Exhibit 10-N
Mr. J. R. Leva
Page 1
November 1, 1996
November 1, 1996
CONFIDENTIAL
Mr. J.R. Leva
2 Ryan Court
Chester, New Jersey 07930
Dear Jim:
The purpose of this letter is to amend and restate the
letter agreement dated February 22, 1993 between you and Jersey
Central Power & Light Company ("Jersey Central") (the "Prior
Agreement") which set forth the terms of the supplemental pension
arrangement authorized by Jersey Central's Board of Directors on
October 23, 1989. Upon your agreement to this amendment and
restatement as provided on the last page of this letter agreement
(the "Agreement"), the Prior Agreement shall be superseded and
replaced in its entirety by the terms and conditions set forth
below.
1. Upon your retirement from the GPU System, you will
receive a supplemental pension from Jersey Central, in the amount
of $345 per month, commencing on the first day of the month
following the month in which you so retire, subject to applicable
tax and benefit deductions consistent with the then existing
pension formula. The supplemental pension payable to you
hereunder shall be paid to you in the form of a single life
annuity unless you are married on the date as of which payment of
such supplemental pension is to commence, in which event it shall
be paid in the form described as Option 2 in Section 10.1 of the
GPU Service, Inc. Employee Pension Plan, with your spouse as your
beneficiary. This supplemental pension benefit is in addition to
the benefits otherwise payable to you under applicable GPU System
Companies' retirement plans ("GPUS's Retirement Plans").
2. If you should die before you start to receive the
supplemental pension payable to you hereunder, your surviving
spouse, if any, will receive, for the rest of her life, 100% of
the supplemental pension which would have been payable to you in
accordance with this letter agreement, had you retired on the
date of your death. Such payments to your surviving spouse shall
commence on the first day of the month following the month of
your death.
Mr. J. R. Leva
Page 2
November 1, 1996
3. Notwithstanding any other provision of this Agreement or
GPUS's Retirement Plans to the contrary, or any other form of
distribution provided for or optional form of distribution
otherwise elected under this Agreement or GPUS's Retirement
Plans, you shall be permitted to make a special distribution
election to have the supplemental pension payable to you
hereunder, or the survivors annuity payable hereunder to your
surviving spouse, distributed in the form of a single lump sum
payment in the event of your termination of employment within the
GPU System (a) by any GPU System Company (1) within six (6)
months prior to a Change in Control (as defined in Appendix A
hereto) or (2) prior to a Change in Control but which you
reasonably demonstrate (A) was at the request of a third party
who has indicated an intention or taken steps reasonably
calculated to effect a Change in Control or (B) otherwise arose
in connection with, or in anticipation of, a Change in Control
which has been threatened or proposed and which actually occurs,
or (b) for any reason within the two (2) year period following
the occurrence of a Change in Control; provided, however, that
such election shall be effective only if it is made either (y) at
least twenty-four (24) months prior to such termination of your
employment, or (z) if such termination of your employment is the
result of an "Involuntary Termination" (as defined in Appendix A
hereto) at least one year prior to such Change in Control. Any
special election made hereunder may be revoked, and a new special
election may be made, at any time; provided, however, that any
such revocation or new election shall be effective only if it is
made within the election period specified in clause (y) or (z) of
the preceding sentence. Any special election, or revocation of a
special election, that may be made hereunder shall be made in
writing, on a form furnished to you for such purpose by the
Administrative Committee of the GPU Service, Inc. Employee
Pension Plan. The lump sum payment to be made to you hereunder
shall be in an amount that is "Actuarially Equivalent" (as
defined below) to the supplemental pension that otherwise would
be payable to you hereunder if payment of your supplemental
pension and the pension payable to you under GPUS's Retirement
Plans (i) were to commence on your retirement date, and (ii) were
to be made in the form of a single life annuity. The lump sum
payment to be made hereunder to your surviving spouse shall be in
an amount that is Actuarially Equivalent (as defined below) to
the survivor's annuity that otherwise would be payable to such
spouse pursuant to Section 2 hereof. The lump sum payment to be
made hereunder to you or your surviving spouse shall be made by
no later than 30 days following the date of your termination of
employment.
