Exhibit 10.90
EMPLOYMENT AGREEMENT
This Agreement, effective as of September 15, 1994, is made
between Yankee Gas Services Company ("Yankee Gas") and Yankee
Energy System, Inc. ("YES"), Connecticut corporations, and Branko
Terzic (the "Executive").
WHEREAS, YES is a public utility holding company which owns
all of the outstanding common stock of Yankee Gas; and
WHEREAS, the Executive possesses an intimate knowledge of
the business industry in which Yankee Gas and YES operate and
therefore is expected to contribute substantially to the
financial well-being and prospects of those corporations; and
WHEREAS, the Board of Directors of Yankee Gas and YES
(collectively, the "Boards," and individually, as applicable, the
"Board") consider the services of the Executive to be essential
to the success of Yankee Gas as a natural gas distribution
company and therefore consider the employment of the Executive to
be in the best interests of Yankee Gas and YES; and
WHEREAS, the Boards believe it is necessary that Yankee Gas
and YES be able to rely upon the Executive to continue in his
position, and that they be able to receive and rely upon his
advice, if they request it, as to the best interests of Yankee
Gas, YES and YES' shareholders, without concern that he might be
distracted by the personal uncertainties and risks that arise
should a Change of Control (as defined in Section 3) be pending
or threatened; and
WHEREAS, the Boards desire that Yankee Gas and YES be
assured of the continued dedication of the Executive and the
availability of his advice and counsel notwithstanding the
possibility, threat or occurrence of a Change of Control; and
WHEREAS, the Executive is willing to serve Yankee Gas and
YES as an officer and employee thereof as hereinafter provided;
NOW, THEREFORE, the parties hereby agree as follows:
1. Employment. YES hereby agrees to appoint the Executive
as an officer of YES, Yankee Gas hereby agrees to employ the
Executive and the Executive hereby agrees to serve Yankee Gas and
YES for the Employment Period, as defined below, on the terms and
conditions set forth herein. For purposes of this Agreement, the
terms "employ" and "employment" shall be deemed to refer to both
the employment of the Executive by Yankee Gas and the status of
the Executive as an officer of YES and any of its other
subsidiaries.
2. Term. The "Initial Employment Period" of the Executive
hereunder is the period commencing September 15, 1994 through
December 31, 1994. The "Employment Period" of the Executive
thereafter is the annual period commencing as of January 1 and
ending at midnight on December 31, unless sooner terminated as
provided herein. The Employment Period shall be automatically
extended for successive one year periods unless either party
shall have notified the other in writing by December 15 of any
year of its intent to terminate this Agreement, such termination
to be effective at midnight on December 31 of the year in which
notice is given. Notwithstanding the foregoing, if a Change of
Control occurs during the Employment Period, said Employment
Period shall be automatically extended to December 31 of the year
following the Change of Control Effective Date (as defined in
Section 3).
3. Change of Control. For the purposes of this Agreement,
a "Change of Control" shall be deemed to have taken place if: (i)
a third person, including a "person" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange
Act"), becomes the beneficial owner (as defined in Rule 13d-3
under the Exchange Act) directly or indirectly, of securities of
YES representing twenty-five percent (25%) or more of the total
number of votes that may be cast for the election of the
directors of YES; or (ii) as the result of, or in connection
with, any tender or exchange offer, merger, consolidation or
other business combination, sale of assets or one or more
contested elections, or any combination of the foregoing
transactions (a "Transaction") the persons who were directors of
Yankee Gas or YES immediately prior to the Transaction shall
cease to constitute a majority of the Board of Directors of
Yankee Gas or of YES or of any successor to Yankee Gas or YES.
The "Change of Control Effective Date" shall be the date on which
such Change of Control becomes effective.
4. Duties. The Executive shall serve as President and
Chief Operating Officer of Yankee Gas, YES and its other
subsidiaries, shall have the authority and responsibilities
outlined in Appendix A and shall have such other authority and
responsibility as the respective Boards may from time to time
determine (hereinafter the "duties"), provided, however, that
such duties are consistent with the Executive's position as an
executive officer. The Executive agrees to perform the duties so
assigned in an efficient and competent manner and to devote his
skills and best efforts to the business and affairs of Yankee
Gas, YES and its other subsidiaries. The Executive shall devote
substantially all his working time and efforts to the business
and affairs of Yankee Gas, YES and their affiliates and may not
accept other employment which, in the opinion of the YES Board,
could diminish or compromise the service of the Executive to
Yankee Gas or YES.
