EXHIBIT 10(ii)
FIRST AMENDMENT
TO EMPLOYMENT AGREEMENT BETWEEN
DOMINION RESOURCES, INC. AND
DAVID L. HEAVENRIDGE
WHEREAS, DOMINION RESOURCES, INC. (the "Company") entered into an
EMPLOYMENT AGREEMENT (the "Agreement") effective as of September 12, 1997,
with DAVID L. HEAVENRIDGE (the "Executive");
WHEREAS, Section 15 of the Agreement permits the modification of such
Agreement;
NOW THEREFORE, the Company and the Executive desire to modify the
Agreement and therefore agree as follows:
A. Section 5 (a) (ii), relating to Compensation and Benefits, is
amended by inserting the following sentence at the end thereof:
Any awards made as of or after the date of a vote of the Company's
shareholders approving the merger of the Company and Consolidated
Natural Gas, Inc. will be made payable in cash.
B. New subsections (e) and (f), relating to Termination of
Employment, are added immediately following Section 6(d):
(e) If the Company terminates the Executive's
employment, other than for Cause, during the Term
of this Agreement after the date of a vote of the
Company's shareholders approving the merger of the
Company and Consolidated Natural Gas, Inc. or if
the Executive voluntarily terminates employment
after a Change Event (as defined below), the
Company shall pay the Executive the benefits
described in this subsection (e).
(i) The Executive's retirement benefits under
the Company's Retirement Plan and Benefit
Restoration Plan will be computed based on the
greater of (A) the Executive's years of credited
service (as determined pursuant to the terms of
the Retirement Plan), or (B) thirty (30) years of
credited service. In addition, the Executive's
retirement benefits under the Company's
Retirement Plan and Benefit Restoration Plan will
be computed based as if the Executive's age is
the greater of (A) the Executive's age, or (B)
age sixty (60). Any supplemental benefit to be
provided under this subsection (d) will be
provided as a supplemental benefit under this
Agreement and will not be provided directly from
the Retirement Plan.
(ii) Any outstanding restricted stock awards
will become fully vested as of the date of the
Executive's termination of employment.
(iii) The Executive will be deemed to have
attained age 55 for the "Extended Coverage"
provision of the Medical Benefits section of the
Dominion Resources, Inc. Flexible Benefits Plan
or, at the Company's option, the Company will
provide equivalent coverage as determined by the
Company. The Executive will be credited with 30
years of service for the purpose of determining
the Executive's life insurance coverage as a
retiree under the "Life Insurance Reduction
Table" of the Life Insurance Benefits section of
the Flexible Benefits Plan. The Company will
provide coverage under the Flexible Benefits Plan
or, at the Company's option, the Company will
provide an individual life insurance policy.
(iv) For purposes of this Agreement, a Change
Event is the consummation of the sale or other
disposition of a Controlling Stock Interest or
Substantial Assets in all three of (1) First
Source, Inc., (2) First Dominion Capital, Inc.
and (3) Saxon Mortgage, Inc. For this purpose, a
Controlling Stock Interest is at least 60% of the
stock of the corporation, and Substantial Assets
are at least 80% of the assets of the
corporation, excluding any assets that are
retained by the Company or an Affiliate. In the
case of a series of events and/or transactions
relating to the above corporations, the Change
Event shall be deemed to occur when the last
transaction is completed.
(v) The Company will be obligated to pay the
supplemental benefit relating to the Retirement
Plan to the Executive under either Section 5(c)
or Section 6(e)(i), but not both. Otherwise, the
payment of any benefits under this subsection (e)
will not affect the Executive's entitlement to
any other amounts under this Agreement. The
provisions of this subsection (e) shall survive
the termination of this Agreement.
(f) If the Company terminates the Executive's
employment, other than for Cause, after the end of
the Term of this Agreement but prior to a Change Event
described in paragraph (e)(iv) above, the Company
shall pay the Executive the benefits described in
subsection (e). The provisions of this subsection
(f) shall survive the termination of this
Agreement.
WITNESS the following signatures.
Dominion Resources, Inc.
Dated: July 12, 1999 By: /s/ THOS. E. CAPPS
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Thos. E. Capps
Dated: July 12, 1999 By: /s/ DAVID L. HEAVENRIDGE
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David L. Heavenridge