EXHIBIT 10.1x
CONTINUITY AGREEMENT
This Continuity Agreement ("Agreement") is entered into as of this 28th day
of August, 2000, by and between AGL RESOURCES INC. (the "Company") and Xxxxx X.
Rosput (the "Executive").
WHEREAS, Executive is presently employed by the Company or one of its
subsidiaries in a key management capacity; and
WHEREAS, the Company's Board of Directors desires to assure, and has
determined that it is appropriate and in the best interests of the Company and
its shareholders to reinforce and assure, the continued attention and dedication
of certain key executives of the Company and its subsidiaries to their duties of
employment without personal distraction or conflict of interest as a result of
the possibility or occurrence of a change in control of the Company; and
WHEREAS, the Company's Board of Directors has authorized the Company to
enter into continuity agreements with those key executives of the Company and
its subsidiaries designated by the Compensation Committee of the Company's Board
of Directors (the "Committee"); and
WHEREAS, the Executive is a key employee of the Company or one of its
subsidiaries and has been designated by the Committee as an executive to be
offered such a continuity agreement with the Company.
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements of the parties set forth in this Agreement, and of
other good and valuable consideration including, but not limited to, Executive's
continuing employment with the Company, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
SECTION 1
Definitions
1.1 "Announcement" shall mean a press release issued by the Company
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announcing the intention to engage in a transaction or event that is expected to
result in a Change in Control of the Company as defined hereunder.
1.2 "Board" shall mean the Board of Directors of the Company.
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1.3 "Cause" shall mean:
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(a) fraud, dishonesty or willful malfeasance by the Executive in
connection with the Executive's employment with the Company which results
in material harm to the Company;
(b) the Executive's continued failure to substantially perform the
duties and responsibilities of the Executive's position after written
notice from the Company setting forth the particulars of such failure and a
reasonable opportunity of not less than thirty (30) business days to cure
such failure;
(c) the Executive's willful and material breach of the provisions of
Section 6 of this Agreement; or
(d) the Executive's plea of guilty or nolo contendere to, or
conviction of, a felony.
1.4 "Change in Control" shall be deemed to have occurred when:
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(a) any "person" as defined in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and as used in
Section 13(d) and 14(d) thereof, including a "group" as defined in Section
13(d) of the Exchange Act but excluding the Company and any subsidiary and
any employee benefit plan sponsored or maintained by the Company or any
subsidiary (including any trustee of such plan acting as trustee), directly
or indirectly, becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), of securities of the Company representing 10% or
more of the combined voting power of the Company's then outstanding
securities (unless the event causing the 10% threshold to be crossed is an
acquisition of securities directly from the Company); or
(b) the shareholders of the Company shall approve any merger or other
business combination of the Company, the sale of 50% or more of the
Company's assets or any combination of the foregoing transactions (the
"Transactions"), other than a Transaction immediately following which the
shareholders of the Company and any trustee or fiduciary of any Company
employee benefit plan immediately prior to the Transaction own at least 80%
of the voting power, directly or indirectly, of (A) the surviving
corporation in any such merger or other business combination; (B) the
purchaser of the Company's assets; (C) both the surviving corporation and
the purchaser in the event of any combination of Transactions; or (D) the
parent company owning 100% of such surviving corporation, purchaser or both
the surviving corporation and the purchaser, as the case may be; or
(c) within any twenty-four month period, the persons who were
directors immediately before the beginning of such period (the "Incumbent
Directors") shall cease (for any reason other than death) to constitute at
least a majority of the Board or the board of directors of a successor to
the Company. For this purpose, any director who was not a director at the
beginning of such period shall be deemed to be an Incumbent Director if
such director was elected to the Board by, or on the recommendation of or
with the approval of, at least two-thirds of the directors who then
qualified as Incumbent Directors (so long as such director was not
nominated by a person who has entered into an agreement to effect a Change
in Control or expressed an interest to cause such a Change in Control).
1.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.
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1.6 "Company" shall mean AGL Resources Inc.
