Exhibit 10(d) 57
ADDENDUM TO EMPLOYMENT AGREEMENT
FOR J. L. DONNELLY, CHAIRMAN OF THE BOARD,
GULF STATES UTILITIES COMPANY
There presently exists an Employment Agreement by and
between Gulf States Utilities Company (Gulf States) and Joseph L.
Donnelly (Donnelly) effective as of February 12, 1992. Upon the
retirement or termination of employment by prior Chief Executive
Officers of Gulf States it has been the practice to enter into
agreements stipulating the understanding of the parties regarding
the application of their respective employment agreements.
Consistent with such past practice and in anticipation of the
retirement of Donnelly, Gulf States and Donnelly hereby stipulate
and agree as follows:
I.
It is presently expected that the business combination
between Gulf States and Entergy Corporation will be consummated
on December 31, 1993 or as soon thereafter as practicable. Gulf
States and Donnelly agree that Donnelly shall resign as Chairman
of the Board of Directors, President, Chief Executive Officer and
Director of Gulf States on the third business day following the
consummation of such business combination. By doing so, Donnelly
does not waive his entitlement under the Agreement and Plan of
Reorganization dated as of June 5, 1992 between Entergy
Corporation and Gulf States (Reorganization Agreement) to become
Vice Chairman and Director of Entergy Corporation. Further,
resignation from such Gulf States' offices prior to April 1,
1994, shall not constitute retirement as an employee of Gulf
States. If the business combination is consummated prior to April
1, 1994, which is Donnelly's normal retirement date, Donnelly
shall retire as of April 1, 1994. Until such retirement, if the
business combination has been consummated he shall be on leave of
absence from and after the date of consummation and will continue
to be paid at the salary rate of $37,500.00 per month until April
1, 1994. Upon retirement he shall also be entitled to receive
compensation for one month's unused vacation. If the business
combination is not consummated prior to April 1, 1994, then
Donnelly's continued position as Chairman, President, CEO,
Director and employee of Gulf States shall be at the pleasure of
the Board of Directors of Gulf States.
II.
Pursuant to Paragraph 3. of the Employment Agreement, Gulf
States hereby sets Donnelly's annual base salary as $450,000.00
effective December 15, 1993.
III.
For purposes of stipulating the level of annual retirement
benefit which Gulf States is obligated to assure Donnelly under
Paragraph 5 of the Employment Agreement, Gulf States and Donnelly
hereby agree that the annual retirement benefit so assured under
such Paragraph 5 shall be $248,868.00, and his widow's pension
benefit as survivor under Paragraph 5 shall be 50% of such
amount. Such assured benefit shall be offset by Social Security
retirement benefits only if and to the extent he is eligible to
draw such benefits at the time.
IV.
The Employment Agreement has assured Donnelly personal
financial planning services up to $15,000.00 of fees per year.
Having previously agreed that the $15,000.00 annual allowance for
1992 could be carried over and agreement hereby that the 1993
allowance may be carried over, Gulf States agrees that an
aggregate of $45,000.00 of reimbursement of such personal
financial planning service fees shall be paid by the Company for
Donnelly as incurred from and after September 1, 1993. In
addition, Gulf States agrees to provide up to an additional
$5,000 per year for a period of five years commencing with tax
year 1994 to reimburse Donnelly for income tax preparation
services.
V.
Gulf States has previously provided Donnelly with an alarm
and security lighting system service in his home and a portable
emergency cellular phone. In recognition of his continued
exposure to risks, Gulf States hereby agrees to continue to
provide such services at its expense for a period of four (4)
years from and after the consummation of the business combination
with Entergy Corporation. Gulf States releases any and all claims
and interests in and to such security system and phone effective
as of the end of such four (4) years.
VI.
Paragraph 7 of the Employment Agreement provides for a death
benefit. Donnelly hereby elects and Gulf States agrees to have
such benefit provided in the form of a life insurance policy if
available at a standard rated premium.
VII.
It has been customary with previous retiring CEO's for Gulf
States to provide them an appropriate office and, on an "as
available basis", secretarial assistance. In lieu thereof, Gulf
States agrees to make a lump sum payment to Donnelly of
$28,125.00 on the first to occur of the consummation of the
business combination or April 1, 1994.
VIII.
As provided in the Employment Agreement, Donnelly shall be
entitled to all other benefits to which he is entitled under
other plans and programs of Gulf States. Without in anyway
limiting such entitlements, Gulf States acknowledges and agrees
that it is obligated to pay Donnelly the sum of $31,203.00 per
year commencing January 1, 1995 and each January 1st thereafter
through January 1, 2009 under the Nonemployee Directors and
Designated Key Employees plan (Clark/Bardes). Further Gulf States
acknowledges and agrees that it is obligated to provide Donnelly
with post-retirement health benefits-for himself and his wife
during his lifetime in accordance with the post-retirement health
benefit program for retired Gulf States employees in effect
during 1993. If he elects coverage for dependents other than his
wife, he shall bear the additional premium cost thereof.
IX.
This addendum is not intended to supersede or replace
Donnelly's Employment Agreement dated February 12, 1992, and is
merely intended to clarify and supplement the provisions thereof,
which shall remain in full force and effect.
Dated: December 22, 1993 GULF STATES UTILITIES CO.
By: /s/ Paul W. Murrill
Chairman of the
Executive Committee of
the Board of Directors
By: /s/ Sam F. Segner
Chairman of Compensation
Committee of the
Board of Directors
/s/ Joseph L. Donnelly
Joseph L. Donnelly