As Executed
EMPLOYMENT AGREEMENT
THIS AGREEMENT by and between Interstate Power Company, a
Delaware corporation (the "Company"), and Michael R. Chase (the
"Executive"), dated as of the 21st day of April, 1998.
WHEREAS, the Company, WPL Holdings, Inc. ("WPL Holdings"), IES
Industries Inc., WPLH Acquisition Co. and Interstate Power Company, a
Wisconsin corporation (collectively, the "Merger Parties"), have entered
into an Agreement and Plan of Merger dated as of November 10, 1995, as
amended (the "Merger Agreement"); and
WHEREAS, the Merger Parties wish to provide for the orderly
succession of management of the Company following the Effective Time (as
defined in the Merger Agreement); and
WHEREAS, the Merger Parties further wish to provide for the
employment by the Company of the Executive, and the Executive wishes to
serve the Company, in the capacities and on the terms and conditions set
forth in this Agreement:
NOW, THEREFORE, it is hereby agreed as follows:
1. Employment Period. The Company shall employ the Executive,
and the Executive shall serve the Company as an employee and officer of
the Company, on the terms and conditions set forth in this Agreement, for
the period commencing on the Effective Time and ending on the last day of
the calendar month immediately following the calendar month in which the
Executive attains age 62 (the "Employment Period"). Upon the termination
of the Employment Period the Executive will have the status of a retired
senior executive officer of the Company and shall be entitled to all of
the rights, privileges and benefits provided to such retired officers.
2. Position and Duties.
(a) Title. During the Employment Period, the Executive shall
serve as the President of the Company.
(b) Duties. During the Employment Period, the Executive shall
report to the Board of Directors of the Company (the "Board") and shall
perform the duties, undertake the responsibilities and exercise the
authority customarily performed, undertaken and exercised by persons
situated in a similar executive capacity and shall additionally perform
such duties as may be reasonably assigned from time to time by the Board,
consistent with his status as President. During the Employment Period,
and excluding any periods of vacation and sick leave to which the
Executive is entitled, the Executive shall devote the whole of his
attention and time during normal business hours (and outside those hours
when reasonably necessary to his duties hereunder) to the business and
affairs of the Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive under this Agreement, use the
Executive's reasonable best efforts to carry out such responsibilities
faithfully and efficiently. It shall not be considered a violation of the
foregoing for the Executive to serve on corporate, industry, civic or
charitable boards or committees, so long as such activities do not
significantly interfere with the performance of the Executive's
responsibilities as an employee of the Company in accordance with this
Agreement.
(c) Office. The Executive's services hereunder shall be
performed primarily at the executive offices of the Company located in
Dubuque, Iowa, subject to such business travel as shall be necessary and
appropriate.
3. Compensation.
(a) Base Salary. The Executive's compensation during the
Employment Period shall be determined by the Board upon the recommendation
of the Compensation and Personnel Committee (or the appropriate committee)
of the Board, subject to the next sentence and paragraph (b) of Section 3.
During the Employment Period, the Executive shall receive an annual salary
("Annual Base Salary") of not less than his aggregate annual base salary
from the Company and its affiliates in effect immediately before the
Effective Time. The Annual Base Salary shall be payable in accordance
with the Company's regular payroll practice for its senior executives, as
in effect from time to time. During the Employment Period, the Annual
Base Salary shall be reviewed for possible increase at least annually.
Any increase in the Annual Base Salary shall not limit or reduce any other
obligation of the Company under this Agreement. The Annual Base Salary
shall not be reduced after any such increase, and the term "Annual Base
Salary" shall thereafter refer to the Annual Base Salary as so increased.
(b) Incentive Compensation. During the Employment Period, the
Executive shall participate in such short-term incentive compensation
plans and long-term incentive compensation plans as shall be decided upon
in the discretion of the Compensation Committee of the Board (or other
appropriate committee) (the latter to consist of plans offering stock
options, restricted stock and/or other long-term incentive compensation),
offered by WPL Holdings and its present and future affiliates, to the same
extent as other senior executives of WPL Holdings and its primary
subsidiaries (the "Incentive Compensation").
