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EXHIBIT 10.06
BAY STATE GAS COMPANY
THREE-YEAR SEVERANCE AGREEMENT
THIS AGREEMENT, dated this day of , 19 ,
made effective as of the date on which a Change in Control (as
defined in paragraph 2) occurs, by and between Bay State Gas
Company, a Massachusetts corporation, (herein referred to as the
"Company") and having an
address at (the
"Employee").
W I T N E S S E T H T H A T:
WHEREAS, the Employee is an Employee of the Company and an
integral part of its management who participates in the
decision-making process relative to short- and long-term
planning and policy for the Company; and
WHEREAS, the Board of Directors of the Company, at its meeting
on January 26, 1989, determined that it would be in the best
interests of the Company, its shareholders and the Employee to
assure continuity in the management of the Company's
administration and operations in the event of a Change in
Control by entering into a severance Agreement to retain the
services of the Employee.
NOW, THEREFORE, it is hereby agreed by and between the parties
hereto as follows:
1. Employment. The Company agrees to continue the Employee in
its employ and the Employee agrees to remain in the employ of
the Company for the period stated in paragraph 4 hereof and upon
the other terms and conditions herein provided.
2. Change in Control. The term, "Change in Control:, shall
mean the occurrence of any of the following:
(a) the Company receives a report on Schedule 13D filed with
the Securities and Exchange Commission pursuant to Section 13(d)
of the Securities Exchange Act of 1934, as amended (hereinafter
referred to as the "Exchange Act"), disclosing that any person,
group, corporation or other entity is the beneficial owner,
directly or indirectly, of 25% or more of the outstanding common
stock of the Company;
(b) any person (as such term is defined in Section 13(d) of
the Exchange Act), group, corporation or other entity other than
the Company or a wholly-owned subsidiary of the Company,
purchases shares pursuant to a tender offer or exchange offer to
acquire any common stock of the Company (or securities
convertible into common stock) for cash, securities or any other
consideration, provided that after consummation of the offer,
the person, group, corporation or other entity in question is
the beneficial owner (as such term is defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of 25% or more
of the outstanding common stock of the Company (calculated as
provided in paragraph (d) of Rule 13d-3 under the Exchange Act
in the case of rights to acquire common stock);
(c) the stockholders of the Company approve (i) any
consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which
shares of common stock of the Company would be converted into
cash, securities or other property, or (ii) any sale, lease,
exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all the assets of
the Company; or
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(d) there shall have been a change in a majority of the
members of the Board of Directors of the Company within a
25-month period unless the election or nomination for election
by the Company's stockholders of each new director was approved
by the vote of two-thirds of the directors then still in office
who were in office at the beginning of the 25-month period.
3. Position and Responsibilities. During the period of
employment hereunder, the Employee agrees to serve the Company
in an executive capacity. Such service shall involve duties and
responsibilities at least equal in importance and scope to those
of the Employee's position immediately prior to the effective
date of this Agreement, as the Board of Directors, the Chairman
of the Board of Directors or Chief Executive Officer or any
other executive officer or any other executive officer of the
Company to whom the Employee reports may from time-to-time
determine. During said period, the Employee also agrees to
serve, if elected, as an officer and/or director of any
subsidiary or affiliate of the Company.
4. Term and Duties.
(a) The period of the Employee's employment under this
Agreement shall be deemed to have commenced as of the effective
date of this Agreement and shall continue for a period of 36
full calendar months thereafter.
(b) During the period of employment hereunder and except for
illness or incapacity and reasonable vacation periods, the
Employee's business time, attention, skill and efforts shall be
exclusively devoted to the business and affairs of the Company;
provided, however, that nothing in this Agreement shall preclude
the Employee from devoting time during reasonable periods
required for:
(i) serving as a director or member of a committee of any
company or organization involving no conflict of interest with
the Company or any of its subsidiaries or affiliates,
(ii) delivering lectures and fulfilling speaking
engagement, and
(iii) engaging in charitable and community activities,
provided that such activities do not materially affect or
interfere with the performance of the Employee's obligations to
the Company.
