PERSONAL AND CONFIDENTIAL
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Dear:
Delmarva Power & Light Company (the "Company") considers it essential to the
best interests of its stockholders to foster the continuous employment of key
management personnel. In this connection, the Board of Directors of the Company
(the "Board") recognizes that, as is the case with many publicly held
corporations, the possibility of a change in control may exist and that such
possibility, and the uncertainty and questions which it may raise among
management, may result in the distraction or departure of management personnel
to the detriment of the Company and its stockholders.
The Board has determined that appropriate steps should be taken to reinforce
and encourage the continued attention and dedication of members of the Company's
management, including yourself, to their assigned duties without distraction in
the face of potentially disturbing circumstances arising from the possibility of
a change in
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control of the Company, although no such change is known to be contemplated.
In order to induce you to remain in the employ of the Company and in
consideration of your agreement set forth in Subsection 2(ii) hereof, the
Company agrees that you shall receive the severance benefits set forth in this
letter agreement ("Agreement") in the event your employment with the Company is
terminated subsequent to a "change in control of the Company" (as defined in
Section 2 hereof) under the circumstances described below.
1. Term of Agreement. This Agreement shall commence on the date hereof and
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shall continue in effect through December 31, XXXX; provided, however, that
commencing on January 1, XXXX, and each January 1 thereafter, the term of this
Agreement shall automatically be extended for one additional year unless, not
later than September 30 of the preceding year, the Company shall have given
notice that it does not wish to extend this Agreement; provided, further, if a
change in control of the Company shall have occurred during the original or
extended term of this Agreement, this Agreement shall continue in effect for a
period of twenty-four (24) months beyond the month in which such change in
control occurred.
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2. Change in Control. (i) No benefits shall be payable hereunder unless
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there shall have been a change in control of the Company, as set forth below.
For purposes of this Agreement, a "change in control of the Company" shall be
deemed to have occurred if (A) any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or a corporation owned, directly
or indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 25% or more of the
combined voting power of the Company's then outstanding securities; or (B)
during any period of two consecutive years (not including any period prior to
the execution of this Agreement), individuals who at the beginning of such
period constitute the Board and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction
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described in clauses (A) or (C) of this Subsection) whose election by the Board
or nomination for election by the Company's stockholders was approved by a vote
of at least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute a
majority thereof; or (C) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or the shareholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all the Company's assets.
(ii) For purposes of this Agreement, a "potential change in control of the
Company" shall be deemed to have
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occurred if (A) the Company enters into an agreement, the consummation of which
would result in the occurrence of a change in control of the Company, (B) any
person (including the Company) publicly announces an intention to take or to
consider taking actions which if consummated would constitute a change in
control of the Company; (C) any person, other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or a
corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportion as their ownership of stock of the Company,
who is or becomes the beneficial owner, directly or indirectly, of securities of
the Company representing 9.5% or more of the combined voting power of the
Company's then outstanding securities, increases his beneficial ownership of
such securities by 5% or more over the percentage so owned by such person on the
date hereof; or (D) the Board adopts a resolution to the effect that, for
purposes of this Agreement, a potential change in control of the Company has
occurred. You agree that, subject to the terms and conditions of this
Agreement, in the event of a potential change in control of the Company, you
will remain in the employ of the Company until the earliest of (i) a date
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which is six (6) months from the occurrence of such potential change in control
of the Company, (ii) the termination by you of your employment by reason of
Disability or Retirement (at your normal retirement age), as defined in
Subsection 3(i), or (iii) the occurrence of a change in control of the Company.
3. Termination Following Change in Control. If any of the events described
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in Subsection 2(i) hereof constituting a change in control of the Company shall
have occurred, you shall be entitled to the benefits provided in Subsection
4(iii) hereof upon the subsequent termination of your employment during the term
of this Agreement unless such termination is (A) because of your death,
Disability or Retirement, (B) by the Company for Cause, or (C) by you other than
for Good Reason.
