AMERICAN ELECTRIC POWER SERVICE CORPORATION CHANGE IN CONTROL AGREEMENT Effective January 1, 2006
EXHIBIT
1
AMERICAN
ELECTRIC POWER SERVICE CORPORATION
Effective
January 1, 2006
Whereas,
American Electric Power Service Corporation, a New York corporation, including
any of its subsidiary companies, divisions, organizations, or affiliated
entities (collectively referred to as “AEPSC”) considers it essential to its
best interests and the best interests of the shareholders of the American
Electric Power Company, Inc., a New York corporation, (hereinafter referred
to
as “Corporation”) to xxxxxx the continued employment of key management
personnel; and
Whereas,
the uncertainty attendant to a Change In Control of the Corporation may result
in the departure or distraction of management personnel to the detriment
of
AEPSC and the shareholders of the Corporation; and
Whereas,
the Board of the Corporation has determined that steps should be taken to
reinforce and encourage the continued attention and dedication of members
of
AEPSC’s management to their assigned duties in the event of a Change In Control
of the Corporation; and
Now
Therefore, AEPSC hereby establishes the American Electric Power Service
Corporation Change In Control Agreement (the “Agreement”).
ARTICLE
I
DEFINITIONS
As
used
herein the following words and phrases shall have the following respective
meanings unless the context clearly indicates otherwise.
(a)
“Anniversary Date” means January 1 of each Calendar Year.
(b)
“Annual Compensation” means the sum of the Executive’s Annual Salary and the
Executive’s Target Annual Incentive.
(c)
“Annual Salary” means the Executive’s regular annual base salary immediately
prior to the Executive’s termination of employment, including compensation
converted to other benefits under a flexible pay arrangement maintained by
AEPSC
or deferred pursuant to a written plan or agreement with AEPSC, but excluding
sign-on bonuses, allowances and compensation paid or payable under any of
AEPSC’s long-term or short-term incentive plans or any similar payments, and any
salary lump sum amount paid in lieu of or in addition to a base wage or salary
increase.
(d)
“Board” means the Board of Directors of American Electric Power Company,
Inc.
(e)
“Calendar Year” means the twelve (12) month period commencing each January 1 and
ending each December 31.
(f)
“Cause” shall mean
(i)
the
willful and continued failure of the Executive to perform substantially the
Executive’s duties with AEPSC (other than any such failure as reasonably and
consistently determined by the Board to have resulted from incapacity due
to
physical or mental illness), after a written demand for substantial performance
is delivered to the Executive by the Board or an elected officer of AEPSC
which
specifically identifies the manner in which the Board or the elected officer
believes that the Executive has not substantially performed the Executive’s
duties, or
(ii)
the
willful conduct or omission by the Executive, which the Board determines
to be
illegal or gross misconduct that is demonstrably injurious to AEPSC or the
Corporation; or a breach of the Executive’s fiduciary duty to AEPSC or the
Corporation, as determined by the Board.
For
purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered “willful” unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive’s action or omission was in the best interests of AEPSC or the
Corporation. Any act, or failure to act, based upon authority given pursuant
to
a resolution duly adopted by the Board or upon the advice of counsel for
AEPSC
or the Corporation, shall be conclusively presumed to be done, or omitted
to be
done, by the Executive in good faith and in the best interests of AEPSC or
the
Corporation
(g)
“Change In Control” of the Corporation shall be deemed to have occurred if and
as of such date that (i) any “person” or “group” (as such terms are used in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (“Exchange
Act”)), other than AEPSC, any company owned, directly or indirectly, by the
shareholders of the Corporation in substantially the same proportions as
their
ownership of stock of the Corporation or a trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation, becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of more than one third of the then outstanding voting stock
of
the Corporation; or (ii) the consummation of a merger or consolidation of
the
Corporation with any other entity, other than a merger or consolidation which
would result in the voting securities of the Corporation outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or
by
being converted into voting securities of the surviving entity) at least
two-thirds of the total voting power represented by the voting securities
of the
Corporation or such surviving entity outstanding immediately after such merger
or consolidation; or (iii) the consummation of the complete liquidation of
the
Corporation or the sale or disposition by the Corporation (in one transaction
or
a series of transactions) of all or substantially all of the Corporation’s
assets.