5. Compensation.
(a) For all services rendered by the Employee in any capacity
during employment under this Agreement, including services as an
executive, officer, director or member of any committee of the
Company or of any subsidiary of affiliate of the Company, the
Company shall pay the Employee a fixed salary at an annual rate
not less than the annual rate of salary being paid to Employee
immediately prior to the effective date of this Agreement. Such
salary shall be subject to such periodic percentage increases
after the effective date of this Agreement as the Company pays
generally to the Company's senior management employees from
time-to-time, and shall be payable in accordance with the
customary payroll practices of the Company. Such periodic
increases in salary, once granted, shall not be subject to
revocation.
(b) In addition to the salary payable under subsection (a),
above, the Company shall also pay to the Employee annual bonuses
in an amount at least equal to the amount of the last payment to
the Employee under any short-term incentive performance program
of the Company or any subsidiary of the Company in effect during
the 12-month period prior to the effective date of this
Agreement. Nothing in this subsection (b) shall be deemed to
require the Company to (i) have or continue an incentive
performance program in effect prior to the effective date of
this Agreement, or (ii) award to the Employee any bonuses under
such program prior to the effective date of this Agreement.
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(c) Nothing in this Agreement shall preclude or affect any
rights or benefits that may now or hereafter be provided for the
Employee or for which the Employee may be or become eligible
under any bonus or other form of compensation or employee
benefit plan now existing or that may hereafter be adopted or
awarded by the Company. Specifically, the Employee shall:
(i) participate in the Bay State Gas Company Retirement
Plan and any related excess benefit or supplemental retirement
program (hereinafter referred to collectively as the "Retirement
Program");
(ii) participate in any savings or thrift plan maintained
by the Company;
(iii) participate in any stock option, stock appreciation
right, equity incentive or deferred compensation plan maintained
by the Company;
(iv) participate in the Company's death benefit plans;
(v) participate in the Company's disability benefit plans;
(vi) participate in the Company's medical, dental and
health and welfare plans;
(vii) participate in equivalent successor plans of the
Company for which senior management employees are eligible; and
(viii) be provided with such employee perquisites as may be
provided under Company policy to employees with a comparable
level of responsibility.
provided, however, that nothing in this Agreement shall preclude
the Company from amending or terminating any such plan or
program, on the condition that such amendment or termination is
applicable to all of the Company's senior management employees
generally. For purposes of the foregoing, any plan or program
maintained by any subsidiary of the Company which is made
available to the senior management of the Company and its
subsidiaries taken as a whole, shall be deemed to be a plan or
program maintained by the Company.
6. Business Expense. The Company shall pay or reimburse the
Employee for all reasonable travel or other expenses incurred in
connection with the performance of the Employee's duties under
this Agreement in accordance with such procedures as the Company
may from time-to-time establish.
7. Additional Benefits. Nothing in this Agreement shall affect
the Employee's eligibility to participate in all group health,
dental, hospitalization, life, travel or accident or other
insurance plans or programs and all other perquisites (including
the use of a Company-owned car where applicable), fringe benefit
or retirement plans or additional compensation, including
termination pay programs, which the Company or any subsidiary of
the Company may hereafter, in their sole and absolute
discretion, elect to make available to the senior management
employees of the Company generally, and the Employee shall be
eligible to receive, during the period of employment under this
Agreement, all benefits and emoluments for which key employees
are eligible under every such plan, program, perquisite or
arrangement to the extent permissible under the general terms
and provisions thereof.