5. Compensation and Related Matters. For the services
provided hereunder, Yankee Gas shall provide to the Executive the
following compensation:
(a) Base Salary. For the first year of the Employment
Period, the Executive shall receive a base annual salary ("Base
Salary") of at least $250,000 payable in equal monthly
installments. The YES Board shall conduct annually a review of
the Executive's performance hereunder at which time the YES Board
shall consider the appropriateness of the Executive's Base
Salary, and any revision to such salary shall be effective at the
discretion of the YES Board. Any increase in Base Salary or
other compensation granted by the YES Board or any of its
committees shall in no way limit or reduce any other obligation
of Yankee Gas or YES hereunder and, once established at an
increased specified rate, the Executive's Base Salary hereunder
shall not be thereafter reduced except for cause.
(b) Incentive Compensation. In addition to Base
Salary, Yankee Gas will include the Executive in such incentive
compensation plans (hereinafter "incentive compensation") then
made available by Yankee Gas to its executive officers.
(c) Signing Bonus. The Executive will receive a
signing bonus of $25,000 effective in a lump sum payment on
September 1, 1994.
(d) Stock. (a) The Executive shall receive an award
of 4,000 shares of restricted common stock of YES which shall
vest over five years commencing at the rate of 10 percent for
year 1; 15 percent for year 2; and 25 percent in years three,
four and five. (b) The Executive shall receive non-qualified
stock options for 10,000 shares of YES common stock effective
September 15, 1994, at the market price of $21-3/8 per share,
which price is equal to the fair market value of a share of YES
stock as of the close of business on September 15, 1994, which
shall vest in increments of 20 percent over the next five years.
Said options shall expire at the end of ten years. The
restricted stock awards and option are subject to the terms and
conditions of the Long-Term Incentive Compensation Plan and the
Stock Option Agreement, copies of which have been provided to the
Executive.
(e) Retirement and Excess Benefit Plans. The
Executive shall be entitled to participate in or receive benefits
under the YES Retirement Plan and the Excess Benefit Plan and
shall receive accelerated vesting thereunder as follows: For the
first five years of service, each year worked will be credited as
two years of service.
(f) Other Benefits. The Executive shall be entitled
to participate in or receive benefits under each retirement or
compensation plan, savings or profit-sharing plan, insurance
plan, medical plan, dental plan, accident plan or any other
employee benefit plan or arrangement made available by Yankee Gas
to its executive officers or other employees (hereinafter,
collectively, "other benefits"), subject to and on a basis
consistent with the terms, conditions and overall administration
of each such plan or arrangement, provided that, in no event
shall any such plan or arrangement provide the Executive, after
the Change of Control Effective Date, with other benefits, in
each case, less favorable, in the aggregate, than the most
favorable of those provided by YES and its affiliated companies
for the Executive under such plans or arrangements in effect at
any time during the 90-day period immediately preceding the
Change of Control Effective Date. Nothing paid to the Executive
under any plan or arrangement shall be deemed to be in lieu of
the salary payable to the Executive pursuant to Subsection (a) of
this Section. Any payments or benefits payable to the Executive
hereunder in respect of any calendar year during which the
Executive is employed by Yankee Gas for less than the entire such
year shall, unless otherwise provided in the applicable plan or
arrangement, be prorated in accordance with the number of days in
such calendar year during which he is so employed.
(g) Vacation. The Executive shall be entitled to no
less than four weeks of paid vacation annually and those paid
holidays allowed in accordance with the policies of Yankee Gas
then in effect.
(h) Expenses. Yankee Gas shall reimburse the
Executive promptly for reasonable expenses incurred by him in
accordance with the policies and procedures of Yankee Gas for its
executive officers in performing services hereunder, provided
that Yankee Gas may require an accounting therefor in accordance
with Yankee Gas policy.