(i) Disability; Retirement. If, as a result of your incapacity due to
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physical or mental illness, you shall have been absent from the full-time
performance of your duties with the Company for six (6) consecutive months, and
within thirty (30) days after written notice of termination is given you shall
not have returned to the full-time performance of your duties, your employment
may be
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terminated for "Disability". Termination by the Company or you of your
employment based on "Retirement" shall mean termination in accordance with the
Company's retirement policy, including early retirement, generally applicable to
its salaried employees or in accordance with any retirement arrangement
established with your consent with respect to you.
(ii) Cause. Termination by the Company of your employment for "Cause"
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shall mean termination upon (A) the willful and continued failure by you to
substantially perform your duties with the Company (other than any such failure
resulting from your incapacity due to physical or mental illness or any such
actual or anticipated failure after the issuance of a Notice of Termination, by
you for Good Reason as defined in Subsections 3(iv) and 3(iii), respectively)
after a written demand for substantial performance is delivered to you by the
Board, which demand specifically identifies the manner in which the Board
believes that you have not substantially performed your duties, or (B) the
willful engaging by you in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise. For purposes of this
Subsection, no act, or failure to act, on your part shall be deemed
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"willful" unless done, or omitted to be done, by you not in good faith and
without reasonable belief that your action or omission was in the best interest
of the Company. Notwithstanding the foregoing, you shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
you a copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of the
Board called and held for such purpose (after reasonable notice to you and an
opportunity for you, together with your counsel, to be heard before the Board),
finding that in the good faith opinion of the Board you were guilty of conduct
set forth above in clauses (A) or (B) of the first sentence of this Subsection
and specifying the particulars thereof in detail.
(iii) Good Reason. You shall be entitled to terminate your employment for
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Good Reason. For purposes of this Agreement, "Good Reason" shall mean, without
your express written consent, the occurrence after a change in control of the
Company of any of the following circumstances unless, in the case of paragraphs
(A), (E), (F), (G) or (H), such circumstances are fully corrected prior to the
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Date of Termination specified in the Notice of Termination, as defined in
Subsections 3(v) and 3(iv), respectively, given in respect thereof:
(A) the assignment to you of any dutiesinconsistent with your status
as XXXXXXXXXXXXXXXXXXXXX, of the Company, or a substantial adverse
alteration in the nature or status of your responsibilities from those in
effect immediately prior to the change in control of the Company;
(B) a reduction by the Company in your annual base salary as in effect
on the date hereof or as the same may be increased from time to time
except for across-the-board salary reductions similarly affecting all
executives of the Company and all executives of any person in control of
the Company;
(C) the relocation of the Company's principal executive offices
(presently located at 800 King Street, Wilmington, Delaware) to a location
more than fifty (50) miles from the location of such offices prior to the
change in control of the Company, or the closing thereof, or the Company's
requiring you to be based anywhere other than the location at which you
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are based immediately prior to the change in control of the Company, except
for required travel on the Company's business to an extent substantially
consistent with your present business travel obligations;
(D) the failure by the Company, without your consent, to pay to you
any portion of your current compensation except pursuant to an across-the-
board compensation deferral similarly affecting all executives of the
Company and all executives of any person in control of the Company ;
(E) the failure by the Company to offer you any compensation plan
introduced to other executives of similar responsibility or any substitute
plans adopted prior to the change in control, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan) has
been made with respect to such plan, or the failure by the Company to
continue your participation therein (or in such substitute or alternative
plan) on a basis not materially less favorable, both in terms of the
amount of benefits provided and the level of your participation relative
to other participants, as existed at the time of the change in control;
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(F) the failure by the Company to continue to provide you with
benefits substantially similar to those enjoyed by you under any of the
Company's pension, savings and thrift, group life insurance, medical,
dental or disability plans in which you were participating at the time of
the change in control of the Company, the taking of any action by the
Company which would directly or indirectly materially reduce any of such
benefits or deprive you of any material fringe benefit enjoyed by you at
the time of the change in control of the Company, or the failure by the
Company to provide you with the number of paid vacation days to which you
are entitled on the basis of years of service with the Company in
accordance with the Company's normal vacation policy in effect at the time
of the change in control of the Company;
(G) the failure of the Company to obtaina satisfactory agreement from
any successor to assume and agree to perform this Agreement, as
contemplated in Section 5 hereof; or
(H) any purported termination of your employment which is not effected
pursuant to a Notice of Termination satisfying the requirements of
Subsection
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(iv) below (and if applicable, the requirements of Subsection (ii) above);
for purposes of this Agreement, no such purported termination shall be
effective.