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8. Termination of Employment. Notwithstanding any other
provision of this Agreement, the Employee's employment under
this Agreement may be terminated:
(a) by the Company, in the event of the Employee's conviction
for the commission of a felony or in the event of Employee's
fraud or dishonesty which has resulted or is likely to result in
material economic damage to the Company or any of its
subsidiaries, as determined in good faith by the Directors of
the Company at a meeting of the Board of Directors at which the
Employee is provided and opportunity to be heard:
(b) by either the Company or the Employee, if the Employee
accepts employment or a consulting position with another company;
(c) by the Employee, if he determines in good faith that
there has been any (i) material change by the Company of the
Employee's functions, duties or responsibilities which change
would cause the Employee's position with the Company to become
of less dignity, responsibility, importance, prestige or scope
from that described in paragraph 3 above, including, without
limitation, a diminution in perquisites to which the Employee is
currently entitled, such as office size and status and
secretarial and clerical staff, (ii) assignment or reassignment
by the Company of the Employee to another place of employment
more than 50 miles from the Employee's current place of
employment, (iii) liquidation, dissolution, consolidation or
merger of the Company, or transfer of all or substantially all
of its assets, other than a transaction in which a successor
corporation or merger of the Company, or transfer of all or
substantially all of its assets, other than a transaction in
which a successor corporation with a net worth at least equal to
that of the Company immediately before such transaction assumes
this Agreement and all obligations and undertakings of the
Company hereunder, (iv) reduction in the Employee's total
compensation or any component thereof, as specified in paragraph
5 above, except as part of a salary reduction program affecting
the management employees of the Company and its subsidiaries
generally, or (v) notice to the Company, specifying the event
relied upon for such termination and given at any time within
one year after the occurrence of such event; or
(d) by the Company upon the Disability or death of the
Employee. For purposes of this Agreement, the term "Disability"
is defined as the inability of the Employee to engage in his
regular occupation for 12 consecutive months and the inability
thereafter to engage in any occupation in which the Employee
could reasonably expect to engage giving due consideration to
Employee's education, training and experience. The Employee
must be under the regular medical care of a physician in
connection with treatment for Disability.
9. Payments Upon Termination of Employment.
(a) In the event of any termination of the Employee's
employment hereunder (i) by the Employee pursuant to paragraph
8(c), above, or (ii) by the Company for any reason other than
one of those specified in paragraph 8(a), 8(b) or 8(d), above,
then, except for Subsection (iv), below, within five business
days after any such termination the Company shall pay to the
Employee the following amounts, and shall provide the Employee
with the following, as liquidated damages or severance pay, or
both:
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(i) a lump sum cash amount equal to the present value of
the product obtained by multiplying (1) the monthly amount of
the salary and bonus provided for in paragraphs 5(a) and 5(b)
above, which was being paid by the Company to the Employee at
the time of such termination, by (2) 36;
(ii) a lump sum cash amount equal to the present value of
the excess of (1) the aggregate benefit that would have been
paid under the Retirement Program described in paragraph
5(c)(i), above, as in effect on the date of this Agreement, if
the Employee had continued to be employed and to be entitled to
service credit for eligibility and benefit purposes during the
36-month period immediately following such termination, over (2)
the aggregate benefit actually payable under the Retirement
Program and any successor retirement program of the Company.
