EXHIBIT 10.41
SEVERANCE AGREEMENT AND RELEASE
This SEVERANCE AGREEMENT AND RELEASE ("Agreement") is
entered into by and among ALLIANT ENERGY CORPORATION ("Alliant
Energy"), American Transmission Company, LLC ("ATC"),
(collectively referred to as the "Companies"), and John Ebright
("Ebright").
NOW, THEREFORE, in consideration for the mutual promises set
forth herein, the parties agree as follows:
1. Severance. Ebright's employment with the Companies will terminate
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effective March 31, 2001 ("Severance Date"). Ebright shall receive his current
salary and benefits through the Severance Date. Except as expressly provided
herein, all obligations of the Companies to Ebright will terminate as of the
Severance Date. Ebright agrees to cooperate in the transition at the Companies
as necessitated by his severance, will make himself available for reasonable
questions from representatives of the Companies to aid in the transition, and
will cooperate in turning over his files to successor employees.
2. Severance Benefits. In consideration for the release set forth in
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Paragraph 5 of this Agreement, the Companies will pay to Ebright the total sum
of $330,000 base salary and $99,000 incentive pay, subject to appropriate
federal and state withholdings. This sum represents twenty-four (24) months of
pay at Ebright's base salary plus two years' target incentive compensation.
Payment to employee shall be made within fifteen days following March 31, 2001.
3. Outplacement Services. In further consideration for the release set
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forth in Paragraph 5 of this Agreement, Ebright will be eligible to receive up
to nine (9) months of outplacement services through a provider of the Companies'
choice.
4. Other Benefits. Ebright will cease to be eligible to participate under
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any stock option, bonus, equity, incentive compensation, medical, dental, life
insurance, retirement, pension, and other compensation or benefit plans of the
Companies following the Severance Date in accordance with the terms of those
plans, except as set forth below. Thereafter, Ebright will have no rights under
such plans, except as follows:
a. Ebright will retain any vested rights under all qualified
retirement plans of the Companies in which Ebright is a
participant and all rights associated with such
benefits, as determined by the official terms of those
plans.
b. All vested stock options held by Ebright as of the Severance
Date may be exercised in accordance with the official
terms of any stock option plan in which Ebright is a
participant. All options not vested as of the
Severance Date shall be forfeited.
c. Ebright may elect continued coverage under a medical plan
and/or dental plan of the Companies in which he
participates, in accordance with federal COBRA
provisions, for up to 18 months. If Ebright elects
such continued coverage, the Companies will pay for 18
months of COBRA coverage.
5. Release. In exchange for the promises made by the
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Companies contained in this Agreement, Ebright hereby releases
and forever discharges the Companies and their respective
subsidiaries, affiliates, agents, employees, officers, directors,
shareholders, partners, successors, and assigns from all claims,
liabilities, demands and causes of action whether known or
unknown, fixed or contingent, arising out of or in any way
connected with Ebright's employment with the Companies or the
termination thereof. This Agreement includes, but is not limited
to, all matters in law, in equity, in contract, or in tort,
pursuant to statute, including any claim for discrimination
arising under the Age Discrimination in Employment Act, Title VII
of the Civil Rights Act of 1964, the Americans with Disabilities
Act, or any other applicable federal, state, or local law or
ordinance. This agreement does not apply to any claim or rights
that may arise under the Age Discrimination in Employment Act
after the date this Agreement is executed.
It is expressly agreed Ebright will not institute, cause to
be instituted, prosecute, or take any award of money or other
damages from any action, lawsuit, complaint, or proceeding
against the Companies which relates to, or arises out of,
Ebright's employment with the Companies or the termination
thereof; provided, however, that this provision shall not
prohibit either party from taking such steps as are necessary to
enforce the terms and conditions of this Agreement.
6. Proprietary and Confidential Information. Ebright
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agrees to hold in strictest of confidence, and not use to compete
with the Companies or disclose to anyone except as expressly
authorized in writing by the Companies, any proprietary or
confidential information of the Companies or other information
and data pertaining to the activities and operations of the
Companies and not made available to the general public by the
Companies or with the Companies' consent. Proprietary and
confidential information includes, but is not limited to, trade
secrets, information relating to the business, financial, legal,
and personnel matters of the Companies, information relating to
the internal operations of the Companies such as operations
methods, equipment, and quality control procedures, information
relating to development projects, all technical information,
information relating to actual or potential customers or
suppliers, marketing plans, price and cost data, and proprietary
information of other companies or individuals which has been
disclosed to the Companies under a requirement of secrecy.
