Contract
Exhibit 10
(e)(iii)
SOUTH
JERSEY INDUSTRIES
SOUTH
JERSEY GAS COMPANY
SOUTH
JERSEY ENERGY COMPANY
Officer Employment
Agreement
THIS AGREEMENT made as of the first day
of January 2006, by and between South Jersey Industries, Inc. (“SJI”) and/or one
or more of its subsidiaries South Jersey Gas Company and South Jersey Energy
Company, all New Jersey corporations, having their principal offices at Number
One South Jersey Plaza, Route 54, Folsom, New Jersey (the “Companies”), and
___________________ (the “Officer”).
WITNESSETH:
WHEREAS, the Companies desire to assure
themselves of the continued employment of the Officer by the Companies and to
encourage his or her continued attention and dedication to the Companies in the
best interests of the Companies and SJI shareholders; and
WHEREAS, the Officer is presently
employed by the Companies as follows:
WHEREAS, the Officer desires to remain
and continue in the employ of the Companies on the terms hereinafter
provided;
NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein, the parties hereto agree as
follows:
Section 1.
Employment.
The Companies hereby agrees to continue
to employ the Officer in the positions in which he or she presently serves, and
the Officer hereby agrees to continue to serve in those positions, on the terms
and conditions set forth herein.
Section 2.
Term.
The term of this Agreement shall be for
a period of three (3) years beginning January 1, 2006 and ending on December 31,
2009 subject to earlier termination under sections 7 and 8.
Section 3. Duties and
Responsibilities.
The Officer shall serve in the
positions in which he or she presently serves and shall report only to the
President and/or Chief Executive Officer of SJG. The Officer shall
perform such duties and services as are customarily performed by him or her and
as are assigned to him or her by the President and/or Chief Executive Officer of
SJG.
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Section 4. Outside
Services.
The Officer agrees to devote
substantially all of his or her working time and efforts to the business and
affairs of the Companies and shall not, directly or indirectly, without the
written consent of the Chief Executive Officer of SJI, render any services to
any other person, firm or entity, or own, manage, operate, control or
participate in the management of any other person, firm or entity during the
term of this Agreement. However, the Officer is not prohibited or
prevented from acquiring or holding investments and securities listed on a
national or regional securities exchange or sold in an over-the-counter public
market, provided that the Officer is not part of any control group of such
corporation or entity. So long as it does not interfere with his or
her duties under this Agreement, the Officer shall have the right to serve as a
director of any other corporation upon the approval of the President and/or
Chief Executive Officer of SJI.
Section 5. Place of
Performance.
The Officer’s services during the term
of this Agreement shall be performed primarily in the corporate headquarters
building of the Companies at Number One South Jersey Plaza, Route 54, Folsom,
New Jersey. Without his or her prior consent, the Officer shall not
be required to move his or her place of permanent employment from this corporate
headquarters building, although the Officer may be required to undertake
reasonable domestic and international travel from time to time consistent with
his or her business travel obligations.
Section 6. Compensation and
Expenses.
6.1 Total Direct
Compensation.
During
the period of the Officer’s employment under this Agreement, the Companies shall
pay to the Officer a Base Salary of not less than $__________ per annum; a
performance based annual cash award targeted at __% of base salary; and a
long-term incentive plan targeted at __% of base salary, the three components
being defined as Total Direct Compensation. Base Salary shall be paid
in either twenty-four (24) or twenty-six (26) equal installments. The
amount of Total Direct Compensation shall be reviewed annually in accordance
with the normal business practices of the Companies.
6.2
Additional Benefits.
In
addition to Total Direct Compensation, the Companies shall pay for and the
Officer shall be entitled without limitation to participate in employee benefit
plans presently in effect or hereafter adopted by the Companies which are
applicable to employees generally. To the extent said benefits have
been modified or additional benefits provided, they are detailed in Exhibit A,
which is attached hereto and made a part hereof. If employer
contributions to any such plan (other than a defined benefit plan) for the
benefit of the Officer or his or her dependents or beneficiaries are reduced in
amount by any statute or regulation from the payments that
would otherwise be so made but for such statute or regulation, the amount
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that is
prohibited from being paid to such plan because of such statute or regulation,
increased if necessary as provided in the next sentence, shall be paid, at the
time it would have been paid to such plan except for such prohibition to the
Officer in a lump sum cash payment. Such amount shall be increased if
necessary so that, after federal and state income taxes on the amount as so
increased are taken into account, the net amount after such taxes, shall be paid
to the Officer.