For purposes of such calculation, the following assumptions
shall apply: (1) that the Employee would continue to be
compensated during the 36-month period following termination at
an annual rate of compensation equal to that used to calculate
the payments provided by paragraph 9(a) above, calculated on the
basis of the compensation amount used in the benefit formula
under the Retirement Program; (2) that the Employee is fully
vested in the benefit payable under the Retirement Program; and
(3) that the aggregate benefit that would have been paid under
the Retirement Program is as of either the normal or early
retirement date for which the Employee would have qualified, if
the Employee were still employed on that date, whichever would
produce the highest present value amount payable under this
paragraph;
(iii) a lump sum cash amount equal to the present value of
the contributions which would have been made by the Company or
any subsidiary of the Company to the Employee's account pursuant
to any savings or thrift plan maintained by the Company or any
subsidiary of the Company in which the Employee was
participating immediately prior to such termination, calculated
as if the Employee had continued to be employed and to be
entitled to such contributions during the 36-month period
immediately following such termination, at a rate of
contribution equal to that made by the Company or any subsidiary
of the Company during the most recent contribution period
preceding such termination; and
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(iv) a lump sum cash amount payable within five business
days after the end of the 36-month period and equal to (1) the
economic benefit that the Employee is eligible to receive on any
outstanding Company stock options, based on assumptions
determined by the Stock Option Committee upon advice of an
independent financial advisor and (2) the spread on any Company
stock option which would have been granted to the Employee
during the 36-month period immediately following such
termination. For purposes hereof, the following assumptions
shall apply: (1) that the Employee continued to be employed
during such 36-month period, and (2) that the Employee continued
receiving annual grants of options to purchase a number of
shares of the Company's common stock equal to the number of
shares which the Employee is entitled to purchase under the
option or options that the Employee received in the calendar
year in which the Employee last received options to purchase
Company common stock (assuming such options are exercisable in
full), and calculated on the assumption that such options were
granted to the Employee at the beginning of each calendar year
during such 36-month period at the same time and at the same
exercise price as the option to purchase Company common stock
which is first granted to any other senior executive of the
Company during each such year; provided, however, that if the
Employee was granted an option to purchase Company common stock
during the calendar year in which is employment terminates and
prior to such termination of employment, no additional payments
shall be made to him under this paragraph 9(a)(iv) with respect
to such calendar year; further provided, that for purposes of
this paragraph 9(a)(iv), the spread shall be calculated based on
the closing price of the Company's common stock on the last
business day of such 36-month period; and further provided, that
if such 36-month period does not begin with the month of January
or end with the month of December, the payment to the Employee
under this paragraph 9(d) with respect to the calendar years in
which such 36-month period begins and ends shall be multiplied
by a fraction, the numerator of which is the number of months of
the 36-month period in such year and the denominator of which is
12. For purposes of this paragraph 9, the term "spread" means
the excess, if any, of the closing price on a national stock
exchange (or if the stock is no longer traded on a national
stock exchange, any regional or over-the-counter exchange on
which it is traded) of the Company's stock multiplied by the
number of the shares of Company common stock subject to a stock
option, over the option exercise price for such option.
Notwithstanding anything to the contrary in the paragraph
9(a)(iv), if as of the applicable calculation date, the
Company's common stock is no longer traded on any national,
regional or over-the-counter stock exchange, the fair market
value of the Company's common stock for purposes of determining
the amount of spread shall be the amount agreed to by the
Employee and the Company. However, if the Employee and the
Company are not able to agree on a fair market value within 10
days after the date payment is due to be made to the Employee
under this paragraph 9(a)(iv), the fair market value of a share
of the Company's common stock shall be determined by a qualified
and independent appraiser selected by the Assistant Regional
Director of the American Arbitration Association or his
delegate. Such appraiser shall deliver its final report to the
Company and the Employee immediately upon completion. The
determination of the appraiser shall be final and binding an all
parties and shall include interest on such amount computed from
the date payment is due at such rate as determined by the
arbitrator. Any payment to the Employee under paragraph
9(a)(iv), which was delayed pending such appraisal, shall be
made within five business days after the appraiser delivers its
report to the Company and the Employee. All fees, costs and
expenses associated with such appraisal (including those of the
arbitrator) shall be paid by the Company.
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(b) For purposes of calculating the lump sum cash payments
provided by paragraph 9(a)(i) through (iv), above, present value
shall be determined by using a discount factor equal to one
percentage point below the Prime Rate, compounded annually. The
"Prime Rate" shall be the base rate on corporate loans at large
U.S. money center commercial banks as reported in The Wall
Street Journal (or, if such rate is no longer published, such
other base rate on corporate loans by large money center
commercial banks in the United States to their most creditworthy
customers as published by any newspaper or periodical of general
circulation) as of the date on which termination shall have
occurred.