Mr. J. R. Leva
Page 3
November 1, 1996
For purposes of this Section 3, "Actuarially Equivalent"
shall mean, with respect to any distribution or payment, an
actuarially equivalent amount, calculated by using the annual
interest rate on 30-year Treasury securities for the second month
preceding the calendar year in which such distribution is made or
commences, and the mortality table prescribed for purposes of
section 417(e)(3)(A)(ii)(I) of the Internal Revenue Code of 1986,
as amended (the "Code"). Such annual interest rate and mortality
table shall be as specified or prescribed by the Commissioner of
the Internal Revenue Service for purposes of Section
417(e)(3)(A)(ii) of the Code in revenue rulings, notices or other
guidance.
4. With respect to your right to receive the supplemental
pension amount set forth above, you shall have the status of a
mere unsecured creditor of Jersey Central, and this letter
agreement shall constitute a mere promise by Jersey Central to
make payments of such supplemental pension payment amount in the
future in accordance with the terms hereof.
5. It is the intention of the parties hereto that the
arrangements set forth in this letter regarding the above pension
amount shall be treated as unfunded for tax purposes and, if it
should be determined that Title I of ERISA is applicable to such
arrangement, for purposes of Title I of ERISA.
6. Your rights to receive the payment promised hereunder
shall not be subject in any manner to anticipation, alienation or
garnishment by your creditors or the creditors of your spouse or
any other beneficiary.
If the foregoing correctly reflects your understanding of
the agreement between you and Jersey Central, will you please so
indicate on the enclosed duplicate copies of this letter which
will then constitute a binding agreement between Jersey Central
and you.
JERSEY CENTRAL POWER & LIGHT COMPANY
By: _____________________________
D. Baldassari, President
The foregoing correctly reflects
my understanding and is agreed to
by me.
_____________________________
J.R. Leva
Mr. J. R. Leva
Page 1
November 1, 1996
APPENDIX A
"Change in Control" shall mean:
(1) An acquisition (other than directly from GPU, Inc.
("GPU")) of any common stock of GPU ("Common Stock") or other
voting securities of GPU entitled to vote generally for the
election of directors (the "Voting Securities") by any "Person"
(as the term person is used for purposes of Section 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty percent (20%) or
more of the then outstanding shares of common stock or the
combined voting power of GPU's then outstanding Voting
Securities; provided, however, in determining whether a Change in
Control has occurred, Voting Securities which are acquired in a
"Non-Control Acquisition" (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in Control.
A "Non-Control Acquisition" shall mean an acquisition by (A) an
employee benefit plan (or a trust forming a part thereof)
maintained by (i) GPU or (ii) any corporation or other Person of
which a majority of its voting power or its voting equity
securities or equity interest is owned, directly or indirectly,
by GPU (for purposes of this definition, a "Subsidiary"), (B) GPU
or its Subsidiaries, or (C) any Person in connection with a "Non-
Control Transaction" (as hereinafter defined);
(2) The individuals who, as of August 1, 1996, are
members of the Board of Directors of GPU (the "Incumbent Board"),
cease for any reason to constitute at least seventy percent (70%)
of the members of the Board of Directors of GPU (the "Board");
provided, however, that if the election, or nomination for
election by GPU's shareholders, of any new director was approved
by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Agreement, be considered as
a member of the Incumbent Board; provided further, however, that
no individual shall be considered a member of the Incumbent Board
if such individual initially assumed office as a result of either
an actual or threatened "Election Contest" (as described in Rule
14a-11 promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of
a Person other than the Board (a "Proxy Contest") including by
reason of any agreement intended to avoid or settle any Election
Contest or Proxy Contest; or
(3) The consummation of:
(A) A merger, consolidation or reorganization
involving GPU, unless such merger, consolidation or
reorganization is a "Non-Control Transaction." A "Non-
Control Transaction" shall mean a merger, consolidation
or reorganization of GPU where:
Mr. J. R. Leva
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November 1,1 996
(i) the shareholders of GPU, immediately
before such merger, consolidation or reorganization,
own directly or indirectly immediately following
such merger, consolidation or reorganization, at
least sixty percent (60%) of the combined voting
power of the outstanding voting securities of the
corporation resulting from such merger or
consolidation or reorganization (the "Surviving
Corporation") in substantially the same proportion
as their ownership of the Voting Securities
