CONTINUITY AGREEMENT
This Continuity Agreement ("Agreement") is entered into as of this
________ day of ____________________, 2000, by and between AGL RESOURCES INC.
(the "Company") [, on behalf of itself and Atlanta Gas Light Company, (its
wholly owned subsidiary and the Executive's employer),] and ___________________
(the "Executive").
WHEREAS, Executive is presently employed by the Company or one of its
subsidiaries in a key management capacity; and
WHEREAS, the Company's Board of Directors desires to assure, and has
determined that it is appropriate and in the best interests of the Company and
its shareholders to reinforce and assure, the continued attention and dedication
of certain key executives of the Company and its subsidiaries to their duties of
employment without personal distraction or conflict of interest as a result of
the possibility or occurrence of a change in control of the Company; and
WHEREAS, the Company's Board of Directors has authorized the Company to
enter into continuity agreements with those key executives of the Company and
its subsidiaries designated by the Compensation Committee of the Company's Board
of Directors (the "Committee"); and
WHEREAS, the Executive is a key employee of the Company or one of its
subsidiaries and has been designated by the Committee as an executive to be
offered such a continuity agreement with the Company.
NOW THEREFORE, in consideration of the foregoing, and of the mutual
covenants and agreements of the parties set forth in this Agreement, and of
other good and valuable consideration including, but not limited to, Executive's
continuing employment with the Company, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
SECTION 1
Definitions
1.1 "Announcement" shall mean a press release issued by the Company announcing
the intention to engage in a transaction or event that is expected to result in
a Change in Control of the Company as defined hereunder.
1.2 "Board" shall mean the Board of Directors of the Company.
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1.3 "Cause" shall mean:
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(a) fraud, dishonesty or willful malfeasance by the Executive in connection
with the Executive's employment with the Company which results in
material harm to the Company;
(b) the Executive's continued failure to substantially perform the duties
and responsibilities of the Executive's position after written notice
from the Company setting forth the particulars of such failure and a
reasonable opportunity of not less than thirty (30) business days to
cure such failure;
(c) the Executive's willful and material breach of the provisions of
Section 6 of this Agreement; or
(d) the Executive's plea of guilty or nolo contendere to, or conviction of,
a felony.
1.4 "Change in Control" shall be deemed to have occurred when:
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(a) any "person" as defined in Section 3(a)(9) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and as used in Section
13(d) and 14(d) thereof, including a "group" as defined in Section
13(d) of the Exchange Act but excluding the Company and any subsidiary
and any employee benefit plan sponsored or maintained by the Company or
any subsidiary (including any trustee of such plan acting as trustee),
directly or indirectly, becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), of securities of the Company
representing 10% or more of the combined voting power of the Company's
then outstanding securities (unless the event causing the 10% threshold
to be crossed is an acquisition of securities directly from the
Company); or
(b) the shareholders of the Company shall approve any merger or other
business combination of the Company, the sale of 50% or more of the
Company's assets or any combination of the foregoing transactions (the
"Transactions"), other than a Transaction immediately following which
the shareholders of the Company and any trustee or fiduciary of any
Company employee benefit plan immediately prior to the Transaction
own at least 80% of the voting power, directly or indirectly, of
(A) the surviving corporation in any such merger or other business
combination; (B) the purchaser of the Company's assets; (C) both the
surviving corporation and the purchaser in the event of any combination
of Transactions; or (D) the parent company owning 100% of such
surviving corporation, purchaser or both the surviving corporation
and the purchaser, as the case may be; or
(c) within any twenty-four month period, the persons who were directors
immediately before the beginning of such period (the "Incumbent
Directors") shall cease (for any reason other than death) to constitute
at least a majority of the Board or the board of directors of a
successor to the Company. For this purpose, any director who was not a
director at the beginning of such period shall be deemed to be an
Incumbent Director if such director was elected to the Board by, or on
the recommendation of or with the approval of, at least two-thirds of
the directors who then qualified as Incumbent Directors (so long as
such director was not nominated by a person who has entered into an
agreement to effect a Change in Control or expressed an interest to
cause such a Change in Control).
1.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.
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1.6 "Company" shall mean AGL Resources Inc.
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1.7 "Consummation of a Change in Control Transaction" shall mean the earlier of
the date on which a person first becomes the beneficial owner of the requisite
number of securities of the Company described in Section 1.4(a), the date on
which a transaction described in Section 1.4(b) is actually closed (not the date
on which the shareholders' approval is obtained), or the date on which the
Incumbent Directors cease to constitute a majority of the Board as described in
Section 1.4(c).