(c) For a period of 36 months (commencing with the month in
which termination shall have occurred), the Employee shall be
entitled to all Employee benefits provided for in paragraph
5(c)(iv) through (viii), above, as if the Employee were still
employed during such period under this Agreement, with benefits
based upon the compensation used to calculate the payments
provided by paragraph 9(a) above, and if and to the extent that
such benefits shall not be payable or provided under any such
plan, the Company shall pay or provide such benefits on an
individual basis. The benefits provided for in paragraph
5(c)(viii), above, in accordance with this paragraph 9(c) shall
be secondary to any comparable benefits provided by another
employer.
(d) Notwithstanding the termination of the Employee, in the
event a Change in Control occurs prior to a vote of the
shareholders of the company on the approval of the Bay State Gas
Company 1989 Stock Option Plan, as approved by the Board of
Directors of the Company on January 26, 1989, then, within five
business days of such Change in Control, the Company shall pay
to the Employee a lump sum cash amount equal to the economic
benefit that the Employee would have been eligible to receive on
any Company stock options granted subject to shareholder
approval, had the shareholders approved such Plan, based on
assumptions determined by the Stock Option Committee upon the
advice of an independent financial advisor.
(e) (i) In the event it shall be determined that any payment
or distribution by the Company to or for the benefit of the
Employee, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or
otherwise (a "Payment"), would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended (the "Code") (or any successor thereto) or comparable
state or local tax or any interest or penalties with respect to
such excise tax or comparable state or local tax (such excise
tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then
the Employee shall be entitled to receive an additional payment
(a "Gross-Up Payment"). The Gross-Up Payment shall be equal to
the sum of the Excise Tax and all taxes (including any interest
or penalties imposed with respect to such taxes) imposed upon
the Gross-Up Payment.
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(ii) If the Employee determines that a Gross-Up Payment is
required, the Employee shall so notify the Company in writing,
specifying the amount of Gross-Up Payment required and details
as to the calculation thereof. The Company shall within 30 days
either pay such Gross-Up Payment (net of applicable wage
withholding) to the Employee or furnish an unqualified opinion
from Independent Tax Counsel (as defined below), addressed to
the Employee and the Company, that there is substantial
authority (within the meaning of Section 6661 of the Code) for
the position that no Gross-Up Payment is required. "Independent
Tax Counsel: mean a lawyer with expertise in the area of
executive compensation tax law, who shall be selected by the
Employee and shall be reasonably acceptable to the Company, and
whose fees and disbursements shall be paid by the Company.
(iii) If the Internal Revenue Service or other tax authority
proposes in writing an adjustment to the income tax of the
Employee which would result in a Gross-Up Payment, the Employee
shall promptly notify the Company in writing and shall refrain
for at least thirty days after giving such notice, if so
permitted by law, from paying any tax (including interest,
penalties and additions to tax) asserted to be payable as a
result of such proposed adjustment. Before the expiration of
such period, the Company shall either pay the Gross-Up Payment
or provide an opinion from Independent Tax Counsel to the
Employee and the Company as to whether it is more likely than
not that the proposed adjustment would be successfully
challenged if the matter were to be litigated. If the opinion
provides that a challenge would be more likely than not to be
successful if the issue were litigated, and the Company requests
in writing that the Employee contest such proposed adjustment,
then the Employee shall content the proposed adjustment and
shall consult in good faith with the Company with respect to the
nature of all action to be taken in furtherance of the contest
of such proposed adjustment; provided that the Employee, after
such consultation with the Company, shall determine in his sole
discretion the nature of all action to be taken to contest such
proposed adjustment, including (A) whether any such action shall
initially be by way of judicial or administrative proceedings,
or both, (B) whether any such proposed adjustment shall be
contested by resisting payment thereof or by paying the same and
seeking a refund thereof, and (C) if the Employee shall
undertake judicial action with respect to such proposed
adjustment, the court or other judicial action with respect to
such proposed adjustment, the court or other judicial body
before which such action shall be commenced and the court or
other judicial body to which any appeals should be taken. The
Employee agrees to take appropriate appeals of any judicial
decision that would require the Company to pay a Gross-Up
Payment, provided the Company request in writing that the
Employee do so and provides an opinion from Independent Tax
Counsel to the Employee and the Company that it is more likely
than not to settle, compromise or otherwise terminate a contest
with the Internal Revenue Service or other tax authority with
respect to all or a portion of the proposed adjustment giving
rise to the Gross-Up Payment, if requested by the Company in
writing to do so at any time, in which case the Employee shall
be entitled to receive from the Company the Gross-Up Payment.