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1.7 "Consummation of a Change in Control Transaction" shall mean the
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earlier of the date on which a person first becomes the beneficial owner of the
requisite number of securities of the Company described in Section 1.4(a), the
date on which a transaction described in Section 1.4(b) is actually closed (not
the date on which the shareholders' approval is obtained), or the date on which
the Incumbent Directors cease to constitute a majority of the Board as described
in Section 1.4(c).
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1.8 "Disability" shall mean, for purposes of this Agreement, the
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Executive's absence from the full-time performance of the Executive's duties
pursuant to a determination made in accordance with the procedures established
by the Company in connection with the Company's long-term disability benefits
plan (as in effect as of the date of the Announcement) that the Executive is
disabled as a result of incapacity due to physical or mental illness.
1.9 "Effective Date" shall mean the date as of which this Agreement is
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executed, as first written above.
1.10 "Good Reason" shall mean the occurrence of one or more of the
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following without the Executive's express written consent:
(a) any material diminution in the Executive's position, duties or
responsibilities with the Company or any change which would constitute a
material adverse alteration in the Executive's duties, responsibilities or
other conditions of employment, from those in effect as of the earlier of
the date of the Announcement or the date of a Change in Control;
(b) any adverse change in the Executive's salary or incentive
compensation from the salary and incentive compensation in effect as of the
earlier of the date of the Announcement or the date of a Change in Control;
(c) any failure by the Company either to continue in effect, or to
provide in the aggregate reasonably similar retirement, savings, medical,
dental, accident, disability and life insurance plans or coverages and any
other similar benefits, policies or programs in which the Executive was a
participant as of the earlier of the date of the Announcement or the date
of a Change in Control (unless such failure or discontinuance of benefits
is applicable to all similarly-situated executives of the Company);
(d) any relocation of the Executive's employment to a location in
excess of 35 miles from the location at which the Executive was based as of
the earlier of the date of the Announcement or the date of a Change in
Control; or
(e) any failure of the Company to obtain from any successor to the
Company an agreement reasonably satisfactory to the Executive to assume and
perform this Agreement.
1.11 "Qualifying Termination" shall mean the occurrence of any one or more
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of the following events:
(a) the involuntary termination of Executive's employment by the
Company or its subsidiary, as applicable, without Cause; or
(b) Executive's termination of his or her employment with the Company
or its subsidiary, as applicable, for Good Reason.
A Qualifying Termination shall not include a termination of Executive's
employment by reason of the Executive's death, the Executive's Disability, the
Executive's voluntary termination of employment without Good Reason, or the
termination of the Executive's employment for Cause.
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SECTION 2
Term of Agreement
2.1 Term. This Agreement shall commence on the Effective Date and shall
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continue in effect for a period of three (3) years (the "Term").
2.2 Modification of Term. In the event that an Announcement or a Change
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in Control occurs during the Term, the term of this Agreement shall
automatically and irrevocably become a term ending on the later of the last day
of the Term or the second anniversary of the date of Consummation of a Change in
Control Transaction. This Agreement shall be assigned to, and shall be assumed
by, any successor to the Company upon Consummation of a Change in Control
Transaction. During the modified term pursuant to this section, this Agreement
shall not be terminated by the Company or its successor.
2.3 No Assurances. Executive acknowledges and agrees that (i) there is no
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assurance that, upon the expiration of the Term of this Agreement, this
Agreement will be renewed or extended, (ii) the Company has no obligation to
renew or extend this Agreement, and (iii) Executive has no right to any such
renewal or extension. Executive acknowledges and agrees further that in the
event the Company, in its sole discretion, elects to offer Executive a renewal
or extension of this Agreement or a new agreement following the expiration of
the Term of this Agreement, there can be no assurance as to the terms of any
such renewal, extension or new agreement, the Company has made no
representations to Executive with respect thereto and nothing contained in this
Agreement shall be relevant, or of any precedential value whatsoever, in
determining the terms of any renewal, extension or new agreement.
SECTION 3
Change in Control Benefits
3.1 Entitlement to Benefits. If, for any reason constituting a Qualifying
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Termination, the Executive's employment terminates during the period beginning
on the earlier of the date of an Announcement or the occurrence of a Change in
Control and ending on the second anniversary of the date of the Consummation of
a Change in Control Transaction, the Company shall provide to the Executive the
benefits described in Section 3.2 below.
