Exhibit 10(b)62
[Letterhead of C. Gary Clary]
June 4,1998
Mr. C. John Wilder
26 Chapel Square
Virginia Park
Virginia Water
Surrey GU25 4SZ
England
Dear John:
On behalf of Entergy Corporation, I would like to offer you the
position of Executive Vice President & Chief Financial Officer.
The details of the offer consist of:
Starting Salary $400,000 Annual
$33,333.33 Monthly
Executive Annual Incentive Plan (EAIP) Payout Opportunity
ACHIEVEMENT LEVEL
MINIMUM TARGET MAXIMUM
30% 60% 90%
$120,000 $240,000 $360,000
The plan is based on a calendar year. You will be eligible for a
prorated payout based on the number of days of employment. The
actual award is based on a continuous level of achievement and
not bracketed.
Long Term Incentive Plan
This plan provides participants with performance shares which
will be earned by achieving pre-approved Entergy Corporation
goals for the three-year performance period (1998-2000). You will
be eligible for a prorated amount of performance shares based on
the number of full months as a participant. The opportunities for
a full 36 months of participation are:
ACHIEVEMENT LEVEL
MINIMUM TARGET MAXIMUM
9,000 shares 18,000 shares 27,000 shares
Stock Option Plan
This Plan provides participants with stock option grants which
will be earned by achieving pre-approved, annual Entergy
Corporation goals. You will be eligible for a prorated amount of
stock options based on the number of full months as a
participant. The opportunities for a full 12 months of
participation are:
ACHIEVEMENT LEVEL
MINIMUM TARGET MAXIMUM
20,000 options 40,000 options 60,000 options
Signing Bonus $300,000 paid shortly after your date of hire.
Retention Award (i.e., Restricted Stock)
You will be awarded 21,000 Entergy shares with restrictions
lifted at the rate of 7,000 shares per year beginning with your
first employment anniversary.
Relocation Assistance
You will receive one month's salary ($33,333.33), paid at the
time you relocate, for miscellaneous relocation expenses.
Additional conditions of your relocation assistance will be
established after your discussions with your current employer.
Retirement Benefits (with SERP)
This Plan accumulates benefits at the rate of 1.5% per year, with
full vesting after five years of actual service. The benefit is
based on your average five-year salary (including incentive pay),
with unreduced monthly retirement benefit at age 65 or reduced
(at 2% per year) as early as age 55.
Supplemental Credited Service Agreement
Entergy will include an additional 15 years of credited service
to your qualified retirement plan benefits.
Savings Plan
After a six-month waiting period, you may participate in this
plan. You may contribute as much as 16% of your base salary and
receive tax-deferred benefits in addition to a 50% company match
(maximum company match is 3% of your base salary).
Equity Awards Program Deferral
You can defer up to 100% of your EAIP bonus on a pre-tax basis.
The deferred funds are used to buy Entergy common stock at a 20%
discount--applied to the market price at the time of deferral.
Vacation
You are eligible for four weeks vacation beginning in 1999
(prorated for 1998 - two weeks), and five weeks after your
fifth anniversary of employment
PERQUISITES
Monthly Auto Allowance of $825 Per Month and Parking
- - This is net of taxes; the company will gross up this auto
allowance for all applicable taxes.
- - You are also eligible for paid parking at your work
location, if needed.
Physical Exam
A comprehensive annual physical will be provided to you at
company expense.
Lunch Club
You may enroll in a lunch club that is intended and used as a
vehicle to conduct business.
Country Club Membership
You are eligible for a country club membership at $5,000 maximum
first-year country club dues, with up to $3,000 maximum for
annual renewals.
Executive Disability
This plan guarantees that your total disability payments from all
sources will equal 65% of your monthly base salary.
Executive Medical
- - Covers IRS approved medical and dental expenses that are not
covered by the company's medical and dental plans--up to $4,000
per year, per company policy.
- - Reimbursement of deductibles and co-payments are excluded.
Personal Effects Insurance and Personal Accident Insurance
- - Personal effects insurance coverage for loss of personal
effects--$2,500 for any occurrence; $500 limit for jewelry;
excludes automobiles, furniture, bicycles, and eyeglasses.
- - Personal accident insurance provides $100,000 in accidental
death and dismemberment coverage for you. Additional coverage for
you and your dependents is also available.
Termination Benefits
- - If you should voluntary resign prior to age 65, you will
receive payment of accrued compensation and benefits. SERP
benefits described herein would be forfeited.
- - If you should terminate prior to age 55 with Entergy's
permission, you will receive payment of accrued compensation and
benefits. The accrued SERP benefit would be reduced at an average
annual rate of 6.5% per year for each year your termination date
precedes your age 65; and, payments cannot begin prior to you
attaining age 55.
- - If, due to a change in control, you resign for "good
reason", you will receive payment of accrued compensation and
benefits, including immediate vesting of your accrued SERP
benefit plus a lump-sum "parachute payment" equal to 2.99 times
your average three-year pay (i.e., 2.99 times your "Base Amount",
which is equal to the maximum amount that can be paid without the
payment becoming subject to the Excise Tax within the meaning of
Section 280G(b)(1) of the IRC).
- - If the Company should initiate termination for reasons other
than just cause prior to you completing two years of service,
Entergy will pay you two years of base salary continuation and
health care benefits. In addition, Entergy will immediately vest
all earned, but unvested, stock options and performance shares.
This will include any remaining shares of the 21,000 restricted
stock provided as a retention award.
This offer is contingent upon a security background check and the
successful completion of a pre-employment drug screening. I will
forward these materials under separate cover.
After you have had a chance to review this offer, please contact
me to discuss any questions you may have. I hope this offer meets
with your approval, and I look forward to working with you as
part of the Entergy team.
Sincerely,
/s/ Gary Clary
Gary Clary
Senior Vice President
Human Resources & Administration
GC/vr
Attachments
Agreed: /s/ C. John Wilder
C. John Wilder
Date: June 5, 1998