6.3
Expenses.
In
addition to Total Direct Compensation and Additional Benefits, the Companies
shall pay for and the Officer shall be entitled to receive prompt reimbursement
for all reasonable expenses incurred by the Officer in performing services under
this Agreement, including all expenses of travel and living expenses while away
from home on business or at the request of and in the service of the Companies,
provided that such expenses are incurred and accounted for in accordance with
the policies and procedures presently or hereafter established by the
Companies.
6.4
Services Furnished.
The
Companies shall furnish the Officer with office space, administrative/clerical
assistance and such other facilities and services as shall be suitable to the
Officer’s position and adequate for the performance of his or her
duties.
Section 7. Reasons for
Termination.
7.1
Death.
This
Agreement shall terminate upon the Officer’s death, and he or she shall be
entitled to such death benefits to which he or she is otherwise entitled
presently or which may be hereafter established by the Companies.
7.2
Disability.
If the
Officer shall be determined to be disabled in accordance with the disability
policy or plan of the Companies, the Officer may be removed from positions
within the Companies in which he or she then may be serving. However,
the Officer shall not be terminated as an employee of the
Companies. The Officer shall be retained in such positions and given
such duties and responsibilities as are commensurate with his or her abilities
at the time. The Officer shall be entitled to such disability
benefits, including short term and long term, to which he or she is otherwise
entitled presently or which may be hereafter established by the
Companies. Until the Officer becomes entitled to such disability
benefits, he or she shall continue to be paid his or her Total Cash Compensation
in accordance with this Agreement. The determination of the
disability of the Officer shall be made by the Chief Executive Officer of the
Companies in the exercise of his discretion in accordance with procedures set
forth in the disability policies or plan.
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7.3
Retirement.
If the
Officer shall retire, he or she shall be entitled to such pension and other
benefits applicable to executive employees generally and him or her specifically
including, without limitation, those presently existing or hereafter established
by the Companies.
7.4
For Cause by the Companies.
The
Companies may terminate the Officer’s employment for Cause. For
purposes of this Agreement, the Companies shall have “Cause” to terminate the
Officer’s employment hereunder only for the following reasons: (1) the willful
and continued failure by the Officer to substantially perform his or her duties
hereunder other than any such failure resulting from the Officer’s incapacity
due to physical or mental illness or injury; (2) the conviction of the Officer
of a crime under state or federal law and the Companies’ Board of Directors or
one of its committees is unable to conclude in good faith (and in its sole
discretion) that the Officer had no reasonable cause to believe that the
activities of which he or she was convicted were unlawful and that such
conviction will not materially impair his or her ability to discharge his or her
duties; (3) the willful engaging by the Officer in misconduct which is
materially injurious to the Companies, monetarily or otherwise; or (4) the
continued inability of the Officer to perform his or her duties by reason of
alcoholism or drug abuse even after appropriate rehabilitation services have
been made available to him or her.
7.5
For Good Reason by the Officer.