Your right to terminate your employment pursuant to this Subsection shall not be
affected by your incapacity due to physical or mental illness. Your continued
employment shall not constitute consent to, or a waiver of rights with respect
to, any circumstance constituting Good Reason hereunder.
(iv) Notice of Termination. Any purported termination of your employment
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by the Company or by you shall be communicated by written Notice of Termination
to the other party hereto in accordance with Section 6 hereof. For purposes of
this Agreement, a "Notice of Termination" shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of your employment under the provision so
indicated.
(v) Date of Termination, Etc. "Date of Termination" shall mean (A) if your
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employment is terminated for
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Disability, thirty (30) days after Notice of Termination is given (provided that
you shall not have returned to the full-time performance of your duties during
such thirty (30) day period), and (B) if your employment is terminated pursuant
to Subsection (ii) or (iii) above or for any other reason (other than
Disability), the date specified in the Notice of Termination (which, in the case
of a termination pursuant to Subsection (ii) above shall not be less than thirty
(30) days, and in the case of a termination pursuant to Subsection (iii) above
shall not be less than fifteen (15) nor more than sixty (60) days, respectively,
from the date such Notice of Termination is given); provided that if within
fifteen (15) days after any Notice of Termination is given, or, if later, prior
to the Date of Termination (as determined without regard to this proviso), the
party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, the Date of Termination shall be the
date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding arbitration award, or by a final
judgment, order or decree of a court of competent jurisdiction (which is not
appealable or with respect to which the time for appeal therefrom has expired
and no
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appeal has been perfected); provided further that the Date of Termination shall
be extended by a notice of dispute only if such notice is given in good faith
and the party giving such notice pursues the resolution of such dispute with
reasonable diligence. Notwithstanding the pendency of any such dispute, the
Company will continue to pay you your full compensation in effect when the
notice giving rise to the dispute was given (including, but not limited to, base
salary) and continue you as a participant in all compensation, benefit and
insurance plans in which you were participating when the notice giving rise to
the dispute was given, until the dispute is finally resolved in accordance with
this Subsection. Amounts paid under this Subsection are in addition to all
other amounts due under this Agreement and shall not be offset against or reduce
any other amounts due under this Agreement except to the extent otherwise
provided in paragraph (E) of Subsection 4(iii).
4. Compensation Upon Termination or During Disability. Following a change
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in control of the Company, as defined by Subsection 2(i), upon termination of
your employment or during a period of disability you shall be entitled to the
following benefits:
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(i) During any period that you fail to perform your full-time duties with
the Company as a result of incapacity due to physical or mental illness, you
shall continue to receive your base salary at the rate in effect at the
commencement of any such period, together with all compensation payable to you
under any other plan in effect during such period, until this Agreement is
terminated pursuant to Section 3(i) hereof. Thereafter, or in the event your
employment shall be terminated by the Company or by you for Retirement, or by
reason of your death, your benefits shall be determined under the Company's
retirement, insurance and other compensation programs then in effect in
accordance with the terms of such programs.
(ii) If your employment shall be terminated by the Company for Cause or by
you other than for Good Reason, Disability, death or Retirement, the Company
shall pay you your full base salary through the Date of Termination at the rate
in effect at the time Notice of Termination is given, plus all other amounts to
which you are entitled under any compensation plan of the Company at the time
such payments are due, and the Company shall have no further obligations to you
under this Agreement.