immediately before such merger, consolidation or
reorganization,
(ii) the individuals who were members of the
Incumbent Board immediately prior to the execution
of the agreement providing for such merger,
consolidation or reorganization constitute at least
seventy percent (70%) of the members of the board of
directors of the Surviving Corporation, or a
corporation, directly or indirectly, beneficially
owning a majority of the Voting Securities of the
Surviving Corporation, and
(iii) no Person other than (w) GPU, (x) any
Subsidiary, (y) any employee benefit plan (or any
trust forming a part thereof) that, immediately
prior to such merger, consolidation or
reorganization, was maintained by GPU or any
Subsidiary, or (z) any Person who, immediately prior
to such merger, consolidation or reorganization had
Beneficial Ownership of twenty percent (20%) or more
of the then outstanding Voting Securities or common
stock of GPU, has Beneficial Ownership of twenty
percent (20%) or more of the combined voting power
of the Surviving Corporation's then outstanding
voting securities or its common stock.
(B) A complete liquidation or dissolution of GPU;
or
(C) The sale or other disposition of all or
substantially all of the assets of GPU to any Person
(other than a transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall
not be deemed to occur solely because any Person (the "Subject
Person") acquired Beneficial Ownership of more than the permitted
amount of the then outstanding Common Stock or Voting Securities
as a result of the acquisition of Common Stock or Voting
Mr. J. R. Leva
Page 3
November 1,1996
Securities by GPU which, by reducing the number of shares of
Common Stock or Voting Securities then outstanding, increases the
proportional number of shares Beneficially Owned by the Subject
Persons, provided that if a Change in Control would occur (but
for the operation of this sentence) as a result of the
acquisition of shares of Common Stock or Voting Securities by
GPU, and after such share acquisition by GPU, the Subject Person
becomes the Beneficial Owner of any additional shares of Common
Stock or Voting Securities which increases the percentage of the
then outstanding shares of Common Stock or Voting Securities
Beneficially Owned by the Subject Person, then a Change in
Control shall occur.
"Involuntary Termination" shall mean the termination of
your employment within the GPU System (A) as a result of your
death, (B) by GPU or GPU Service, Inc., for any reason, or (C) by
you, for "Good Reason."
"Good Reason" shall mean the occurrence after a Change in
Control of any of the following events or conditions:
(1) a change in your status, title, position or
responsibilities (including reporting responsibilities) which, in
your reasonable judgment, represents an adverse change from your
status, title, position or responsibilities as in effect
immediately prior thereto; the assignment to you of any duties or
responsibilities which, in your reasonable judgment, are
inconsistent with your status, title, position or
responsibilities; or any removal of you from or failure to
reappoint or reelect you to any of such offices or positions,
except in connection with the termination of your employment for
disability, cause, as a result of your death or by you other than
for Good Reason;
(2) a reduction in your annual base salary;
(3) any change in location of your place of employment
to a location other than Parsippany, New Jersey without your
consent,
(4) the failure by GPU to pay to you any portion of your
current compensation or to pay to you any portion of an
installment of deferred compensation under any deferred
compensation program of GPU in which you participated, within
seven (7) days of the date such compensation is due;
(5) the failure by GPU to (A) continue in effect
(without reduction in benefit level, and/or reward opportunities)
any material compensation or employee benefit plan in which you
Mr. J. R. Leva
Page 4
November 1, 1996
were participating immediately prior to the Change in Control,
unless a substitute or replacement plan has been implemented
which provides substantially identical compensation or benefits
to you or (B) provide you with compensation and benefits, in the
aggregate, at least equal (in terms of benefit levels and/or
reward opportunities) to those provided for under each other
compensation or employee benefit plan, program and practice in
which you were participating immediately prior to the Change in
Control;
(6) the failure of GPU to obtain a satisfactory
agreement from any successors or assigns to assume and agree to
honor and perform GPU's obligations under this Agreement; or
Any event or condition described in clauses (1) through
(6) which occurs (1) within six (6) months prior to a Change in
Control or (2) prior to a Change in Control but which you
reasonably demonstrate (A) was at the request of a third party
who has indicated an intention or taken steps reasonably
calculated to effect a Change in Control or (B) 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.