The
Officer may terminate the Officer’s employment for Good Reason following a
Change of Control of the Companies at any time during the term of this
Agreement. For purposes of this Agreement, “Good Reason” shall mean any of the
following: (1) the assignment to the Officer by the Companies, without the
Officer’s express written approval, of duties inconsistent with the Officer’s
position, duties, responsibilities, titles, offices or status with the Companies
immediately prior to a Change of Control of the Companies, or any removal of the
Officer from or any failure to re-elect the Officer to any such positions; (2) a
reduction in the Officer’s Total Cash Compensation as in effect on the date
hereof or as the same is increased from time to time during the term of this
Agreement; (3) the failure to review and increase the Officer’s Total Cash
Compensation within twelve (12) months after the Officer’s last increase in
Total Cash Compensation by an amount which at least equals, on a percentage
basis, the average percentage increase Total Cash Compensation for all the
Companies’ Officers for that same period (excluding promotions); (4) the failure
to continue in effect any benefit plan or arrangement in which the Officer is
participating immediately prior to a Change of Control, or the taking of any
action by the Companies which would adversely affect the Officer’s participation
in and/or materially reduce the Officer’s benefits under any such benefit plan
or arrangement or which would deprive the Officer of any material fringe benefit
enjoyed by the Officer immediately prior to a Change of Control; (5) a
relocation of the Companies’ corporate headquarters to a location outside of
Folsom, New Jersey, or the Officer’s relocation to any place other than the
location at which the Officer performed the Officer’s duties except for required
travel by the Officer on the Companies’ business to an extent substantially consistent with the Officer’s business travel
obligations
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immediately
prior to a Change of Control; (6) any purported termination of the Officer’s
employment which is not effected pursuant to a Notice of
Termination.
For
purposes of this Agreement a “Change of Control” of the Companies shall mean any
of the following: (1) consummation of any pay or proposal for the merger,
liquidation, dissolution or acquisition of SJI or all or substantially all of
its assets; (2) election to the Board of Directors of SJI a new majority
different from the individuals who at the beginning of the term of this
Agreement constituted the entire Board of Directors of SJI, unless each such new
director stands for election as a management nominee and is elected by
shareholders immediately prior to the election of any such new majority; or (3)
the acquisition by any person of 20% or more of the stock of SJI having general
voting rights in the election of directors (for purposes of this clause (3), the
term “person” shall include two or more persons acting as a group for the
purpose of acquiring, holding or disposing of stock of SJI).
Section
8. Benefits upon Termination.
8.1 Termination by the Companies for Cause.
If the
Officer’s employment by the Companies shall be terminated for Cause (as defined
in Section 7.4), the Companies shall pay the Officer his or her Total Direct
Compensation through the Date of Termination at the rate in effect at the time
Notice of Termination is given and the Companies shall have no further salary
obligations to the Officer under this Agreement. The Officer shall be
entitled to such retirement benefits as he or she may otherwise be entitled to
on the Date of Termination. Effective as of the Date of Termination,
the Officer shall no longer be an employee of the Companies and shall no longer
be entitled to the privileges and benefits thereof.
8.2 Termination by the Officer
for Good Reason.
If the
Officer’s employment shall be terminated by the Officer for Good Reason
following a Change of Control (as defined in Section 7.5), the Companies shall
pay the Officer as severance pay an amount equal to 300% of a base amount
determined to be the average of the aggregate annual compensation paid to the
Officer during the five (5) calendar years preceding the Date of Termination and
subject to federal income taxes; provided that, if any lump-sum severance
payment, either alone or together with any other payment which the Officer has
the right to receive from the Companies, would constitute a “parachute payment”
as defined in Section 280G of the Internal Revenue Code of 1986, as amended,
such lump-sum payment shall be reduced to the largest amount as will result in
no portion of the lump-sum payment being subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended. The
Companies shall pay this lump-sum severance payment, in cash, on the Date of
Termination, provided that the Officer has executed a general release and waiver
of claims in a form of agreement prepared by the Companies.
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8.3 Termination by the Companies for Other than Cause.
If the
Companies terminate the Officer’s employment for other than Cause following a
Change of Control, the Officer shall be entitled to those benefits set forth in
paragraph 8.2 above. If the Companies terminates the Officer’s
employment for other than Cause without a Change of Control (as defined in
Section 7.5), which the Companies may do at any time in its sole discretion, the
Companies shall pay the Officer as severance pay an amount equal to 150% of the
Officers then current Base Salary, to be paid out in eighteen (18) equal monthly
installments. In addition, the Officer shall be entitled to such
retirement benefits as he may otherwise be entitled to on the Date of
Termination. However, for purposes of the Supplemental Executive
Retirement Plan (“SERP”) formula, the eighteen (18) month severance period shall
be included as service credit and the severance amount considered in the Final
Average Earnings (“FAE”) calculation. In no case will the inclusion
of this severance period produce a SERP benefit in excess of the maximum
percentage of FAE provided for in the SERP plan in effect on the Date of
Termination. The continuation of such payments and benefits shall be
the Officer’s sole and exclusive remedy and the Companies shall have no further
obligations or liability to the Officer or his survivors (except as otherwise
provided by this section) under this Agreement, and shall only be provided in
exchange for a fully executed general release and waiver of claims by the
Officer in a form of agreement prepared by the Companies.
