EXHIBIT 10.4
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EMPLOYMENT AGREEMENT
Agreement made this 17th day of September, 1981, by and
between NATIONAL FUEL GAS COMPANY, a New Jersey corporation
("Employer"), and BERNARD J. KENNEDY, ("Employee").
Whereas, Employer is dependent upon the services and expertise
provided by Employee and wishes to make the services of Employee
secure; and
Whereas, the Employee desires to provide such security.
Now, therefore, the parties agree as follows:
1. Employment and Duties. The Employer hereby employs the
Employee, and the Employee accepts such employment, to perform such
duties under the general supervision of the Board of Directors of
the Employer as may be prescribed by the Board, including the duties
of Executive Vice President. During the term of this Agreement the
Employee shall also serve in such directorships and other capacities
of affiliated corporations of the Employer to which he may be duly
elected.
2. Compensation. During the term of this Agreement, Employer
shall pay Employee a salary as follows:
a. Salary. Employee's monthly salary shall be $10,933.32,
payable by Employer and its affiliated corporations in accordance
with their regular payroll procedures. This amount may be increased
and/or reallocated among the Employer and its affiliates from time
to time in the discretion of Employer's Board of Directors, but in
no event shall the total amount be reduced from its then current
level.
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b. Fringe Benefits. The Employee shall receive such other
incidental benefits of employment, such as vacations, insurance and
participation in pension and profit-sharing plans, as are provided
generally to the officers of the Employer on the same terms as are
applicable to such officers.
3. Extent of Services. Employee shall devote his entire
attention and energy to the business and affairs of the Employer
on a full-time basis and shall not be engaged in any other business
activity, whether or not such business activity is pursued for gain,
profit or other pecuniary advantage unless Employer otherwise
consents; but this shall not be construed as preventing Employee
from investing his assets in such form or manner as will not require
any services on the part of the Employee in the operation of the
affairs of the companies in which such investments are made.
4. Successors. In the event that all or a substantial
portion of the business of Employer and its affiliates is
transferred, whether by merger, consolidation, transfer of
substantially all assets, takeover or similar transaction, Employer
agrees on behalf of its successors and assigns to furnish Employee
at all times with office space, secretarial assistance, and all
other working conditions reasonably necessary for the proper
performance of his services which shall in all respects be fully
comparable in nature and extent to the working conditions made
available to the Employee on the date of this agreement. Said
duties shall be of a nature and scope as presently performed.
Such office space shall be made available at the head office
of the successor.
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5. Term. Subject to the provisions for termination for
disability as hereinafter provided, the term of this Agreement and
of the Employee's employment hereunder shown will be the period
commencing September 17, 1981, and ending December 31, 1986, with
the anticipation that at the end of three years the contract will be
extended each year thereafter for a subsequent similar period.
6. Disability.
a. In the event that at anytime during the term of this
Agreement the Employee shall be unable to perform in whole or in
part of the services provided for herein as a result of a physical
or other disability of any nature, the Employer may by not less than
ten (10) days' written notice terminate this Agreement and all
rights and obligations of the Employer and Employee hereunder shall
terminate. The Employer shall continue to accord Employee the
normal benefits of the Employer's then current Sick Pay Plan and
Pension Plan.
b. The Employee shall be considered to be unable to
perform services hereunder if he is unable to attend the normal
duties required of him.
c. The Employee hereby agrees that he will make available
to the physician or physicians selected by the Employer all medical
and hospital records in order to determine the existence of any such
disability.
d. In the event the Employer's physician disagrees with
the Employee's physician as to the existence of any inability by the
Employee to perform services hereunder, they shall submit such
matter for final determination to a physician, either selected by
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agreement between both parties or furnished by the American
Arbitration Association; any such physician furnished by such
Association shall be designated and shall make such determination in
accordance with the rules and regulations of such Association.
7. Death. In the event of the death of the Employee during
the term of this Agreement, the rights and obligations of the
Employer and Employee under this Agreement shall terminate, except
that the Employer shall pay to the Employee's surviving spouse, or
if he leaves no surviving spouse, to his estate, the Employee's
salary through the end of the month in which his death occurs.
8. Assignment. The rights and obligations of the Employer
under this Agreement shall inure to the benefit of and shall be
binding upon the successors and assigns of the Employer. The
Employee may not assign his obligations under this Agreement, but
the heirs, surviving spouse, and legal representatives of the
Employee shall have the right to receive and enforce payment of any
amounts payable to the Employee or to such persons hereunder.
9. Waiver of Breach. The waiver by the Employer of a breach
of any provision of this Agreement by the Employee shall not operate
or be construed as a waiver of any subsequent breach by the Employee.
10. Entire Agreement. This Agreement constitutes and
expresses the whole agreement of the parties hereunto in reference
to any employment of the Employee by the Employer and in reference
to any of the matters or things herein provided for or heretofore
discussed or mentioned in reference to such employment, all
promises, representations, understandings relative thereto being
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herein merged. No oral arrangements have been made between the
parties hereto and this Agreement may be amended only in writing
signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement
the day and year first above written.
NATIONAL FUEL GAS COMPANY
By/s/ Louis R. Reif
/s/Bernard J. Kennedy
Bernard J. Kennedy