FORM OF AMENDMENT Exhibit 10d
AMENDMENT TO
AMENDED AND RESTATED
EMPLOYMENT CONTRACT
This Amendment dated as of January 7, 1999 to Amended and
Restated Employment Contract dated as of March 20, 1996 (the
"Employment Contract") is entered into between St. Xxxxxx Light &
Power Company, a Missouri corporation (the "Company"), and <>
(the "Executive"). Capitalized terms not defined herein have the respective
meanings set forth in the Employment Contract.
WHEREAS, the Company and the Executive desire to amend the
Employment Contract as set forth herein.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, the parties agree that the
Employment Contract hereby is amended as set forth below.
1. Clause (ii) of the first sentence of Section 3.04 is
amended by deleting the words "the date which is 180 days after".
2. Paragraph A of Section 3.04 is amended to read in its
entirety as follows:
"A. LUMP SUM CASH PAYMENT. (1) On or before the Executive's
last day of employment with the Company or its subsidiaries, or
as soon thereafter as possible, or on such earlier date as may be
determined by the Company, in its sole discretion, pursuant to
Paragraph A(2) of this Section 3.04, the Company shall pay to the
Executive as compensation for services rendered, a lump sum cash
amount (subject to the usual withholding taxes) equal to the sum
of (i) three (3) times the sum of the Executive's Annual Salary
at the rate in effect immediately prior to the change of control
plus (ii) three (3) times the Executive's annual target bonus
under the Officers Annual Bonus Plan adopted March 20, 1996 for
the year in which the change of control occurs plus (iii) an
amount equal to the Executive's annual target bonus under the
Officers Annual Bonus Plan adopted March 20, 1996 for the year in
which the change of control occurs multiplied by a fraction, the
numerator of which is the number of days of the year in which the
change of control occurs during which the Executive was employed
by the Company or its subsidiaries and the denominator of which
is 365, plus (iv) an amount equal to the compensation (at the
Executive's rate of Annual Salary in effect immediately prior to
the change of control) payable for any period for which the
Executive could have, immediately prior
to the date of his termination of employment, been on vacation
and received such compensation, determined under the Company's
vacation pay plan or program covering the Executive immediately
prior to the change of control. If the time from the Executive's
last day of employment with the Company or its subsidiaries to
the Executive's 65th birthday is less than 36 months, there shall
be a proportionate reduction of the portion of said payments
computed under clauses (i) and (ii) of the preceding sentence.
(2) The Company may, in its sole discretion, pay to the
Executive all or a portion of the payments computed under clauses
(i), (ii) and (iii) of Paragraph A(1) of this Section 3.04 in any
year preceding the year in which the change of control occurs
(the amount of any such payment being hereinafter referred to as
an "Anticipatory Payment Amount"). In the event that the Company
pays an Anticipatory Payment Amount to the Executive, the
Executive (or in the event of the Executive's death or
disability, his executor or other legal representative) shall,
within 60 days, or as soon thereafter as possible, following the
first to occur of either of the dates set forth below, repay to
the Company an amount equal to the Anticipatory Payment Amount,
minus the amount of all federal and state taxes paid or payable
by the Executive by reason of the payment of the Anticipatory
Payment Amount, plus the amount of any decrease in the federal
and state taxes paid or xxxxxxx.xx the Executive by reason of any
payment by the Executive to the Company pursuant to this
sentence, including without limitation any further decrease
attributable to a payment due to a decrease (the net amount of
the payment required by this sentence to be made by the Executive
to the Company being hereinafter referred to as the "After-Tax
Repayment Amount"):
(i) the date of termination or expiration of the agreement
pursuant to which the change of control was to have occurred and
with respect to which the Anticipatory Payment Amount was paid;
or
(ii) the date of termination of the employment of the
Executive for any reason other than a reason described in clause
(i) or (ii) of the first sentence of this Section 3.04.
The After-Tax Repayment Amount shall be determined by the
Accounting Firm (as defined in paragraph C(2) of this Section
3.04). All expenses and fees of the Accounting Firm incurred by
reason of this paragraph (A)(2) shall be paid by the Company."
3. Paragraphs D(1)(3) and D(1)(4) of Section 3.04 are
amended by deleting the words "approval by the shareholders of"
and substituting in lieu thereof the words "consummation by".
4. Paragraph D of Section 3.04 is amended by deleting
"DEFINITIONS. (1) CHANGE OF CONTROL." at the beginning thereof
and substituting in lieu thereof the WORDS "DEFINITION OF CHANGE
OF CONTROL."
5. Paragraph D(2) of Section 3.04 is deleted in its
entirety.
6. The following new Section 3.05 is added immediately
following Section 3.04:
"Section 3.05. RETENTION BONUS. (A) PAYMENT. If the
Executive remains continuously employed by the Company or its
subsidiaries for a period of 180 days after the date on which a
change of control of the Company occurs, or if within such 180-
day period the employment of the Executive terminates for a
reason described in either clause (i) of the first sentence of
Section 3.04 hereof or paragraph B of this Section 3.05, the
Company shall pay to the Executive a retention bonus in the lump
sum cash amount (subject to the usual withholding taxes) equal to
the sum of (i) the Executive's Annual Salary at the rate in
effect immediately prior to the change of control plus (ii) the
Executive's annual target bonus under the Officers Annual Bonus
Plan adopted March 20, 1996 for the year in which the change of
control occurs. Such retention bonus shall be paid not Later than
190 days following the date of such change of control.
(B) CERTAIN RESIGNATIONS ENTITLING THE EXECUTIVE TO PAYMENT.
A resignation or other termination by the Executive of his
employment with the Company during the 180 day period commencing
on the date on which a change of control of the Company occurs
shall entitle the Executive to payment of the retention bonus
described in paragraph A of this Section 3.05 if such resignation
or other termination of such employment is on account of:
(i) the assignment to the Executive of any duties
inconsistent in any respect with the Executive's position
(including status, offices, titles and reporting requirements),
authority, duties or responsibilities as Contemplated by Section
1.01 or any other action by the Company which results in a
diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and
which is remedied by the Company promptly after receipt of
notice thereof given by the Executive;
(ii) any failure by the Company to comply with any of the
provisions of Section 2.01, other than an isolated, insubstantial
and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of notice thereof
given by the Executive;
(iii) the Company's requiring the Executive to be based at
any office or location other than that described in Section 1.01;
or
(iv) any failure by the Company to comply with and satisfy
Section 4.02.
For purposes of this paragraph (B), any good faith determination
that any of the above described events have occurred made by the
Executive shall be conclusive."
IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed by a duly authorized officer of the Company and the
Executive has executed this Amendment as of the day and year
first above written.
ST. XXXXXX LIGHT & POWER COMPANY
By /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