Section 9. Procedure for
Termination.
9.1 Notice of Termination.
For the
purposes of this Agreement, a “Notice of Termination” shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Officer’s employment.
9.2 Date of Termination.
For the
purposes of this Agreement, the “Date of Termination” shall mean the date of the
Officer’s death; or thirty (30) days after Notice of Termination is given;
provided that if within ten (10) days after any Notice of Termination is given
the party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, the date of termination shall be
extended for an additional period not to exceed ten (10) days. During
the period between Notice of Termination and the Date of Termination the Officer
may request and shall be granted a hearing before the Board of Directors of the
Companies or such committee thereof as it may designate, at which time the Board
of Directors shall decide whether in its reasonable good faith opinion the
Officer was either disabled or discharged for Cause and specifying the
particulars thereof in detail.
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Section 00.Xx Obligation to Mitigate
Damages; No Effect on Other Contractual Rights.
10.1
The Officer shall not be required to mitigate damages or the amount of any
payment provided for under this Agreement by seeking other employment or
otherwise.
10.2
The amount of any payment provided to the Officer under this Agreement shall not
be reduced by any compensation earned by the Officer as the result of employment
by another employer after the Date of Termination.
10.3
The provisions of this Agreement, and any payment provided for hereunder, shall
not reduce any amounts otherwise payable, or in any way diminish the Officer’s
existing rights, or rights which would accrue solely as a result of the passage
of time under any plan of benefits provided to officers and managers of the
Companies.
Section
11. Confidential Information.
The
Officer will not, during or after the term of this Agreement, use for himself or
herself or others, or disclose to others, any formulae, trade secrets, customer
lists, know-how or other confidential information of or about the Companies or
any of its affiliates unless authorized in writing to do so by the
Companies. The Officer understands that this undertaking applies to
information of a technical or commercial or other nature and that any
information not made available to the general public is to be considered
confidential.
Section
12. Papers.
All
correspondence, memoranda, notes, records, reports, plans and other papers and
items received or made by the Officer in connection with his or her duties
hereunder shall be the property of the Companies, and the Officer shall not have
any property rights to such items when he or she is no longer an employee of the
Companies.
Section
13. Noncompetition.
13.1
The Officer acknowledges that, during the course of his employment hereunder, he
will have access to the Companies’ customer and business prospects, knowledge of
and experience in the techniques and methods the Companies used to do business
in its industries and other information and know-how which, even if not directly
disclosed to a competitor of the Companies, would give a competitor significant
and unfair advantages over the Companies if made available to it through the
Officer’s employment.
13.2
Accordingly, unless the Officer requests in writing and is thereafter authorized
in writing to do so by the Companies, the Officer will not, during the term of
this Agreement, or for a period of one (1) year thereafter, directly or
indirectly own, manage, operate, join, control or participate in the ownership,
management, operation or control of, or be employed by, any business
corporation, proprietorship, partnership or other entity which competes with or
is engaged in any alliance or joint venture with either of the
Companies.
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13.3
The undertakings in this Section 13: shall apply only to those areas where the
Companies engage or propose to engage in business or which the Companies, at the
termination of the Officer’s employment hereunder have defined as their market
territory, but shall not apply if the Company is or the Companies are, and after
thirty days’ written notice to the Companies thereof continue to be, in default
of its or their obligation to make any of the payments they are then required to
make to the Officer and the Officer is not in default in the performance of his
obligations. For the avoidance of doubt, it is agreed that Energy
Company’s business involves participation in electronic gas trading markets with
dealings with buyers, sellers and traders located throughout the United States,
and in which geographical location of traders and managers is
unimportant. Accordingly, it is agreed that the restrictions of this
Section 13 shall apply to Energy Company’s competitors located throughout the
northeast and mid-atlantic United States, and that such limitations are
reasonable in light of the kind of business transacted by Energy
Company.
