AGREEMENT
Exhibit 10.1
AGREEMENT
BACKGROUND:
1. National Fuel Gas Company (“NFG”) is a party to a Split Dollar Insurance and Death Benefit
Agreement originally entered into with Xxxxxx X. Xxxxxxxx on April 1, 1991.
2. The agreement dated April 1, 1991 was amended by a subsequent agreement dated January 8,
1996, and amended and restated in its entirety by an Agreement dated September 17, 1997 (the
“Agreement”).
3. The Agreement recognized that two policies insuring the life of Xxxxxx X. Xxxxxxxx issued
by Guardian Life Insurance Company of America had been assigned to Xxxxx X. Xxxxxxxx, as Trustee of
the Xxxxxx X. Xxxxxxxx Insurance Trust under the irrevocable Agreement dated February 26, 1997 (the
“Trust”).
4. The Agreement was and is referred to herein as the “Amended Agreement.”
5. Because of subsequently enacted law (the Xxxxxxxx-Xxxxx Act), NFG was precluded from
continuing to pay the premiums on Guardian policy # 3646630. Xxxxx X. Xxxxxxxx, as Trustee, was
unable to pay these premiums out of trust assets and therefore assigned all of the Trust’s rights
in this policy to NFG, effective April 27, 2006, in partial prepayment of the amount due to NFG on
the termination of the Amended Agreement.
6. In recognition of the importance to NFG of Xxxxxx X. Xxxxxxxx’x continuing service as an
executive officer, NFG wishes to offer a supplementary benefit to him on the terms set forth in
this agreement.
NOW, THEREFORE, in consideration of his agreement to continue service as an executive officer,
National Fuel Gas Company hereby promises to pay Xxxxxx X. Xxxxxxxx or his Beneficiary (as defined
below) as follows:
a) If Xxxxxx X. Xxxxxxxx is surviving on February 14, 2014 (his 70th birthday), NFG
will pay him the sum of $968,905. This payment shall be made 10 calendar days following that date.
b) If Xxxxxx X. Xxxxxxxx dies before February 14, 2014, NFG will pay to his Beneficiary an
amount equal to (1) the sum of 24 times the base monthly salary payable by NFG to him in the month
prior to his death (or if he is retired, in the month prior to the commencement of his retirement)
and two times the most recent award, if any, paid to him under any of NFG’s lump sum payment
programs including the Annual At Risk Compensation Incentive Program (AARCIP), but specifically not
including the NFG Performance Incentive Program established on June 3, 2005, (2) reduced by the
amount received by the Trust pursuant to the Amended Agreement. This payment shall be made 10
calendar days following his death.
As used in this agreement, the term “Beneficiary” means one or more individuals or legal
entities designated by Xxxxxx X. Xxxxxxxx in a written notice delivered to the Manager of Benefit
Services of NFG or a person in a similar position within the Human Resources Department; or if no
such notice is delivered, the term “Beneficiary” means Xxxxxx X. Xxxxxxxx’x estate.
Notwithstanding anything in this agreement, if NFG terminates the Amended Agreement under
paragraph B of Section IV (dealing with termination for cause or competition with NFG), NFG may
also terminate this agreement without any obligation to make any payment hereunder.
| NATIONAL FUEL GAS COMPANY |
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Date signed: September 24, 2006
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By: | /s/ X. X. Xxxxxxx Chairman of the Compensation Committee |
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