Exhibit 10-X
PERFORMANCE UNITS AGREEMENT UNDER
THE 1990 STOCK PLAN FOR EMPLOYEES OF
GPU, INC.
AND SUBSIDIARIES
(1999 AGREEMENT)
AGREEMENT made as of ------------------------------, by and between GPU, Inc.
(the "Corporation") and ----------------------------- (the "Recipient"):
WHEREAS, the Corporation maintains the 1990 Stock Plan for Employees of GPU,
Inc. and Subsidiaries (the "Plan") under which the Personnel, Compensation and
Nominating Committee of the Corporation's Board of Directors (the "Committee")
may, among other things, award units ("Performance Units") representing rights
to acquire shares of the Corporation's Common Stock, $2.50 par value ("Common
Stock") to such employees of the Corporation and its subsidiaries as the
Committee may determine, subject to such terms, conditions or restrictions as it
may deem appropriate;
WHEREAS, pursuant to the Plan, the Committee has granted to the Recipient an
award of Performance Units subject to the terms and conditions set forth in this
Agreement; and
WHEREAS, the Plan requires that an award of Performance Units be evidenced by a
written agreement between the Corporation and the Recipient that contains such
restrictions, terms and conditions as the Committee may require;
NOW, THEREFORE, the parties hereto agree as follows:
1. AWARD OF PERFORMANCE UNITS; NATURE OF RIGHTS
(a) In accordance with the provisions of the Plan, the
Committee awarded to the Recipient on ----------------- (the
"Award Date") ---------- Performance Units. Each unit so
awarded, and each additional Performance Unit credited to the
Recipient pursuant to Section 2 (the Performance Units so
awarded and the additional Performance Units so credited are
hereinafter referred to collectively as the Recipient's
"Units"), shall entitle the Recipient, upon the vesting of
such units as provided in Section 3 hereof, to receive one
share of Common Stock, or a cash payment in lieu of such
share, subject to the terms, conditions, and restrictions set
forth herein.
(b) Prior to the issuance, as provided in Section 4 hereof, of
shares of Common Stock with respect to the Recipient's Units,
or with respect to the Recipient's "Deferred Vested Units" as
defined in Section 4(f)(ii) hereof, the Recipient shall not be
entitled to any of the rights of a stockholder of the
Corporation by reason of such Units or Deferred Vested Units.
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(c) Notwithstanding anything in this Agreement to the
contrary, the Recipient shall have the status of a
mere unsecured creditor of the Corporation with
respect to his or her right to receive any payment
hereunder; and this Agreement shall constitute a mere
promise by the Corporation to make payments in the
future in accordance with the terms hereof. It is the
intention of the parties hereto that the arrangements
set forth in this Agreement be treated as unfunded
for tax purposes and, if it should be determined that
Title I of ERISA is applicable to such arrangements,
for purposes of Title I of ERISA.
2. ADDITIONAL PERFORMANCE UNITS
(a) As of each date prior to the Vesting Date (as defined in
Section 3(a) below) on which a dividend is paid on the Common
Stock ("Dividend Payment Date"), there shall be credited to
the Recipient hereunder a number of additional Performance
Units determined by multiplying (i) the aggregate number of
Units standing to the Recipient's credit immediately prior to
such Dividend Payment Date, by (ii) the quotient resulting
from dividing (A) the per share amount of the dividend so paid
by (B) the price per share used for the reinvestment of
dividends paid on such Dividend Payment Date under the
provisions of the Corporation's Dividend Reinvestment and
Stock Purchase Plan.
(b) Any additional Performance Units credited to the Recipient
pursuant to this Section 2 shall be subject to the same terms,
conditions and restrictions as are applicable with respect to
the Recipient's initially awarded Performance Units.
3. ADJUSTMENT AND VESTING OF UNITS
(a) For purposes of this Agreement, the Recipient's "Vesting
Date" shall mean the earliest to occur of the following dates:
(i) the fifth anniversary of the Award Date;
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(ii) the date as of which the Recipient's employment
with the Corporation or any subsidiary terminates
as a result of the Recipient's death; or
(iii) an "Acceleration Date," as defined in the Plan.