1.8 "Disability" shall mean, for purposes of this Agreement, the Executive's
absence from the full-time performance of the Executive's duties pursuant to a
determination made in accordance with the procedures established by the Company
in connection with the Company's long-term disability benefits plan (as in
effect as of the date of the Announcement) that the Executive is disabled as a
result of incapacity due to physical or mental illness.
1.9 "Effective Date" shall mean the date as of which this Agreement is executed,
as first written above.
1.10 "Good Reason" shall mean the occurrence of one or more of the following
without the Executive's express written consent:
(a) any material diminution in the Executive's position, duties or
responsibilities with the Company or any change which would constitute
a material adverse alteration in the Executive's duties,
responsibilities or other conditions of employment, from those in
effect as of the earlier of the date of the Announcement or the date of
a Change in Control;
(b) any adverse change in the Executive's salary or incentive compensation
from the salary and incentive compensation in effect as of the earlier
of the date of the Announcement or the date of a Change in Control;
(c) any failure by the Company either to continue in effect, or to provide
in the aggregate reasonably similar retirement, savings, medical,
dental, accident, disability and life insurance plans or coverages and
any other similar benefits, policies or programs in which the Executive
was a participant as of the earlier of the date of the Announcement or
the date of a Change in Control (unless such failure or discontinuance
of benefits is applicable to all similarly-situated executives of the
Company);
(d) any relocation of the Executive's employment to a location in excess of
35 miles from the location at which the Executive was based as of the
earlier of the date of the Announcement or the date of a Change in
Control; or
(e) any failure of the Company to obtain from any successor to the Company
an agreement reasonably satisfactory to the Executive to assume and
perform this Agreement.
1.11 "Qualifying Termination" shall mean the occurrence of any one or more
of the following events:
(a) the involuntary termination of Executive's employment by the Company or
its subsidiary, as applicable, without Cause; or
(b) Executive's termination of his or her employment with the Company or
its subsidiary, as applicable, for Good Reason.
A Qualifying Termination shall not include a termination of Executive's
employment by reason of the Executive's death, the Executive's Disability, the
Executive's voluntary termination of employment without Good Reason, or the
termination of the Executive's employment for Cause.
SECTION 2
Term of Agreement
2.1 Term. This Agreement shall commence on the Effective Date and shall continue
in effect for a period of three (3) years (the "Term").
2.2 Modification of Term. In the event that an Announcement or a Change in
Control occurs during the Term, the term of this Agreement shall automatically
and irrevocably become a term ending on the later of the last day of the Term or
the second anniversary of the date of Consummation of a Change in Control
Transaction. This Agreement shall be assigned to, and shall be assumed by, any
successor to the Company upon Consummation of a Change in Control Transaction.
During the modified term pursuant to this section, this Agreement shall not be
terminated by the Company or its successor.
2.3 No Assurances. Executive acknowledges and agrees that (i) there is no
assurance that, upon the expiration of the Term of this Agreement, this
Agreement will be renewed or extended, (ii) the Company has no obligation to
renew or extend this Agreement, and (iii) Executive has no right to any such
renewal or extension. Executive acknowledges and agrees further that in the
event the Company, in its sole discretion, elects to offer Executive a renewal
or extension of this Agreement or a new agreement following the expiration of
the Term of this Agreement, there can be no assurance as to the terms of any
such renewal, extension or new agreement, the Company has made no
representations to Executive with respect thereto and nothing contained in this
Agreement shall be relevant, or of any precedential value whatsoever, in
determining the terms of any renewal, extension or new agreement.
SECTION 3
Change in Control Benefits
3.1 Entitlement to Benefits. If, for any reason constituting a Qualifying
Termination, the Executive's employment terminates during the period beginning
on the earlier of the date of an Announcement or the occurrence of a Change in
Control and ending on the second anniversary of the date of the Consummation of
a Change in Control Transaction, the Company shall provide to the Executive the
benefits described in Section 3.2 below.
