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Exhibit 10-BD
EMPLOYMENT AGREEMENT AMENDMENT
This Amendment, dated as of the 17th day of January, 1996, is made to the
Employment Agreement (the "Agreement") dated the 15th day of March, 1995, by
and between OLIVER G. RICHARD, III (the "Executive") and THE COLUMBIA GAS
SYSTEM, INC. (the "Company").
W I T N E S S E T H:
WHEREAS, the Company and the Executive entered into the Agreement to
secure the services of the Executive as the Company's Chairman, Chief Executive
Officer and President; and WHEREAS, the Company and the Executive wish to amend
the Agreement;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby mutually acknowledged, the Company and the Executive hereby
agree, as follows:
1. The following provision shall be added to Section 2 of the Agreement
as a new paragraph (e):
"(e) Restricted Stock.
(i) Subject to receipt of shareholder approval at
the Company's 1996 Annual Meeting and any necessary
regulatory approval, the Company shall issue to the
Executive shares of Company Common Stock subject to
forfeiture as described in this paragraph (e) (said
shares to be issued under this paragraph (e) being
called "Restricted Stock") under a long term incentive
plan (the "LTIP") established by the Company.
(ii) The Restricted Stock shall be issued within
10 business days after the later of the date of receipt
of regulatory approval or shareholder approval.
(iii) The number of shares of Restricted Stock to
be issued to the Executive under this paragraph (e)
shall equal the number (rounded up to the next whole
share) determined by dividing $1,450,000 by the Pair
Market Value (as defined in Section 2(d))of Company
Common Stock on the last trading day prior to the date
of issuance.
(iv) The Restricted Stock shall be subject to the
following vesting schedule (the "Vesting Schedule"):
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Shares Released Date
20% January 2, 1997
25% of remaining January 2, 1998
1/3 of remaining January 4, 1999
50% of remaining January 3, 2000
100% of remaining January 2, 2001
The number of shares to be released shall be rounded up in each
instance to the next whole share. (Shares of Restricted Stock
released under this clause (iv) or clause (v) of this paragraph shall
no longer be considered Restricted Stock for purposes of this
Agreement.)
(v) If the Executive's employment with the Company is
terminated for any reason set forth in paragraph (a), (b),
(c), (d) or (e) of Section 7 of this Agreement, the
remaining shares of Restricted Stock shall be released on
the actual date of employment termination.
(vi) If the executive's employment in terminated for
any reason other than as specified in clause (v) of this
paragraph, the Executive shall forfeit all remaining shares
of Restricted Stock.
(vii) The Executive may not sell, pledge, assign or
transfer the shares of Restricted Stock. However, the
Executive shall receive all dividends as declared on
Restricted Stock and may exercise voting and other rights of
stock ownership of the Restricted Stock.
(viii) If necessary regulatory or shareholder approval is
not obtained, as aforesaid, in lieu of issuance of
Restricted Stock the Executive shall be entitled to a bonus,
to be determined and paid as follows:
The bonus first shall be calculated by
determining the number of shares which would
have been issued as Restricted Stock in
clause (iii) of this paragraph (the date of
determination of the Fair Market Value of
Company Common Stock being the first trading
day following the earlier of the date of
regulatory or shareholder action constituting
disapproval of the LTIP). On each date
specified in the Vesting Schedule on which
the Executive is still employed by the
Company, the Executive shall be paid a bonus
equal to the number of shares which would
have been released on such date multiplied
by the average of the Fair Market Value of
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Company Common Stock on the last five trading
days of the preceding calendar year. In
addition, if the Executive's employment is
terminated for any reason set forth in
paragraph (a), (b), (c), (d) or (e) of
Section 7 of this Agreement, the Company
shall pay to the Executive as promptly as
possible after said termination
a bonus equal
to an amount determined by multiplying the
combined remaining number of shares to be
released in the Vesting Schedule (assuming
the release of shares in lieu of which the
Executive received a bonus under this clause
(viii)) by the Fair Market Value of the
Company Common Stock on the last trading date
prior to the date of termination."
2. Paragraph 2(d) of the Agreement shall be amended by deleting
the last sentence thereof and adding the following provision:
"In the event that thirty days after the Company's discharge
from bankruptcy ("Day 30") the Company is unable to grant
such option" under any Company stock option plan, such
options shall be granted with an exercise price equal to the
"Fair Market Value," as defined herein, of the Company stock
on the date of grant under a stock option plan adopted by
the Board of Directors and receiving all necessary
shareholder and regulatory approvals, and, at the time when
such stock options can be granted, the Executive shall
receive a cash payment equal to the excess, if any, of the
aggregate exercise price of such stock options as granted,
over the Fair Market Value of 100,000 shares of the
Company's Common Stock on Day 30. If required regulatory or
shareholder approval is not obtained for the issuance of the
options (or the underlying stock), in lieu of issuance of
the options, the Executive shall be entitled to a bonus to
be determined and paid as follows:
(i) on the first anniversary of the date the Company
is discharged from bankruptcy, if the Executive is
employed by the Company on such date, a bonus shall be
paid equal to the amount, if a positive number,
determined by multiplying 50,000 times (x) the Fair
Market Value of the Company's Common Stock on such
first anniversary date less (y) said Fair Market Value
on Day 30;
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(ii) on the second anniversary of the date the Company
is discharged from bankruptcy, if the Executive is
employed by the Company on such date, a bonus shall be
paid equal to the amount, if a positive number,
determined by multiplying 50,000 times (x) the Fair
Market Value of the Company's Common Stock on such
second anniversary date less (y) said Fair Market Value
on Day 30.
Fair Market Value, as used in this Agreement, on any date
shall be the average of the high and low sales prices on the
New York Stock Exchange for such date.
3. It is mutually agreed that the Agreement shall be and remain in full
force and effect except only as the same is specifically modified hereby. All
covenants, terms, obligations and conditions of the Agreement, not changed by
this Amendment, are hereby ratified and confirmed.
4. All the provisions of the Agreement not specifically mentioned in this
Amendment shall be considered modified to the extent necessary to be consistent
with the changes made in this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement as of the date first set forth above.
THE COLUMBIA GAS SYSTEM, INC.
By: /s/ James R. Thomas II
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Chairman of Compensation Committee
[Corporate Seal]
Attested:
/s/ Carolyn M. Afsher
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/s/ Oliver G. Richard III
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OLIVER G. RICHARD, III