0001260349-09-000004 Sample Contracts

SOUTHERN STAR CENTRAL CORP. SOUTHERN STAR CENTRAL GAS PIPELINE, INC. Owensboro, Kentucky 42301
Southern Star Central Corp • March 17th, 2009 • Natural gas transmission • Kentucky

This letter (referred to herein as the “Amendment”) when signed by both of us, sets forth certain changes in a letter agreement dated August 1, 2005 (the "Original Agreement") between you (also referred to as the “Executive”) and Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”). It amends certain provisions in the Original Agreements specifically referenced herein, in order to reflect terms now required to avoid excise taxes and other adverse tax consequences under Section 409A Internal Revenue Code (the "Code"), and the Original Agreement, when combined with this Amendment, shall be construed, if and where ambiguous, in a fashion consistent with the requirements of that Code section.

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SOUTHERN STAR CENTRAL CORP. SOUTHERN STAR CENTRAL GAS PIPELINE, INC. Owensboro, Kentucky 42301
Southern Star Central Corp • March 17th, 2009 • Natural gas transmission • Kentucky

This letter (referred to herein as the “Amendment”) when signed by both of us, sets forth certain changes in a letter agreement dated August 1, 2005 (the "Original Agreement") between you (also referred to as the “Executive”) and Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”). It amends certain provisions in the Original Agreements specifically referenced herein, in order to reflect terms now required to avoid excise taxes and other adverse tax consequences under Section 409A Internal Revenue Code (the "Code"), and the Original Agreement, when combined with this Amendment, shall be construed, if and where ambiguous, in a fashion consistent with the requirements of that Code section.

SOUTHERN STAR CENTRAL CORP. SOUTHERN STAR CENTRAL GAS PIPELINE, INC. Owensboro, Kentucky 42301
Southern Star Central Corp • March 17th, 2009 • Natural gas transmission • Kentucky

This letter (referred to herein as the “Amendment”) when signed by both of us, sets forth certain changes in a letter agreement dated August 1, 2005 (the "Original Agreement") between you (also referred to as the “Executive”) and Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”). It amends certain provisions in the Original Agreements specifically referenced herein, in order to reflect terms now required to avoid excise taxes and other adverse tax consequences under Section 409A Internal Revenue Code (the "Code"), and the Original Agreement, when combined with this Amendment, shall be construed, if and where ambiguous, in a fashion consistent with the requirements of that Code section.

SOUTHERN STAR CENTRAL CORP. SOUTHERN STAR CENTRAL GAS PIPELINE, INC. Owensboro, Kentucky 42301
Southern Star Central Corp • March 17th, 2009 • Natural gas transmission • Kentucky

This letter (referred to herein as the “Amendment”) when signed by both of us, sets forth certain changes in a letter agreement dated August 1, 2005 (the "Original Agreement") between you (also referred to as the “Executive”) and Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”). It amends certain provisions in the Original Agreements specifically referenced herein, in order to reflect terms now required to avoid excise taxes and other adverse tax consequences under Section 409A Internal Revenue Code (the "Code"), and the Original Agreement, when combined with this Amendment, shall be construed, if and where ambiguous, in a fashion consistent with the requirements of that Code section.

SOUTHERN STAR CENTRAL CORP. SOUTHERN STAR CENTRAL GAS PIPELINE, INC. Owensboro, Kentucky 42301
Southern Star Central Corp • March 17th, 2009 • Natural gas transmission • Kentucky

This letter (referred to herein as the “Amendment”) when signed by both of us, sets forth certain changes in a letter agreement dated August 1, 2005 (the "Original Agreement") between you (also referred to as the “Executive”) and Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”). It amends certain provisions in the Original Agreements specifically referenced herein, in order to reflect terms now required to avoid excise taxes and other adverse tax consequences under Section 409A Internal Revenue Code (the "Code"), and the Original Agreement, when combined with this Amendment, shall be construed, if and where ambiguous, in a fashion consistent with the requirements of that Code section.

SOUTHERN STAR CENTRAL CORP. SOUTHERN STAR CENTRAL GAS PIPELINE, INC. Owensboro, Kentucky 42301
Southern Star Central Corp • March 17th, 2009 • Natural gas transmission • Kentucky

This letter (referred to herein as the “Amendment”) when signed by both of us, sets forth certain changes in a letter agreement dated August 1, 2005 (the "Original Agreement") between you (also referred to as the “Executive”) and Southern Star Central Gas Pipeline, Inc, (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”). It amends certain provisions in the Original Agreements specifically referenced herein, in order to reflect terms now required to avoid excise taxes and other adverse tax consequences under Section 409A Internal Revenue Code (the "Code"), and the Original Agreement, when combined with this Amendment, shall be construed, if and where ambiguous, in a fashion consistent with the requirements of that Code section.

SOUTHERN STAR CENTRAL CORP. SOUTHERN STAR CENTRAL GAS PIPELINE, INC. Owensboro, KY 42301
Trade Secret Agreement • March 17th, 2009 • Southern Star Central Corp • Natural gas transmission • Kentucky

This letter (referred to herein as the “Agreement”) when signed by both of us, amends and restates in their entirety, except as specifically stated in Paragraph 11, the terms and conditions upon which you, Jerry L. Morris (“you” or the “Executive”), will be employed by Southern Star Central Gas Pipeline, Inc. (“SSCGP”), a wholly owned subsidiary of Southern Star Central Corp. (the “Company”). It amends and restates a prior version hereof dated November 20, 2006 in order to reflect terms now required in order to avoid excise taxes and other adverse tax consequences under Section 409A Internal Revenue Code (the "Code"), and shall be construed, if and where ambiguous, in a fashion consistent with the requirements of that Code section.

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