3.2 Description of Change in Control Benefits. The Company shall pay and
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provide to Executive each of the following benefits, subject to Executive's
entitlement to such benefits pursuant to Section 3.1 hereof:
(a) Accrued Pay and Benefits. As soon as practical following a
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Qualifying Termination, but no later than 10 business days following such
Qualifying Termination, the Company shall provide the Executive with a lump
sum cash payment equal to Executive's earned but unpaid base salary, the
Executive's Earned and Unused Vacation Pay (as hereinafter defined),
unreimbursed business expenses and all other amounts earned by and owed to
Executive through and including the date of the Qualifying Termination. In
addition, Executive may continue to utilize any funds remaining in his or
her Executive Allowance Fund for the remainder of the calendar year in
which the Qualifying Termination occurs, for expenses permitted under the
Executive Allowance Fund. If the Executive is leasing an automobile
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through the Executive Allowance Fund on the date of the Qualifying
Termination, the Executive must continue the lease through the end of the
calendar year in which the Qualifying Termination occurs and then may
either assume responsibility for the payments on the lease or return the
automobile to the Company in which case the Company shall assume
responsibility for the lease. In the event any annual incentive payments
are paid to employees for the fiscal year in which the Qualifying
Termination occurs, at the time such payments are paid, the Company shall
provide the Executive with a lump sum cash payment equal to a prorata
portion of the Executive's incentive payment under the Company's annual
incentive program based on actual corporate and business unit performance
calculations for the applicable fiscal year and assuming target performance
of the Executive's individual performance objectives, with such proration
based on the portion of the fiscal year completed at the time of the
Qualifying Termination; provided, however, that if the Qualifying
Termination and the Consummation of a Change in Control Transaction occur
in the same fiscal year, then the Company shall provide the Executive with
a lump sum cash payment equal to a prorata portion of the Executive's
incentive payment under the Company's annual incentive program assuming
target performance of the corporate, business unit and individual
performance objectives, with such proration based on the portion of the
fiscal year completed at the time of the Qualifying Termination. Payments
made under this paragraph shall constitute full satisfaction to the
Executive for the accrued pay and benefits described in this paragraph.
For purposes of this paragraph, the term "Earned and Unused Vacation Pay"
shall mean the product of (i) the Executive's annual base salary in effect
on the date of the Qualifying Termination divided by 2080, and (ii) the
Executive's Earned and Unused Vacation (as hereinafter defined). The term
"Earned and Unused Vacation" shall mean the difference between (i) Earned
Vacation (as hereinafter defined) and (ii) the actual number of hours of
vacation taken by the Executive from January 1 of the calendar year in
which the Qualifying Termination occurs through and including the date of
the Qualifying Termination; provided that if the difference between (i) and
(ii) is a negative number, then Executive's Earned and Unused Vacation
shall be deemed to be zero. As used in this paragraph, the term "Earned
Vacation" means the product of (i) the aggregate number of hours of
vacation which Executive is entitled to take during the calendar year in
which the Qualifying Termination occurs, and (ii) the quotient obtained by
dividing (A) the number of calendar days from January 1 of the year in
which the Qualifying Termination occurs through and including the date of
the Qualifying Termination, by (B) 365.
(b) Severance Benefit. As soon as practicable following a Qualifying
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Termination, but no later than 10 business days following such Qualifying
Termination, the Company shall provide the Executive with a lump sum cash
payment equal to three (3) multiplied by the sum of (i) and (ii), where (i)
equals the greater of the Executive's annual rate of base salary in effect
upon the date of the Qualifying Termination, or the Executive's annual rate
of base salary in effect as of the date of the Announcement (which annual
base salary shall not include any amounts under the Company's Executive
Allowance Fund), and (ii) equals the greater of the Executive's target
payment under the Company's annual incentive program for the fiscal year in
which the date of the Qualifying Termination occurs, or the Executive's
target payment for the fiscal year in which the Announcement occurs.