(c) Other Benefits. In addition, and without limiting the
generality of the foregoing, during the Employment Period and thereafter:
(A) the Executive shall be entitled to participate in all applicable
incentive, savings and retirement plans, practices, policies and programs
of WPL Holdings and its affiliates to the same extent as other senior
executives (or, where applicable, retired senior executives) of the
Company, and (B) the Executive and/or the Executive's family, as the case
may be, shall be eligible for immediate participation in (and without any
limitation for pre-existing conditions), and shall receive all benefits
under, all applicable welfare benefit plans, practices, policies and
programs provided by WPL Holdings and its affiliates, including, without
limitation, medical, prescription, dental, disability, salary continuance,
employee life insurance, accidental death and travel insurance plans and
programs, to the same extent as other senior executives (or, where
applicable, retired senior executives) of the Company; provided, however
that the Executive's aggregate benefits as a retired senior executive
under the plans described in this clause (B) shall not be less than the
benefits provided by the Company to its retired senior executive officers
as of the date of this Agreement.
(d) Perquisites. During the Employment Period, the Executive
shall be entitled to receive such perquisites as WPL Holdings may
establish from time to time which are commensurate with his position and
at least comparable to those received by other senior executives at WPL
Holdings.
(e) Expense Reimbursement. The Company shall reimburse the
Executive for all reasonable and documented expenses incurred by the
Executive in the performance of the Executive's duties under this
Agreement.
(f) Supplemental Retirement Benefit. During the Employment
Period, the Executive shall participate in a retirement plan and/or
supplemental retirement plan such that the aggregate value of the
retirement benefits that will be payable to or with respect to the
Executive at the end of the Employment Period under all defined benefit
plans of the Company and its affiliates (whether qualified or not) will
not be less than the benefits he would have received (assuming his
employment through the end of the Employment Period) under the Interstate
Power Company Retirement Income Plan and the Interstate Power Company
Supplemental Retirement Plan, as in effect on the date of this Agreement.
4. Termination of Employment.
(a) Death or Disability. The Executive's employment shall
terminate automatically upon the Executive's death during the Employment
Period. The Company shall be entitled to terminate the Executive's
employment because of the Executive's Disability during the Employment
Period. "Disability" means that (i) the Executive has been unable, for a
period of one hundred and eighty (180) consecutive business days, to
perform the Executive's duties under this Agreement, as a result of
physical or mental illness or injury, and (ii) a physician selected by the
Company or its insurers, and acceptable to the Executive or the
Executive's legal representative, has determined that the Executive's
incapacity is total and permanent. A termination of the Executive's
employment by the Company for Disability shall be communicated to the
Executive by written notice and shall be effective on the thirtieth (30th)
day after receipt of such notice by the Executive (the "Disability
Effective Date"), unless the Executive returns to full-time performance of
the Executive's duties before the Disability Effective Date.
(b) By the Company. (i) The Company may terminate the
Executive's employment during the Employment Period for Cause or without
Cause. "Cause" means:
A. the willful and continued failure of the Executive
substantially to perform the Executive's duties under this
Agreement (other than as a result of physical or mental illness
or injury), after the Board of Directors of the Company (the
"Board") delivers to the Executive a written demand for
substantial performance that specifically identifies the manner
in which the Board believes that the Executive has not
substantially performed the Executive's duties; or
B. illegal conduct or gross misconduct by the Executive,
in either case that is willful and results in material and
demonstrable damage to the business or reputation of the
Company.
No act or failure to act on the part of the Executive shall be considered
"willful" unless it is done, or omitted to be done, by the Executive in
bad faith or without reasonable belief that the Executive's action or
omission was in the best interests of the Company. Any act or failure to
act that is based upon authority given pursuant to a resolution duly
adopted by the Board, or the advice of counsel for the Company, shall be
conclusively presumed to be done, or omitted to be done, by the Executive
in good faith and in the best interests of the Company.
