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EXHIBIT 10.20
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into this ____
day of December, 1998, by and between TEXAS EASTERN PRODUCTS PIPELINE COMPANY,
("TEPPCO") a Delaware corporation with its principal executive offices in
Houston, Texas and __________________("Executive").
WHEREAS, Executive is now and for a number of years has been in the
employ of TEPPCO and TEPPCO desires to continue the employment of Executive and
to receive the benefit of the Executive's knowledge, experience, reputation and
contacts, and
WHEREAS, the parties desire that this Agreement set forth the terms and
conditions of Executive's employment by TEPPCO and that it represents the entire
agreement of the parties with respect to that subject;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Employment. TEPPCO hereby employs Executive, and Executive
hereby accepts to continue such employment, upon the terms and conditions set
forth herein.
2. Position and Duties.
(a) Position. At all times during the term of employment
under this Agreement, Executive shall hold a position
of responsibility and importance with the functions,
duties and responsibility of _________ of TEPPCO. It
is expressly understood that nothing in the
immediately foregoing sentence shall preclude the
Chief Executive Officer of TEPPCO
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("CEO") from making such organizational and reporting
changes as well as promotions as the CEO may in good
xxxxx xxxx desirable for the good of TEPPCO.
(b) Duties. Executive's duties shall include, in addition
to those enumerated in the charter and bylaws of
TEPPCO, managing such functions or segments of
TEPPCO's business as may be directed from
time-to-time by the CEO. Executive acknowledges and
agrees that whatever his duties hereunder may be he
owes TEPPCO a duty of loyalty, fidelity and
allegiance to act at all times in the best interests
of TEPPCO and to do no act that would injure TEPPCO's
reputation.
(c) Performance. Throughout the period of employment
Executive shall devote his full time and undivided
attention during normal business hours to the
business and affairs of TEPPCO, except for reasonable
vacation periods and except for periods of illness or
incapacity. Executive may reasonably participate as a
member in community, civic or similar organizations
and may pursue personal investments that do not
interfere with the normal business activities of
TEPPCO or TEPPCO Partners, L.P. ("Partnership").
(d) Loyal and Conscientious Performance. Executive shall
act at all times in compliance with the policies,
rules and decisions adopted from time-to-time by
TEPPCO and perform all duties and obligations
required of him by this Agreement in a loyal and
conscientious manner.
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(e) Location. Executive's office shall be located in
Houston, Texas, or such other place as CEO shall
designate.
(f) Authority. Executive shall be vested with all
authority reasonably necessary to carry out his
duties and responsibilities as set forth in this
Section 2.
3. Term of Employment. The term of employment pursuant to this
Agreement shall commence on December 1, 1998 and shall continue until terminated
as hereinafter provided..
4. Base Compensation. Executive's base annual salary is $______.
This base compensation will be payable in equal installments as specified by the
policies of TEPPCO and subject to applicable state and federal income tax and
social security tax withholding requirements. Executive's base annual salary
shall be subject to increases by the Compensation Committee of the Board of
Directors of TEPPCO ("Compensation Committee"), which shall review the
Executive's salary and total compensation periodically.
5. Bonus. Executive shall be eligible to participate in the
annual bonus program for employees of TEPPCO. Such bonus shall be determined
under the terms of the Management Incentive Compensation Plan, Long Term
Incentive Compensation Plan, and any other bonus or compensation plan (whether
in effect on the date of this Agreement or thereafter) which shall be approved
by the Compensation Committee in January of each year.
6. Executive Benefits. Executive shall participate in all
benefit plans that are available to officers of TEPPCO. The availability and
terms of such benefit plans are set by the Compensation Committee and subject to
change from time-to-time. There is no assurance that the benefit plans will not
be changed or eliminated. Executive shall also be eligible to participate
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in the Duke Energy Executive Cash Balance, Executive Savings Plans and any other
similar or dissimilar plans if such plans are made available to the officers of
TEPPCO.
