Exhibit 10.1(b)
[WE Letterhead]
July 27, 1999
Mr. Michael B. Sellman
[Home Address]
Re: Modifications to Your Employment Letter of 1/5/98
Dear Mike:
This letter is intended to modify, with your agreement, the
terms of our employment letter to you dated January 5, 1998 (the
"Employment Letter").
Paragraph 6 of the Employment Letter provides for a special
deferred compensation benefit to be held in the "Account" as
defined and paid to you under certain circumstances. Subject to
your acceptance, the existing Paragraph 6 would be replaced
entirely by the following Paragraphs 6 and 6A:
"6. Special Deferred Compensation Benefit: The
Company agrees to create a special bookkeeping account
(the "Account") and to credit the same with Four
Hundred and Twenty-Two Thousand Dollars ($422,000) as
of January 1, 1998 and to thereafter adjust the Account
annually as of December 31 of each year with the same
investment results (the "Applicable Investment Credit")
as would have been credited to the Account had it been
invested as a part of the funds of the Company's
tax-qualified defined benefit plan, the Retirement
Account Plan. In the event a successor company
acquires the operating license for the Point Beach
Nuclear Plant and employs you, the annual interest
credit will equal 4 percent plus 75% of the earnings
above 4% of a theoretical portfolio invested 60% in the
S&P 500 index and 40% in the Lehman Brothers Aggregate
Bond Index. The current value recorded in the Account
will become payable to you in the manner described in
paragraph 6A below, less applicable withholding, on the
first to occur of any of the following events (a
"Maturity Date"):
(a) Your termination of employment with the Company
for any reason at any time on or after your
attainment of age 60.
(b) Your termination of employment by the Company at
any time prior to the occurrence of a Maturity
Date because of death or such disability as
prevents you from continuing to substantially
perform the duties of your job.
(c) Your discharge by the Company without `Cause' as
defined below at any time before your attainment
of age 60 (but your discharge without Cause in
order to enable you to become a full-time employee
of Nuclear Management Company, LLC ("NMC") shall
not be a Maturity Date).
(d) If you become an employee of NMC, either
concurrently with or immediately following your
employment with the Company, then a Maturity Date
will occur on the first of any of the following
events:
(i) your termination of employment with NMC for
any reason at any time on or after your
attainment of age 60, or prior thereto
because of death or such disability as
prevents you from continuing to
substantially perform the duties of your
job with NMC, or
(ii) your discharge by NMC without `Cause' as
defined below at any time before your
attainment of age 60, provided the Company
does not then offer to reemploy you in an
executive capacity, or
(iii) your termination of employment with NMC for
any reason at any time after your completion
of three years of service with NMC.
`Cause' means that you shall have prior to any
termination of employment, engaged in any act of fraud,
embezzlement, or theft in connection with your duties for
the Company (and/or NMC), wrongfully disclosed any
confidential information of the Company or any of its
affiliates (and/or NMC), or engaged in willful misconduct in
the performance of your duties for the Company (and/or NMC).
Should your employment with the Company (and/or NMC as
provided in subparagraph (d) above) cease prior to the
occurrence of a Maturity Date, you will forfeit any interest
in the Account. Values held in the Account or which become
payable to you from the Account will not be included or
taken into consideration in the calculation of any benefits
due you under any other retirement or welfare benefit plan
or program of the Company which bases benefits in whole or
in part on compensation. The Account will be solely a
bookkeeping reserve established by the Company as a device
for determining amounts that may become payable to you and
any right to receive payments under this paragraph will be
an unsecured claim against the general assets of the
Company. Any claims for payments under this paragraph will
be subject to same claim procedure rules as apply to the
Retirement Account Plan. You will have the right to name a
beneficiary to receive any benefits that may become payable
under this paragraph on your death, by filing a written
notice with the Company on a form prescribed by it. If you
fail to designate a beneficiary, any unpaid benefits due
will be paid to your estate.
6A. Method of Payment of Accounts. Prior to
August 31, 1999, you will irrevocably specify the
method of payment for the Account to be made upon the
occurrence of a Maturity Date. The available methods
include:
(a) a single lump sum payment as soon as practical
after the Maturity Date,
(b) a single lump sum payment to be made as of the
last day of the month in which the Applicable
Investment Credit is determined for the year
following the year in which the Maturity Date
occurs,
(c) payment over a ten-year period starting with
1/10th of the total amount credited to the Account
as of the first business day of the April
following the occurrence of the Maturity Date, and
as of the first business day of each April
thereafter, that fraction of the total remaining
amount in the Account of which the numerator is 1
and the denominator is the total remaining
installments to be paid, or
(d) payment over a five-year period (calculated in the
same fashion as provided in subparagraph (c)
above, but substituting 1/5th for "1/10th" and
"five" for "ten" wherever the same appears).
If you should die before all payments have been
made under the selected method, the remaining payments
shall be paid to your beneficiary for the balance of
the applicable ten or five year period, or under the
lump sum method, if that was in effect. If the last
beneficiary should die before receiving the full amount
due, then any balance remaining shall be paid in a
single lump sum to the estate of such beneficiary
within six months after the Company has been notified
of such death. Notwithstanding the above provisions,
at the time of a Maturity Date you may make a written
request to the Chairman of the Board for a single sum
payment of the entire Account balance as soon as
practical after such Maturity Date. The Chairman, in
his sole and absolute discretion, may grant or deny
such request."
If you are in agreement with the proposed changes to your
Employment Letter, please indicate your consent in the space
provided below on the enclosed duplicate of this letter and
return one fully signed copy to me.
Very truly yours,
/s/ Richard R. Grigg
_______________________________
Richard R. Grigg
President and COO
I agree to the provisions set forth above.
Dated August 3, 1999.
/s/ Michael B. Sellman
__________________________
Michael B. Sellman