(ii) A termination of the Executive's employment for Cause
shall be effected in accordance with the following procedures. The
Company shall give the Executive written notice ("Notice of Termination
for Cause") of its intention to terminate the Executive's employment for
Cause, setting forth in reasonable detail the specific conduct of the
Executive that it considers to constitute Cause and the specific
provision(s) of this Agreement on which it relies, and stating the date,
time and place of the Board Meeting for Cause. The "Board Meeting for
Cause" means a meeting of the Board at which the Executive's termination
for Cause will be considered, that takes place not less than ten (10) and
not more than twenty (20) business days after the Executive receives the
Notice of Termination for Cause. The Executive shall be given an
opportunity, together with counsel, to be heard at the Board Meeting for
Cause. The Executive's termination for Cause shall be effective when and
if a resolution is duly adopted at the Board Meeting for Cause by a two-
thirds vote of the entire membership of the Board, excluding employee
directors, stating that in the good faith opinion of the Board, the
Executive is guilty of the conduct described in the Notice of Termination
for Cause, and that conduct constitutes Cause under this Agreement.
(iii) A termination of the Executive's employment without
Cause shall be effected in accordance with the following procedures. The
Company shall give the Executive written notice ("Notice of Termination
Without Cause") of its intention to terminate the Executive's employment
without Cause, stating the date, time and place of the Board Meeting
without Cause. The "Board Meeting without Cause" means a meeting of the
Board at which the Executive's termination without Cause will be
considered, that takes place not less than ten (10) and not more than
twenty (20) business days after the Executive receives the Notice of
Termination without Cause. The Executive shall be given an opportunity,
together with counsel, to be heard at the Board Meeting without Cause.
The Executive's termination without Cause shall be effective when and if a
resolution is duly adopted at the Board Meeting without Cause by a two-
thirds vote of the entire membership of the Board, excluding employee
directors, stating that the Executive is terminated without Cause.
(c) Good Reason. (i) The Executive may terminate employment
for Good Reason or without Good Reason. "Good Reason" means:
A. the assignment to the Executive of any duties
inconsistent in any respect with paragraphs (a) and (b) of
Section 2 of this Agreement, or any other action by the Company
that results in a diminution in the Executive's position,
authority, duties or responsibilities, or a diminution in the
overall importance of the Executive's role to WPL Holdings and
its affiliates, other than an isolated, insubstantial and
inadvertent action that is not taken in bad faith and is
remedied by the Company promptly after receipt of notice thereof
from the Executive;
B. any failure by the Company to comply with any
provision of Section 3 of this Agreement, other than an
isolated, insubstantial and inadvertent failure that is not
taken in bad faith and is remedied by the Company promptly after
receipt of notice thereof from the Executive;
C. any requirement by the Company that the Executive's
services be rendered primarily at a location or locations other
than that provided for in paragraph (c) of Section 2 of this
Agreement;
D. any purported termination of the Executive's
employment by the Company for a reason or in a manner not
expressly permitted by this Agreement;
E. any failure by the Company to comply with paragraph
(c) of Section 11 of this Agreement; or
F. any other substantial breach of this Agreement by the
Company that either is not taken in good faith or is not
remedied by the Company promptly after receipt of notice thereof
from the Executive.
(ii) A termination of employment by the Executive for Good
Reason shall be effectuated by giving the Company written notice ("Notice
of Termination for Good Reason") of the termination within three (3)
months of the event constituting Good Reason, setting forth in reasonable
detail the specific conduct of the Company that constitutes Good Reason
and the specific provision(s) of this Agreement on which the Executive
relies. A termination of employment by the Executive for Good Reason
shall be effective on the fifth (5th) business day following the date when
the Notice of Termination for Good Reason is given, unless the notice sets
forth a later date (which date shall in no event be later than thirty (30)
days after the notice is given).
