Exhibit 10.1
Second Amendment to Employment Agreement
Second Amendment, dated June 26, 2002 to the Employment Agreement dated
September 10, 1998 between KeySpan Corporation d/b/a KeySpan Energy, a New York
corporation (the "Company") and Xxxxxx X. Xxxxxx (the "Executive").
WITNESSETH THAT
WHEREAS, the Company and the Executive entered into that certain Employment
Agreement dated as of September 10, 1998 with an Amendment dated February 24,
2000 (the "Employment Agreement"), pursuant to which the Company provided for
the employment of the Executive and the Executive agreed to be employed by the
Company, under the terms and conditions therein stated; and
WHEREAS, the Executive has built a strong and effective management team
which will enable the Company to continue to grow in the short term and to
successfully transition and prepare the executive team for future challenges to
maximize shareholder value; and
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement;
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
1. Section 1 of the Employment Agreement is hereby revised to become 1a. and
is further amended to extend the end of the Employment Period from July 31,
2003 to July 31, 2005.
2 Section 1b. is hereby added to state as follows: In the event that KeySpan
enters into a definitive agreement relative to a transaction which
constitutes a Change of Control as such term is defined in the KeySpan
Energy Senior Executive Change of Control Severance Plan during the term of
this Agreement and the consummation of such transaction occurs subsequent
to July 31, 2005, Executive's Employment Period will be extended until a
period thirty (30) days after the consummation of such Change of Control
transaction.
3. Section 3(a) of the Employment Agreement is amended to restate Executive's
annual base salary as $938,000.00 in place of $700,000.00.
4 Section 3(b) of the Employment Agreement is deleted in its entirety and the
following is inserted in its place:
During the Employment Period, the Executive shall participate in short
term incentive compensation plans ("Annual Incentive Compensation")
and/or long term incentive compensation plans ("Long -Term Incentive
Compensation") providing him with an opportunity to earn on a year-
by-year basis short term compensation with an annual incentive target
incentive opportunity of no less than 80% and long term compensation
with a target opportunity of not less than 180%.
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5. Section 3e. is added as follows: If during the term of the Agreement, a
Change of Control occurs, Executive shall be granted a Special Incentive
Award in an amount payable at the discretion of the Board upon the
successful completion of such transaction by the Company.
6. Paragraph (ii)A of Section 5(a) of the Employment Agreement is hereby
amended to delete the following clause: "or if longer and if the Date of
Termination is after a Change of Control, the third anniversary of the Date
of Xxxxxxxxxxx"
0. Xxxxxxxxx (xx)X of Section 5(a) of the Employment Agreement is hereby
deleted in its entirety.
8. The second sentence of Paragraph 1b. of Appendix A to the Employment
Agreement is amended to add the following clause after the word,
"deferrals" and before the word "Long", " other than voluntary deferrals
pursuant to the Officers Deferred Stock Unit Plan of KeySpan Corporation."
9. The Parties agree that in all other respects, the Employment Agreement is
ratified and confirmed.
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IN WITNESS WHEREOF, the Executive has executed this Agreement and, pursuant
to authorization of its Board of Directors, the Company has caused this
Agreement to be executed in its name and on its behalf, all as of the day and
year first above written.
/s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
KEYSPAN CORPORATION
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