(h)
“CIC
Multiple” means a factor of (i) two and ninety-nine one-hundredths (2.99) with
respect to the Chief Executive Officer of American Electric Power Service
Corporation and such other Executives who are nominated for such factor by
the
Chief Executive Officer of American Electric Power Service Corporation and
approved by the Human Resources Committee of the Board of the Corporation;
or
(ii) two (2.00) with respect to all other Executives.
(i)
“Code” means the Internal Revenue Code of 1986, as amended from time to
time.
(j)
“Commencement Date” means January 1, 2006, which shall be the beginning date of
the term of this Agreement.
(k)
“Disability” means the Executive’s total and permanent disability as defined in
AEPSC’s long-term disability plan covering the Executive immediately prior to
the Change In Control.
(l)
“Executive” means an employee of AEPSC or the Corporation who is designated by
AEPSC and approved by the Human Resources Committee of the Board of the
Corporation as an employee entitled to benefits, if any, under the terms
of this
Agreement.
(m)
“Good
Reason” means
(1)
an
adverse change in the Executive’s status, duties or responsibilities as an
executive of AEPSC as in effect immediately prior to the Change In Control,
provided that the Executive shall have given AEPSC written notice of the
alleged
adverse change and AEPSC shall have failed to cure such change within thirty
(30) days after its receipt of such notice;
(2)
failure of AEPSC to pay or provide the Executive in a timely fashion the
salary
or benefits to which the Executive is entitled under any employment agreement
between AEPSC and the Executive in effect on the date of the Change In Control,
or under any benefit plans or policies in which the Executive was participating
at the time of the Change In Control, provided that such failure was other
than
an isolated, insubstantial and inadvertent action not taken in bad faith
and
which is remedied by the Corporation within fifteen (15) days following notice
from the Executive;
(3)
the
reduction of the Executive’s salary as in effect on the date of the Change In
Control;
(4)
the
taking of any action by AEPSC (including the elimination of a plan without
providing substitutes therefor, the reduction of the Executive’s awards
thereunder or failure to continue the Executive’s participation therein) that
would substantially diminish the aggregate projected value of the Executive’s
awards or benefits under AEPSC’s benefit plans or policies in which the
Executive was participating at the time of the Change In Control; provided,
however, that the diminishment of such awards or benefits that apply to other
groups of employees of AEPSC in addition to Executives covered by this or
a
similar agreement shall be disregarded;
(5)
a
failure by AEPSC or the Corporation to obtain from any successor the assent
to
this Agreement contemplated by Article IV hereof; or
(6)
the
relocation, without the Executive’s prior approval, of the office at which the
Executive is to perform services on behalf of AEPSC to a location more than
fifty (50) miles from its location immediately prior to the Change In
Control.
Any
circumstance described in this Article I(m) shall constitute Good Reason
even if
such circumstance would not constitute a breach by AEPSC of the terms of
an
employment agreement between AEPSC and the Executive in effect on the date
of
the Change In Control. The Executive shall be deemed to have terminated
employment for Good Reason effective upon the effective date stated in a
written
notice of such termination given by the Executive to AEPSC (which notice
shall
not be given, in circumstances described in Article I(m)(1), before the end
of
the thirty (30) day period described therein, or in circumstances described
in
Article I(m)(2), before the end of the fifteen (15) day period described
therein), setting forth in reasonable detail the facts and circumstances
claimed
to provide the basis for termination, provided that the effective date may
not
precede, nor be more than sixty (60) days from, the date such notice is given.
The Executive’s continued employment shall not constitute consent to, or a
waiver of rights with respect to, any circumstances constituting Good Reason
hereunder.
(n)
“Qualifying Termination” shall mean following a Change In Control and during the
term of this Agreement the Executive’s employment is terminated for any reason
excluding (i) the Executive’s death, (ii) the Executive’s Disability, (iii) the
exhaustion of the Executive’s benefits under the terms of an applicable AEPSC
sick pay plan or long-term disability plan (other than by reason of the
amendment or termination of such a plan), (iv) the Executive’s Retirement, (v)
by AEPSC for Cause or (vi) by the Executive without Good Reason. In addition,
a
Qualifying Termination shall be deemed to have occurred if, prior to a Change
In
Control, the Executive’s employment was terminated during the term of this
Agreement (A) by AEPSC without Cause, or (B) by the Executive based on events
or
circumstances that would constitute Good Reason if a Change in Control had
occurred, in either case, (x) at the request of a person who has entered
into an
agreement with AEPSC or the Corporation, the consummation of which would
constitute a Change In Control or (y) otherwise in connection with, as a
result
of or in anticipation of a Change In Control. The mere act of approving a
Change
In Control agreement shall not in and of itself be deemed to constitute an
event
or circumstance in anticipation of a Change In Control for purposes of this
Article I(n).