(iii) A termination of the Executive's employment by the
Executive without Good Reason shall be effected by giving the Company
written notice of the termination.
(d) Date of Termination. The "Date of Termination" means the
date of the Executive's death, the Disability Effective Date, the date on
which the termination of the Executive's employment by the Company for
Cause or without Cause or by the Executive for Good Reason is effective,
or the date on which the Executive gives the Company notice of a
termination of employment without Good Reason, as the case may be.
5. Obligations of the Company Upon Termination.
(a) By the Company other than for Cause, Death or Disability;
by the Executive for Good Reason. If, during the Employment Period, the
Company terminates the Executive's employment, other than for Cause, Death
or Disability, or the Executive terminates employment for Good Reason, the
Company shall continue to provide the Executive with the compensation and
benefits set forth in paragraphs (a), (b) and (c) of Section 3 as if he
had remained employed by the Company pursuant to this Agreement until the
end of the Employment Period; PROVIDED, that the annualized Incentive
Compensation for such period shall be equal to the average of the
annualized Incentive Compensation payable to the Executive in respect of
each of the three successive calendar years ended immediately prior to the
Date of Termination; PROVIDED, further that in lieu of stock options,
restricted stock and other stock-based awards, the Executive shall be paid
cash equal to the fair market value (without regard to any restrictions)
of the stock options, restricted stock and other stock-based awards that
would otherwise have been granted; PROVIDED, further, that to the extent
any benefits described in paragraph (c) of Section 3 cannot be provided
pursuant to a plan or program maintained by the Company for its
executives, the Company shall provide such benefits outside such plan or
program at no additional cost (including without limitation tax cost) to
the Executive and his family; and PROVIDED, finally, that during any
period when the Executive is eligible to receive benefits of the type
described in clause (B) of paragraph (c) of Section 3 under another
employer-provided plan, the benefits provided by the Company under this
paragraph (a) of Section 5 may be made secondary to those provided under
such other plan. In addition to the foregoing, any restricted stock
outstanding on the Date of Termination shall be fully vested as of the
Date of Termination and all options outstanding on the Date of Termination
shall be fully vested and exercisable and shall remain in effect and
exercisable through the end of their respective terms, without regard to
the termination of the Executive's employment. The payments and benefits
provided pursuant to this paragraph (a) of Section 5 are intended as
liquidated damages for a termination of the Executive's employment by the
Company other than for Cause or Disability or for the actions of the
Company leading to a termination of the Executive's employment by the
Executive for Good Reason, and shall be the sole and exclusive remedy
therefor.
(b) Death and Disability. If the Executive's employment is
terminated by reason of the Executive's death or Disability during the
Employment Period, the Company shall pay to the Executive or, in the case
of the Executive's death, to the Executive's designated beneficiaries (or,
if there is no such beneficiary, to the Executive's surviving spouse, or
if the Executive is not survived by a spouse, to the Executive's estate or
legal representative), in a lump sum in cash within thirty (30) days after
the Date of Termination, the sum of the following amounts (the "Accrued
Obligations"): (1) any portion of the Executive's Annual Base Salary
through the Date of Termination that has been earned but not yet been
paid; (2) an amount representing the Incentive Compensation for the period
that includes the Date of Termination, computed by assuming that the
amount of all such Incentive Compensation would be equal to the maximum
amount of such Incentive Compensation that the Executive would have been
eligible to earn for such period, and multiplying that amount by a
fraction, the numerator of which is the number of days in such period
through the Date of Termination, and the denominator of which is the total
number of days in the relevant period; (3) any compensation previously
deferred by the Executive (together with any accrued interest or earnings
thereon) that has not yet been paid; and (4) any accrued but unpaid
Incentive Compensation and vacation pay. Any deferred compensation
(together with any accrued interest or earnings thereon, if any) that has
not yet been paid, will be paid in accordance with the terms and
conditions applicable to such deferred compensation.