Mr. James R. Leva
Page 1
November 1, 1996
November 1, 1996
Mr. James R. Leva
2 Ryan Court
Chester, New Jersey 07930
Dear Jim:
The purpose of this letter is to amend and restate the letter
agreement dated November 22, 1995 between you and GPU, Inc.
("GPU") (the "Prior Agreement") which set forth the terms and
conditions of the supplemental pension that GPU has agreed to
provide to you upon your retirement. Upon your agreement to this
amendment and restatement as provided on the last page of this
letter agreement (the "Agreement"), the Prior Agreement shall be
superseded and replaced in its entirety by the terms and
conditions set forth below.
1. Upon your retirement on any date subsequent to the date
of this letter (the date as of which you so retire is referred to
herein as your "Retirement Date") you shall be entitled to
receive from GPU a supplemental pension (your "Supplemental
Pension"), which shall be in addition to the pension amounts
payable to you under the GPU Service Corporation Employee Pension
Plan (the "EPP"), the GPU Service Corporation Supplemental and
Excess Benefits Plan (the "SEBP"), and the amended and restated
letter agreement (the "JCP&L Letter Agreement") between you and
Jersey Central Power & Light Company dated August 1, 1996
(together, the "Retirement Plans").
2. The Supplemental Pension payable to you hereunder, when
expressed as a single life annuity, shall be an annual amount of
income equal to (a) 65% of your Final Average Compensation (as
defined in Section 3 hereof), reduced by (b) the aggregate annual
pension amount payable to you under the Retirement Plans,
determined for this purpose without taking into account the 20%
increase in the pension amounts payable to you under the EPP and
the SEBP during the first 12 months following your Retirement
Date. If any pension amount included in the aggregate pension
amount referred to in clause (b) of the preceding sentence is not
payable in the form of a single life annuity commencing on the
first day of the month following your Retirement Date, it shall
be converted into a pension amount that would be of equivalent
actuarial value to such pension amount if it were so payable.
3. For purposes of Section 2 hereof, your "Final Average
Compensation" shall mean the quotient resulting from dividing by
three the sum of (a) the aggregate amount of base salary payable
to you during the 36-month period ending on your Retirement Date
and (b) the aggregate amount of the awards made to you under the
Incentive Compensation Plan for Elected Officers of GPU Service,
Inc. (the "ICP") that are attributable to such 36-month period.
Mr. James R. Leva
Page 2
November 1, 1996
The amounts referred to in clauses (a) and (b) of the
preceding paragraph shall be determined without taking into
account any deferral election made by you under the GPU, Inc. and
Subsidiary System Companies Employee Savings Plan for Non-
bargaining Employees or under the GPU System Companies Deferred
Compensation Plan, and without taking into account any salary
reduction election made by you under the GPU Service, Inc.
Flexible Benefit Plan.
For purposes of clause (b) of the first paragraph of this
section 3, the portion of an award made to you under the ICP for
any year that is attributable to each of the calendar months
within such year shall be determined by dividing the total amount
of such award by twelve (12) or, in the case of the year in which
you retire, the number of months in the portion of such year
ending on your Retirement Date.
4. The Supplemental Pension shall be paid to you in the form
of a single life annuity unless you are married on your
Retirement Date, in which case it shall be paid in the form
described as Option 2 in Section 10.1 of the EPP, with your
spouse as beneficiary.
