EARLY RETIREMENT AGREEMENT
This Early Retirement Agreement will confirm the agreement made by and
between __________________________ (herein called "Employee") and AGL RESOURCES
INC. (which, with its affiliates, is herein called "the Company").
The Employee has been employed by the Company for many years and has
provided valuable and loyal service throughout those years. This Early
Retirement Agreement has been offered to the Employee for a period of 45 days
for his consideration. After consultation with his family, legal and financial
counselors, the Employee has determined to terminate his employment with the
Company in exchange for certain early retirement benefits. In consideration of
the mutual benefits to each party, the parties agree as follows:
1. DATE OF EARLY RETIREMENT. The Employee will retire and cease to be an
employee of the Company effective as of _____________ ____, 1999 (the
"Retirement Date"). The Employee's base salary will continue through
_________________ _____, 1999.
2. RETIREMENT BENEFITS. In addition to the retirement benefits to which
the Employee would be entitled based upon his employment through his
Retirement Date, the Employee shall receive the following as additional
consideration, which the Employee acknowledges is significant and
substantial:
(a) AGL Resources Inc. Retirement Plan. On the Retirement Date,
the Employee shall cease to accrue years of service under the
Retirement Plan. He will become eligible to commence receiving
benefit payments under the Retirement Plan in accordance with
the terms of the Retirement Plan.
(b) Supplemental Retirement Benefit. From the Effective Date of
this Agreement until the Employee reaches age 55, the Employee
shall receive a monthly supplement payable from the Company's
general assets, in an amount equal to: (i) the monthly amount
the Employee would be entitled to under the Retirement Plan,
plus (ii) the difference between the amount in (i) and the
amount his monthly benefit would have been under the
Retirement Plan if he had five (5) additional years of age
and five (5) additional Years of Eligibility Service (as
defined in the Retirement Plan). Upon the Employee's
attaining age 55, the monthly supplement will be reduced by
the amount to which the Employee would be entitled under the
Retirement Plan. The payment of this supplemental retirement
benefit will be made in the same form and for the same
duration as selected by the Employee for his benefit under
the Retirement Plan.
(c) Social Security Bridge Payments. The Employee shall also
receive a monthly Social Security bridge payment, payable from
the Company's general assets, in the amount of One Thousand
Three Hundred Dollars ($1,300.00), through and including the
month in which the Employee attains age 62.
(d) Death Benefits. To the extent the form selected by the
Employee for his benefit under the Retirement Plan and the
Supplemental Retirement Benefit provides a survivor benefit,
that benefit will be so paid. If the Employee should die prior
to attainment of age 62, the Social Security bridge payments
shall cease as of the month of death.
3. WELFARE AND OTHER BENEFITS. Unless otherwise specified below, upon the
Retirement Date, the Employee shall cease to participate in the
Company's employee benefit plans, pursuant to the terms and conditions
of the plan documents.
(a) Retiree Medical and Dental Insurance Coverage.
* If the Employee would have completed 25 years of service with the
Company and/or its Affiliates upon his attainment of age 62 - The
Employee and his dependents that are under age 65 shall receive
coverage under the Company's group retiree medical and dental
plans until the Employee and his spouse (if applicable) each
reach age 65. The cost of the Employee's coverage will be paid by
the Company (or its affiliate that last employed the Employee).
The Employee shall pay premiums for the cost of coverage for his
dependents under the age of 65 at the same rate as other Company
retirees pay for dependent coverage. However, the Company
reserves the right to amend or terminate such group medical and
dental plans at its discretion and reserves the right to change,
increase or decrease the amount of the retiree premiums for this
coverage. The Employee shall, however, continue to be treated
as any other retiree with regard to the coverages and the amounts
of premiums charged for the coverages.
* If the Employee would not have completed 25 years of service with
the Company and/or its Affiliates upon his attainment of
age 62 - The Employee and his dependents shall receive coverage
under the Company's group retiree medical and dental plans. The
Employee shall pay the full cost of his coverage (without any
Company subsidy), and he shall pay premiums for the cost of
coverage for his dependents under the age of 65 at the same rate
as other Company retirees pay for dependent coverage until
the Employee and his spouse (if applicable) each reach age 65.
