EMPLOYMENT AGREEMENT
This Agreement made this 1st day of September, 1995, between
Pennsylvania Enterprises, Inc. (PEI), a Pennsylvania Corporation, with
offices at 39 Public Square, Wilkes-Barre, Pennsylvania 18711-0601, and
Dean T. Casaday, of 5 Italian Road, Dallas, Pennsylvania 18612, hereinafter
referred to as "Casaday."
Background
The background of this Agreement is that PEI is a utility holding
company with its principal office in Wilkes-Barre, Pennsylvania. Casaday
is currently serving as President and CEO of the corporation. Casaday's
initial three year employment agreement expired on September 1, 1994, but
he wishes to continue his employment with the Company and PEI wishes to
continue his employment as President and CEO for an additional one year
period.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable considerations, the parties
hereto do hereby agree as follows:
1. Employment; Acceptance of Employment. PEI hereby employes Casaday
as President and CEO and Casaday hereby accepts employment with PEI subject
to the terms and conditions hereafter set forth.
2. Term. The term of the Agreement and the employment of Casaday
hereunder to be effective September 1, 1995, and run for a period of 12
months, ending September 1, 1996. This Agreement shall terminate in the
event of the death of Casaday during the term thereof. This Agreement
shall not affect any rights or obligations of either party under any other
benefit or program Casaday may have as an executive officer of the Company.
The supplemental retirement plan agreement dated December 23, 1991, is
unaffected by this Employment Agreement and continues in full force and
effect, except that as a result of recent amendments to the Internal
Revenue Code which limit the amount of includible compensation which may be
taken into account under a tax-qualified retirement plan, the supplemental
retirement agreement dated December 23, 1991, will be amended to guarantee
Casaday the difference, if any, between the benefit Casaday would be
entitled to under the Company's qualified pension plan, if such benefits
were calculated without regard to restrictions on compensation imposed
under Internal Revenue Code Section 401(a) (17) and the amount of pension
benefit actually payable under the Company's qualified pension plan.
3. Compensation. Casaday will be compensated at the rate of $212,880
per annum payable in accordance with normal pay practices of the Company.
In addition, Casaday shall be entitled to have his salary reviewed in June
1996 and will receive all normal benefits provided by PEI to officers of
the Company in a similar executive management category.
4. Time Commitment. Casaday shall devote his entire time and
attention to the business of PEI and its subsidiary companies during the
term of this Agreement. During the term of the Agreement, Casaday shall
not be engaged in any other business activity which interferes with his
ability to perform for PEI hereunder, whether or not such business activity
is pursued for pecuniary advantage.
5. Duties. Casaday shall be responsible for the general management
of the Company and is responsible for providing the vision, philosophy and
culture of PEI and its subsidiary companies. During the term of this
contract, it is understood that the following goals and objectives should
be pursued vigorously and reported periodically to the Board.
A. Develop, attract, retain and motivate a top management team
capable of achieving the strategic objectives of the Company. This will
include periodic consultation with the Board on management succession.
B. Achieve the one year financial objectives provided for in the
1995-96 budget goals. These would be defined as the earnings per share
budgeted for 1995 and 1996 approved by the Board of Directors, and subject
to unforeseen circumstances and unusual weather conditions.
C. Develop and plan a strategic long-term strategy for the Company
working closely with the Planning Committee of the Board of Directors. It
is understood that the initiatives and responsibility for the long-term
plan must come from the CEO with an oversight role by the Board's Planning
Committee.
D. Continue a close working relationship with the Board of Directors,
keeping them fully informed on all important aspects of the Company and its
various operations. This will include implementing Board policies and
recommendations.
E. Develop a marketing plan for the Company which sets forth
acceptable new business objectives in both the gas and water part of the
business. The objectives established for the growth of the gas business
should be comparable or exceed the percent increase of new customers being
achieved by peer companies operating in like service areas.
F. Develop and carry out an external relations program with the
shareholders, customers, communities and other constituents served by the
Company throughout its service area.
G. Provide the leadership to lead the Company and establish a
philosophy that is well understood, and consistently applied and
effectively implemented. In other words, set the tone for the Company and
make sure the tone is incorporated into the culture of the organization.
6. Status of Employee. In performing services under this Agreement,
Casaday shall be acting as an officer of PEI and subject to its control and
direction.
7. Non-Competition. The parties agree that during the term of this
Agreement and employment hereunder, Casaday will not be employed by or
provide services in any capacity whatsoever for any entity which is in any
way competitive with PEI in the utilities services business.
8. Annual Physical and Confidential Report to Human Resources
Department. To provide proper management succession and to be aware of the
status of senior officers, the Board requests that Mr. Casaday have annual
examinations, a summary report of which will be filed with the Human
Resources Department. It is understood that the head of Human Resources
would call to the attention of the Chairman of the Board any life
threatening situations that are discovered during the course of physical
examination.
IN WITNESS WHEREOF, and with intent to legally bind their heirs,
successors and assigns, the parties have hereto set forth hands and seals
to this Agreement the day and date above written.
ATTEST: PENNSYLVANIA ENTERPRISES, INC.
/s/ Thomas J. Ward By: /s/ Dean T. Casaday
Thomas J. Ward Dean T. Casaday
/s/ Kenneth L. Pollock
Kenneth L. Pollock, Chairman