Proprietary and confidential information may or may not be in
documentary form and includes computer software programs,
drawings, plans, letters, and databases.
This obligation shall remain in effect for so long as
Ebright has knowledge or possession of information that remains
confidential and secret. Ebright shall promptly return to the
Companies, and not deliver to anyone else, all documents and
materials containing proprietary and confidential information,
including the original and all copies and summaries of such
documents and materials. Ebright shall not keep any copies or
make or retain any abstracts or notes of such information.
7. Repayment of Severance Benefits. The parties
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acknowledge that if Ebright is rehired by the Companies or one of
their respective subsidiaries or affiliates within a period of
time which is less than the number of months of severance pay
received by him, Ebright will be required to repay a portion of
the severance pay to be calculated based on the number of months
of severance pay received by Ebright less the number of days he
was separated from the Companies.
8. Deductions. Ebright agrees that any money which he
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owes the Companies as the result of credit card charges, personal
advances, or other similar items will be deducted from his
paycheck or from any severance payments made under this Severance
Agreement and Release.
9. Voluntary Agreement; Advice of Counsel; 21-Day Period.
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Ebright acknowledges and states that:
a. He has read this Agreement, understands its legal and
binding effect, and is acting voluntarily and freely in
executing this Agreement.
b. He has had an opportunity to seek, and was advised in
writing to seek, legal counsel prior to signing this
Agreement.
c. He was given at least 21 days to consider the terms of
this Agreement prior to signing it.
10. Revocation. Ebright and the Companies expressly agree
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that Ebright has the right to revoke this Agreement by informing
Tom Walker of his intent to revoke this Agreement within 7
calendar days after he signs it, and that this Agreement shall
not become effective or enforceable if revoked. Any revocation,
however, does not affect Ebright's separation from employment
effective as of the Severance Date set forth in Paragraph 1.
11. Choice of Law. This Agreement shall be construed under
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the laws of the State of Wisconsin. In the event of any
necessary action, the prevailing party shall be entitled to
reasonable costs and attorneys' fees as the court may adjudge
reasonable.
12. Binding Effect. This Agreement shall inure to the
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benefit of and is binding upon the parties hereto and their
respective heirs, executors, estates, personal representatives,
legal representatives, parents, subsidiaries, affiliates,
successors, and assigns.
13. Confidential Agreement. Ebright agrees to keep the
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nature, terms, and conditions of this Agreement confidential,
except that he may share information concerning the Agreement
with his spouse, legal counsel, and tax advisors. Ebright agrees
to instruct all individuals who may be informed of the nature,
terms, and conditions of this Agreement, of the confidential
nature of this Agreement and to obtain a pledge from those
individuals to maintain confidentiality.
14. Entire Agreement. This Agreement contains the entire
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agreement between Ebright and the parties, and there are no other
understandings or terms, either express or implied. This
Agreement shall be amended only by a written agreement signed by
all parties. Ebright agrees that this Agreement supersedes and
satisfies all agreements and obligations previously entered into
between him and the Companies, including, but not limited to, the
December 15, 1999 letter agreement between Ebright and Alliant
Energy Corporation.
15. Severability. If any provision of this Agreement is
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held invalid or unenforceable, the remainder of this Agreement
shall remain in full force and effect. If any provision is held
invalid or unenforceable with respect to particular
circumstances, it shall nevertheless remain in full force and
effect in all other circumstances.
I HAVE CAREFULLY READ THIS AGREEMENT. I HAVE BEEN ADVISED
IN WRITING TO TAKE THIS AGREEMENT TO AN ATTORNEY OF MY CHOOSING
FOR REVIEW AND EXPLANATION. I FULLY UNDERSTAND THE BINDING
EFFECT OF THIS AGREEMENT AND THAT IT CONTAINS A VOLUNTARY RELEASE
OF ALL KNOWN AND UNKNOWN CLAIMS RELATING TO OR ARISING OUT OF
EMPLOYMENT WITH THE COMPANIES OR THE TERMINATION OF THAT
EMPLOYMENT. I AM SIGNING THIS AGREEMENT VOLUNTARILY AND WITH THE
FULL INTENT OF RELEASING THE COMPANIES FROM ALL CLAIMS RELATING
TO OR ARISING OUT OF MY EMPLOYMENT OR THE TERMINATION OF THAT
EMPLOYMENT.
Date: By:
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John Ebright
ALLIANT ENERGY CORPORATION
Date: By:
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Tom Walker
AMERICAN TRANSMISSION COMPANY, LLC
Date: By:
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Jose Delgado