However, the Company reserves the right to amend or terminate
such group medical and dental plans at its discretion and
reserves the right to change, increase or decrease the amount of
the retiree premiums for this coverage. The Employee shall be
treated as any other Company retiree with regard to the coverages
and the amounts of premiums charged for the coverages.
Upon the Employee's attainment of age 65, coverage under the
Company's plans will coordinate with Medicare, with Medicare
as the primary payor. If the Employee becomes employed by
another employer and becomes covered under that employer's
group health insurance coverage, then that employer's group
health insurance coverage shall be primary (or secondary if he
is then eligible for Medicare), and the Company's retiree
medical/dental coverage shall pay only after those coverages.
(b) Basic Life Insurance. The Company shall continue to pay the
premiums for the Employee's basic life insurance coverage of
$10,000 under the Company's Group Life Insurance Plan, until
the death of the Employee.
(c) GRIP Life Insurance. The Company shall continue to pay the
Employee's premium for coverage under the GRIP plan until the
policy is paid in full (at the later of the date the policy
has been in effect for ten years or the Employee reaches age
65, whichever is later). These premium payments will continue
to be treated as taxable income to the Employee.
(d) Accidental Death & Dismemberment. Coverage under the Company's AD&D
policies shall cease upon the Retirement Date.
(e) Dependent Life Insurance. Coverage on the life of any
dependent of the Employee under the Company's policies and
plans shall cease on the Retirement Date.
(f) Short-Term Disability and Long-Term Disability Insurance.
Coverage under the Company's Short-Term Disability Plan and
Long-Term Disability Plan shall cease upon the Retirement
Date.
(g) Flexible Benefits Plan. The Employee's coverage under the
Company's Flexible Benefits Plan shall cease on the Retirement
Date.
(h) Employee Allowance Fund. The Employee shall continue to
participate in the Employee Allowance Fund for the remainder
of 1999 without proration. The Employee shall reimburse the
Company for any expenses incurred by the Employee in excess of
his Employee Allowance for the year.
(i) Automobile Allowance. If the Employee is leasing an automobile
through the Employee Allowance Fund on the Retirement Date,
the Employee shall be permitted to choose to: (1) assume the
lease on the Retirement Date, (2) return the automobile to the
Company on the Retirement Date, or (3) continue the lease
through the end of 1999 and then either assume the lease or
return the automobile to the Company.
(j) AGL Resources Inc. Retirement Saving Plus Plan and
Nonqualified Savings Plan. Upon the Retirement Date, the
Employee shall cease to participate in the RSP and the NSP. As
soon as practicable after the Retirement Date, the Employee's
total account in the RSP will be payable to him. The
Employee's NSP account will be payable to him after the end of
1999.
(k) AGL Resources Inc. Leveraged Employee Stock Ownership Plan.
The Company has terminated the LESOP. The Employee shall be
eligible to receive a distribution of his account in the LESOP
at the same time as all other accounts in the LESOP are
distributed.
(l) Survivor Support and Survivor Income Plan. The Employee's
coverage under the Company's Survivor Support and Survivor
Income Plan shall cease as of the Retirement Date.
(m) Outplacement Services. The Employee shall be entitled to
certain career transition services, such as planning job
search strategies, evaluating personal strengths and
weaknesses, resume preparation and training in interview
techniques, for a period of up to 12 months through a provider
selected by the Company.
(n) Stock Options and Restricted Stock. The Company shall request
that the Committee administering the Company's Long-Term Stock
Incentive Plan of 1990 extend the operation of the Employee's
outstanding stock options so that vesting may continue to
occur, and once vested, the options shall continue to be
exercisable, until the full term of the option or the
Employee's attaining age 62, whichever is the first to occur.
Any outstanding incentive stock options shall convert to
nonqualified stock options on the date three months following
the Retirement Date. Any outstanding shares of restricted
stock granted to the Employee which are unvested on the
Retirement Date shall be forfeited.
