Exhibit 10.21
AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment"), effective as
of the 30th day of October, 1998, is entered into by and between The Brooklyn
Union Gas Company, a New York Corporation, KeySpan Energy Corporation, a
Delaware corporation, MarketSpan Corporation, a New York Corporation doing
business as KeySpan Energy, hereinafter referred to either by company name or
collectively as the "Company" and Xxxxx X. Xxxxxxxx, hereinafter referred to as
"Employee."
WHEREAS, Employee and The Brooklyn Union Gas Company entered into that
certain EMPLOYMENT AGREEMENT (the "Agreement") effective January 1, 1997,
expressly providing for the term employment of Employee by the Company in the
capacity of Senior Vice President, Strategic Planning & Corporate Development.
WHEREAS, Article III(d) of the Agreement provides that Employee shall not
be eligible to participate in The Brooklyn Union Senior Executive Change of
Control Severance Plan (the "BU Plan"), and Article V(a) of the Agreement
provides that, notwithstanding anything contained in the BU Plan, Employee shall
be entitled to specific benefits set forth in the Agreement; and
WHEREAS, on October 30, 1998, the Board of Directors of KeySpan Energy
adopted a KeySpan Energy Senior Executive Change of Control Severance Plan
("KeySpan Plan").
NOW THEREFORE, as additional incentive to Employee in consideration for
rendering services to the Company and in order to provide similar and
appropriate separation benefits to Employee as are currently provided to other
senior executives of the Company in similar positions, and for other good and
valuable consideration the receipt and sufficiency of which are hereby,
acknowledged by the Company, the undersigned hereby agrees as follows:
1. (a) Article III(d) of the Agreement and Article V(a) of the Agreement
are hereby amended to provide that Employee shall be entitled to the separation
benefits and all other benefits set forth in the KeySpan Plan.
(b) Employee and the Company acknowledge and agree that, in the
event of a change of control (as such term is defined in the KeySpan Plan),
Employee shall be entitled to all separation benefits in accordance with the
KeySpan Plan and that such benefits shall be in lieu of and not in addition to
the benefits set forth in Article V of the Agreement and that, notwithstanding
anything to the contrary in the Agreement, the change of control provisions,
provisions relating to Gross-Up Payments (as defined in the KeySpan Plan) and
all other provisions of the KeySpan Plan shall apply when inconsistent or not
addressed in the Agreement.
(c) In accordance with Section 3.1 of the KeySpan Plan, the Company
hereby agrees that Schedule I of the KeySpan Plan shall designate the Employee
as a Participant (as defined in the KeySpan Plan) and, for the purposes of the
KeySpan Plan, the Multiple (as defined in the KeySpan Plan) for Employee shall
be equal to the Multiple set forth on Schedule I of the Key Span
Plan for all senior executive officers of the Company.
2. This amendment is effective as of the date above indicated.
IN WITNESS WHEREOF, the execution hereof shall be effective as of the date
hereinabove indicated.
THE BROOKLYN UNION GAS COMPANY EMPLOYEE
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx X. PhillipsN
-------------------------- --------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxx
Title:Chairman & CEO
KEYSPAN ENERGY CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title:Chairman & CEO
KEYSPAN ENERGY CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title:Chairman & CEO
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