13.4
If the provisions of this Section 13 should ever be adjudicated to exceed the
time, geographic or other limitations permitted by applicable law in any
jurisdiction, then such provisions shall be deemed reformed in such jurisdiction
to the maximum time, geographic or other limitations permitted by the law
applicable in that jurisdiction. In addition, the Officer hereby
authorizes the Company to bring the Officer’s obligations hereunder to the
attention of, and to provide a copy or description of pertinent Sections of this
Agreement to, any entity which the Company believes may offer or has offered
employment to the Officer.
Section
14. Renewal and Extension of Agreement.
The term of this Agreement shall be
automatically renewed and extended for a period of three (3) years from the date
of any Change of Control in order that the Officer obtains the full benefit of
all severance benefits in the event of termination of employment after any
Change of Control. This Agreement, either under its normal three (3) year term
or under the term resulting from a Change of Control, shall be considered for
renewal and extension by the Board of Directors of the Companies or such
committee thereof as it may designate at least six (6) months prior to the end
of its term. Action by the Board of Directors shall be required to
renew and extend this Agreement.
Section 15.
Enforcement.
The Officer acknowledges that in the
event of his or her breach or threat of breach of Sections 11, 12 or 13 of this
Agreement, the Companies’ remedies at law will be inadequate and, in such event,
the Companies will be entitled to appropriate injunctive and other equitable
relief in addition to its legal remedies.
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Section
16. Notices.
All notices and other communications
provided for herein that one party intends to give to the other party shall be
in writing and shall be considered given when mailed by certified mail, return
receipt requested, or personally delivered, either to the party or at the
address set forth below (or to such other address as a party shall designate by
notice hereunder):
South Jersey Industries,
Inc.
Attn: Chief Executive
Officer
Number One South Jersey Plaza – Xxxxx
00
Xxxxxx, Xxx Xxxxxx 00000
[Employee]
[Address]
Section
17. Amendments.
This Agreement shall inure to the
benefit of the Officer’s heirs and personal representatives and shall be binding
upon the successor of the Companies, including any entity with which the
Companies may be merged or consolidated or which may acquire all or
substantially all of the assets of the Companies. This Agreement
shall not be assignable, in whole or in part, by either party, without the
written consent of the other party.
Section 18. Binding Effect
and Non-Assignability.
This Agreement shall inure to the
benefit of the Officer’s heirs and personal representatives and shall be binding
upon the successor of the Companies, including any entity with which the
Companies may be merged or consolidated or which may acquire all or
substantially all of the assets of the Companies. This Agreement
shall not be assignable, in whole or in part, by either party, without the
written consent of the other party.
Section 19. Legal
Expenses.
In the event of a dispute in connection
with this Agreement, the parties shall each pay their own costs, except that in
the event of such a dispute after a Change of Control involving termination of
employment, or involving entitlement to compensation or benefits in the event of
termination of employment, the Companies shall pay the legal expenses of the
Officer.
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Section
20. Arbitration.
Any controversy or claim arising out of
or relating to this Agreement or the breach thereof shall be settled by
arbitration in the County of Atlantic, State of New Jersey, in accordance with
the rules then in effect of the American Arbitration Association, and judgment
upon the award rendered may be entered in any court having jurisdiction
thereof. In any such arbitration each party will choose one
arbitrator and those two arbitrators will choose a third. Each party
will pay the costs associated with its arbitrator and will divide equally the
cost associated with the third arbitrator. Notwithstanding anything
to the contrary in this Section 20, either party may commence in any court
having jurisdiction over the parties hereto any action to obtain injunctive
relief.