(c) Welfare Benefits. The Company shall provide the Executive with
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continued medical, dental and life insurance coverage for the Executive and
the Executive's eligible dependents on the same basis (including premium)
as active employees as in effect as of the date of the Executive's
Qualifying Termination, until the earlier of (A) 36 months after the
Executive's
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Qualifying Termination, or (B) the commencement of comparable coverage with
a subsequent employer; provided, however, that such continued coverage
shall not count against any COBRA continuation coverage required by law.
(d) Retirement Plan. For purposes of computing the Executive's
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accrued benefit under the Company's Retirement Plan (which as of the date
of this Agreement consists of the Company's defined benefit plan and the
Company's related Excess Benefit Plan), the Company shall calculate
benefits based on the following:
(i) if the Executive is vested under the Retirement Plan as of
the date of the Qualifying Termination, then he or she shall
be deemed to have attained at least age 55 on the date of
the Qualifying Termination, and benefits shall be calculated
as though the Executive were age 55 or his or her actual age
at termination, whichever is greater, but payment of the
benefit shall not be payable prior to actual attainment of
age 55;
(ii) if the Executive has attained age 50 on or before the date
of the Qualifying Termination, he or she will be deemed
vested in his or her benefit as of the date of the
Qualifying Termination, and may, upon actual attainment of
age 55, begin receiving a retirement benefit based on actual
age and years of service at commencement of the payment of
the retirement benefit, without any terminated vested
penalty.
Payment of any additional retirement benefits resulting from the
deemed treatment under this paragraph shall be paid from the general
assets of the Company rather than the assets of the Retirement Plan.
Any additional retirement benefit resulting from the deemed treatment
under this section shall be payable in the same form as the
Executive's benefits from the Retirement Plan, if any; if no benefits
are payable to the Executive from the Retirement Plan, the Executive
may choose the form of payment of the benefits provided under this
paragraph from among lump sum payment or any one of the forms
available under the Retirement Plan. Benefits payable under this
section may not commence prior to the date on which the Executive
attains age 55.
(e) Retirement Savings Plus Plan and Nonqualified Savings Plan. The
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Company shall provide a cash lump sum payment to the Executive equal to the
amount, if any, of the Company's matching contributions forfeited from the
Executive's account in the Company's Retirement Savings Plus Plan and the
Company's Nonqualified Savings Plan due to his Qualifying Termination.
Payment of this amount shall be paid from the general assets of the
Company.
(f) Stock Options, Restricted Stock and Performance-Based Stock
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Awards. In the event of a Qualifying Termination after an Announcement but
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prior to the Consummation of a Change in Control Transaction, any
outstanding stock options, restricted stock awards, performance share
awards or performance unit awards of the Executive shall become vested
and/or exercisable in accordance with the terms of the plan under which
such grants and awards were made as if a change in control (as defined in
each applicable plan) had occurred immediately prior to the Qualifying
Termination. Upon the occurrence of a change in control (as defined in
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each applicable plan), all grants and awards shall be subject to the
provisions of the plan under which they were made. With regard to any
outstanding stock options, the Executive shall have a period of thirty (30)
days following the date of the Qualifying Termination in which to exercise
such options; provided, that if the plan under which such options were
granted provides a longer period of exercise for which the Executive would
be eligible, then such longer period shall be available to the Executive.
(g) Outplacement Benefits. If so requested by the Executive,
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outplacement services shall be provided by a professional outplacement
provider, in accordance with existing Company policy; provided, however,
that in no event shall such services be less than under Company policy in
effect as of the date of the Announcement; provided, further, that such
outplacement services shall be provided at a cost to the Company of not
more than 25% of the Executive's base salary in effect as of the date of
the Announcement.
SECTION 4
Excise Tax
4.1 Excise Tax. If the payments and benefits provided to the Executive
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under this Agreement or under any other agreement with, or plan of, the Company
constitute a "parachute payment" as defined in Code Section 280G, the Company
shall provide to Executive, in cash, an additional payment in an amount to cover
the full excise tax due under Code Section 4999, plus the Executive's state and
federal income and employment taxes on this additional payment (the "Gross-Up
Payment"). Any amount payable under this Section 4.1 shall be paid as soon as
possible following the date of the Executive's Qualifying Termination, but in no
event later than thirty (30) calendar days after such date.