5. If you should die before you start to receive your
Supplemental Pension, your surviving spouse, if any, shall be
entitled to receive from GPU an annuity (the "Survivor's
Annuity") payable to her for her lifetime in an annual amount
equal to 50% of the Supplemental Pension that would have been
payable to you hereunder if you had not died, if you had retired
on the last day of the month in which your death occurs, and if
you had not been married on such last day.
6. Although expressed as annual amounts, the Supplemental
Pension and the Survivor's Annuity shall be paid in equal monthly
installments. Payment of your Supplemental Pension shall
commence on the first day of the month following your Retirement
Date and shall end with the installment payable for the month in
which your death occurs or, if the Supplemental Pension is
payable in the form described as Option 2 in Section 10.1 of the
EPP, the month in which your death or your spouse's death occurs,
whichever is the later. Payment of the Survivor's Annuity shall
commence on the first day of the month following the date of your
death and shall end with the installment payable for the month in
which your surviving spouse's death occurs.
7. With each monthly installment of the Supplemental Pension
payable to you during the first 12 months following your
Retirement Date, you shall be entitled to receive an additional
amount equal to 20% of the sum of (a) the amount of such monthly
installment, and (b) the supplemental pension amount payable to
you for such month under the JCP&L Letter Agreement. Such
additional amount shall not be taken into account in determining
the amount of the Survivor's Annuity payable pursuant to Section
5 hereof.
Mr. James R. Leva
Page 3
November 1, 1996
8. Notwithstanding any other provision of this Agreement or
the Retirement Plans to the contrary, or any other form of
distribution provided for or optional form of distribution
otherwise elected under this Agreement or the Retirement Plans,
you shall be permitted to make a special distribution election to
have the Supplemental Pension payable to you hereunder, or the
Survivors Annuity payable hereunder to your surviving spouse,
distributed in the form of a single lump sum payment in the event
of your termination of employment within the GPU System (a) by
any GPU System Company (1) within six (6) months prior to a
Change in Control (as defined in Appendix A hereto) or (2) prior
to a Change in Control but which you reasonably demonstrate (A)
was at the request of a third party who has indicated an
intention or taken steps reasonably calculated to effect a Change
in Control or (B) otherwise arose in connection with, or in
anticipation of, a Change in Control which has been threatened or
proposed and which actually occurs, or (b) for any reason within
the two (2) year period following the occurrence of a Change in
Control; provided, however, that such election shall be effective
only if it is made either (y) at least twenty-four (24) months
prior to such termination of your employment, or (z) if such
termination of your employment is the result of an "Involuntary
Termination" (as defined in Appendix A hereto) at least one year
prior to such Change in Control. Any special election made
hereunder may be revoked, and a new special election may be made,
at any time; provided, however, that any such revocation or new
election shall be effective only if it is made within the
election period specified in clause (y) or (z) of the preceding
sentence. Any special election, or revocation of a special
election, that may be made hereunder shall be made in writing, on
a form furnished to you for such purpose by the Administrative
Committee of the EPP. The lump sum payment to be made to you
hereunder shall be in an amount that is "Actuarially Equivalent"
(as defined below) to the Supplemental Pension that otherwise
would be payable to you hereunder if payment of your Supplemental
Pension and the pension payable to you under the Retirement Plans
(i) were to commence on your Retirement Date, and (ii) were to be
made in the form of a single life annuity. The lump sum payment
to be made hereunder to your surviving spouse shall be in an
amount that is Actuarially Equivalent (as defined below) to the
Survivor's Annuity that otherwise would be payable to such spouse
pursuant to Section 4 hereof. The lump sum payment to be made
hereunder to you or your surviving spouse shall be made by no
later than 30 days following the date of your termination of
employment.
For purposes of this Section 8, "Actuarially Equivalent" shall
mean, with respect to any distribution or payment, an actuarially
equivalent amount, calculated by using the annual interest rate
on 30-year Treasury securities for the second month preceding the
calendar year in which such distribution is made or commences,
and the mortality table prescribed for purposes of section
417(e)(3)(A)(ii)(I) of the Internal Revenue Code of 1986, as
amended (the "Code"). Such annual interest rate and mortality
Mr. James R. Leva
Page 4
November 1, 1996
table shall be as specified or prescribed by the Commissioner of
the Internal Revenue Service for purposes of Section
417(e)(3)(A)(ii) of the Code in revenue rulings, notices or other
guidance.