(c) By the Company for Cause; by the Executive other than for
Good Reason. If the Executive's employment is terminated by the Company
for Cause during the Employment Period, the Company shall pay the
Executive the Annual Base Salary through the Date of Termination and the
amount of any compensation previously deferred by the Executive (together
with any accrued interest or earnings thereon), in each case to the extent
not yet paid, and the Company shall have no further obligations under this
Agreement, except as specified in Section 6 below. If the Executive
voluntarily terminates employment during the Employment Period, other than
for Good Reason, the Company shall pay the Accrued Obligations to the
Executive in a lump sum in cash within thirty (30) days of the Date of
Termination, and the Company shall have no further obligations under this
Agreement, except as specified in Section 6 below.
6. Non-Exclusivity of Rights. Subject to Section 12(f),
nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any plan, program, policy or
practice provided by the Company for which the Executive may qualify, nor
shall anything in this Agreement limit or otherwise affect such rights as
the Executive may have under any contract or agreement with the Company or
any of its affiliates relating to subject matter other than that
specifically addressed herein. Vested benefits and other amounts that the
Executive is otherwise entitled to receive under the Incentive
Compensation, the deferred compensation and other benefit programs listed
in paragraph (c) of Section 3, or any other plan, policy, practice or
program of, or any contract or agreement with, the Company or any of its
affiliates on or after the Date of Termination shall be payable in
accordance with the terms of each such plan, policy, practice, program,
contract or agreement, as the case may be, except as explicitly modified
by this Agreement.
7. Full Settlement. The Company's obligation to make the
payments provided for in, and otherwise to perform its obligations under,
this Agreement shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action that the Company 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. The amounts payable by the Company under
this Agreement shall not be offset or reduced by any amounts otherwise
receivable or received by the Executive from any source, except as
specifically provided in paragraph (a) of Section 5 with respect to
benefits described in clause (B) of paragraph (c) of Section 3.
8. Confidential Information. The Executive shall hold in a
fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company or any
of its affiliated companies and their respective businesses that the
Executive obtains during the Executive's employment by the Company or any
of its affiliated companies and that is not public knowledge (other than
as a result of the Executive's violation of this Section 8) ("Confidential
Information"). The Executive shall not communicate, divulge or
disseminate Confidential Information at any time during or after the
Executive's employment with the Company, except with the prior written
consent of the Company or as otherwise required by law or legal process.
In no event shall any asserted violation of the provisions of this Section
8 constitute a basis for deferring or withholding any amounts otherwise
payable to the Executive under this Agreement.
9. Limitation on Payments. (a) Notwithstanding any other
provision of this Agreement, if any portion of any payment under this
Agreement, or under any other agreement with or plan of the Company or its
affiliates (in the aggregate "Total Payments"), would constitute an
"excess parachute payment," then the Total Payments to be made to the
Executive shall be reduced such that the value of the aggregate Total
Payments that the Executive is entitled to receive shall be One Dollar
($1) less than the maximum amount which the Executive may receive without
becoming subject to the tax imposed by Section 4999 (or any successor
provision) of the Internal Revenue Code of 1986, as amended (the "Code")
or which the Company may pay without loss of deduction under Section
280G(a) of the Code (or any successor provision). For purposes of this
Agreement, the terms "excess parachute payment" and "parachute payments"
shall have the meanings assigned to them in Section 280G of the Code (or
any successor provision), and such "parachute payments" shall be valued as
provided therein. Present value for purposes of this Agreement shall be
calculated in accordance with Section 1274(b)(2) of the Code (or any
successor provision). Within fifteen (15) days following the Date of
Termination or notice by the Company to the Executive of its belief that
there is a payment or benefit due the Executive which will result in an
excess parachute payment as defined in Section 280G of the Code (or any
successor provision), the Executive and the Company, at the Company's
expense, shall obtain the opinion (which need not be unqualified) of
nationally recognized tax counsel selected by the Company's independent
auditors and acceptable to the Executive in his sole discretion (which may
be regular outside counsel to the Company), which opinion sets forth (i)
the amount of the Base Period Income, (ii) the amount and present value of
Total Payments and (iii) the amount and present value of any excess
parachute payments determined without regard to the limitations of this
paragraph (a) of Section 9. As used in this Agreement, the term "Base
Period Income" means an amount equal to the Executive's "annualized
includible compensation for the base period" as defined in Section
280G(d)(1) of the Code (or any successor provision). For purposes of such
opinion, the value of any noncash benefits or any deferred payment or
benefit shall be determined by the Company's independent auditors in
accordance with the principles of Sections 280G(d)(3) and (4) of the Code
(or any successor provisions), which determination shall be evidenced in a
certificate of such auditors addressed to the Company and the Executive.