(o)
“Retirement” shall mean an Executive’s voluntary termination of employment after
attainment of age 55 with five or more years of service with AEPSC without
Good
Reason.
(p)
“Target Annual Incentive” shall mean the award that the Executive would have
received under the Senior Officer Annual Incentive Compensation Plan or such
other annual incentive compensation plan applicable to such Executive for
the
year in which the Executive’s termination occurs, if one hundred percent (100%)
of the annual target award has been earned. Executives not participating
in an
annual incentive compensation plan that has predefined target levels will
be
treated as though they were participants in an annual incentive plan with
such
targets and will be assigned the same annual target percent as their
participating peers in a comparable salary grade.
ARTICLE
II
TERM
OF
AGREEMENT
2.1 The
initial term of this Agreement shall be for the period beginning on the
Commencement Date and ending on the December 31 immediately following the
Commencement Date. The term of this Agreement shall automatically be extended
for an additional Calendar Year on the first Anniversary Date immediately
following the initial term of this Agreement without further action by AEPSC,
and shall be automatically extended for an additional Calendar Year on each
succeeding Anniversary Date, unless AEPSC shall have served notice upon the
Executive at least thirty (30) days prior to such Anniversary Date of AEPSC’s
intention that this Agreement shall not be extended, provided, however, that
if
a Change In Control of the Corporation shall occur during the term of this
Agreement, this Agreement shall terminate two years after the date the Change
In
Control is completed.
2.2 If
an
employee is designated as an Executive after the Commencement Date or after
an
Anniversary Date, the initial term of this Agreement shall be for the period
beginning on the date the employee is designated as an Executive and ending
on
the December 31 immediately following.
2.3 Notwithstanding
Section 2.1, the term of this Agreement shall end upon any termination of
the
Executive’s employment other than a Qualifying Termination in connection with a
Change In Control of the Corporation. For example, this Agreement shall
terminate if the Executive’s position is eliminated and the Executive’s
employment is terminated, other than in connection with a Change In Control
of
the Corporation, (i) due to a downsizing, consolidation or restructuring
of
AEPSC or of any other subsidiary of the Corporation or
(ii)
due to the sale, disposition or divestiture of all or a portion of AEPSC
or of
any other subsidiary of the Corporation.
ARTICLE
III
COMPENSATION
UPON A
QUALIFYING
TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL
3.1 Except
as
otherwise provided in Section 3.3, upon a Qualifying Termination, the Executive
shall be under no further obligation to perform services for AEPSC and shall
be
entitled to receive the following payments and benefits:
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(a)
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As
soon as practicable following the Executive’s date of termination, AEPSC
shall make a lump sum cash payment to the Executive in an amount
equal to
the sum of (1) the Executive’s Annual Salary through the date of
termination to the extent not theretofore paid, (2) the product
of (x) the
current plan year’s Target Annual Incentive and (y) a fraction, the
numerator of which is the number of days in such calendar year
through the
date of termination, and the denominator of which is 365, except
that
annual incentive plans which do not have predetermined annual target
awards for participants shall have their pro-rated incentive compensation
award for the current plan year paid as soon as practicable, and
(3) any
accrued vacation pay that otherwise would be available upon the
Executive’s termination of employment with AEPSC, in each case to the
extent not theretofore paid and in full satisfaction of the rights
of the
Executive thereto; provided, however, in the case of a Qualifying
Termination in the circumstances specified in Article I(n)(B),
payment of
the amount described in subsection (2) of this Section 3.1(a) shall
not be
made until immediately after the Change in Control event or circumstance;
and
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(b)
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Within
sixty (60) days of the Executive’s return of the signed release form,
AEPSC shall make a lump sum cash payment to the Executive in an
amount
equal to the CIC Multiple times the Executive’s Annual Compensation. If
the Qualifying Termination is specified in Article I(n) (A) or
(B), no
such lump sum payment shall be made unless and until the Change
in Control
related to the Qualifying Termination shall have
occurred.
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3.2 The
Executive shall be entitled to such outplacement services and other non-cash
severance or separation benefits as may then be available under the terms
of a
plan or agreement to groups of employees of AEPSC in addition to Executives
who
are covered under the terms of this or a similar agreement. See also section
3.3(b). To the extent any benefits described in this Article III, Section
3.2
cannot be provided pursuant to the appropriate plan or program maintained
by
AEPSC, AEPSC shall provide such benefits outside such plan or program at
no
additional cost to the Executive.
