Exhibit 10(a)68
January 12, 1998
Mr. Gerald D. McInvale
1828 State Street
New Orleans, LA 70118
Dear Gerald:
This letter (the "Agreement") sets forth the terms and
conditions of your continued employment with Entergy
Services, Inc. (the "Company") from and after November 24,
1997, and supersedes and replaces any and all prior
agreements between you (the "Employee") and the Company
except as limited herein. In consideration of your
continued employment with the Company and the mutual
covenants and agreements contained herein, you (the
"Employee") and the Company agree as follows:
1. Employment as Special Project Coordinator
The Company agrees to retain Employee as a Special Project
Coordinator commencing as of November 24, 1997, and
Employee agrees to render such services as a Special
Project Coordinator for the period described in Paragraph
2(a) hereof and upon the other terms and conditions herein
provided.
2. Terms and Responsibilities
(a) Term of Service. The period of Employee's service
under this Agreement shall be deemed to have commenced as
of November 24, 1997, and shall continue through May 31,
2001, and terminate at the end of that day unless
terminated prior thereto in accordance with the terms of
this Agreement. The Company, at its option, may terminate
this Agreement based on a material breach of the Agreement
by Employee, including, but not limited to, the provisions
of paragraph 2(b), paragraph 6 or paragraph 8 of this
Agreement.
(b) Responsibilities of Employee. During the period of
his service as a Special Project Coordinator hereunder,
Employee shall devote such of his time and efforts as may
be required by the Company from time to time in order to
perform his duties hereunder. Company agrees to make all
reasonable efforts to minimize the time required for such
activities and will attempt to limit them to twenty days or
less per calendar year. However, Employee may perform
services for other companies or organizations ("Other
Services") in accordance with the following conditions:
During the period of his service hereunder, the
Employee may perform Other Services provided that he
may not perform such Other Services for companies or
organizations which (i) are engaged in the sale at
retail or wholesale of natural gas or electricity or
(ii) which are engaged in any other business in which
the Company or any of its subsidiaries or affiliates
was engaged as of November 24, 1997.
In the event Employee desires to perform Other
Services governed by this subsection (b), he must
first provide written notice to the Company of his
desire to perform such Other Services and receive
written approval from the Company to so perform such
Other Services, which approval shall not be
unreasonably withheld.
3. Remuneration
(a) Employee's monthly Base Salary as a Special Project
Coordinator will be Thirty Three Thousand Three Hundred
Thirty Three Dollars and Thirty Three Cents ($33,333.33)
from November 24, 1997, through May 31, 2001. These
payments will be made to Employee in accordance with the
pay schedule in effect for all other active employees in
the Company.
(b) In the event Employee dies prior to June 1, 2001,
Employee's spouse or estate will receive a lump-sum payment
equal to the net present value of all payments remaining
between the time of death and May 31, 2001. In addition,
the Company will provide comparable benefits or pay the
value of the benefits lost as a result of Employee's death,
including the Retirement Plan, Supplemental Credited
Service Agreement, System Executive Retirement Plan with
ten added years of Benefit Service.
(c) In the event Employee dies prior to June 1, 2001,
Employee's spouse can continue her medical and dental
coverage under the then existing plans in accordance with
their then existing provisions subject to any and all
rights that Employee's spouse may have under COBRA
provisions or in accordance with applicable law at that
time.
(d) In the event that the Company is sold, or merged with
or into another company (in a transaction in which the
Company is not the surviving entity), or all or
substantially all of the assets of the Company are sold, or
more than 25% of the outstanding voting stock of the
Company is acquired by another person or persons acting as
a group ("Change in Control"), and Employee's employment is
thereafter terminated either by Employee for any reason or
by the Company for any reason, then, upon such termination,
the Company will pay Employee a lump-sum payment equal to
the net present value of all payments remaining between
the time of the Change in Control and May 31, 2001. In
addition, the Company will provide comparable benefits or
pay the value of the benefits lost as a result of the
Change in Control, including the Retirement Plan,
Supplemental Credited Service Agreement, System Executive
Retirement Plan with ten added years of Benefit Service.
(e) Should Employee elect to participate in the Company's
Savings Plan, he will do so in accordance with the Plan's
terms and conditions.
(f) For performance year 1997 only, Employee will be
eligible for any Executive Annual Incentive Plan benefit
payable in accordance with the terms and conditions of said
Plan. The Employee will not be eligible for any type of
incentive payouts beyond the performance year ending
December 31, 1997.
(g) Employee will be eligible to receive two-thirds (2/3)
of any Long Term Incentive Program benefit payable in
accordance with the 1996 terms and conditions of said Plan.
However, the Employee will not be eligible for any type of
incentive payouts in the future.
(h) Employee retains the option of exercising the 2,500
stock options awarded to him on December 31, 1991 (with an
exercise price of $29.625), the 2,500 stock options awarded
to him on February 1, 1993 (with an exercise price of
$34.75), the 2,500 stock options awarded to him on January
27, 1994 (with an exercise price of $37.00), the 2,500
stock options awarded to him on January 26, 1995 (with an
exercise price of $23.375), the 25,000 Merit Stock options
awarded to him on March 31, 1995 (with an exercise price of
$20.875), the 5,000 stock options awarded to him on January
25, 1996 (with an exercise price of $29.375), and the 5,000
stock options awarded to him on January 30, 1997 (with an
exercise price of $26.50), until such options expire, in
accordance with the Equity Ownership Plan, as may be
amended from time to time.