7. Confidentiality. Executive shall not, at any time, use
(other than in the ordinary course of fulfilling his duties as an employee of
TEPPCO), divulge or otherwise disclose, either directly or indirectly, any
confidential or proprietary information (including without limitation any
customer or prospect list, supplier list, acquisition or merger targets,
business plans or strategies, data, records, or financial information)
concerning the business, policies or operations of TEPPCO, Partnership or their
affiliates, which Executive may have learned on or prior to the date hereof or
during the term of Executive's employment by TEPPCO (as employee, consultant,
shareholder, officer, controlling person, agent or otherwise) and which
information is not generally known to the public. Executive's obligations under
this Section 7 shall survive any termination of his employment.
8. Termination.
(a) Notwithstanding anything to the contrary contained
herein, Executive may terminate his employment at any
time by resigning, and Executive's employment may be
terminated by TEPPCO at any time as follows:
(i) due to the death of Executive;
(ii) due to a disability which prevents Executive
from performing the essential functions of
his full duties for a period of ninety (90)
consecutive business days at anytime during
the term of this Agreement;
(iii) for cause, which shall mean (w) the willful
and continued failure by Executive to
substantially perform his duties with TEPPCO
or
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the Partnership or their affiliates (other
than any such failure resulting from his
incapacity due to physical or mental
illness) after demand for substantial
performance is delivered to him by the CEO
which specifically identifies the manner in
which the CEO believes the Executive has not
substantially performed his duties, (x) the
willful engaging by the Executive in gross
misconduct materially and demonstrably
injurious to the property or business of
TEPPCO, Partnership or any of their
affiliates, (y) the willful material
violation of Section 7, or (z) fraud,
misappropriation or commission of felony.
For purposes of this subsection, no act or
failure to act on the Executive's part will
be considered "willful" unless done or
omitted to be done, by him not in good faith
and without reasonable belief that his
action or omission was in the best interest
of the TEPPCO or the Partnership or not
opposed to the interests of TEPPCO or the
Partnership.
(iv) for any reason other than death, disability
or for cause.
(b) In the event of Executive's resignation or early
termination pursuant to subsections 8(a)(i), (ii), or
(iii) directly above, Executive shall be entitled
only to his base salary earned through the date of
termination. Executive's rights to any bonus shall be
forfeited, but the termination shall not affect any
rights of Executive that have become vested under any
employee benefit plan or arrangement. In the event
that TEPPCO terminates Executive pursuant to
subsection 8(a)(iv) above, Executive shall be
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entitled to his base salary earned through the date
of termination plus a severance payment calculated in
accordance with the provisions of Section 9(a)
hereof.
(c) This Agreement does not create any obligation on the
part of TEPPCO or Executive for continued employment
for a fixed period of time and in that regard,
Executive shall be an employee-at-will whose
employment can be terminated at any time for any
reason by TEPPCO or Executive. If TEPPCO decides to
terminate Executive, TEPPCO will cooperate with
Executive in determining when and how to announce
such termination. Executive shall not receive any
compensation for any period of time post-termination,
except for the severance benefits provided in Section
9 hereof.
9. Severance Payment.
(a) In the event that within twelve (12) months following
a change in control as set forth in Section 9(b),
Executive's employment shall be involuntarily
terminated or Executive shall have a reduction in
responsibility, he shall be entitled to a lump sum
severance payment equal to two (2) times his base
annual salary plus two (2) times target bonus. For
the purposes of this Section 9(a), target bonus will
be the dollar amount approved under the MICP at the
most recent January meeting of the Compensation
Committee.
