July 25, 1997
To the Board of Directors of
Indiana Energy, Inc.
1630 North Meridian Street
Indianapolis, Indiana 46202
Directors:
This letter states the terms and conditions of an agreement
("Employment Agreement") under which I shall continue to be
employed by Indiana Energy, Inc. ("Indiana Energy") or by any
subsidiary, direct or indirect, of Indiana Energy ("Energy
Affiliate") which employment shall be determined by the Board of
Directors of Indiana Energy or an Energy Affiliate. As used
herein the term "each Company" means and refers to Indiana Energy
and each Energy Affiliate separately and the term "Companies"
means and refers to all of them. This Employment Agreement is
entered into by Indiana Energy in consideration of the services
that I will perform for Indiana Energy or to one or more of the
Energy Affiliates.
1. One or more of the Companies shall employ me
on a full time basis commencing October 1, 1997, and
continuing until three (3) years after the date either
the Companies or I shall give written notice to the
other party of the termination of this Employment
Agreement (hereinafter referred to as the "'employment
period"), provided, however, this Employment Agreement
shall be subject to earlier termination upon the first
to occur of any of the events specified in paragraphs
5, 6 and 9 hereof.
2. During the employment period, I shall serve
as President of IEI Investments, Inc. or such other
executive position(s) appropriate to my training,
qualifications and experience, as the Board of
Directors of each Company shall from time to time
determine, and I shall devote my full time and
attention during usual business hours exclusively to
the business of the Companies and any subsidiaries
thereof, except during usual vacation periods. The
services to be performed by me hereunder shall be
primarily within the State of Indiana and my place of
employment shall be at the principal offices of the
Companies in Indianapolis, Indiana.
3. During the employment period, the Companies
shall pay to me compensation, notwithstanding the
particular executive positions held by me, consisting
of an annual aggregate base salary or salaries of at
least $170,000.00 payable in biweekly installments, plus
such additional compensation as may be determined from
time to time by the Board of Directors of Indiana
Energy. Any increases in annual base salary approved
by the Board of Directors of Indiana Energy shall be
added to the minimum annual salary provided for herein.
4. During the employment period, each Company
shall reimburse me for all expenses necessarily and
reasonably incurred by me in connection with the
business of each Company. I shall be eligible to
participate in any profit sharing plan, incentive or
bonus plan, deferred compensation plan, annuity,
pension or other retirement plan, group life insurance
or other insurance plan, medical expenses plan,
restricted stock plan, employee stock option plan and
any other benefit plan maintained and offered by each
Company to its executives.
5. In the event that during the employment
period I am unable for a continuous period of three
months (or for such longer period, not to exceed one
year, as the Board of Directors of each Company in its
sole discretion shall determine) to perform my assigned
duties for each Company because of serious illness or
other incapacity, then this Employment Agreement shall
terminate and, thereafter, I shall be entitled to the
benefits of each Company's then existing disability
program.
6. This Employment Agreement shall terminate in
the event of (a) my death, (b) my voluntary retirement
following at least six (6) months written notice
thereof by me to the Companies or (c) termination of my
employment by the Companies for cause. The term
"cause" shall mean fraud, dishonesty, theft of
corporate assets, other gross misconduct by me or my
violation of any other terms of this Employment
Agreement. Other than as provided in paragraphs 5 and
6 hereof, this Employment Agreement is not terminable
by either of the parties hereto except as provided in
paragraphs 1 and 9 hereof.
7. I shall not at any time during the employment
period acquire a financial interest in or participate
in the operation or management of a business which is
competitive with any activity of the Companies or any
subsidiaries thereof. Nothing contained herein,
however, shall prohibit me from purchasing for
investment stock or other securities of any corporation
whose securities are listed upon any recognized
securities exchange or traded on the Over-The-Counter
market or from making any investment in a non-competing
business or from becoming a director of any corporation
conducting a non-competing business.
8. In the event any of the Companies shall at
any time be merged or consolidated into any other
corporation, or if substantially all of the assets of
any of the Companies are transferred to another
corporation, the provisions of this Employment
Agreement shall be binding upon and inure to the
benefit of the successor corporation. This provision
shall also apply in the event of any subsequent merger,
consolidation or transfer of assets.
9. In the event I elect to terminate my
employment as provided in paragraph 1 of my Amended and
Restated Termination Benefits Agreement ("TBA") with
Indiana Energy within the 30-day "Window Period" as
defined in the TBA, this Employment Agreement shall
terminate and Indiana Energy and I will be fully
discharged from any and all further obligations under
this Employment Agreement, provided, however, Indiana
Energy's obligations under this Employment Agreement
shall not be discharged until such time as all amounts
due to me under the TBA have been paid. In the event
my employment is otherwise terminated and I receive
severance benefits pursuant to the TBA from the Company
as a result of such termination, such TBA benefits
shall be applied on a first dollar basis against the
payments owing to me under this Employment Agreement.
10. This Employment Agreement fulfills Indiana
Energy's and Indiana Gas Company, Inc.'s ("Indiana
Gas") obligation to enter into a three (3) year
employment agreement with me in the circumstances
specified in Paragraph No. 5 of the March 15, 1996
letter agreement by and between Indiana Energy, Indiana
Gas and me. Accordingly, on and after the
effectiveness of this Employment Agreement, Indiana
Energy and Indiana Gas shall have completely discharged
all of their obligations under that March 15, 1996
letter agreement.
11. My rights and benefits hereunder shall not be
subject to voluntary or involuntary assignment or
transfer.
12. This Employment Agreement supersedes any and
all prior Employment Agreements with the Companies.
If this Employment Agreement is acceptable, please sign
where indicated and return an executed counterpart to me.
Very truly yours,
/s/ Carl L. Chapman
Carl L. Chapman
Agreed to and accepted for
Indiana Energy, Inc.
By: /s/ Otto N. Frenzel III
Otto N. Frenzel III
Chairman of
Compensation Committee