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(iii) If your employment by the Company shall be terminated (a) by the
Company other than for Cause, Retirement or Disability or (b) by you for Good
Reason, then you shall be entitled to the benefits provided below:
(A) the Company shall pay you your full base salary through the Date of
Termination at the rate in effect at the time Notice of Termination is
given, plus all other amounts to which you are entitled under any
compensation plan of the Company, at the time such payments are due,
except as otherwise provided below.
(B) in lieu of any further salary payments to you for periods
subsequent to the Date of Termination, the Company shall pay as severance
pay to you a lump sum severance payment (the "Severance Payment") equal to
2.99 times your "base amount", as defined in section 280G of the Internal
Revenue Code of 1954, as amended (the "Code"). Such base amount shall be
determined in accordance with temporary or final regulations, if any,
promulgated under section 280G of the Code and based upon the advice of
the tax counsel referred to in paragraph (C), below.
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(C) The Severance Payment shall be reduced by the amount of any other
payment or the value of any benefit received or to be received by you in
connection with a change in control of the Company or your termination of
employment (whether pursuant to the terms of this Agreement or any other
plan, agreement or arrangement with the Company, any person whose actions
result in a change of control, or any person affiliated with the Company
or such person) unless (i) you shall have effectively waived your receipt
or enjoyment of such payment or benefit prior to the date of payment of
the Severance Payment, (ii) in the opinion of tax counsel selected by the
Company's independent auditors and acceptable to you, such other payment
or benefit does not constitute a "parachute payment" within the meaning of
section 280G(b)(2) of the Code, or (iii) in the opinion of such tax
counsel, the Severance Payment (in its full amount or as partially reduced
under this paragraph (C), as the case may be) plus all other payments or
benefits which constitute "parachute payments" within the meaning of
section 280G(b)(2) of the Code are reasonable compensation for services
actually
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rendered, within the meaning of section 280G(b)(4) of the Code or are
otherwise not subject to disallowance as a deduction by reason of section
280G of the Code. The value of any non-cash benefit 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.
(D) The Company shall pay to you all legal fees and expenses incurred
by you as a result of such termination (including all such fees and
expenses, if any, incurred in contesting or disputing any such termination
or in seeking to obtain or enforce any right or benefit provided by this
Agreement or in connection with any tax audit or proceeding to the extent
attributable to the application of section 4999 of the Code to any payment
or benefit provided hereunder), such payment to be made at the later of
the times provided in paragraph (E), below, or within five (5) days after
your request for payment accompanied with such evidence of fees and
expenses incurred as the Company reasonably may require.
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(E) The payments provided for in paragraphs (B) and (D), above, shall
(except as otherwise provided therein) be made not later than the fifth
day following the Date of Termination, provided, however, that if the
amounts of such payments, and the limitation on such payments set forth in
paragraph (C) above, cannot be finally determined on or before such day,
the Company shall pay to you on such day an estimate, as determined in
good faith by the Company, of the minimum amount of such payments and
shall pay the remainder of such payments (together with interest at the
rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount
thereof can be determined but in no event later than the thirtieth day
after the Date of Termination. In the event that the amount of the
estimated payments exceeds the amount subsequently determined to have been
due, such excess shall constitute a loan by the Company to you, payable on
the fifth day after demand by the Company (together with interest at the
rate provided in Section 1274(b)(2)(B) of the Code).