(b) For the purposes of this Section 9, a "change in
control" shall be deemed to have occurred if:
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(i) any person becomes the beneficial owner,
directly or indirectly, of securities of
Partnership representing 66 2/3% or more of
the Partnership's then outstanding units of
limited partnership interests (the "Units");
or
(ii) any person becomes the beneficial owner,
directly or indirectly, of 50% or more of
the Units and TEPPCO delivers notice of
withdrawal or is otherwise removed as the
general partner of the Partnership; or
(iii) the merger or consolidation of Partnership
with one or more corporations, business
trusts, common law trusts or unincorporated
businesses, including, without limitation, a
general partnership or limited partnership,
pursuant to a written agreement of merger or
consolidation in accordance with Article 16
of the Second Amended and Restated Agreement
of Limited Partnership of TEPPCO Partners,
L.P., dated November 30, 1998, as may from
time-to-time be amended and TEPPCO delivers
notice of withdrawal or is otherwise removed
as the general partner of the Partnership;
or
(iv) any person is or becomes the beneficial
owner, directly or indirectly, of securities
of TEPPCO representing more than 50% of the
combined voting power of TEPPCO's then
outstanding voting securities; or
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(v) all or substantially all of the assets and
business of TEPPCO, Partnership or TE
Products Pipeline Company, Limited
Partnership ("Operating Partnership") are
sold, transferred or assigned to, or
otherwise acquired by, any other person or
persons; or
(vi) the dissolution or liquidation of
Partnership, Operating Partnership, or
TEPPCO; or
(vii) adoption by the Board of Directors of TEPPCO
of a resolution to the effect that any
person has acquired effective control of the
business and affairs of TEPPCO, Partnership,
or Operating Partnership.
(c) The term "beneficial owner" shall have the meaning
set forth in Section 13(d) of the Securities Exchange
Act of 1934, as amended and in the regulations
promulgated thereunder. The term "person" shall mean
an individual, corporation, partnership, trust,
unincorporated organization, association or other
entity provided that the term "person" shall not
include (i) Duke Energy Corporation ("Duke"), (ii)
any affiliate of Duke, or (iii) any employee benefit
plan maintained by Duke or any affiliate of Duke. The
term "affiliate" or "affiliated" as used in this
Agreement shall mean when used with respect to a
specified person or entity, any other person or
entity directly or indirectly controlled by,
controlling, or under direct or indirect common
control with the specified person or entity. For the
purpose of this Section 9, "control" or "controlled"
when used with respect to any specified person or
entity means the power to direct the
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management and policies of that person or entity
whether through the ownership of voting securities,
membership interest or by contract.
10. Notice. Any notice to be given hereunder by either party
to the other party may be effectuated either by personal delivery in writing or
by mail, registered or certified, postage prepaid, with return receipt
requested. Mailed notices shall be addressed to the parties at the following
addresses:
If to TEPPCO:
Xx. Xxxxxxx X. Xxxxxxx
President & CEO
Texas Eastern Products Pipeline Company
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
If to Executive:
Mr.
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11. Waiver of Breach. The waiver by any party to a breach of
any provision in this Agreement cannot operate or be construed as a waiver of
any subsequent breach by a party.
12. Severability. The invalidity or unenforceability of any
particular provision in this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if the invalid
or unenforceable provision were omitted.
13. Entire Agreement. Except as otherwise provided herein,
this Agreement contains the entire understanding of the parties as to the
employment of Executive, superseding all prior understandings and agreements,
and no modifications or amendments of the terms and conditions herein shall be
effective unless in writing and signed by the parties or their respective duly
authorized agents.
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14. Governing Law. This Agreement shall be interpreted,
construed and governed according to the laws of the State of Texas, without
reference to conflicts of law principles thereof.
15. Dispute Resolution. In the event any dispute arises
concerning the provisions of this Agreement or Executive's employment with
TEPPCO, the parties agree that such dispute shall be resolved in accordance with
the Employment Dispute Resolution procedures of the American Arbitration
Association and that any arbitration pursuant to such procedures shall be held
in Houston, Texas.
16. Consent to Jurisdiction. Employee hereby consents to the
nonexclusive jurisdiction of any state court within Houston, Texas or any
federal court located within the same city for any proceeding instituted
hereunder or arising out of or in connection with this Agreement.
17. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their permitted
successors, assigns, legal representatives and heirs, but neither this Agreement
nor any rights hereunder shall be assignable by Executive.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
TEXAS EASTERN PRODUCTS PIPELINE COMPANY
By:
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President and Chief Executive Officer
EXECUTIVE
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