In no event shall the Employee compromise or settle all or any
portion of a proposed adjustment which would result in a
Gross-Up Payment without the written consent of the Company.
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The Employee shall not be required to take or continue any
action pursuant to this paragraph 9(d) unless the Company
acknowledges its liability under this Agreement in the event
that the Internal Revenue Service or other tax authority
prevails in the contest. The Company hereby agrees to indemnify
the Employee in a manner reasonably satisfactory to the Employee
for any fees, expenses, penalties, interest or additions to tax
which the Employee may incur as a result of contesting the
validity of any Excise Tax and to pay the Employee promptly upon
receipt of a written demand therefore all costs and expenses
which the Employee may incur in connection with contesting such
proposed adjustment (including reasonable fees and disbursements
of Independent Tax Counsel); provided, however, that the Company
shall not be required to pay any amount necessary to permit the
Employee's institution of a claim for refund under this
paragraph 9(d)(iii).
If the Employee shall have contested any proposed adjustment as
above provided, and for so long as the Employee shall be
required under the terms of this paragraph 9(d)(iii) to continue
such contest, the Company shall not be required to pay a
Gross-Up Payment until there occurs a Final Determination (ad
defined below) of the liability of the Employee for the tax and
any interest, penalties and additions to tax asserted to be
payable as a result of such proposed adjustment. A "Final
Determination" shall mean (A) a decision, judgment, decree or
other order by any court of competent jurisdiction, which
decision, judgment, decree or other order has become final after
all allowable appeals by either party to the action have been
exhausted, the time for filing such appeal has expired or the
Employee has no right under the terms hereof to request an
appeal, (B) a closing agreement entered into under Section 7121
of the Code or any other settlement agreement entered into in
connection with an administrative or judicial proceeding and
with the consent of the Employee, or (C) the expiration of the
time for instituting a claim for refund, or if such a claim was
filed, the expiration of the time for instituting suit with
respect thereto.
(iv) In the event the Employee receives any refund from the
Internal Revenue Service or other tax authority on account of an
overpayment of Excise Tax, such amount, together with that part
of any Gross-Up Payment attributable to such amount, shall be
promptly paid by the Employee to the Company.
10. Source of Payments. All payments provided for in paragraph
5, 6, 7 and 9 shall be paid in cash from the general funds of
the Company and its subsidiaries. The Company shall not be
required to establish or separate fund or other segregation of
assets to assure such payments.
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11. Litigation Expenses. In the event of any litigation or
other proceeding between the Company and the Employee with
respect to the subject matter of this Agreement and the
enforcement of rights hereunder, the Company shall reimburse the
Employee for all reasonable costs and expenses relating to such
litigation or other proceeding as they are incurred, including
reasonable attorneys' fees and expenses, regardless of whether
such litigation results in any settlement or judgment or order
in favor of any party; provided, however, that any claim or
action initiated by the Employee relating to this Agreement
shall have been made or brought after reasonable inquiry and
shall be well-grounded, in fact, and warranted by existing law
or a good faith argument for the extension, modification or
reversal of existing law, and that is not interposed for any
improper purpose, such as to harass or to cause unnecessary
delay or needless increase in the cost of litigation.