6. Unauthorized Disclosure. (a) During the term of his
employment hereunder, the Executive shall not, without the
written consent of the Boards or a person authorized thereby,
disclose to any person, other than an officer or employee of YES
or any of its affiliates or a person to whom disclosure is
reasonably necessary or appropriate in connection with the
performance by the Executive of his duties as an executive
officer of Yankee Gas and YES, any material confidential
information obtained by him through YES or any of its affiliates
with respect to their business or affairs, including, without
limitation, business strategies, volumes of sales, customers,
methods of distribution and sources or prices of supply, the
disclosures of which he knows or should reasonably be expected to
know will be materially damaging to YES or any of its affiliates;
provided, however, that "confidential information" shall not
include information known generally to the public (other than as
a result of unauthorized disclosure by the Executive) or any
information of a type not otherwise considered confidential by
persons engaged in the same business or a business similar to
that conducted by YES or any of its affiliates. For the period
ending two years following the termination of employment
hereunder, the Executive shall not, without the prior written
consent of YES, disclose any confidential information of the type
described above to anyone other than YES or any of its
affiliates, and those designated by YES.
(b) The foregoing provisions of this Section 6 shall be
binding upon the Executive's heirs, successors and legal
representatives.
7. Termination. (a) The employment of the Executive
under this Agreement may be terminated only in the following
circumstances:
(i) Upon death of the Executive;
(ii) By Yankee Gas or YES, in the event of the
disability of the Executive pursuant to Subsection (b) of this
Section;
(iii) By Yankee Gas or YES, pursuant to Subsection
(c) of this Section for Cause, as defined in such Subsection;
(iv) By Yankee Gas or YES, in the event of a
material breach of this Agreement by the Executive;
(v) By the Executive after the Change of Control
Effective Date, for Good Reason, as such term is defined in
Subsection (d) of this Section;
(vi) By the Executive, upon a material breach of this
Agreement by Yankee Gas or YES; or
(vii) Upon the mutual agreement of the Executive
and Yankee Gas and YES to terminate the Agreement.
(b) Disability. Except as otherwise provided by law,
if, as a result of the Executive's incapacity due to physical or
mental illness, the Executive shall have been absent from his
duties hereunder on a full-time basis for 180 substantially
consecutive calendar days, and within 30 days after written
Notice of Termination (as defined in Subsection (e) of this
Section) is given to the Executive (which may occur before or
after the end of such 180-day period) he shall not have returned
to the performance of his duties hereunder on a full-time basis,
Yankee Gas and YES may terminate the Executive's employment
hereunder. Such incapacity shall be determined by a physician
selected by YES or its insurers and acceptable to the Executive
or the Executive's legal representative (which agreement as to
acceptability shall not be unreasonably withheld.)
(c) Cause. For the purposes of this Agreement, the
term "Cause" shall mean (i) the failure of the Executive to
substantially perform his duties with Yankee Gas or YES (other
than such failure resulting from his incapacity due to physical
or mental illness) after written demand for substantial
performance is delivered to the Executive by Yankee Gas or YES
specifying the manner in which Yankee Gas or YES believes the
Executive has not substantially performed his duties, or (ii) the
engagement by the Executive in misconduct which is materially
injurious to Yankee Gas or YES or its affiliates.
Notwithstanding the foregoing, YES shall not terminate this
Agreement unless and until the Executive shall receive a copy of
a resolution of the YES Board stating that, in the good faith
opinion of directors holding three-quarters of the directorships
of such Board, such Cause exists and specifying the particulars
thereof. There shall be no monetary liability on the part of,
and no cause of action shall arise against, Yankee Gas, YES or
any director of Yankee Gas or YES, or any person who provides
information to either Board, for any good faith act taken in
connection with the making of any determination hereunder.
(d) Good Reason. For purposes of this Agreement,
"Good Reason" means: (i) Material diminishment of the Executive's
authority, duties or responsibilities as contemplated by Section
4 of this Agreement relative to those in effect at any time
during the 90-day period immediately preceding the Change of
Control Effective Date, or any other action by Yankee Gas or YES
which results in a material diminution in such authority, duties
or responsibilities, excluding for this purpose an isolated,
insubstantial and inadvertent action not taken in bad faith and
which is remedied by Yankee Gas or YES promptly after receipt of
written notice thereof given by the Executive; (ii) any failure
by Yankee Gas or YES to comply with any of the provisions
contemplated by Section 5 of this Agreement or the failure by
Yankee Gas or YES to provide the Executive with other benefits at
least as favorable as those in effect at any time during the 90-
day period immediately preceding the Change of Control Effective
Date, other than an isolated, insubstantial and inadvertent
failure not occurring in bad faith and which is remedied by
Yankee Gas or YES promptly after receipt of written notice
thereof given by the Executive; (iii) any purported termination
by Yankee Gas or YES of the Executive's employment otherwise than
as expressly permitted by this Agreement, or (iv) any failure by
Yankee Gas or YES to comply with and satisfy Section 13 of this
Agreement.