3.3 Notwithstanding
the foregoing;
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(a)
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The
severance payments and benefits provided under Sections 3.1(b),
3.2 and,
if applicable, 3.4 hereof shall be conditioned upon the Executive
executing a release at the time the Executive’s employment is terminated,
in the form established by the Corporation or by AEPSC, releasing
the
Corporation, AEPSC and their shareholders, partners, officers,
directors,
employees and agents from any and all claims and from any and all
causes
of action of kind or character, including but not limited to all
claims or
causes of action arising out of Executive’s employment with the
Corporation or AEPSC or the termination of such
employment.
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(b)
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The
severance payments and benefits provided under Sections 3.1, 3.2
and, if
applicable, 3.4 hereof shall be subject to, and conditioned upon,
the
waiver of any other cash severance payment or other benefits provided
by
AEPSC pursuant to any other severance agreement between AEPSC and
the
Executive. No amount shall be payable under this Agreement to,
or on
behalf of the Executive, if the Executive elects benefits under
any other
cash severance plan or program, or any other special pay arrangement
with
respect to the termination of the Executive’s
employment.
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(c)
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The
Executive agrees that at all times following termination, the Executive
will not, without the prior written consent of AEPSC or the Corporation,
disclose to any person, firm or corporation any “confidential
information,” of AEPSC or the Corporation which is now known to the
Executive or which hereafter may become known to the Executive
as a result
of the Executive’s employment or association with AEPSC or the
Corporation, unless such disclosure is required under the terms
of a valid
and effective subpoena or order issued by a court or governmental
body;
provided, however, that the foregoing shall not apply to confidential
information which becomes publicly disseminated by means other
than a
breach of this provision. It is recognized that damages in the
event of
breach of this Section 3.3(c) by the Executive would be difficult,
if not
impossible, to ascertain, and it is therefore agreed that AEPSC
and the
Corporation, in addition to and without limiting any other remedy
or right
that AEPSC or the Corporation may have, shall have the right to
an
injunction or other equitable relief in any court of competent
jurisdiction, enjoining any such breach, and the Executive hereby
waives
any and all defenses the Executive may have on the ground of lack
of
jurisdiction or competence of the court to grant such an injunction
or
other equitable relief. The existence of this right shall not preclude
AEPSC or the Corporation from pursuing any other rights or remedies
at law
or in equity which AEPSC or the Corporation may
have.
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“Confidential
information” shall mean any confidential, propriety and or trade secret
information, including, but not limited to, concepts, ideas, information
and materials relating to AEPSC or the Corporation, client records,
client
lists, economic and financial analysis, financial data, customer
contracts, marketing plans, notes, memoranda, lists, books,
correspondence, manuals, reports or research, whether developed
by AEPSC
or the Corporation or developed by the Executive acting alone or
jointly
with AEPSC or the Corporation while the Executive was employed
by
AEPSC.
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3.4 Notwithstanding
anything to the contrary in this Agreement, but subject to the requirements
of
Section 3.3, in the event that any payment or distribution by AEPSC to or
for
the benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise (a
"Payment"), would be subject to the excise tax imposed by Section 4999 of
the
Internal Revenue Code of 1986, as amended (the “Code”) (or any successor
provision thereto) by reason of being “contingent on a change in ownership or
control” of the Corporation, within the meaning of Section 280G of the Code (or
any successor provision thereto) or any interest or penalties with respect
to
such excise tax (such excise tax, together with any such interest or penalties,
are hereinafter collectively referred to as the "Excise Tax"), AEPSC shall
pay
to the Executive an additional payment (a "Gross-up Payment") in an amount
such
that after payment by the Executive of all taxes (including any interest
or
penalties imposed with respect to such taxes), including any Excise Tax imposed
on any Gross-up Payment, the Executive retains an amount of the Gross-up
Payment
equal to the Excise Tax imposed upon the Payments.