(o) Unused Earned Vacation. As soon as practicable following the
Retirement Date, the Company shall pay the Employee, in a lump
sum, an amount equal to his unused 1999 vacation entitlement.
4. RESTRICTIVE COVENANTS. For and in consideration for the payment and
benefits provided to the Employee under this Early Retirement
Agreement, the Employee agrees to the terms of the following:
(a) Covenant Not to Compete. The Employee covenants and agrees that,
during a period beginning on the Retirement Date and ending one
(1) year thereafter, he will not directly or indirectly, on his
own behalf or on behalf of any person or entity, compete with the
Company by performing activities or duties substantially
similar or related to the functions, activities or duties
performed by the Employee for the Company for any business entity
engaged in direct competition with the Company. A business entity
shall be considered to be "in direct competition" with the Company
if it is engaged in producing, manufacturing, distributing,
marketing, selling, servicing or repairing products similar to
products produced, manufactured, distributed, marketed, sold,
serviced or repaired by the Company, including (but not limited
to) any type of production and distribution of any energy source,
whether by cultivation of natural resources or by technology.
This restriction shall apply only to a restricted territory
within a 100-mile radius of any locations, sites or facilities
in which the Company (including its affiliates) maintains
offices, operations or service contracts or has provided services
during the 12-month period immediately preceding the Retirement
Date.
(b) Nondisclosure and Confidentiality. The Employee acknowledges and
agrees that during the term of his employment, he has had access
to trade secrets and other confidential information unique to
the business of the Company and that the disclosure or
unauthorized use of such trade secrets or confidential information
by the Employee would injure the Company's business. Therefore,
the Employee agrees that he will not, at any time during which he
is receiving any benefits hereunder, use, reveal or divulge any
trade secrets or any other confidential information which, while
not trade secrets or information unique to the Company's business,
is highly confidential and constitutes a valuable asset of the
Company by reason of the material investment of the Company's time
and money in the production of such information. The Employee
agrees that he will not use, reveal or divulge any general
confidential or customer-related information.
(c) Nonsolicitation. Due to the Employee's extensive knowledge of
the specifics of the Company's business, and its customers and
clients, the Employee agrees that during the period he is
receiving payments hereunder, he will not, without the prior
written consent of the Company, either directly or indirectly, on
his own behalf or in the service or on behalf of others, solicit,
divert or appropriate, or attempt to solicit, divert or
appropriate, to any business that competes with the Company's
business any person or entity who transacted business with the
Company during the year preceding the Retirement Date. This
provision shall be specific to any and all persons or entities
with whom the Employee has (i) had direct contact, (ii) been a
party to marketing or sales strategies with regard to, or (iii)
been privy to marketing or sales strategies with regard to such
persons or entities. For purposes of this provision, the
Company's business shall include any and all aspects of producing,
manufacturing, distributing, marketing, selling, servicing or
repairing products similar to products produced, manufactured,
distributed, marketed, sold, serviced or repaired by the Company
and/or any of its affiliates, including (but not limited to) any
type of production and distribution of any energy source,
whether by cultivation of natural resources or by technology.
The Employee agrees that during the period he is receiving
payments and benefits hereunder, he will not, either directly
or indirectly, on his own behalf or in the service or on
behalf of others solicit, divert or hire away, or attempt to
solicit, divert or hire away to any business that competes
with Company's business any person employed by the Company, or
any person employed by the Company at any time during the
period beginning one (1) year prior to the Retirement Date.
5. COOPERATION AFTER RETIREMENT DATE. The Employee agrees to cooperate
fully with the Company during the period that benefits are provided
hereunder and to reasonably assist the Company thereafter on all
matters relating to his employment and the conduct of business,
including any litigation, claim or suit in which the Company deems
that the Employee's cooperation is needed. The Employee also agrees
that during the period that benefits are provided hereunder, the
Employee will make himself available on reasonable notice to furnish
reasonable transition services in the nature of a consultant to the
Company regarding any issues arising from the Employee's employment
and the conduct of business prior to the Retirement Date,
including but not limited to any litigation matters involving the
Company as a party or witness and as to which the Employee possesses
knowledge or information which is relevant to the litigation. The
Company agree to reimburse the Employee for all reasonable
"out-of-pocket" expenses related to provision of the services
referenced in this Paragraph, provided the Employee receives advance
approval of such expenses by the Company's Chief Employee Officer
and provides the Company with receipts and invoices for all such
expenses in accordance with the general expense reimbursement policy.