(e) Notice of Termination. Any termination of the
employment of the Executive by Yankee Gas or YES or by the
Executive (other than termination pursuant to Subsection (a)(i)
of this Section) shall be communicated by written Notice of
Termination to the other parties hereto. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provisions in this
Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for
termination of the employment of the Executive under the
provision so indicated. The failure by the Executive to set
forth in the Notice of Termination any fact or circumstance which
contributes to a showing of Good Reason shall not waive any right
of the Executive hereunder or preclude the Executive from
asserting such fact or circumstance in enforcing the Executive's
rights hereunder.
(f) Date of Termination. For the purposes of this
Agreement, "Date of Termination" shall mean (i) if the employment
of the Executive is terminated by death, the date of such death;
(ii) if the employment of the Executive is terminated pursuant to
Subsection (b) of this Section, 30 days after Notice of
Termination is duly given (provided that the Executive shall not
have returned to the performance of his duties on a full-time
basis during such 30-day period); (iii) if the employment of the
Executive is terminated pursuant to Subsection (c) of this
Section, the date specified in the Notice of Termination; and
(iv) if the employment of the Executive is terminated for any
other reason, the date on which a Notice of Termination is duly
given.
8. Compensation Upon Termination. (a) If the Executive's
employment is terminated for any reason, Yankee Gas or YES shall
pay to the Executive or, in the case of death, to the Executive's
estate, the Executive's Base Salary through the Date of
Termination in a lump sum in cash within 30 days of the Date of
Termination, as well as any incentive compensation and other
benefits accrued through the Date of Termination in accordance
with the normal policies of Yankee Gas and YES.
(b) During any period that the Executive fails to
perform his duties hereunder as a result of incapacity due to
physical or mental illness, he shall continue to receive his Base
Salary at the rate then in effect until this Agreement is
terminated pursuant to Section 7(b) hereof.
9. Compensation in the Event of a Change of Control. If a
Change of Control occurs during the term of this Agreement, and
the Executive terminates his employment hereunder pursuant to
Section 7(a)(v) or Yankee Gas, YES or any successor to Yankee Gas
or YES terminates the employment of the Executive after the
Change of Control Effective Date for any reason other than for
death, Disability or Cause as contemplated by Section 7(a)(iii),
the Executive shall receive a lump sum payment in cash equal to
three times the Base Salary then in effect; provided, however,
that retirement at his normal retirement age pursuant to the
retirement policy in effect for executive officers of Yankee Gas
prior to the Change of Control Effective Date shall not
constitute termination by the Executive of his employment
hereunder for the purposes of this Section 9. Such amount shall
be immediately due and payable to the Executive upon such
termination.
10. Certain Additional Payments by Yankee Gas. (a) In the
event it shall be determined that any payment or distribution by
Yankee Gas to or for the benefit of the Executive, whether paid
or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise (a "Payment"), would cause the
Executive to be subject to the excise tax imposed by Section 4999
of the Internal Revenue Code of 1986, as amended (the "Code") (or
any successor thereto) or comparable state or local tax (such
excise taxes, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then
the Executive shall be entitled to receive an additional payment
(a "Gross-Up Payment"). The Gross-Up Payment shall be equal to
the sum of the Excise Tax and all taxes (including any interest
or penalties imposed with respect to such taxes) imposed upon the
Executive as a result of the Gross-Up Payment.
(b) If the Executive determines that a Gross-Up
Payment is required, the Executive shall so notify Yankee Gas in
writing, specifying the amount of Gross-Up Payment required and
details as to the calculation thereof. Yankee Gas shall within
30 days either pay such Gross-Up Payment (net of applicable wage
withholding), to the Executive or furnish an unqualified opinion
from Independent Tax Counsel (as defined below), addressed to the
Executive and Yankee Gas, that there is substantial authority for
the position that no Gross-Up Payment is required. "Independent
Tax Counsel" means a lawyer with expertise in the area of
executive compensation tax law, who shall be selected by the
Executive and shall be reasonably acceptable to Yankee Gas, and
whose fees and disbursements shall be paid by Yankee Gas.