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(a)
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All
determinations required to be made under this Section 3.4, including
whether an Excise Tax is payable by the Executive and the amount
of such
Excise Tax, shall be made by a nationally recognized tax preparation,
financial counseling or public accounting firm (the “Tax Firm”) that is
experienced in 280G calculations and that was selected by AEPSC
prior to
the Change in Control. The Tax Firm shall be directed by AEPSC
to submit
its preliminary determination and detailed supporting calculations
to both
AEPSC and the Executive within 15 calendar days after the date
of the
Executive’s termination of employment, if applicable, and any other such
time or times as may be requested by AEPSC or the Executive. If
the Tax
Firm determines that any Excise Tax is payable by the Executive,
AEPSC
shall make the Gross-Up Payment attributable thereto. If the Tax
Firm
determines that no Excise Tax is payable by the Executive, it shall,
at
the same time as it makes such determination, furnish the Executive
with
an opinion that she has substantial authority not to report any
Excise Tax
on her federal, state, local income or other tax return. All fees
and
expenses of the Tax Firm shall be paid by AEPSC in connection with
the
calculations required by this
section.
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(b)
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The
federal, state and local income or other tax returns filed by the
Executive (or any filing made by a consolidated tax group, which
includes
AEPSC) shall be prepared and filed on a consistent basis with the
determination of the Tax Firm with respect to the Excise Tax payable
by
the Executive. The Executive shall make proper payment of the amount
of
any Excise Tax, and at the request of AEPSC, provide to AEPSC true
and
correct copies (with any amendments) of her federal income tax
return as
filed with the Internal Revenue and such other documents reasonably
requested by AEPSC, evidencing such
payment.
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(c)
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Executive
shall notify AEPSC immediately in writing of any claim by the Internal
Revenue Service that, if successful, would require AEPSC to make
a
Gross-up Payment (or a Gross-up Payment in excess of that, if any,
initially determined under Section 3.4(a)) within five days of
the receipt
of such claim. AEPSC shall notify the Executive in writing at least
five
days prior to the due date of any response required with respect
to such
claim, or such shorter time period following AEPSC's receipt of
the
notice, if it plans to contest the claim. If AEPSC decides to contest
such
claim, the Executive shall cooperate fully with AEPSC in such action;
provided, however, AEPSC shall bear and pay directly or indirectly
all
costs and expenses (including additional interest and penalties)
incurred
in connection with such action and shall indemnify and hold the
Executive
harmless, on an after-tax basis, for any Excise Tax or income tax,
including interest and penalties with respect thereto, imposed
as a result
of AEPSC's action. If the Executive receives a refund of any amount
paid
by AEPSC with respect to such claim, the Executive shall promptly
pay to
AEPSC (i) such refund and (ii) the amount of any Gross-up Payment
associated with such refund that is not included in the amount
of such
refund (such as taxes other than federal taxes included in the
Gross-up
Payment). If AEPSC fails to timely notify the Executive whether
it will
contest such claim or AEPSC determines not to contest such claim,
then
AEPSC shall immediately pay to the Executive the portion of such
claim, if
any, which it has not previously paid to the Executive as well
as the
amount of any Gross-up Payment (calculated pursuant to Section
3.4)
associated with such payment but that has not otherwise been paid
to the
Executive.
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3.5 The
obligations of AEPSC to pay the benefits described in Sections 3.1, 3.2,
and if
applicable, 3.4, shall, subject to Section 3.3, be absolute and unconditional
and shall not be affected by any circumstances, including, without limitation,
any set-off, counterclaim, recoupment, defense or other right which AEPSC
may
have against the Executive; provided, however, AEPSC shall comply with and
enforce obligations of AEPSC or the Executive under law determined by AEPSC
to
be applicable, including any withholding in order to comply with a court
order.
In no event shall the Executive be obligated to seek other employment or
take
any other action by way of mitigation of the amounts payable to the Executive
under any of the provisions of this Agreement, nor shall the amount of any
payment hereunder be reduced by any compensation earned by the Executive
as a
result of employment by another employer.
3.6 Executive
alone shall be liable for the payment of any and all tax cost, incremental
or
otherwise, incurred by the Executive in connection with the provision of
any
benefits described in this Agreement. No provision of this Agreement shall
be
interpreted to provide for the gross-up or other mitigation of any amount
payable or benefit provided to the Executive under the terms of this Agreement
as a result of such taxes, except to the extent specifically set forth in
Section 3.4.
ARTICLE
IV
SUCCESSOR
TO CORPORATION
4.1 This
Agreement shall bind any successor of AEPSC or the Corporation, its assets
or
its businesses (whether direct or indirect, by purchase, merger, consolidation
or otherwise) in the same manner and to the same extent that AEPSC or the
Corporation would be obligated under this Agreement if no succession had
taken
place.