All determinations required to be made under this Section 4.1, including
whether a Gross-Up Payment is required, the amount of such Gross-Up Payment and
the assumptions to be used in determining such payment, shall be made by the
accounting firm used by the Company at the time of such determination (the
"Accounting Firm"). The Accounting Firm shall provide detailed supporting
calculations both to the Company and to Executive within fifteen (15) business
days of the receipt of notice from the Company or Executive that there has been
a Qualifying Termination, or such earlier time as is requested by the Company.
In the event that the Accounting Firm is serving as accountant or auditor for
the individual, entity, or group effecting the Change in Control transaction,
the Executive may appoint another nationally recognized accounting firm to make
the determinations required hereunder (which accounting firm shall then be
referred to as the Accounting Firm hereunder). All fees and expenses of the
Accounting Firm shall be borne solely by the Company.
4.2 Subsequent Recalculation. In the event the Internal Revenue Service
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subsequently increases the excise tax computation described in Section 4.1, the
Company shall reimburse the Executive for the full amount necessary to make the
Executive whole on an after-tax basis (less any amounts received by the
Executive that the Executive would not have received had the computations
initially been computed as subsequently adjusted), including the value of any
underpaid excise tax, and any related interest and/or penalties due to the
Internal Revenue Service.
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SECTION 5
Successors and Assignment
5.1 Successors. The Company shall require any successor (whether pursuant
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to a Change in Control transaction, direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business of the
Company to expressly assume and agree to perform the Company's obligations under
this Agreement, in the same manner and to the same extent that the Company would
be required to perform them if no such succession had taken place. Failure of
the Company to obtain such assumption and agreement prior to the effectiveness
of any such succession shall constitute a material breach of the Agreement and
shall entitle the Executive to terminate the Executive's employment with Good
Reason immediately prior to or at any time after such succession.
5.2 Assignment by Executive. This Agreement shall inure to the benefit of
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and be enforceable by the Executive's executor and/or administrators, heirs,
devisees, and legatees. If the Executive should die while any amount would be
payable to Executive hereunder had the Executive continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the Executive's estate. Executive's rights hereunder
shall not otherwise be assignable.
SECTION 6
Confidentiality of Company Information; Nonsolicitation
Without the prior written consent of the Company, during the term of this
Agreement, and if Executive either experiences a Qualifying Termination or
voluntarily terminates employment without Good Reason, for a period of twenty-
four (24) calendar months thereafter, Executive agrees hereby not to, directly
or indirectly, disclose or use (except as may be required for the performance of
duties assigned by the Company) any trade secret or other confidential material
pertaining to the conduct of the Company's business. The Company's business, as
that term is used herein, includes, but is not limited to, the Company's
records, processes, methods, data, reports, information, documents, equipment,
training manuals, customer lists and business secrets. Executive further
agrees, that during the twenty-four (24) month period following a Qualifying
Termination, Executive shall not initiate contact with or attempt to recruit
employees of the Company or its subsidiaries for employment outside the Company.
Nothing herein, however, shall prevent Executive from responding to contacts
initiated by such employees.
SECTION 7
Miscellaneous
7.1 Contractual Rights to Benefits. This Agreement establishes in
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Executive a right to the benefits to which Executive is entitled hereunder.
However, except as expressly stated herein, nothing herein contained shall
require or be deemed to require, or prohibit or be deemed to prohibit, the
Company to segregate, earmark, or otherwise set aside any funds or other assets,
in trust or otherwise, to provide for any payments to be made or required
hereunder.
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7.2 Obligation Absolute; No Effect on Other Rights. The obligations of
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the Company to make the payments to the Executive, and to make the arrangements,
provided for herein shall be absolute and unconditional and shall not be reduced
by any circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company may have against the
Executive or a third party at any time. The provisions of this Agreement, and
any payment provided for herein, shall not supercede or in any way limit the
rights, benefits, duties or obligations which the Executive may have now or in
the future under any benefit, incentive or other plan or arrangement of the
Company or any other agreement with the Company.