3.2 Description of Change in Control Benefits. The Company shall pay and
provide to Executive each of the following benefits, subject to Executive's
entitlement to such benefits pursuant to Section 3.1 hereof:
(a) Accrued Pay and Benefits. As soon as practical following a Qualifying
Termination, but no later than 10 business days following such Qualifying
Termination, the Company shall provide the Executive with a lump sum cash
payment equal to Executive's earned but unpaid base salary, the Executive's
Earned and Unused Vacation Pay (as hereinafter defined), unreimbursed business
expenses and all other amounts earned by and owed to Executive through and
including the date of the Qualifying Termination. In addition, Executive may
continue to utilize any funds remaining in his or her Executive Allowance Fund
for the remainder of the calendar year in which the Qualifying Termination
occurs, for expenses permitted under the Executive Allowance Fund. If the
Executive is leasing an automobile through the Executive Allowance Fund on the
date of the Qualifying Termination, the Executive must continue the lease
through the end of the calendar year in which the Qualifying Termination occurs
and then may either assume responsibility for the payments on the lease or
return the automobile to the Company in which case the Company shall assume
responsibility for the lease. In the event any annual incentive payments are
paid to employees for the fiscal year in which the Qualifying Termination
occurs, at the time such payments are paid, the Company shall provide the
Executive with a lump sum cash payment equal to a prorata portion of the
Executive's incentive payment under the Company's annual incentive program based
on actual corporate and business unit performance calculations for the
applicable fiscal year and assuming target performance of the Executive's
individual performance objectives, with such proration based on the portion of
the fiscal year completed at the time of the Qualifying Termination; provided,
however, that if the Qualifying Termination and the Consummation of a Change in
Control Transaction occur in the same fiscal year, then the Company shall
provide the Executive with a lump sum cash payment equal to a prorata portion of
the Executive's incentive payment under the Company's annual incentive program
assuming target performance of the corporate, business unit and individual
performance objectives, with such proration based on the portion of the fiscal
year completed at the time of the Qualifying Termination. Payments made under
this paragraph shall constitute full satisfaction to the Executive for the
accrued pay and benefits described in this paragraph. For purposes of this
paragraph, the term "Earned and Unused Vacation Pay" shall mean the product of
(i) the Executive's annual base salary in effect on the date of the Qualifying
Termination divided by 2080, and (ii) the Executive's Earned and Unused Vacation
(as hereinafter defined). The term "Earned and Unused Vacation" shall mean the
difference between (i) Earned Vacation (as hereinafter defined) and (ii) the
actual number of hours of vacation taken by the Executive from January 1 of the
calendar year in which the Qualifying Termination occurs through and including
the date of the Qualifying Termination; provided that if the difference between
(i) and (ii) is a negative number, then Executive's Earned and Unused Vacation
shall be deemed to be zero. As used in this paragraph, the term "Earned
Vacation" means the product of (i) the aggregate number of hours of vacation
which Executive is entitled to take during the calendar year in which the
Qualifying Termination occurs, and (ii) the quotient obtained by dividing (A)
the number of calendar days from January 1 of the year in which the Qualifying
Termination occurs through and including the date of the Qualifying Termination,
by (B) 365.
(b) Severance Benefit.As soon as practicable following a Qualifying Termination,
but no later than 10 business days following such Qualifying Termination, the
Company shall provide the Executive with a lump sum cash payment equal to three
(3) multiplied by the sum of (i) and (ii), where (i) equals the greater of the
Executive's annual rate of base salary in effect upon the date of the Qualifying
Termination, or the Executive's annual rate of base salary in effect as of the
date of the Announcement (which annual base salary shall not include any amounts
under the Company's Executive Allowance Fund), and (ii) equals the greater of
the Executive's target payment under the Company's annual incentive program for
the fiscal year in which the date of the Qualifying Termination occurs, or the
Executive's target payment for the fiscal year in which the Announcement occurs.
(c) Welfare Benefits. The Company shall provide the Executive with
continued medical, dental and life insurance coverage for the Executive
and the Executive's eligible dependents on the same basis (including
premium) as active employees as in effect as of the date of the
Executive's Qualifying Termination, until the earlier of (A) 36 months
after the Executive's Qualifying Termination, or (B) the commencement
of comparable coverage with a subsequent employer; provided, however,
that such continued coverage shall not count against any COBRA
continuation coverage required by law.