(i) Company agrees to maintain your account under the
Equity Awards Program of the Equity Ownership Plan
("Program") until such time as you terminate your
employment or otherwise become eligible for Program
payments in accordance with the terms and conditions of
said Program.
(j) Company agrees to count the years of service during
the period of this Agreement for purposes of Vesting and
Benefit Service under the Retirement Plan, Supplemental
Credited Service Agreement, System Executive Retirement
Plan (SERP) with ten added years of Benefit Service,
Savings and Defined Contribution Restoration plans, and the
parties acknowledge that Employee's rights under and
participation in the plans described in this Agreement
shall be in accordance with the terms of such plans, as
they may be amended from time to time. In no event shall
employee receive less than the amounts he has accrued and
will accrue in these plans during his employment with the
Company. For purposes of any of the foregoing plans, the
Company acknowledges and consents to Employee's election
to retire effective upon termination of this Agreement, if
he is otherwise eligible, which acknowledgment shall
satisfy all Company consent requirements for early
retirement under such plans.
(k) Company agrees to continue the following executive
perquisites during the term of this Agreement:
- Employee may retain the personal computer with fax
provided by Entergy for his home use, and
- Employee may continue, at his option, to occupy one of
Entergy's membership slots at New Orleans Country Club
during the term of this Agreement or until he leaves the
city, whichever comes first,, provided that Employee shall
bear all costs and charges associated with said membership,
including but not being limited to dues, capital
improvement charges, food and beverage charges and all
other fees and expenses, and provided further that the slot
is not needed by the Company in the future. In the event
Employee decides to stay in New Orleans, he shall have the
option of purchasing the membership from the Company at the
then-current market value.
(l) Employee shall remain eligible for the following
executive perquisites through December 31, 1997:
- Executive Financial Counseling Program reimbursement,
- Auto Reimbursement allowance,
- Company provided parking,
- Executive physicals,
- Luncheon Club membership(s),
- Executive Medical Plan,
- Executive Long Term Disability Plan, and
- Home security system monitoring and maintenance charges.
Effective January 1, 1998, the Employee shall cease to be
eligible for all executive perquisites, except that
Employee shall be entitled (a) to receive in 1998
reimbursement of all eligible expenses incurred in calendar
year 1997 and (b) to participate in the Executive Financial
Counseling Program in 1998 in connection with the
preparation of his 1997 income tax returns and to establish
will and estate plans based on this Agreement, provided the
existing Five Thousand Dollars ($5,000.00) limitation on
such planning is not exceeded.
(m) During the period of this Agreement, Employee will not
accrue or receive additional pay for vacation, holidays,
sick leave or any other benefits not specifically provided
for in this Agreement.
(n) During the period of this Agreement, Employee will not
be eligible for any kind of separation pay that may be
offered by the Company to other active employees.
(o) Company agrees that, any time during the term of this
Agreement, the Employee will be reimbursed for typical
expenses, including the costs of packing, transporting, and
unpacking, directly associated with one movement of
household goods from his present residence in New Orleans
to another location within the Continental United States.
This provision shall not apply, however, if Employee
accepts, with the permission of the Company as provided in
paragraph 2(b) hereof, a position with another employer
which has a relocation policy under which Employee is
eligible to receive relocation benefits.
4. Remedy for Breach
Employee hereby acknowledges that, in the event of any
material breach or threatened material breach by him of any
of the provisions of Paragraphs 2(b) or 6 of this
Agreement, the Company would have no adequate remedy at law
and could suffer substantial and irreparable damage.
Accordingly, Employee hereby agrees that, in such event,
the Company shall be entitled, without the necessity of
proving damages and notwithstanding any election by the
Company to claim damages, to obtain a temporary and/or
permanent injunction to restrain any such material breach
or threatened material breach or to obtain specific
performance of any of such provisions without bond, all
without prejudice to any and all other remedies which the
Company may have either at law or in equity.
5. Release
In consideration of the Company's agreement to provide the
compensation and benefits described herein, Employee agrees
to release and forever discharge the Company, its
subsidiaries and affiliates, and their respective
directors, officers, agents, servants, employees,
attorneys, successors, predecessors, assigns, insurers,
employee benefit plans and fiduciaries and agents of any of
the foregoing from any and all damages, losses, causes of
action, demands, liabilities, and claims of whatever kind
or nature, whether or not herein named, on behalf of
himself, or his heirs, executors, and assigns with respect
to all matters relating to or arising out of his employment
with the Company prior to the date of the execution of this
Agreement, and any existing claims or rights which he may
have under any federal, state or local law, including but
not being limited to all claims arising under the Age
Discrimination in Employment Act, 29 USC 621, et sec,
or for severance payments of any kind. Employee
acknowledges that he was provided with a copy of this
Agreement, that he was advised to discuss this Agreement
with his attorney, and that he was given no less than 21
days within which to consider signing this Agreement.