(b) As of the Recipient's Vesting Date, the aggregate number
of Units then standing to the Recipient's credit shall be
adjusted in accordance with the following provisions:
(i) The aggregate number of the Recipient's Units
shall be adjusted by multiplying such aggregate
number by the Performance Percentage determined
pursuant to the following table:
If the Corporation's TSR The Performance
Percentile Ranking is in the: Percentage shall be:
---------------------------- -------------------
90th percentile - or above 200%
85th to 89th 175
80th to 84th 160
75th to 79th 145
70th to 74th 130
65th to 69th 120
60th to 64th 110
55th to 59th 100
50th to 54th 90
45th to 49th 75
40th to 44th 50
below 40th 0
For purposes of the foregoing, the Corporation's TSR
Percentile Ranking shall be determined by (A)
ascertaining, for each company (including the
Corporation) included in the Standard & Poor's
Electric Utility Companies Index (the "Index") on the
last day of the Performance Period (as defined
below), such company's average quarterly total
shareholder return ("TSR") for all calendar quarters
in the Performance Period, as reported in the Index;
(B) ascertaining the number of such companies whose
average quarterly TSR for the Performance Period is
lower than the Corporation's; and (C) dividing such
number by the total number of companies included in
the Index
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on such last day. The "Performance Period" shall mean
the period from January 1, 1998 through December 31,
2002.
(ii) Notwithstanding the foregoing, (A) if the
Recipient's Vesting Date occurs by reason of the
Recipient's death prior to the first day of the
calendar year which includes the fifth anniversary of
the Award Date, the Recipient's Units shall not be
adjusted in the manner described in subparagraph (i)
above; and (B) if the Recipient's Vesting Date occurs
by reason of an Acceleration Date occurring prior to
such first day, the adjustment with respect to the
Recipient's Units required under subparagraph (i)
above shall be made using as the applicable
Performance Percentage 100% or, if greater, the
Performance Percentage that would apply under the
table set forth in subparagraph (i) above if the
Performance Period had ended on December 31 of the
calendar year immediately preceding such Acceleration
Date.
(iii) If the Recipient's employment with the
Corporation or any subsidiary terminates prior to the
fifth anniversary of the Award Date as a result of
the Recipient's death, Eligible Retirement or Total
Disability, the number of Units standing to the
Recipient's credit as of the Recipient's Vesting Date
(after taking into account any adjustment required
under subparagraph (i) above) shall be adjusted (or
further adjusted) by multiplying such number of Units
by the Recipient's Service Percentage. The
Recipient's "Service Percentage" shall mean the
percentage determined by dividing by 60 the number of
months in the period beginning on the Award Date and
ending on the date of such termination of the
Recipient's employment; and for this purpose, any
fraction of a month included in such period shall be
treated as a full month. This subparagraph (iii)
shall not apply if the Recipient's Vesting Date
occurs by reason of the occurrence of an Acceleration
Date.
(c) As of the Recipient's Vesting Date, all Units then
standing to the Recipient's credit (after taking
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into account any adjustments required under subparagraphs (i),
(ii) and (iii) of paragraph (b) above) shall become vested. If
the number of Units standing to the Recipient's credit
immediately prior to any adjustments made pursuant to
subparagraphs (i), (ii) and (iii) of paragraph (b) above
exceed the number of Units standing to the Recipient's credit
after giving effect to such adjustments, all of the
Recipient's rights with respect to such excess number of Units
shall be forfeited as of the Vesting Date. If the Recipient's
employment with the Corporation or any subsidiary should
terminate before the Recipient's Vesting Date for any reason
other than as a result of the Recipient's Eligible Retirement
or Total Disability, all of the Recipient's rights with
respect to any Units credited to the Recipient hereunder shall
be forfeited as of the date of such termination.
(d) For purposes of this Agreement, (i) the term "subsidiary"
shall have the same meaning as in paragraph 4(a) of the Plan
and (ii) the transfer of a Recipient's employment from one
subsidiary to another shall not be treated as a termination of
the Recipient's employment.
4. PAYMENT FOR VESTED UNITS
(a) Upon the Vesting Date, the Recipient shall become entitled
to receive payment with respect to the Units which have become
vested on such date (such Units are hereafter referred to as
the Recipient's "Vested Units"). Payment shall be made as soon
as practicable after the Vesting Date, in the manner
hereinafter set forth in this Section 4.
(b) Except as otherwise provided in paragraph (c) below,
payment with respect to the Recipient's Vested Units shall be
made by the issuance to the Recipient of shares of Common
Stock. Except as otherwise provided in paragraph (d) (ii)
below, one share of Common Stock shall be issued for each of
the Recipient's Vested Units. The Recipient shall own any
shares of Common Stock so issued (or issued with respect to
the Recipient's Deferred Vested Units) free and clear of any
restrictions and shall be free to hold or dispose of such
shares at will, subject,
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however, to any restrictions that may be imposed by law.