Such opinion shall be dated as of the Date of Termination and addressed to
the Company and the Executive and shall be binding upon the Company and
the Executive. If such opinion determines that there would be an excess
parachute payment, any payment or benefit determined by such counsel to be
includible in Total Payments shall be reduced or eliminated as specified
by the Executive in writing delivered to the Company within thirty (30)
days of his receipt of such opinion or, if the Executive fails to so
notify the Company, then as the Company shall reasonably determine, so
that under the bases of calculations set forth in such opinion there will
be no excess parachute payment. If such legal counsel so requests in
connection with the opinion required by this paragraph (a) of Section 9,
the Executive and the Company shall obtain, at the Company's expense, and
the legal counsel may rely on in providing the opinion, the advice of a
firm of recognized executive compensation consultants as to the
reasonableness of any item of compensation to be received by the
Executive. If the provisions of Sections 280G and 4999 of the Code (or
any successor provisions) are repealed without succession, then this
paragraph (a) of Section 9 shall be of no further force or effect.
(b) If, notwithstanding the provisions of paragraph (a) of
Section 9, it is ultimately determined by a court or pursuant to a final
determination by the Internal Revenue Service that any portion of Total
Payments is subject to the tax (the "Excise Tax") imposed by Section 4999
of the Code (or any successor provision), the Company shall pay to the
Executive an additional amount (the "Gross-Up Payment") such that the net
amount retained by the Executive after deduction of any Excise Tax and any
interest charges or penalties in respect of the imposition of such Excise
Tax (but not any federal, state or local income tax) on the Total
Payments, and any federal, state and local income tax and Excise Tax upon
the payment provided for by this paragraph (b) of section 9, shall be
equal to the Total Payments. For purposes of determining the amount of
the Gross-Up Payment, the Executive shall be deemed to pay federal income
taxes at the highest marginal rate of federal income taxation in the
calendar year in which the Gross-Up Payment is to be made and state and
local income taxes at the highest marginal rates of taxation in the state
and locality of the Executive's domicile for income tax purposes on the
date the Gross-Up Payment is made, net of the maximum reduction in federal
income taxes which could be obtained from deduction of such state and
local taxes.
10. Attorneys' Fees. The Company agrees to pay, as incurred,
to the fullest extent permitted by law, all legal fees and expenses that
the Executive may reasonably incur as a result of any contest (regardless
of the outcome) by the Company, the Executive or others of the validity or
enforceability of or liability under, or otherwise involving, any
provision of this Agreement, together with interest on any delayed payment
at the applicable federal rate provided for in Section 7872(f)(2)(A) of
the Code.
11. Successors. (a) This Agreement is personal to the
Executive and, without the prior written consent of the Company, shall not
be assignable by the Executive. This Agreement shall inure to the benefit
of and be enforceable by the Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.
(c) The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company expressly
to assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would have been required to perform it if
no such succession had taken place. As used in this Agreement, "Company"
shall mean both the Company as defined above and any such successor that
assumes and agrees to perform this Agreement, by operation of law or
otherwise.