(d) Retirement Plan. For purposes of computing the Executive's accrued
benefit payable under the Company's Retirement Plan, the Company shall
calculate benefits based on the following:
(i) if the Executive is vested under the
Retirement Plan as of the date of the
Qualifying Termination, then he or she shall
be deemed to have attained at least age 55
on the date of the Qualifying Termination,
and benefits shall be calculated as though
the Executive were age 55 or his or her
actual age at termination, whichever is
greater, but payment of the benefit shall
not be payable prior to actual attainment of
age 55;
(ii) if the Executive has attained age 50 on or
before the date of the Qualifying
Termination, he or she will be deemed vested
in his or her benefit as of the date of the
Qualifying Termination, and may, upon actual
attainment of age 55, begin receiving a
retirement benefit based on actual age and
years of service at commencement of the
payment of the retirement benefit, without
any terminated vested penalty.
Payment of any retirement benefit resulting from the deemed
treatment under this paragraph shall be paid from the general
assets of the Company rather than the assets of the Retirement
Plan. Any additional retirement benefit resulting from the
deemed treatment under this section shall be payable in the
same form as the Executive's benefits from the Retirement
Plan, if any; if no benefits are payable to the Executive from
the Retirement Plan, the Executive may choose the form of
payment of the benefits provided under this paragraph among
lump sum payment or any one of the forms available under the
Retirement Plan. Benefits under this provision may not
commence prior to the date on which the Executive attains age
55.
(e) Retirement Savings Plus Plan and Nonqualified Savings Plan. The Company
shall provide a cash lump sum payment to the Executive equal to the
amount, if any, of the Company's matching contributions forfeited from
the Executive's account in the Company's Retirement Savings Plus Plan
and the Company's Nonqualified Savings Plan due to his Qualifying
Termination. Payment of this amount shall be paid from the general
assets of the Company.
(f) Stock Options, Restricted Stock and Performance-Based Stock Awards. In
the event of a Qualifying Termination after an Announcement but prior
to the Consummation of a Change in Control Transaction, any outstanding
stock options, restricted stock awards, performance share awards or
performance unit awards of the Executive shall become vested and/or
exercisable in accordance with the terms of the plan under which such
grants and awards were made as if a change in control (as defined in
each applicable plan) had occurred immediately prior to the Qualifying
Termination. Upon the occurrence of a change in control (as defined in
each applicable plan), all grants and awards shall be subject to the
provisions of the plan under which they were made. With regard to any
outstanding stock options, the Executive shall have a period of thirty
(30) days following the date of the Qualifying Termination in which to
exercise such options; provided, that if the plan under which such
options were granted provides a longer period of exercise for which the
Executive would be eligible, then such longer period shall be
available to the Executive.
(g) Outplacement Benefits. If so requested by the Executive, outplacement
services shall be provided by a professional outplacement provider, in
accordance with existing Company policy; provided, however, that in no
event shall such services be less than under Company policy in effect
as of the date of the Announcement; provided, further, that such
outplacement services shall be provided at a cost to the Company of not
more than 25% of the Executive's base salary in effect as of the date
of the Announcement.
SECTION 4
Limitations on Payments and Excise Tax
4.1 Limitation on Payments and Benefits. If the payments and benefits provided
to the Executive under this Agreement or under any other agreement with, or plan
of, the Company (the "Total Payment") (i) constitute a "parachute payment" as
defined in Code Section 280G and exceed three (3) times the Executive's "base
amount" as defined under Code Section 280G(b)(3) by less than ten percent (10%)
of three (3) times the Executive's base amount, and (ii) would, but for this
Section 4.1, be subject to the excise tax imposed by Code Section 4999, then the
Executive's payments and benefits under this Agreement shall be either (A) paid
in full, or (B) reduced and payable only as to the maximum amount which would
result in no portion of such payments and benefits being subject to excise tax
under Code Section 4999, whichever results in the receipt by the Executive on an
after-tax basis of the greatest amount of Total Payment (taking into account the
applicable federal, state and local income taxes and the excise tax imposed by
Code Section 4999 payable by the Executive). If a reduction of the Total Payment
is necessary, the Executive shall be entitled to select which payments or
benefits will be reduced and the manner and method of any such reduction of such
payments and benefits. Within thirty (30) days after the amount of any required
reduction in payments and benefits is finally determined under Section 4.3, the
Executive shall notify the Company in writing regarding which payments and
benefits are to be reduced. If no notification is given by the Executive, the
Company will determine which payments and benefits to reduce. If, as a result of
any reduction required by this section, amounts previously paid to the Executive
exceed the amount to which the Executive is entitled, the Executive will
promptly return the excess amount to the Company.