4.2 In
the
case of any transaction in which a successor would not by the foregoing
provision or by operation of law be bound by this Agreement, AEPSC and the
Corporation shall require such successor expressly and unconditionally to
assume
and agree to perform AEPSC’s and the Corporation’s obligations under this
Agreement, in the same manner and to the same extent that AEPSC and the
Corporation would be required to perform if no such succession had taken
place.
The term “Corporation,” as used in this Agreement, shall mean the Corporation as
hereinbefore defined and any successor or assignee to its business or assets
which by reason hereof becomes bound by this Agreement.
ARTICLE
V
MISCELLANEOUS
5.1 Any
notices and all other communications provided for herein shall be in writing
and
shall be deemed to have been duly given when delivered or mailed, by certified
or registered mail, return receipt requested, postage prepaid addressed to
AEPSC
at its principal office and to the Executive at the Executive’s residence or at
such other addresses as AEPSC or the Executive shall designate in
writing.
5.2 Except
to
the extent otherwise provided in Article II (Term of Agreement), no provision
of
this Agreement may be modified, waived or discharged except in writing
specifically referring to such provision and signed by either AEPSC or the
Executive against whom enforcement of such modification, waiver or discharge
is
sought. No waiver by either AEPSC or the Executive of the breach of any
condition or provision of this Agreement shall be deemed a waiver of any
other
condition or provision at the same or any other time.
5.3 The
validity, interpretation, construction and performance of this Agreement
shall
be governed by the laws of the State of Ohio.
5.4 The
invalidity or unenforceability of any provision 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.
5.5 This
Agreement does not constitute a contract of employment or impose on the
Executive, AEPSC or the Corporation any obligation to retain the Executive
as an
employee, to change the status of the Executive’s employment, or to change
AEPSC’s policies regarding the termination of employment.
5.6 If
the
Executive institutes any legal action in seeking to obtain or enforce or
is
required to defend in any legal action the validity or enforceability of,
any
right or benefit provided by this Agreement, AEPSC will pay for all actual
and
reasonable legal fees and expenses incurred (as incurred) by the Executive,
regardless of the outcome of such action; provided, however, that if such
action
instituted by the Executive is found by a court of competent jurisdiction
to be
frivolous, the Executive shall not be entitled to legal fees and expenses
and
shall be liable to AEPSC for amounts already paid for this purpose.
5.7 If
the
Executive makes a written request alleging a right to receive benefits under
this Agreement or alleging a right to receive an adjustment in benefits being
paid under the Agreement, AEPSC shall treat it as a claim for benefit. All
claims for benefit under the Agreement shall be sent to the Human Resources
Department of AEPSC and must be received within 30 days after the Executive’s
termination of employment. If AEPSC determines that the Executive who has
claimed a right to receive benefits, or different benefits, under the Agreement
is not entitled to receive all or any part of the benefits claimed, it will
inform the Executive in writing of its determination and the reasons therefor
in
terms calculated to be understood by the Executive. The notice will be sent
within 90 days of the claim unless AEPSC determines additional time, not
exceeding 90 days, is needed. The notice shall make specific reference to
the
pertinent Agreement provisions on which the denial is based, and describe
any
additional material or information, if any, necessary for the Executive to
perfect the claim and the reason any such additional material or information
is
necessary. Such notice shall, in addition, inform the Executive what procedure
the Executive should follow to take advantage of the review procedures set
forth
below in the event the Executive desires to contest the denial of the claim.
The
Executive may within 90 days thereafter submit in writing to AEPSC a notice
that
the Executive contests the denial of the claim by AEPSC and desires a further
review. AEPSC shall within 60 days thereafter review the claim and authorize
the
Executive to appear personally and review pertinent documents and submit
issues
and comments relating to the claim to the persons responsible for making
the
determination on behalf of AEPSC. AEPSC will render its final decision with
specific reasons therefor in writing and will transmit it to the Executive
within 60 days of the written request for review, unless AEPSC determines
additional time, not exceeding 60 days, is needed, and so notifies the
Executive. If AEPSC fails to respond to a claim filed in accordance with
the
foregoing within 60 days or any such extended period, AEPSC shall be deemed
to
have denied the claim.
AEPSC
has
caused this Change In Control Agreement to be signed on behalf of all
participating employers effective as of the 1st
day of
January, 2006.
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American
Electric Power Service Corporation
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By
___________________________________________
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Xxxxxxx
X. Xxxxxx
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Chairman,
President & CEO
|