12. Miscellaneous. (a) This Agreement shall be governed by,
and construed in accordance with, the laws of the State of Iowa, without
reference to principles of conflict of laws. The captions of this
Agreement are not part of the provisions hereof and shall have no force or
effect. This Agreement may not be amended or modified except by a written
agreement executed by the parties hereto or their respective successors
and legal representatives.
(b) All notices and other communications under this Agreement
shall be in writing and shall be given by hand delivery to the other party
or by facsimile, addressed as follows:
If to the Executive:
Mr. Michael R. Chase
7790 Timmerman Drive
East Dubuque, Illinois 61025
If to the Company:
Interstate Power Company
1000 Main Street
P.O. Box 769
Dubuque, Iowa 52004-0769
Attn: General Counsel
with a copy to:
Interstate Energy Corporation
222 West Washington Avenue
P.O. Box 2568
Madison, Wisconsin 53701-2568
Attn: General Counsel
or to such other address as either party furnishes to the other in writing
in accordance with this paragraph (b) of Section 12. Notices and
communications shall be effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement. If any provision of this Agreement shall be
held invalid or unenforceable in part, the remaining portion of such
provision, together with all other provisions of this Agreement, shall
remain valid and enforceable and continue in full force and effect to the
fullest extent consistent with law.
(d) Notwithstanding any other provision of this Agreement, the
Company may withhold from amounts payable under this Agreement all
federal, state, local and foreign taxes that are required to be withheld
by applicable laws or regulations.
(e) The Executive's or the Company's failure to insist upon
strict compliance with any provisions of, or to assert any right under,
this Agreement (including, without limitation, the right of the Executive
to terminate employment for Good Reason pursuant to paragraph (c) of
Section 4 of this Agreement) shall not be deemed to be a waiver of such
provision or right or of any other provision of or right under this
Agreement.
(f) The Executive and the Company acknowledge that this
Agreement supersedes any other agreement between the Executive and Company
concerning the subject matter hereof, excluding the Agreement between the
Executive and the Company dated as of November 8, 1995, as in effect on
the date hereof or as hereafter amended from time to time (the "Severance
Agreement"); provided, however, that to the extent that a payment or
benefit to be provided, or limitation or restriction to be imposed, under
this Agreement is similarly to be provided or imposed under the Severance
Agreement, the Company agrees to pay, provide or impose that payment,
benefit, limitation or restriction which, in each case, provides the
highest value to the Executive, and the Executive agrees, in order to
avoid duplication of payments or benefits, that upon the receipt of any
such highest value payment or benefit under either this Agreement or the
Severance Agreement, as the case may be, he shall have no right to any
similar payment or benefit of lesser value under the other agreement.
(g) The rights and benefits of the Executive under this
Agreement may not be anticipated, alienated or subject to attachment,
garnishment, levy, execution or other legal or equitable process except as
required by law. Any attempt by the Executive to anticipate, alienate,
assign, sell, transfer, pledge, encumber or charge the same shall be void.
Payments hereunder shall not be considered assets of the Executive in the
event of insolvency or bankruptcy.
(h) This Agreement may be executed in several counterparts,
each of which shall be deemed an original, and said counterparts shall
constitute but one and the same instrument.
13. Effectiveness of Agreement. The effectiveness of this
Agreement is subject to the consummation of the Merger (as defined in the
Merger Agreement). If for any reason the Merger is not consummated in
accordance with the terms of the Merger Agreement, this Agreement shall be
null and void ab initio.
IN WITNESS WHEREOF, the Executive has hereunto set the
Executive's hand and, pursuant to the authorization of the Board of
Directors, the Company has caused this Agreement to be executed in its
name on its behalf, all as of the day and year first above written.
INTERSTATE POWER COMPANY
By: /s/ Michael R. Chase
Name: Michael R. Chase
Title: President and Chief Executive
Officer
/s/ Michael R. Chase
MICHAEL R. CHASE