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(F) In the event that any payment or benefit received or to be
received by you in connection with a change in control of the Company or
the termination of your employment (whether pursuant to the terms of this
Agreement or any other plan, arrangement or agreement with the Company,
any person whose actions result in a change in control or any person
affiliated with the Company or such person) (collectively with the
Severance Payments, "Total Payments") would not be deductible (in whole or
part) as a result of section 280G of the Code by the Company, an affiliate
or other person making such payment or providing such benefit, the
Severance Payments shall be reduced until no portion of the Total Payments
is not deductible, or the Severance Payments are reduced to zero. For
purposes of this limitation (i) no portion of the Total Payments the
receipt or enjoyment of which you shall have effectively waived in writing
prior to the date of payment of the Severance Payments shall be taken into
account, (ii) no portion of the Total Payments shall be taken into account
which in the opinion of tax
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counsel selected by the Company's independent auditors and acceptable to you
does not constitute a "parachute payment" within the meaning of section
280G(b)(2) of the Code, (iii) the Severance Payments shall be reduced only
to the extent necessary so that the Total Payments (other than those
referred to in clauses (i) or (ii)) in their entirety constitute reasonable
compensation for services actually rendered within the meaning of section
280G(b)(4) of the Code or are otherwise not subject to disallowance as
deductions, in the opinion of the tax counsel referred to in clause (ii);
and (iv) the value of any non-cash benefit or any deferred payment or
benefit included in the Total Payments shall be determined by the Company's
independent auditors in accordance with the principles of sections
280G(d)(3) and (4) of the Code.
(G) If it is established pursuant to a final determination of a court
or an Internal Revenue Service proceeding that, notwithstanding the good
faith of you and the Company in applying the terms of this
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Subsection 4(iii), the aggregate "parachute payments" paid to or for your
benefit are in an amount that would result in any portion of such "parachute
payments" not being deductible by reason of section 280G of the Code, then
you shall have an obligation to pay the Company upon demand an amount equal
to the sum of (1) the excess of the aggregate "parachute payments" paid to
or for your benefit over the aggregate "parachute payments" that could have
been paid to or for your benefit without any portion of such "parachute
payments" not being deductible by reason of section 280G of the Code; and
(2) interest on the amount set forth in clause (1) of this sentence at the
rate provided in Section 1274(b)(2)(B) of the Code) from the date of your
receipt of such excess until the date of such payment.
(iv) If your employment shall be terminated (A) by the Company other than
for Cause, Retirement or Disability or (B) by you for Good Reason, then for a
twenty-four (24) month period after such termination, the Company shall arrange
to provide you with group life, disability, medical and dental insurance
benefits substantially similar to
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those which you are receiving immediately prior to the Notice of Termination.
Benefits otherwise receivable by you pursuant to this Subsection 4(iv) shall be
reduced to the extent comparable benefits are actually received by you during
the twenty-four (24) month period following your termination, and any such
benefits actually received by you shall be reported to the Company. If the
benefits provided to you under this Subsection shall result in a decrease,
pursuant to paragraph (E) of Subsection 4(iii), in the Severance Payments and
such benefits are thereafter reduced pursuant to the immediately preceding
sentence, the Company shall, at the time of such reduction, pay to you the
lesser of (a) the amount of such decrease in the Severance Payments or (b) the
maximum amount which can be paid to you without being, or causing any other
payment to be, nondeductible by reason of section 280G of the Code.
(v) If your employment shall be terminated (A) by the Company other than
for Cause, Retirement or Disability or (B) by you for Good Reason, then in
addition to the retirement benefits to which you are entitled under the
Company's Retirement Plan and Supplemental Executive
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Retirement Plan or any successor plans thereto, the Company shall pay you in
cash at the time and in the manner provided in paragraph (E) (F) (G) of
Subsection 4(iii), a lump sum equal to the actuarial equivalent of the excess of
(x) the retirement pension (determined as a straight life annuity commencing at
age 65) which you would have accrued under the terms of the Company's Retirement
Plan and Supplemental Executive Retirement Plan (without regard to any amendment
to the Company's Retirement Plan and Supplemental Executive Retirement Plan made
subsequent to a change in control of the Company and on or prior to the Date of
Termination, which amendment adversely affects in any manner the computation of
retirement benefits thereunder, determined as if you were fully vested
thereunder and had accumulated (after the Date of Termination) twenty-four (24)
additional months of service credit thereunder at your highest annual rate of
compensation during the twelve (12) months immediately preceding the Date of
Termination and (y) the retirement pension (determined as a straight life
annuity commencing at age sixty-five (65) which you had then accrued pursuant to
the provisions of the Company's Retirement Plan and
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Supplemental Executive Retirement Plan. For purposes of this Subsection,
"actuarial equivalent" shall be determined using the same methods and
assumptions utilized under the Company's Retirement Plan and Supplemental
Executive Retirement Plan immediately prior to the change in control of the
Company.