(c) If the Internal Revenue Service or other tax
authority proposes in writing an adjustment to the income tax of
the Executive which would result in a Gross-Up Payment or an
increase in any previously made Gross-Up Payment, the Executive
shall promptly notify Yankee Gas in writing and shall refrain for
at least thirty days after giving such notice, if so permitted by
law, from paying any tax (including interest, penalties and
additions to tax) asserted to be payable as a result of such
proposed adjustment. Before the expiration of such period,
Yankee Gas shall either pay the Gross-Up Payment, or the increase
thereto, or provide an opinion from Independent Tax Counsel to
the Executive and Yankee Gas as to whether it is more likely than
not that the proposed adjustment would be successfully challenged
if the matter were to be litigated. If the opinion provides that
a challenge would be more likely than not to be successful if the
issue were litigated, and Yankee Gas requests in writing that the
Executive contest such proposed adjustment, then the Executive
shall contest the proposed adjustment and shall consult in good
faith with Yankee Gas with respect to the nature of all action to
be taken in furtherance of the contest of such proposed
adjustment; provided that the Executive, after such consultation
with Yankee Gas, shall determine in his sole discretion the
nature of all action to be taken to contest such proposed
adjustment, including (i) whether any such action shall be
initially by way of judicial or administrative proceedings, or
both, (ii) whether any such proposed adjustment shall be
contested by resisting payment thereof or by paying the same and
seeking a refund thereof, and (iii) if the Executive shall
undertake judicial action with respect to such proposed
adjustment, the court or other judicial body before which such
action shall be commenced and the court or other judicial body to
which any appeals should be taken. The Executive agrees to take
appropriate appeals of any judicial decision that would require
Yankee Gas to pay a Gross-Up Payment or an increased Gross-Up
Payment, provided Yankee Gas requests in writing that the
Executive do so and provides an opinion from Independent Tax
Counsel to the Executive and Yankee Gas that it is more likely
than not that the appeal would be successful. The Executive
further agrees to settle, compromise or otherwise terminate a
contest with the Internal Revenue Service or other tax authority
with respect to all or a portion of the proposed adjustment
giving rise to the Gross-Up Payment or increased Gross-Up
Payment, if requested by Yankee Gas in writing to do so at any
time, in which case the Executive shall be entitled to receive
from Yankee Gas the Gross-Up Payment or increase thereof. In no
event shall the Executive compromise or settle all or any portion
of a proposed adjustment which would result in a Gross-Up Payment
without the written consent of Yankee Gas.
The Executive shall not be required to take or continue
any action pursuant to this Section 10(c) unless Yankee Gas
acknowledges its liability under this Agreement in the event that
the Internal Revenue Service or other tax authority prevails in
the contest. Yankee Gas hereby agrees to indemnify the Executive
in a manner reasonably satisfactory to the Executive for any
fees, expenses, penalties, interest or additions to tax which the
Executive may incur as a result of contesting the validity of any
Excise Tax and to pay the Executive promptly upon receipt of a
written demand therefor all costs and expenses which the
Executive may incur in connection with contesting such proposed
adjustment (including reasonable fees and disbursements of
Independent Tax Counsel); provided, however, that Yankee Gas
shall not be required to pay any amount necessary to permit the
Executive's institution of a claim for refund under this Section
10(c).
If the Executive shall have contested any proposed
adjustment as above provided, and for so long as the Executive
shall be required under the terms of this Section 10(c), to
continue such contest, Yankee Gas shall not be required to pay a
Gross-Up Payment until there occurs a Final Determination (as
defined below) of the liability of the Executive for the tax and
interest, penalties and additions to tax asserted to be payable
as a result of such proposed adjustment. A "Final Determination"
shall mean (A) a decision, judgment, decree or other order by any
court of competent jurisdiction, which decision, judgment, decree
or other order has become final after all allowable appeals by
either party to the action have been exhausted, the time for
filing such appeal has expired or Yankee Gas has no right under
the terms hereof to request an appeal, (B) a closing agreement
entered into under Section 7121 of the Code or any other
settlement agreement entered into in connection with an
administrative or judicial proceeding and with the consent of
Yankee Gas, or (C) the expiration of the time for instituting a
claim for refund, or if such claim was filed, the expiration of
the time for instituting suit with respect thereto.
(d) In the event the Executive receives any refund
from the Internal Revenue Service or other tax authority on
account of an overpayment of Excise Tax, and Yankee Gas shall
have paid a Gross-Up Payment to the Executive, such amount and
interest attributable thereto shall be promptly paid by the
Executive to Yankee Gas.