(c) The Committee, in its sole discretion, may determine that
payment with respect to any or all of the Recipient's Vested
Units shall be made in cash instead of in shares of Common
Stock, and payment with respect to any fractional part of a
Vested Unit shall be made in cash. Except as otherwise
provided in paragraph (d) (i) below, the amount of the cash
payment to be made with respect to any Vested Unit shall be
equal to (and the amount of the cash payment to be made with
respect to any fractional part of a Vested Unit shall be based
upon) the per share closing price of one share of Common Stock
as reported on the New York Stock Exchange Composite Tape for
the Vesting Date, or if there are no sales of Common Stock on
such date, for the next preceding day on which there were
sales of Common Stock.
(d) Upon the occurrence of an Acceleration Date, the amount
payable with respect to the Recipient's Vested Units
(including any Units that became vested prior to such date but
for which payment hereunder has not been made as of such date,
but not including any Deferred Vested Units as defined in
Section 4(f)(ii) hereof standing to the Recipient's credit on
such date except as otherwise provided in Section 4(g)(iv)
hereof) shall be determined as follows:
(i) To the extent that the payment for any of the
Recipient's Vested Units is to be made in cash, the
amount of cash to be paid for such Vested Units shall
be equal to the product of (A) the number of such
Vested Units, multiplied by (B) the highest closing
price per share of the Common Stock, as reported on
the New York Stock Exchange Composite Tape, occurring
during the 90-day period preceding and the 90-day
period following the Acceleration Date (the
"Multiplication Factor").
(ii) To the extent that payment for any of the
Recipient's Vested Units is to be made in shares of
Common Stock, the number of shares of Common Stock to
be issued with respect to such Vested Units shall be
determined by dividing (A) the
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product of (y) the number of such Vested Units
multiplied by (z) the Multiplication Factor, by (B)
the per share closing price of the Common Stock as
reported on the New York Stock Exchange Composite
Tape for the day preceding the payment date, or if
there are no sales of Common Stock on such date, for
the next preceding day on which there were sales of
Common Stock.
(e) If the Recipient has died prior to the date on which any
payment is to be made hereunder with respect to the
Recipient's Vested Units or Deferred Vested Units, the payment
otherwise required to be made to the Recipient shall be made
to the Recipient's beneficiary or estate, as the case may be.
(f) Subject to the provisions of paragraph (g) below but
notwithstanding any other provisions of this Section 4 to the
contrary, payment with respect to part or all of the
Recipient's Vested Units shall be deferred, and shall be made
at the time and in the manner hereinafter set forth, if the
Recipient so elects in accordance with the following
provisions:
(i) An election by the Recipient hereunder shall be
made in writing, on a form furnished to the Recipient
for such purpose by the Committee. The form shall be
filed with the Committee at least one year prior to
the Vesting Date.
(ii) In the Recipient's election form, the Recipient
shall specify the number of Vested Units payment with
respect to which the Recipient wishes to defer (the
number of Vested Units payment with respect to which
is deferred pursuant to the Recipient's election
hereunder, and the number of additional units
credited to the Recipient pursuant to subparagraph
(vi) below are hereinafter collectively referred to
as the Recipient's "Deferred Vested Units"); the date
on which payment with respect to the Recipient's
Deferred Vested Units shall be made or commence (the
"Payment Commencement Date") in accordance with
subparagraph (iii) below; and the method by which
payment with respect to the Recipient's Deferred
Vested Units shall be made (the "Payment
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Method") in accordance with subparagraph (iv) below.
(iii) The Recipient may select, as the Payment
Commencement Date, the first business day of any of
the following: (A) the third calendar year following
the calendar year in which the Vesting Date occurs,
or any later calendar year; (B) the earlier of (x)
any calendar year which the Recipient is permitted to
select under clause (A), or (y) the calendar year
following the later of the Vesting Date or the date
of the termination of the Recipient's employment with
the Corporation or any subsidiary or the Recipient's
Total Disability; or (C) the calendar year following
the later of the Vesting Date or the date of the
termination of the Recipient's employment with the
Corporation or any subsidiary or the Recipient's
Total Disability, or any later calendar year.
(iv) The Recipient may select, as the Payment Method,
either (A) a single lump sum payment, or (B) payment
in annual installments, over a period of at least
five years, or such greater number of years as the
Recipient specifies in the Recipient's election form.