4.2 Gross Up Payments for Excise Tax. If the Total Payment constitutes a
"parachute payment" as defined in Code Section 280G and exceeds three (3) times
the Executive's "base amount" as defined under Code Section 280G(b)(3) by ten
percent (10%) or more of three (3) times the Executive's base amount, the
Company shall provide to Executive, in cash, an additional payment in an amount
to cover the full excise tax due under Code Section 4999, plus the Executive's
state and federal income and employment taxes on this additional payment (the
"Gross-Up Payment"). Any amount payable under this Section 4.2 shall be paid as
soon as possible following the date of the Executive's Qualifying Termination,
but in no event later than thirty (30) calendar days after such date.
4.3 All determinations required to be made under this Section 4, including
whether reductions are necessary or whether a Gross-Up Payment is required, the
amount of such Gross-Up Payment and the assumptions to be used in determining
such payment, shall be made by the accounting firm used by the Company at the
time of such determination (the "Accounting Firm"). The Accounting Firm shall
provide detailed supporting calculations both to the Company and to Executive
within fifteen (15) business days of the receipt of notice from the Company or
Executive that there has been a Qualifying Termination, or such earlier time as
is requested by the Company. In the event that the Accounting Firm is serving as
accountant or auditor for the individual, entity, or group effecting the Change
in Control transaction, the Executive may appoint another nationally recognized
accounting firm to make the determinations required hereunder (which accounting
firm shall then be referred to as the Accounting Firm hereunder). All fees and
expenses of the Accounting Firm shall be borne solely by the Company.
4.4 Subsequent Recalculation. In the event executive is entitled to a Gross-Up
Payment under Section 4.2 and the Internal Revenue Service subsequently
increases the excise tax computation described in Section 4.2, the Company shall
reimburse the Executive for the full amount necessary to make the Executive
whole on an after-tax basis (less any amounts received by the Executive that the
Executive would not have received had the computations initially been computed
as subsequently adjusted), including the value of any underpaid excise tax, and
any related interest and/or penalties due to the Internal Revenue Service.
SECTION 5
Successors and Assignment
5.1 Successors. The Company shall require any successor (whether pursuant to a
Change in Control transaction, direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business of the
Company to expressly assume and agree to perform the Company's obligations under
this Agreement, in the same manner and to the same extent that the Company would
be required to perform them 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 constitute a material breach of the Agreement and
shall entitle the Executive to terminate the Executive's employment with Good
Reason immediately prior to or at any time after such succession.
5.2 Assignment by Executive. This Agreement shall inure to the benefit of and be
enforceable by the Executive's executor and/or administrators, heirs, devisees,
and legatees. If the Executive should die while any amount would be payable to
Executive hereunder had the Executive continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to the Executive's estate. Executive's rights hereunder shall not
otherwise be assignable.
SECTION 6
Confidentiality of Company Information; Nonsolicitation
Without the prior written consent of the Company, during the term of
this Agreement, and if Executive either experiences a Qualifying Termination or
voluntarily terminates employment without Good Reason, for a period of
twenty-four (24) calendar months thereafter, Executive agrees hereby not to,
directly or indirectly, disclose or use (except as may be required for the
performance of duties assigned by the Company) any trade secret or other
confidential material pertaining to the conduct of the Company's business. The
Company's business, as that term is used herein, includes, but is not limited
to, the Company's records, processes, methods, data, reports, information,
documents, equipment, training manuals, customer lists and business secrets.
Executive further agrees, that during the twenty-four (24) month period
following a Qualifying Termination, Executive shall not initiate contact with or
attempt to recruit employees of the Company or its subsidiaries for employment
outside the Company. Nothing herein, however, shall prevent Executive from
responding to contacts initiated by such employees.
SECTION 7
Miscellaneous
7.1 Contractual Rights to Benefits. This Agreement establishes in Executive a
right to the benefits to which Executive is entitled hereunder. However, except
as expressly stated herein, nothing herein contained shall require or be deemed
to require, or prohibit or be deemed to prohibit, the Company to segregate,
earmark, or otherwise set aside any funds or other assets, in trust or
otherwise, to provide for any payments to be made or required hereunder.
7.2 Obligation Absolute; No Effect on Other Rights. The obligations of the
Company to make the payments to the Executive, and to make the arrangements,
provided for herein shall be absolute and unconditional and shall not be reduced
by any circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company may have against the
Executive or a third party at any time. The provisions of this Agreement, and
any payment provided for herein, shall not supercede or in any way limit the
rights, benefits, duties or obligations which the Executive may have now or in
the future under any benefit, incentive or other plan or arrangement of the
Company or any other agreement with the Company.