Notwithstanding any provision of Massachusetts law to the
contrary, in no event shall the Employee be required to
reimburse the Company for any of the costs and expenses relating
to such litigation or other proceeding. The obligation of the
Company under this paragraph 11 shall survive the termination
for any reason of this Agreement (whether such termination is by
the Company, by the Employee, upon the expiration of this
Agreement or otherwise).
12. Income Tax Withholding. The Company may withhold from any
payments made under this Agreement all federal, state, city or
other taxes as shall be required pursuant to any law or
governmental regulation or ruling.
13. Entire Understanding. This Agreement contains the entire
understanding between the Company and the Employee with respect
to the subject matter hereof and supersedes any prior employment
agreement between the Company and the Employee.
14. Severability. If, for any reason, any one or more of the
provisions or part of a provision contained in this Agreement
shall be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall
not affect any other provision or part of a provision of this
Agreement not held so invalid, illegal or unenforceable, and
each other provision or part of a provision shall to the full
extent consistent with law continue in full force and effect.
15. Consolidation, Merger or Sales of Assets. Nothing in this
Agreement shall preclude the Company from consolidating or
merging into or with, or transferring all of substantially all
of its assets to, another corporation with a net worth at least
equal to that of the Company and which assumes this Agreement
and all obligations and undertakings of the Company hereunder.
Upon such a consolidation, merger or transfer of assets and
assumption, the term "the Company", as used herein shall mean
such other corporation and this Agreement shall continue in full
force and effect.
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16. Notices. All notices, requests, demands and other
communications required or permitted hereunder shall be given in
writing and shall be deemed to have been duly given if delivered
or mailed, postage prepaid, first class as follows:
(a) To the company:
Bay State Gas Company
300 Friberg Parkway
Westborough, Massachusetts 01581-5039
Attention: Secretary
(b) To the employee:
at the address set forth
at the beginning of this Agreement.
or to such other address as either party shall have previously
specified in writing to the other.
17. No Attachment. Except as required by law, no right to
receive payments under this Agreement shall be subject to
anticipation, commutation, alienation, sale, assignment,
encumbrance, charge, pledge or hypothecation or to execution,
attachment, levy or similar process or assignment by operation
of law, and any attempt, voluntary or involuntary, to effect any
such action shall be null, void and of no effect.
18. Binding Agreement. This Agreement shall be binding upon
and shall inure to the benefit of, the Employee and the Company
and their respective permitted successors and assigns.
19. Modification and Waiver. This Agreement may not be
modified or amended except by an instrument in writing signed by
the parties hereto. No term or condition of this Agreement
shall be deemed to have been waived, nor shall there be any
estoppel against the enforcement of any provision of this
Agreement except by written instrument signed by the party
charged with such waiver or estoppel. No such written waiver
shall be deemed a continuing waiver unless specifically stated
therein, and each such waiver shall operate only as to the
specific term or condition waived and shall not constitute a
waiver of such term or condition for the future or as to any act
other than that specifically waived.
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20. Headings of No Effect. The paragraph headings contained in
this Agreement are included solely for convenience of reference
and shall not in any way affect the meaning or interpretation of
any of the provisions of this Agreement.
21. Governing Law. This Agreement and its validity,
interpretation, performance and enforcement shall be governed by
the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of law provisions in effect in such State.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its officers thereunto duly authorized, and the
Employee has signed this Agreement, all as of the date first
above written.
BAY STATE GAS COMPANY
By:
By:
Officers list for Severance Agreement
Officer Agreement Date
Joel L. Singer October 2, 1995
Dwight G. Curley January 2, 1990
James D. Simpson December 15, 1993
Stephen J. Curran June 8, 1990
Phillip W. Kallaugher October 27, 1993
Roger A. Young May 5, 1989
Thomas W. Sherman May 5, 1989
Thomas A. Sacco May 5, 1989
John F. Doucette May 5, 1989
James A. Burke May 5, 1989
John R. Snow May 5, 1989