7.3 Legal Fees and Expenses. In addition to all other amounts payable to
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the Executive under this Agreement, the Company shall pay or reimburse the
Executive for legal fees (including, without limitation, any and all court costs
and attorneys' fees and expenses), up to a maximum Company cost of $100,000,
incurred by the Executive in connection with or as a result of any claim, action
or proceeding brought by the Company or the Executive with respect to or arising
out of this Agreement or any provision hereof; unless, in the case of an action
brought by the Executive, it is determined by an arbitrator or by a court of
competent jurisdiction that such action was frivolous and not brought in good
faith.
7.4 Dispute Resolution. Notice of any dispute or controversy arising
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under this Agreement shall be provided in writing to the other party. If such
dispute is not resolved by mutual agreement of the parties within 60 calendar
days of the provision of such notice, Executive shall have the right and option
to elect (in lieu of litigation) to have any such dispute or controversy settled
by binding arbitration. Such arbitration shall be conducted before a panel of
three (3) arbitrators sitting in a location selected by Executive in the
metropolitan area nearest to, and in the same county as, the Executive's place
of residence, in accordance with the rules of the American Arbitration
Association then in effect. Executive's election to arbitrate, as herein
provided, and the decision of the arbitrators in that proceeding, shall be
binding on the Company and Executive. The Company may elect to have a dispute
or controversy settled by binding arbitration only if such dispute or
controversy arises under Section 6 of this Agreement.
7.5 Notices. Any notice required to be delivered to the Company or the
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Committee by Executive hereunder shall be properly delivered to the Company when
personally delivered to, or received through the U.S. mail, postage prepaid, by:
AGL Resources Inc.
Attn: Senior Vice President and General Counsel
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000
Any notice required to be delivered to Executive by the Company or the
Committee hereunder shall be properly delivered to Executive when personally
delivered to, or actually received through the U.S. mail, postage prepaid, by
Executive.
7.6 Amendment. No provision of this Agreement may be amended, altered,
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modified, waived or discharged unless such amendment, alteration, modification,
waiver or discharge is agreed to in a writing signed by both the Executive and
such officer of the Company as is specifically designated by the Committee or
the Board. No waiver by either party, at any time, of any breach by the other
party of, or of compliance by the other party with, any condition or provision
of this Agreement to be
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performed or complied with by such other party shall be deemed a waiver of any
similar or dissimilar provision or condition of this Agreement or any other
breach or failure to comply with the same condition or provision at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement.
7.7 Employment Status. Nothing herein contained shall be deemed to create
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an employment agreement between the Company and Executive providing for the
employment of Executive by the Company for any fixed period of time. Subject to
the terms of any other agreement between the Company and the Executive, if any,
Executive's employment with the Company is terminable at will by the Company or
Executive and each shall have the right to terminate Executive's employment with
the Company at any time, with or without Cause, subject to the Company's
obligation to provide any benefits required hereunder. In no event shall
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to Executive under any of the provisions of
this Agreement, nor, except as specifically provided hereunder, shall the amount
of any payment hereunder be reduced by any compensation earned by Executive as a
result of employment by another employer.
7.8 Entire Agreement. This Agreement represents the entire agreement
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between the parties with respect to the subject matter hereof, and supersedes
all prior discussions, negotiations, and agreements concerning the subject
matter hereof, including, but not limited to, any prior severance agreement made
between Executive and the Company.
7.9 Tax Withholding. The Company shall withhold from any amounts payable
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under this Agreement all federal, state, city, payroll or other taxes legally
required to be withheld.
7.10 Severability. In the event any provision of the Agreement shall be
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held illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Agreement, and the Agreement shall be
construed and enforced as if the illegal or invalid provision had not been
included.
7.11 Applicable Law. To the extent not preempted by the laws of the United
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States, the law of the State of Georgia shall be the controlling law in all
matters relating to this Agreement.
7.12 Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be an original and all of which shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and Executive have executed this Agreement,
to be effective as of the day and year first written above.
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COMPANY:
AGL RESOURCES INC.
By:/s/ D. Xxxxxxx Xxxxxx
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D. Xxxxxxx Xxxxxx
Chairman, Nominating and Compensation
Committee of the Board of Directors
EXECUTIVE:
/s/ Xxxxx X. Rosput
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Xxxxx X. Rosput
[THIS DOCUMENT HAS BEEN EXECUTED IN DUPLICATE.]
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