Exhibit (b)(14)
June 30, 1997
Xx. Xxxxxxx Xxxxxxx
0000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Dear Xxxxxxx:
This letter represents the full and complete terms of the agreement between
Xxxxxxx Xxxxxxx and Illinois Power (Company) regarding your retirement from the
Company.
1. You will remain an active employee of the Company, at your present monthly
rate of $16,000, through July 31, 1997. During this period you will
continue to report to Xxxx Xxxx and will be assigned projects as
appropriate.
2. You agree to make yourself available to perform consulting services for the
Company during the period August 1, 1997 through December 31, 1997 as may
be requested by the Company from time to time. The Company will give you
advance notice when consulting services are required and agrees that such
consulting services will not require more than 60 hours of your time in any
month and will not exceed 300 hours in total. In consideration of the
consulting services to be provided under this paragraph 2 and the other
covenants contained in this Agreement, within 15 days after July 31, 1997,
the Company will pay you a lump sum payment of $80,000. This payment will
not be treated as compensation for purposes of any retirement or other
benefit plan maintained by the Company.
3. On August 1, 1997 your status will change from active to retired.
4. You and your spouse are entitled to active employee medical in retirement.
5. Based on your age at retirement, life insurance of $112,000 per year will
be provided.
6. Long Term Incentives are divided into two components: SVA Award and Stock
Options.
SVA Award: Performance permitting, you will receive your previously
earned SVA Award(s) on the regular payout cycle based on previously
established goals.
Stock Options: Unvested options will continue to vest in accordance
with our preestablished schedule. Vested options must be exercised
before your fifth anniversary after retirement.
7. Executive Incentive Compensation: Vested awards and deferred compensation
will be distributed according to your previous declarations.
8. Executive tax assistance and financial planning are available to you as a
retiring officer for the reminder of 1997 and calendar years 1998 and 1999,
not to exceed $2500 per year.
9. Outplacement assistance of up to $1000 will be reimbursed for expenses you
incur prior to August 1, 1998.
10. In the event the NRC determines individual enforcement is appropriate for
events that occurred on June 2, 1997, Illinois Power will provide
appropriate legal representation to aid you in defense of NRC enforcement
actions.
11. Your company vehicle must be returned to the Headquarter's parking garage
by August 1, 1997.
12. You must make the proper arrangements for out processing according to
Clinton Power Station Procedure.
13. The total monthly benefit you are entitled to with a August 1, 1997
retirement date is $3594.16 consisting of $2900.05 from the Qualified Plan
and $694.11 from the Supplemental Retirement Income Plan (Plan).
Additionally, by special Amendment to the Plan, an additional supplemental
monthly payment of $765.58 will be paid through the Plan. A contingent
annuity options available for your qualified benefit. The amount payable to
you through the Plan is only paid while you are living.
14. You understand and agree that the benefits provided under this Agreement
exceed those to which you would otherwise be entitled and Illinois Power
shall not be obligated to pay you any additional compensation or to provide
any additional benefits to you except as provided in this Agreement or as
required by law.
15. In consideration of the foregoing, you, on behalf of yourself, your
heirs, agents, successors, representatives and assigns, hereby release
Illinois Power, its past, present and future officers, directors,,
employees, agents and representatives and their successors and
assigns, from any and all claims of whatever sort which you had or now
have against each or any one of them relating in any way to or arising
out of your employment with Illinois Power or the severance thereof,
including, but not limited to, any claims of age discrimination under
the Age Discrimination in Employment Act or other statute,
constructive discharge, wrongful termination, or any other claims
under any federal, state or local statute, ordinance or common law.
Nothing in this paragraph shall be construed to release any claims or
waive any right to sue arising out of violations of this Agreement or
acts subsequent to the date of this Agreement. You are advised to
consult with your attorney prior to signing this Agreement.
Illinois Power, on behalf of itself and its past, present and future
officers, directors, employees, agents and representatives hereby
releases you from any and all claims of whatever sort which they had
or now have against you relating in any way to or arising out of your
employment with Illinois Power. Nothing in this paragraph shall be
construed to release any claims or waive any right to sue arising out
of violations of this Agreement or acts subsequent to the date of this
Agreement.
You agree that, except as required by law, you will not use or
disclose any non-public information about the company, and that you
will promptly return all materials containing confidential material
about the Company which still may be in your possession. You also
agree to cooperate with the company in any third party lawsuits or
other claims involving the Company, to the extent that the claims
relate to your work for the Company, and the Company will provide you
with reasonable compensation for the time you spend in connection with
such cooperation.
If you concur with the terms of this Agreement, please sign and date in the
appropriate place below.
Sincerely,
/s/Xxxxx X. Xxxx
Xxxxx X. Xxxx
Accepted and agreed to this
30 day of June, 1997
/s/Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