Employee further acknowledges that he had the option of
executing this Agreement at any time within the 21 day
period, at his sole discretion. He further acknowledges
that he was informed that (a) he had seven (7) days from
the date of his execution of this Agreement within which to
revoke this Agreement and (b) that this Agreement would not
become effective or enforceable until expiration of the
seven-day period. Employee acknowledges that he has
thoroughly reviewed this Agreement and understands that, to
the extent he has any claims covered by this Agreement, he
is waiving potentially valuable rights by the execution of
this Agreement. Employee further acknowledges that his
execution of this Agreement is free and voluntary and was
not procured through duress, coercion or undue influence.
Company agrees to indemnify Employee for his actions while
serving as an officer of the Company in accordance with the
bylaws of the Company and according to the terms and
conditions of the Company's director and officer liability
insurance in effect during his service as an officer.
Employee affirms and agrees that his employment
relationship with the Company will end on May 31, 2001, and
that he will withdraw unequivocally, completely and finally
from his employment on that date, unless sooner terminated
in accordance with the terms of this Agreement, and waive
all rights in connection with such relationship except as
to vested benefits and the payments and other benefits
described herein.
6. Confidentiality
Both Company and Employee agree that the terms of this
Agreement are confidential and will not be disclosed to
anyone for any purpose whatsoever (save and except
disclosure to Employee's spouse, to financial institutions
as part of a financial statement, to immediate family
members, financial, tax and legal advisors, to
prospective/actual employers or as required by law).
Employee agrees that he has returned or will return
immediately, and maintain in strictest confidence and will
not use in any way, any proprietary, confidential, or other
non-public information or documents relating to the
business and affairs of the Company, or of its
subsidiaries, affiliates and divisions.
7. Representation and Warranties
Employee represents and warrants that he is under no
restriction or obligation inconsistent with the execution
of this Agreement or with the performance of his
obligations hereunder.
8. Cooperation
Employee agrees to cooperate with the Company and its
counsel on any matters relating to the conduct of any
administrative or judicial litigation, claim, suit,
investigation or proceeding involving the Company or any of
its subsidiaries or affiliates arising out of or in
connection with any facts or circumstances occurring during
the term of Employee's employment with the Company in which
the Company determines that Employee's cooperation is
necessary or appropriate. Company agrees to make all
reasonable efforts to minimize time required for such
activities and to reimburse employee for any required
travel and related expenses.
9. Termination by Company
The Company may terminate this Agreement if Employee fails
to materially comply with any of the provisions hereof and,
in such event, all rights and benefits in favor of Employee
under this Agreement shall terminate.
10.Conflict Resolution
Any material dispute between parties shall be resolved
through binding arbitration, with the exception of
equitable remedies. The losing party to any enforcement
action pursuant to arbitration shall be obligated to pay
reasonable attorney fees and costs.
11.Miscellaneous Provisions
(a) Withholding. All payments to Employee made pursuant
to this Agreement, shall be subject to withholding of all
amounts required to be withheld by applicable Internal
Revenue Service rules and regulations and the rules and
regulations of all other applicable tax agency authorities
and shall be conditioned upon Employee's submission of all
information or execution of all instruments required in
order to enable the Company to comply with such withholding
requirements.
(b) Notice. Any notice required to be given in accordance
with the provisions of this Agreement shall be given in
writing, either by personal delivery or by causing such
written notice to be provided by registered mail, to
Employee at the address set forth herein or to the Company
at its principal business address to the attention of the
Office of the Chairman, with copy to C. Gary Clary, or at
such other address for a party as may be hereafter
specified by like notice, provided that written notice of a
change of address shall be effective only upon receipt
thereof.
(c) Governing Law. This Agreement is entered into in
accordance with, and shall be interpreted pursuant to, the
laws of the State of Delaware.
(d) Severability. If any provision of this Agreement
shall be held to be invalid or unenforceable, such
invalidity or unenforceability shall not affect or impair
the validity or enforceability of the remaining provisions
of this Agreement, which shall remain in full force and
effect in accordance with their terms.
(e) Non-Assignability. Employee's rights and obligations
under this Agreement may not be assigned or sold, in whole
or part, to any other person or entity.
(f) Successors. This Agreement shall be binding upon the
parties hereto and upon their respective heirs, successors
and assigns.
(g) Entire Agreement. This Agreement contains the entire
agreement between the parties relating to the subject
matter hereof and supersedes all previous agreements or
understandings, whether oral or written.
If this letter accurately sets forth the terms of our
agreement relating to your employment after November 24,
1997, please sign and date one of the enclosed originals of
this letter in the space provided below and return one
executed original to the Company.
ENTERGY SERVICES INC. ("COMPANY")
By: /s/ C. Gary Clary
C. Gary Clary
Vice President, Human Resources and
Administration
ACCEPTED AND AGREED TO on this ___
day of December, 1997.
/s/ Gerald D. McInvale
Gerald D. McInvale ("Employee")