9. You and your surviving spouse shall have the status of a
general unsecured creditor of GPU with respect to your, and her,
right to receive any payment under this Agreement. This
Agreement shall constitute a mere promise by GPU to make payments
in the future of the benefits provided for herein. It is
intended that the arrangements reflected in this Agreement be
treated as unfunded for tax purposes, as well as for purposes of
Title I of ERISA.
10. Your rights and your surviving spouse's rights to
payments under this Agreement shall not be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment by your creditors or the
creditors of your spouse or any other beneficiary.
If the foregoing correctly reflects your understanding of the
agreement between you and GPU relating to your Supplemental
Pension, will you please so indicate on the enclosed duplicate
copy of this letter which will then constitute a binding
agreement between GPU and you.
GPU, INC.
By: __________________________
Ira H. Jolles
Senior Vice President and
General Counsel
The foregoing correctly reflects
my understanding and is agreed to
by me as of the date of this letter.
_____________________________
James R. Leva
Mr. James R. Leva
Page 1
November 1, 1996
APPENDIX A
"Change in Control" shall mean:
(1) An acquisition (other than directly from GPU) of any
common stock of GPU ("Common Stock") or other voting securities
of GPU entitled to vote generally for the election of directors
(the "Voting Securities") by any "Person" (as the term person is
used for purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")),
immediately after which such Person has "Beneficial Ownership"
(within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of twenty percent (20%) or more of the then outstanding
shares of common stock or the combined voting power of GPU's then
outstanding Voting Securities; provided, however, in determining
whether a Change in Control has occurred, Voting Securities which
are acquired in a "Non-Control Acquisition" (as hereinafter
defined) shall not constitute an acquisition which would cause a
Change in Control. A "Non-Control Acquisition" shall mean an
acquisition by (A) an employee benefit plan (or a trust forming a
part thereof) maintained by (i) GPU or (ii) any corporation or
other Person of which a majority of its voting power or its
voting equity securities or equity interest is owned, directly or
indirectly, by GPU (for purposes of this definition, a
"Subsidiary"), (B) GPU or its Subsidiaries, or (C) any Person in
connection with a "Non-Control Transaction" (as hereinafter
defined);
(2) The individuals who, as of August 1, 1996, are
members of the Board of Directors of GPU (the "Incumbent Board"),
cease for any reason to constitute at least seventy percent (70%)
of the members of the Board of Directors of GPU (the "Board");
provided, however, that if the election, or nomination for
election by GPU's shareholders, of any new director was approved
by a vote of at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Agreement, be considered as
a member of the Incumbent Board; provided further, however, that
no individual shall be considered a member of the Incumbent Board
if such individual initially assumed office as a result of either
an actual or threatened "Election Contest" (as described in Rule
14a-11 promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of
a Person other than the Board (a "Proxy Contest") including by
reason of any agreement intended to avoid or settle any Election
Contest or Proxy Contest; or
(3) The consummation of:
(A) A merger, consolidation or reorganization
involving GPU, unless such merger, consolidation or
reorganization is a "Non-Control Transaction." A "Non-
Control Transaction" shall mean a merger, consolidation
or reorganization of GPU where:
Mr. J. R. Leva
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November 1, 1996
(i) the shareholders of GPU,
immediately before such merger, consolidation
or reorganization, own directly or indirectly
immediately following such merger,
consolidation or reorganization, at least sixty
percent (60%) of the combined voting power of
the outstanding voting securities of the
corporation resulting from such merger or
consolidation or reorganization (the "Surviving
Corporation") in substantially the same
proportion as their ownership of the Voting
Securities immediately before such merger,
consolidation or reorganization,
(ii) the individuals who were members
of the Incumbent Board immediately prior to the
execution of the agreement providing for such
merger, consolidation or reorganization
constitute at least seventy percent (70%) of
the members of the board of directors of the
Surviving Corporation, or a corporation,
directly or indirectly, beneficially owning a
majority of the Voting Securities of the
Surviving Corporation, and
(iii) no Person other than (w) GPU,
(x) any Subsidiary, (y) any employee benefit
plan (or any trust forming a part thereof)
that, immediately prior to such merger,
consolidation or reorganization, was maintained
by GPU or any Subsidiary, or (z) any Person
who, immediately prior to such merger,
consolidation or reorganization had Beneficial
Ownership of twenty percent (20%) or more of
the then outstanding Voting Securities or
common stock of GPU, has Beneficial Ownership
of twenty percent (20%) or more of the combined
voting power of the Surviving Corporation's
then outstanding voting securities or its
common stock.