With each such annual installment, payment shall be
made with respect to a number of the Recipient's
Deferred Vested Units equal to the quotient resulting
from dividing (C) the total number of Deferred Vested
Units standing to the Recipient's credit hereunder on
the applicable payment date, by (D) the number of
installment payments remaining to be made on such
date. Immediately after each annual installment
payment has been made, the number of Deferred Vested
Units standing to the Recipient's credit hereunder
shall be reduced by the number of Deferred Vested
Units with respect to which such payment was made.
(v) Any election made hereunder by the Recipient
shall be irrevocable.
(vi) Until payment has been made with respect to all
of the Recipient's Deferred Vested Units
(including those credited to the Recipient under
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this subparagraph), there shall be credited to the
Recipient hereunder, as of each Dividend Payment
Date, a number of additional Deferred Vested Units
determined by multiplying (A) the number of Deferred
Vested Units (including any additional Deferred
Vested Units previously credited to the Recipient
under this subparagraph) standing to the Recipient's
credit hereunder on the day immediately preceding
such Dividend Payment Date, by (B) the quotient
referred to in Section 2(a)(ii) hereof.
(vii) Payment with respect to the Recipient's
Deferred Vested Units shall be made in cash, or in
shares of Common Stock, or in any combination of cash
or such shares, as the Committee shall determine in
its sole discretion. To the extent that payment with
respect to any of the Recipient's Deferred Vested
Units is to be made in shares of Common Stock, one
share of Common Stock shall be issued for each such
Deferred Vested Unit. The amount of the cash payment
to be made with respect to any Deferred Vested Units
shall be equal to (and with respect to any fractional
part of a Deferred Vested Unit, shall be based upon)
the per share closing price of one share of Common
Stock as reported on the New York Stock Exchange
Composite Tape for the last business day immediately
preceding the date on which such cash payment is to
be made.
(viii) A deferral election otherwise permitted to be
made hereunder shall be subject to the following
limitations:
(A) If the Recipient's Vesting Date should
occur within one year following the date on
which the Recipient's election form is filed
with the Committee, or if the Vesting Date
occurs more than one year from such date but
occurs as a result of the occurrence of an
Acceleration Date, the Recipient's deferral
election shall not be given effect, and
payment with respect to the Recipient's
Vested Units shall be made in accordance
with the other applicable provisions of this
Section 4.
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(B) No deferral election shall be effective
hereunder if at any time during the 12-month
period ending on the Vesting Date, the
Recipient received a hardship withdrawal
under Section 7.2(e) of the GPU Companies
Employee Savings Plan for Nonbargaining
Employees.
(C) No amount may be deferred with respect
to the Recipient's Vested Units pursuant to
the Recipient's deferral election hereunder
to the extent that any tax is required to be
withheld with respect to such amount
pursuant to applicable federal, state or
local law.
(ix) Notwithstanding any other provision in this
paragraph (f) to the contrary, to the extent the
Committee in its sole discretion so determines,
payment with respect to any part or all of the
Recipient's Deferred Vested Units may be made to the
Recipient or to the Recipient's beneficiary or
estate, on any date earlier than the date on which
such payment is to be made pursuant to the
Recipient's election hereunder, in the following
circumstances: (A) in the event of the Recipient's
death prior to the Payment Commencement Date
specified in the Recipient's election hereunder; (B)
in the event the Recipient becomes entitled to
receive payments under the Long-Term Disability Plan
or Employee Pension Plan of any GPU Company as a
result of incurring a Total Disability; and (C) in
the event the Recipient requests such early payment
and the Committee, in its sole discretion, determines
that such early payment is necessary to help the
Recipient meet some severe financial need arising
from circumstances which were beyond the Recipient's
control and which were not foreseen by the Recipient
at the time of the Recipient's election hereunder.
(g) Notwithstanding any provision in paragraph (f) above to
the contrary or any other election made by the Recipient under
paragraph (f), the Recipient may make a special election under
this paragraph (g) regarding payment with respect to his or
her Deferred
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Vested Units in the event a "Change in Control", as defined in
the Plan, should occur.
(i) The Recipient may elect under this subparagraph
(i) to have payment with respect to all of his or her
Deferred Vested Units made in the form of a single
lump sum payment upon the occurrence of a Change in
Control prior to the Recipient's termination of
employment. Such payment shall be made as soon as
practicable after the date on which such Change in
Control occurs.