7.3 Legal Fees and Expenses. In addition to all other amounts payable to the
Executive under this Agreement, the Company shall pay or reimburse the Executive
for legal fees (including, without limitation, any and all court costs and
attorneys' fees and expenses), up to a maximum Company cost of $100,000,
incurred by the Executive in connection with or as a result of any claim, action
or proceeding brought by the Company or the Executive with respect to or arising
out of this Agreement or any provision hereof; unless, in the case of an action
brought by the Executive, it is determined by an arbitrator or by a court of
competent jurisdiction that such action was frivolous and not brought in good
faith.
7.4 Dispute Resolution. Notice of any dispute or controversy arising under this
Agreement shall be provided in writing to the other party. If such dispute is
not resolved by mutual agreement of the parties within 60 calendar days of the
provision of such notice, Executive shall have the right and option to elect (in
lieu of litigation) to have any such dispute or controversy settled by binding
arbitration. Such arbitration shall be conducted before a panel of three (3)
arbitrators sitting in a location selected by Executive in the metropolitan area
nearest to, and in the same county as, the Executive's place of residence, in
accordance with the rules of the American Arbitration Association then in
effect. Executive's election to arbitrate, as herein provided, and the decision
of the arbitrators in that proceeding, shall be binding on the Company and
Executive. The Company may elect to have a dispute or controversy settled by
binding arbitration only if such dispute or controversy arises under Section 6
of this Agreement.
7.5 Notices. Any notice required to be delivered to the Company or the
Committee by Executive hereunder shall be properly delivered to the Company when
personally delivered to, or received through the U.S. mail, postage prepaid, by:
AGL Resources Inc.
Attn: Senior Vice President and General Counsel
817 West Peachtree Street
Suite 1000
Atlanta, GA 30308
Any notice required to be delivered to Executive by the Company or the
Committee hereunder shall be properly delivered to Executive when personally
delivered to, or actually received through the U.S. mail, postage prepaid, by
Executive.
7.6 Amendment. No provision of this Agreement may be amended, altered, modified,
waived or discharged unless such amendment, alteration, modification, waiver or
discharge is agreed to in a writing signed by both the Executive and such
officer of the Company as is specifically designated by the Committee or the
Board. No waiver by either party, at any time, of any breach by the other party
of, or of compliance by the other party with, any condition or provision of this
Agreement to be performed or complied with by such other party shall be deemed a
waiver of any similar or dissimilar provision or condition of this Agreement or
any other breach or failure to comply with the same condition or provision 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.
7.7 Employment Status. Nothing herein contained shall be deemed to create an
employment agreement between the Company and Executive providing for the
employment of Executive by the Company for any fixed period of time. Subject to
the terms of any other agreement between the Company and the Executive, if any,
Executive's employment with the Company is terminable at will by the Company or
Executive and each shall have the right to terminate Executive's employment with
the Company at any time, with or without Cause, subject to the Company's
obligation to provide any benefits required hereunder. In no event shall
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to Executive under any of the provisions of
this Agreement, nor, except as specifically provided hereunder, shall the amount
of any payment hereunder be reduced by any compensation earned by Executive as a
result of employment by another employer.
7.8 Entire Agreement. This Agreement represents the entire agreement between the
parties with respect to the subject matter hereof, and supersedes all prior
discussions, negotiations, and agreements concerning the subject matter hereof,
including, but not limited to, any prior severance agreement made between
Executive and the Company.
7.9 Tax Withholding. The Company shall withhold from any amounts payable
under this Agreement all federal, state, city, payroll or other taxes legally
required to be withheld.
7.10 Severability. In the event any provision of the Agreement shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Agreement, and the Agreement shall be construed and
enforced as if the illegal or invalid provision had not been included.
7.11 Applicable Law. To the extent not preempted by the laws of the United
States, the law of the State of Georgia shall be the controlling law in all
matters relating to this Agreement.
7.12 Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be an original and all of which shall be deemed to
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and Executive have executed this
Agreement, to be effective as of the day and year first written above.
COMPANY:
AGL RESOURCES INC.
By:
Title:
EXECUTIVE:
Signature
[THIS DOCUMENT HAS BEEN EXECUTED IN DUPLICATE.]