors, assigns and heirs of the respective parties.
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12. NOTICE
Any notice to the Corporation hereunder shall be in writing
addressed to:
Vice President, Human Resources
GPU Service, Inc.
000 Xxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Any notice to the Recipient hereunder shall be in writing addressed
to:
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or such other address as the Recipient shall specify to the
Corporation in writing.
13. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the parties and
shall not be modified or amended except in writing and duly signed
by each of the parties hereto. No waiver by either party of any
default under this Agreement shall be deemed a waiver of any later
default set forth above.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date set forth above.
GPU, INC.
By:__________________________________
Xxxx X. Xxxxx
Chairman, President and Chief
Executive Officer
-----------------------------------
(Recipient)
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