11. Non-Exclusivity of Rights. Nothing in this Agreement
shall prevent or limit the Executive's continuing or future
participation in any benefit, bonus, incentive or other plans,
programs, policies or practices, provided by Yankee Gas or YES
and for which the Executive may qualify, nor shall anything
herein limit or otherwise affect such rights as the Executive may
have under any other agreements with Yankee Gas or YES. Amounts
which are vested benefits or which the Executive is otherwise
entitled to receive under any plan, policy, practice or program
of Yankee Gas or YES at or subsequent to the Date of Termination
shall be payable in accordance with such plan, policy, practice
or program except as explicitly modified by this Agreement.
12. Full Settlement. The obligation of Yankee Gas or YES
to make the payments provided for in this Agreement and otherwise
to perform their obligations hereunder shall not be affected by
any set-off, counterclaim, recoupment, defense or other claim,
right or action which Yankee Gas or YES may have against the
Executive or others. In no event shall the Executive be
obligated to seek other employment or take any other action by
way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement. Yankee Gas or YES agree
to pay, to the full extent permitted by law, all legal fees and
expenses which the Executive may reasonably incur as a result of
any contest (regardless of the outcome thereof) by Yankee Gas or
YES or others of the validity or enforceability of, or liability
under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by the
Executive about the amount of any payment pursuant to Section 10
of this Agreement), plus in each case interest at the applicable
Federal rate provided for in Section 7872(f)(2) of the Code.
13. Assignment. The Executive may not assign, transfer,
pledge or in any way encumber the compensation or other benefits
payable to him or any rights which he may have under this
Agreement. This Agreement shall be assigned or transferred to,
and shall be expressly assumed by and be binding upon, any
successor to Yankee Gas or YES, and any such successor shall be
deemed substituted for all purposes to the rights and obligations
of Yankee Gas or YES, as the case may be, under the terms of this
Agreement.
14. Severability. The provisions of this Agreement are
severable, and if any one or more provisions may be determined to
be invalid or otherwise unenforceable, in whole or in part, the
remaining provisions, and any partially enforceable provision, to
the extent enforceable in any jurisdiction, shall nevertheless be
binding and enforceable.
15. Waiver. The waiver by Yankee Gas, YES or the Executive
of a breach of any provision of this Agreement shall not operate
or be construed as a waiver of any prior or subsequent breach by
any of the parties hereto.
16. Entire Agreement; Amendment. This Agreement contains
the entire agreement between the parties hereto with respect to
the transactions contemplated herein. No amendment or alteration
of terms of this Agreement shall be valid unless made in writing
and signed by both of the parties hereto.
17. Governing Law. This Agreement shall be governed by the
laws of the State of Connecticut.
18. Arbitration. Any controversy, claim or breach arising
out of or relating to this Agreement shall be submitted for
settlement to a panel of three arbitrators. Each party shall
select an arbitrator and the two thus chosen shall select a
third. The decision of a majority of the arbitrators shall be
final and binding on the parties. If the two arbitrators cannot
agree upon a third arbitrator, the American Arbitration
Association will be requested to appoint such an arbitrator.
Such arbitration shall be held in Hartford, Connecticut in
accordance with the rules and practices of the American
Arbitration Association then in effect, and judgment upon the
award rendered may be entered in any court having jurisdiction
thereof.
19. Notices and Communications. Notices and all other
communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered or
three business days after being mailed by United States
registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to Yankee Gas or YES, to:
Yankee Energy System, Inc.
599 Research Parkway
Meriden, CT 06450-1030
Att: Chairman of the Board
If to the Executive, to:
Branko Terzic
c/o Yankee Gas Services Company
599 Research Parkway
Meriden, CT 06450-1030
(Marked "Personal and Confidential")
or to such other address as either party shall furnish to the
other in writing in accordance with this Section.
20. Authorization. This Agreement is executed for and on
behalf of YES by the Chairman of the Board of Directors, and on
behalf of Yankee Gas by the Executive Vice President, both of
whom are duly authorized to do so by resolutions of the Boards,
voting separately, approving this Agreement and authorizing such
execution.
21. Counterparts. This Agreement may be executed in
several counterparts, each one of which shall be deemed to be an
original but all of which together constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed as of the day and year first above written.
YANKEE ENERGY SYSTEM, INC.
By /s/ Philip T. Ashton
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Chairman of the Board of Directors
YANKEE GAS SERVICES COMPANY
By /s/ Charles E. Gooley
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Executive Vice President
By /s/ Branko Terzic
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Executive