Section
21. Equitable Relief.
The Companies and the Officer confirm
that the restrictions contained in Section 11, 12 and 13 are, in view of the
nature of the business of the Companies, reasonable and necessary to protect the
legitimate interests of the Companies, and that any violation of any provision
of those Sections will result in irreparable injury to the
Companies. The Officer hereby agrees that, in the event of any breach
or threatened breach of the terms or conditions of the Agreement by the Officer,
the Companies’ remedies at law will be inadequate and, in any such event, any of
them shall be entitled to commence an action for preliminary and permanent
injunctive relief and other equitable relief in any court of competent
jurisdiction, notwithstanding any provision hereof relating to
arbitration. The Officer further irrevocably consents to the
jurisdiction of any state or federal court located in the State of New Jersey
over any suit, action or proceeding arising out of or relating to this Section
and hereby waives, to the fullest extent permitted by law, any objection that he
may now or hereafter have to such jurisdiction or to the laying of venue of any
such suit, action or proceeding brought in such a court and any claim that such
suit, action or proceeding has been brought in an inconvenient
forum. The Officer agrees that effective service of process may be
made upon him by mail under the notice provisions contained in Section
16. No party hereto shall be required to post a bond prior to the
commencement of any suit, action or proceeding relating to this
Section.
Section 22. Governing
Law.
This Agreement shall be governed by the
laws of the State of New Jersey.
Section
23. Entire Agreement.
This Agreement contains the entire
agreement between the parties relative to its subject matter, superseding all
prior agreements or understandings of the parties relating
thereto.
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Section
24. Waiver.
Any term or provision of this Agreement
may be waived in writing at any time by the party entitled to the benefit
thereof. The failure of either party at any time to require
performance of any provision of this Agreement which has not been waived in
writing shall not affect such party’s rights at a later time to enforce such
provision. No consent or wavier by either party to any default or to
any breach of a condition or term of this Agreement shall be deemed or construed
to be a consent or waiver to any other breach or default.
Section
25. Invalidity of Portion of Agreement.
If any provision of this Agreement or
the application thereof to either party shall be invalid or unenforceable to any
extent, the remainder of this Agreement shall not be affected thereby and shall
be enforceable to the fullest extent of the law.
Section
26. Benefits of the Agreement
This Agreement is for the benefit of
each of the Companies, and each of them as well as the Companies shall have
standing to enforce it as though it is a party hereto. Each reference
in this Agreement to an obligation by either of the Companies shall be a
reference to the obligation of the Company to cause the Companies to perform
such obligation. Each undertaking by either of the Companies in this
Agreement shall be the undertaking of the Company to cause the Companies to
perform such undertaking.
IN WITNESS WHEREOF, the parties hereto
have duly executed this Agreement effective as of the date first above
written.
FOR THE COMPANIES:
By:
Xxxxxx Xxxxxx,
Chief Executive Officer
By:
[Employee]
[Title]
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EXHIBIT
A
ADDITIONAL OR MODIFIED
OFFICER BENEFITS
The following benefits are provided to
the Officer who is party to this Officer Employment Agreement.
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1.
Disability Plan
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(a) temporary disability (sick pay), commences on the eighth (8th)
consecutive day of absence. Temporary disability shall be paid at a
rate of one hundred percent (100%) of the Officer’s Base Salary, and extends at
full pay for up to 120 days for Officers with less than five (5) years of
service, and up to 365 days for Officers with service of five (5) or more
years.
(b) long term disability (LTD), begins upon the expiration of the
temporary disability benefit as described above. LTD is paid at a
rate of fifty percent (50%) of the Officer’s Base Salary, reduced by Social
Security Disability payments, if any. LTD continues until the
Officer’s status changes as a result of retirement, rehabilitation, death,
voluntary resignation or reassignment as provided for in section
7.2. For the first two years of LTD, medical certification of the
ongoing disability against the Officer’s “own position(s)” is
required. Thereafter, medical certification shall consider “any
position”. At the discretion of the CEO, the Officer’s position may
be replaced following one year of his/her LTD.
2.
Group Life Insurance – at a principle equivalent to two times (2x) the Officer’s
Base Salary, rounded to the next highest $5,000 increment. The
insurance premium shall be paid by the Companies; the Officer shall be
responsible for resultant federal, state or local income taxes.
3.
24-Hour Accident Protection Coverage – while in the employ of the Company in an
amount of $250,000. The insurance premium shall be paid by the
Companies; the Officer shall be responsible for resultant federal, state or
local income taxes.