(ii) The Recipient may elect under this subparagraph
(ii) to have payment with respect to all of his or
her Deferred Vested Units made in the form of a
single lump sum payment in the event of the
Recipient's termination of employment for any reason
within the two-year period following a Change in
Control. Such payment shall be made by no later than
30 days after the date of the Participant's
termination of employment.
(iii) Under this subparagraph (iii) a Recipient may
elect, in the event a Change in Control occurs after
the Participant's termination of employment but
before all payments with respect to his or her
Deferred Vested Units have been made pursuant to the
Participant's election under Section 4(f), to have
payment with respect to all of the Deferred Vested
Units that are still standing to the Recipient's
credit hereunder at the time of such Change in
Control made in the form of a single lump sum
payment. Such payment shall be made as soon as
practicable after the date on which such Change of
Control occurs. (iv) Payment with respect to the
Recipient's Deferred Vested Units pursuant to an
election made by the Recipient under subparagraph
(i), (ii) or (iii) above shall be made in the manner
provided in Section 4(f)(vii); provided, however,
that if payment is to be made pursuant to the
Recipient's election under subparagraph (i) or
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(iii), the second and third sentences of Section
4(f)(vii) shall not apply, and the amount of cash
payable and/or the number of shares of Common Stock
to be issued with respect to the Recipient's Deferred
Vested Units shall be determined in accordance with
the provisions of Section 4(d)(i) and (ii).
(v) An election under subparagraph (i) shall be
effective only if it is made at least one year prior
to the Change in Control referred to in subparagraph
(i). An election under subparagraph (ii) shall be
effective only if it is made either (A) at least
twenty-four (24) months prior to the Recipient's
termination of employment, or (B) if such termination
of employment constitutes an "Involuntary
Termination", as defined in subparagraph (vi) below,
at least one year prior to the Change in Control
referred to in subparagraph (ii). An election under
subparagraph (iii) shall be effective only if it is
made prior to the Recipient's termination of
employment and at least one year prior to the
occurrence of the Change in Control referred to in
subparagraph (iii). Any special election made under
subparagraphs (i), (ii) or (iii) may be revoked, and
a new special election may be made thereunder, at any
time; provided, however, that any such revocation or
new election shall be effective only if it is made
within the applicable election period specified
herein. Any special election, or revocation of a
special election, that may be made under
subparagraphs (i), (ii) or (iii) shall be made in the
manner set forth in the first sentence of Section
4(f)(i). Any special election made by the Recipient
under subparagraph (i), (ii) or (iii) shall be
effective only if, at the date as of which payment is
to be made pursuant to such election, there is in
effect for the Recipient a special election under the
comparable provision of each other Performance Units
Agreement and Restricted Units Agreement between the
Recipient and GPU, Inc. in effect on such date.
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(vi) For purposes of this paragraph (g), "Involuntary
Termination" shall mean the termination of
Recipient's employment (A) as a result of the
Recipient's death, (B) by the Corporation or any
subsidiary, for any reason, or (C) by the Recipient
for "Good Reason". For purposes of the foregoing,
"Good Reason" shall mean the occurrence after a
Change in Control of any of the following events or
conditions:
(1) change in the Recipient's status, title,
position or responsibilities (including
reporting responsibilities) which, in the
Recipient's reasonable judgment, represents
an adverse change from his or her status,
title, position or responsibilities as in
effect immediately prior thereto; the
assignment to the Recipient of any duties or
responsibilities which, in the Recipient's
reasonable judgment, are inconsistent with
his or her status, title, position or
responsibilities; or any removal of the
Recipient from or failure to reappoint or
reelect him or her to any of such offices or
positions, other than in connection with the
termination of his or her employment for
disability, for cause, or by the Recipient
other than for Good Reason;
(2) a reduction in the rate of the
Recipient's annual base salary;
(3) the relocation of the offices at which
the Recipient is principally employed to a
location more than twenty-five (25) miles
from the location of such offices
immediately prior to such relocation, or the
Recipient being required to be based
anywhere other than at such offices, except
to the extent the Recipient was not
previously assigned to a principal place of
duty and except for required travel on
business of the Corporation or any
subsidiary to an extent substantially
consistent with the Recipient's previous
business travel obligations;
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(4) the failure by the Corporation or any
subsidiary to pay to the Recipient any
amount of the Recipient's current
compensation, or any amount payable under
this Agreement, within seven (7) days of the
date on which payment of such amount is due;
or
(5) the failure by the Corporation or any
subsidiary (x) to continue in effect
(without reduction in benefit level, and/or
reward opportunities) any material
compensation or employee benefit plan in
which the Recipient was participating
immediately prior to such failure by the
Corporation or any subsidiary unless a
substitute or replacement plan has been
implemented which provides substantially
identical compensation or benefits to the
Recipient or (y) to continue to provide the
Recipient with compensation and benefits, in
the aggregate, at least equal (in terms of
benefit levels and/or reward opportunities)
to those provided for under all other
compensation or employee benefit plans,
programs and practices in which the
Recipient was participating immediately
prior to such failure by the Corporation or
any subsidiary.