(vi) You shall not be required to mitigate the amount of any payment
provided for in this Section 4 by seeking other employment or otherwise, nor
shall the amount of any payment or benefit provided for in this Section 4 be
reduced by any compensation earned by you as the result of employment by another
employer, by retirement benefits, by offset against any amount claimed to be
owed by you to the Company, or otherwise.
(vii) In addition to all other amounts payable to you under this Section 4,
you shall be entitled to receive all benefits payable to you under the Company's
Retirement Plan, Savings and Thrift Plan and any other plan or agreement
relating to retirement benefits.
5. Successors; Binding Agreement. (i) The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or
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substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. Failure of the Company to obtain such assumption and agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle you to compensation from the Company in the same
amount and on the same terms as you would be entitled to hereunder if you
terminate your employment for Good Reason following a change in control of the
Company, except that for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assume and agrees to perform this Agreement by operation of law,
or otherwise.
(ii) This Agreement shall inure to the benefit of and be enforceable by
your personal or legal representatives, executors, administrators, successors,
heirs, distributees,
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devisees and legatees. If you should die while any amount would still be
payable to you hereunder if you had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to your devisee, legatee or other designee or, if there is no such
designee, to your estate.
6. Notice. For the purpose of this Agreement, notices and all other
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communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth on the first page of this Agreement, provided
that all notice to the Company shall be directed to the attention of the Board
with a copy to the Secretary of the Company, or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.
7. Miscellaneous. No provision of this Agreement may be modified, waived
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or discharged unless such waiver,
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modification or discharge is agreed to in writing and signed by you and such
officer as may be specifically designated by the Board. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Delaware. All references to sections of the Exchange Act or the Code shall be
deemed also to refer to any successor provisions to such sections. Any payments
provided for hereunder shall be paid net of any applicable withholding required
under federal, state or local law. The obligations of the Company under Section
4 shall survive the expiration of the term of this Agreement.
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8. Validity. The invalidity or unenforceability or any provision of this
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Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
9. Counterparts. This Agreement may be executed in several counterparts,
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each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
10. Arbitration. Any dispute or controversy arising under or in connection
-----------
with this Agreement shall be settled exclusively by arbitration in Wilmington,
Delaware in accordance with the rules of the American Arbitration Association
then in effect. Judgment may be entered on the arbitrator's award in any court
having jurisdiction; provided, however, that you shall be entitled to seek
specific performance of your right to be paid until the Date of Termination
during the pendency of any dispute or controversy arising under or in connection
with this Agreement.
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Page Thirty
This letter is submitted in duplicate. If it sets forth our agreement on
the subject matter hereof, kindly sign both copies and return one copy to me
within thirty (30) days (after which this offer of severance benefits will
lapse). These letters will then constitute our agreement on this subject. If
you do not wish to accept the offer of severance benefits set out in this
letter, please fill out the attached form and return the completed form to me
for the Company's records.
Sincerely,
DELMARVA POWER & LIGHT COMPANY
By_____________________________
Name: Donald E. Cain
Title: Vice President, Administration
Agreed to this ________ day
of ______________ , XXXX.
- ---------------------------------
-30-
TO: Donald E. Cain
Delmarva Power & Light Company
800 King Street
P. O. Box 231
Wilmington, DE 19899
I hereby decline to accept the Company's XXXXXXXXXXXXXX, offer of Severance
Benefits. I do so voluntarily and with the understanding that I may not be
offered such benefits in the future or be given the opportunity to reconsider my
decision.
- -------------------------- -------------------------------
Date Signature
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Please Print Name
-31-