4.
Supplemental Survivor’s Benefit – upon the death of the Officer while he/she is
in the employ of the Company, his/her surviving beneficiary shall receive a lump
sum payment of $1,000 to be paid as soon as practical following the Officer’s
death. The surviving beneficiary shall also receive a lump sum death
benefit based upon years of service with the Company in the amounts of six (6)
months base salary (10-15 service years); nine (9) months base salary (15-25
service years); twelve (12) months base salary (25+ service
years). Such payment shall be offset by proceeds from the Officer’s
qualified pension plan and SERP in the year of death.
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5.
Supplemental Executive Retirement Plan (SERP) – the Officer achieving
eligibility under the SERP plan, shall be entitled to the pension benefits of
that plan in place on the effective date of the Officer Employment Agreement or,
in effect on the earlier of his/her termination or retirement date, whichever
provides the greater benefit in the opinion of the Officer.
6.
Company Automobile – the Officer shall be provided a company automobile to be
used for business and at the Officer’s discretion, for commuting and other
non-business purposes. The Companies shall provide for vehicle
registration, insurance coverage, repair, preventative maintenance and
fuel. The Officer shall be responsible for any federal and/or state
income taxes which result from non-business usage.
7.
Time Off – the Officer shall take such time off for vacation or personal needs
as may be accommodated while ensuring the duties and responsibilities of his/her
position are accommodated to the satisfaction of SJI’s CEO. It is
anticipated that such time off would not normally exceed twenty (20) days per
calendar year, exclusive of scheduled corporate holidays. Time off
shall not accrue, nor shall it be carried from one year to the next,
resultantly, there shall be no payment for “unused time off” at the time of the
Officer’s death, retirement or other such termination.
8.
Annual Physical Examination – the Companies shall provide the Officer with an
annual physical examination at its expense. The Officer shall be
responsible to schedule and undergo a reasonably comprehensive annual physical
examination by a physician of his/her choosing, between the months of June and
October. The attending physician shall provide to the Officer a
reasonably detailed oral or written report of his/her findings and
recommendations. Said report and recommendations shall neither be
requested nor provided to the Company, its other officer, employees or
agents. However, should the Officer be diagnosed with a condition
which in his or her judgment will (a) substantially effect his/her performance,
or (b) render him or her unable to continue as an Officer, or (c) likely result
in his or her death within a twelve month period of such diagnosis, the
Companies request that the Officer advise the CEO accordingly, so that proper
succession planning can be initiated.
9.
Severance Benefits – in the event the Officer terminates subject to section 8.2
or 8.3, the Companies shall provide out placement services to the Officer in an
amount not to exceed $15,000 or at the discretion of the CEO, up to
$20,000. The Officer shall provide the Companies with a proposal from
the consultant of the Officer’s choosing. Consultant invoices shall
be rendered directly to the Companies and payment shall be made up to the
approved amount, directly to the out placement firm. In the event the
Officer terminates by virtue of retirement, disability, for good reason by the
Officer or, by the companies for other than cause, the CEO of SJI may at his/her
discretion, transfer title to the companies car to the Officer (if the SJI CEO,
at the discretion of the SJI Board of Director’s Compensation & Pension
Committee). Subject to governing law and/or regulation, death
benefits and health benefits may continue at the Officer’s (or survivor’s)
request and expense and at the applicable individual, group or COBRA
premium/rates.
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10.Retiree
Health Care – in the event the Officer retires from the Companies pursuant to
section 7.3 during the Agreement’s term as defined in section 2, he/she shall
receive the same or substantially similar medical, hospitalization,
prescription, dental and major medical benefits as are provided, from time to
time to the senior officers of the Companies. Upon reaching age 65,
the Officer shall continue to receive such benefits as are provided to
Medicare-eligible retirees. However, during retirement, the Officer
shall continue to pay the same monthly/annual contribution toward
medical/hospitalization benefits as was in effect on the effective date
of his/her retirement. He/she will be subject to any and
all future changes to plan deductibles, co-payments, etc.
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