6. GENERAL RELEASE. The Employee agrees, for himself, his spouse,
heirs, executor or administrator, assigns, insurers, attorneys
and other persons or entities acting or purporting to act on his
behalf, to irrevocably and unconditionally release, acquit and
forever discharge the Company, its affiliates, subsidiaries,
directors, officers, employees, shareholders, partners, agents,
representatives, predecessors, successors, assigns, insurers,
attorneys, benefit plans sponsored by the Company and said plans'
fiduciaries, agents and trustees, from any and all actions, cause of
action, suits, claims, obligations, liabilities, debts, demands,
contentions, damages, judgments, levies and executions of any kind,
whether in law or in equity, known or unknown, which the Employee
has, has had, or may in the future claim to have against the Company
by reason of, arising out of, related to, or resulting from
Employee's employment with the Company or the termination thereof.
This release specifically includes without limitation any claims
arising in tort or contract, any claim based on wrongful discharge,
any claim based on breach of contract, any claim arising under federal,
state or local law prohibiting race, sex, age, religion, national
origin, handicap, disability or other forms of discrimination, any
claim arising under federal, state or local law concerning
employment practices, and any claim relating to compensation or
benefits. This specifically includes, without limitation, any
claim which the Employee has or has had under Title VII of the Civil
Rights Act of 1964, as amended, the Age Discrimination in
Employment Act, as amended, the Americans with Disabilities Act,
as amended, and the Employee Retirement Income Security Act of
1974, as amended. Notwithstanding the provisions of Section XII
hereof, it is understood and agreed that the waiver of benefits and
claims contained in Section XII does not include a waiver of the
right to payment of any vested, nonforfeitable benefits to which
the Employee or a beneficiary of the Employee may be entitled under
the terms and provisions of any employee benefit plan of the Company
which have accrued as of the Retirement Date, and does not include a
waiver of the right to benefits and payment of consideration to which
the Employee may be entitled under this Agreement. The Employee
acknowledges that he is only entitled to the additional benefits
and compensation set forth in this Agreement, and that all other
claims for any other benefits or compensation are hereby waived,
except those expressly stated in the preceding sentence.
7. PENALTIES. In addition to any legal or equitable remedies available to
the Company, including injunctive relief, the Employee agrees and
acknowledges that if he violates any provision of this Early Retirement
Agreement, the Company may immediately cease any and all payments and
benefits payable to the Employee hereunder.
8. REVOCATION PERIOD. For a period of seven (7) days following execution
of this Early Retirement Agreement, the Employee may revoke this Early
Retirement Agreement by sending written notice of revocation by
Certified Mail (return receipt requested) within that period to:
AGL Resources Inc.
303 Peachtree Street
Suite 400
Atlanta, GA 30308
Attn: General Counsel
9. GOVERNING LAW. This Early Retirement Agreement shall be construed in
accordance with, and governed by, the laws of the State of Georgia,
except to the extent that the laws of the United States shall otherwise
apply.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and
supercedes all prior and contemporaneous oral and written agreements
and discussions.
11. EFFECTIVE DATE. For purposes of this Agreement, the "Effective Date" of
this Agreement shall be the date on which this Agreement becomes
effective, which shall be the date which is exactly eight (8) days
following the Execution Date, unless this Agreement has been revoked by
the Employee prior to such date in accordance with the provisions of
this Agreement. The Execution Date shall mean that date on which this
Agreement is executed by the parties.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
__________ day of _______________________, 1999.
EMPLOYEE:
-----------------------------------
COMPANY:
AGL RESOURCES INC.
BY:_______________________________