(B) A complete liquidation or dissolution of
GPU; or
(C) The sale or other disposition of all or
substantially all of the assets of GPU to any Person
(other than a transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur solely because any Person (the "Subject
Person") acquired Beneficial Ownership of more than the permitted
amount of the then outstanding Common Stock or Voting Securities
as a result of the acquisition of Common Stock or Voting
Securities by GPU which, by reducing the number of shares of
Mr. J. R. Leva
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November 1, 1996
Common Stock or Voting Securities then outstanding, increases the
proportional number of shares Beneficially Owned by the Subject
Persons, provided that if a Change in Control would occur (but
for the operation of this sentence) as a result of the
acquisition of shares of Common Stock or Voting Securities by
GPU, and after such share acquisition by GPU, the Subject Person
becomes the Beneficial Owner of any additional shares of Common
Stock or Voting Securities which increases the percentage of the
then outstanding shares of Common Stock or Voting Securities
Beneficially Owned by the Subject Person, then a Change in
Control shall occur.
"Involuntary Termination" shall mean the termination of your
employment within the GPU System (A) as a result of your death,
(B) by GPU or GPU Service, Inc., for any reason, or (C) by you,
for "Good Reason."
"Good Reason" shall mean the occurrence after a Change in
Control of any of the following events or conditions:
(1) a change in your status, title, position or
responsibilities (including reporting responsibilities) which, in
your reasonable judgment, represents an adverse change from your
status, title, position or responsibilities as in effect
immediately prior thereto; the assignment to you of any duties or
responsibilities which, in your reasonable judgment, are
inconsistent with your status, title, position or
responsibilities; or any removal of you from or failure to
reappoint or reelect you to any of such offices or positions,
except in connection with the termination of your employment for
disability, cause, as a result of your death or by you other than
for Good Reason;
(2) a reduction in your annual base salary;
(3) any change in location of your place of employment
to a location other than Parsippany, New Jersey without your
consent,
(4) the failure by GPU to pay to you any portion of your
current compensation or to pay to you any portion of an
installment of deferred compensation under any deferred
compensation program of GPU in which you participated, within
seven (7) days of the date such compensation is due;
(5) the failure by GPU to (A) continue in effect
(without reduction in benefit level, and/or reward opportunities)
any material compensation or employee benefit plan in which you
were participating immediately prior to the Change in Control,
unless a substitute or replacement plan has been implemented
which provides substantially identical compensation or benefits
to you or (B) provide you with compensation and benefits, in the
aggregate, at least equal (in terms of benefit levels and/or
reward opportunities) to those provided for under each other
Mr. J. R. Leva
Page 4
November 1, 1996
compensation or employee benefit plan, program and practice in
which you were participating immediately prior to the Change in
Control;
(6) the failure of GPU to obtain a satisfactory
agreement from any successors or assigns to assume and agree to
honor and perform GPU's obligations under this Agreement; or
Any event or condition described in clauses (1) through (6)
which occurs (1) within six (6) months prior to a Change in
Control or (2) prior to a Change in Control but which you
reasonably demonstrate (A) was at the request of a third party
who has indicated an intention or taken steps reasonably
calculated to effect a Change in Control or (B) 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.