Any event or condition described in clauses (1) through (5)
above which occurs (A) within twelve (12) months prior to a
Change in Control or (B) prior to a Change in Control but
which you reasonably demonstrate (x) was at the request of a
third party who has indicated an intention or taken steps
reasonably calculated to effect a Change in Control and who
effectuates a Change in Control or (y) otherwise arose in
connection with, or in anticipation of a Change in Control
which has been threatened or proposed, shall constitute Good
Reason for purposes of this Agreement notwithstanding that it
occurred prior to a Change in Control.
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5. WITHHOLDING TAXES
In connection with the issuance of any Common Stock or the
making of any cash payment in accordance with the provisions
of this Agreement, the Corporation shall withhold the taxes
then required by applicable federal, state and local law to be
so withheld. In lieu thereof, the Corporation may require the
Recipient (or, in the event of the Recipient's death, the
Recipient's beneficiary or estate) to pay to the Corporation
an amount equal to the amount of taxes so required to be
withheld. Such payment to the Corporation shall be made in
cash, in shares of Common Stock with a market value equal to
such withholding obligation, or in any combination thereof, as
determined by the Committee.
6. ADMINISTRATION
(a) The Committee shall have full authority and sole
discretion (subject only to the express provisions of the
Plan) to decide all matters relating to the administration and
interpretation of the Plan and this Agreement. All such
Committee determinations shall be final, conclusive, and
binding upon the Corporation, the Recipient, the Recipient's
estate and any and all other interested parties.
Notwithstanding the foregoing, any determination made by the
Committee after the occurrence of a "Change in Control" (as
defined in the Plan) shall be subject to judicial review under
a "de novo" rather than a deferential standard.
(b) This Agreement shall be subject to the terms of the Plan,
and in the case of any inconsistency between the Plan and
this Agreement, the provisions of the Plan shall govern.
The Recipient hereby acknowledges receipt of the Corporation's
Prospectus which includes the text of the Plan.
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7. NONASSIGNABILITY
The Recipient's rights to payments under this Agreement shall
not be subject in any manner to anticipation, alienation,
sale, transfer (other than transfer by will or by the laws of
descent and distribution), assignment, pledge, encumbrance,
attachment or garnishment by the Recipient's creditors or the
creditors of the Recipient's spouse or any other beneficiary.
8. RIGHT TO CONTINUED EMPLOYMENT
Nothing in the Plan or this Agreement shall confer on the
Recipient any right to continue as an employee of the
Corporation or any subsidiary or in any way affect the
Corporation or any subsidiary's right to terminate the
Recipient's employment at any time.
9. FORCE AND EFFECT
The various provisions of this Agreement are severable in
their entirety. Any determination of invalidity or
unenforceability of any one provision shall have no effect on
the continuing force and effect of the remaining provisions.
10. PREVAILING LAWS
This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania applicable to contracts made, and
to be enforced, within the Commonwealth of Pennsylvania.
11. SUCCESSORS
This Agreement shall be binding upon and inure to the benefit
of the successors, assigns and heirs of the respective
parties.
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12. NOTICE
Any notice to the Corporation hereunder shall be in writing
addressed to:
Executive Vice President, Corporate Affairs
GPU Service, Inc.
310 Madison Avenue
Morristown, New Jersey 07962-1957
Any notice to the Recipient hereunder shall be in writing
addressed to:
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or such other address as the Recipient shall specify to the
Corporation in writing.
13. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the
parties and shall not be modified or amended except in writing
and duly signed by each of the parties hereto. No waiver by
either party of any default under this agreement shall be
deemed a waiver of any later default set forth above.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date set forth above.
GPU, INC.
By:__________________________________
Fred D. Hafer
Chairman, President and Chief
Executive Officer
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