Exhibit 10
Amendment to Employment Agreement
Amendment to the Employment Agreement dated January 1, 2005 between KeySpan
Corporation, a New York corporation (the "Company") and Anthony Sartor (the
"Executive") which is effective upon the date of execution set forth below (the
"Amendment".)
WITNESSETH THAT
WHEREAS, the Company and the Executive entered into that certain Employment
Agreement dated as of January 1, 2005 (the "Employment Agreement"), pursuant to
which the Company provided for the employment of the Executive and the Executive
agreed to be employed by the Company, under the terms and conditions therein
stated; and
WHEREAS, the Company and the Executive desire to amend the Employment
Agreement;
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
1. Section 2.2 of the Employment Agreement is hereby amended to extend the
Expiration Date from April 1, 2008 to April 1, 2009.
2. Section 4.2 is hereby amended and restated to be consistent with the Term
of this Agreement in paragraph 1 above. The following words will be
deleted: "upon attainment of age 65" and substituted in their place "at the
Expiration Date of this Agreement; April 1, 2009."
3. Section 4.4 is modified to add the following after the word; "Term"; plus
(z) the Highest Annual Bonus (as defined under the Senior Executive Change
of Control Plan") that would have been payable in each year for the
remainder of the Term.
4. Section 4.7(z) is deleted in its entirety and the following words are
inserted as subparagraph (z); "the Highest Annual Bonus (as defined under
the Senior Executive Change of Control Plan") that would have been payable
in each year for the remainder of the Term.
5. Section 5.2(D) is deleted in its entirety.
6. A new Section 5.2 (D) is added to state the following "Section 5.2 will not
apply after a determination of a Change of Control, as such term is defined
in the KeySpan Senior Executive Change of Control Plan, if Executive is
terminated by the Company in accordance with Section 4.7 hereof for any
Reason other than Good Cause."
7. Section 5.2(E) is added to state the following: "If Executive terminates
his employment pursuant to Section 4.4, after a Change of Control of
KeySpan Corporation, as such term is defined in the KeySpan Senior
Executive Change of Control Plan, then the Restricted Period will only
continue through March 31, 2009.
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8. Section 5.2(F) is added to state the following: "If KeySpan sells or
otherwise disposes in any manner substantially all of the assets or the
equity interest of Bard Rao + Athanos, LLC and/or Paulus, Sokolowski &
Sartor, LLC and Executive will not control or in any way be involved in
such purchase or acquisition of either company, then KeySpan acknowledges
that Executive may terminate his employment for Good Reason pursuant to
Section 4.4. whether Executive is employed or not employed by such acquirer
or purchaser.
9. Section 5.2(G) is added to state the following: "If Executive or a
corporation, partnership or other entity controlled by, under common
control with, or controlling Executive, purchases, acquires or obtains in
any manner substantially all of the assets or the equity interest of Bard
Rao + Athanos, LLC and/or Paulus, Sokolowski & Sartor, LLC, then Section
5.2 will not apply with respect to those competitive line(s) of business
engaged in by Bard Rao + Athanos, LLC and/or Paulus, Sokolowski and Sartor,
LLC and KeySpan acknowledges that Executive may terminate his employment
for Good Reason pursuant to Section 4.4. whether Executive is employed or
not employed by such acquirer or purchaser.
10 Section 1. of the Supplemental Retirement Agreement dated January 1, 2005
between the Company and the Executive is amended to delete the last
sentence in its entirety and replace it with the following "Executive
acknowledges that in accordance with the terms and conditions of the
Employment Agreement, Executive will retire no later than April 1, 2009. In
addition, each reference in the Supplemental Retirement Agreement to "April
1, 2008" is restated to be April 1, 2009 to be consistent with the Term of
paragraph 1 of the Employment Agreement.
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11. Section 2a (ii) of the Supplemental Retirement Agreement is amended to
delete after the words; "by adding"; "one-half year" and replacing them
with "one year."
12. The second sentence of Section 4b.of the Supplemental Retirement Agreement
is amended to delete the following; "80% of the Executive's target
incentive payable in each year during the remainder of the Term," and
insert the following; "the Highest Annual Bonus (as defined under the
Senior Executive Change of Control Plan") that would have been payable in
each year for the remainder of the Term."
13. In the fifth sentence of Section 5 of the Supplemental Retirement
Agreement, the reference to age "65" is modified to replace it with age
"66."
14. Section 5.2(H) is added as follows. Notwithstanding the above, if Executive
submits a written request to KeySpan seeking a waiver of all provisions of
this Section 5.2, then KeySpan agrees to consider such waiver. KeySpan's
consent to such waiver will not be unreasonably withheld or delayed. If
KeySpan agrees to waive the provision of this Section 5.2, then this
Amendment will be null and void and of no effect, and the Employment
Agreement will continue in full force except with respect to the
requirements of this Section 5.2 which will be waived.
15. The following provision will be inserted in the Agreement because of the
enactment of Section 409A of the Internal Revenue Code.
Notwithstanding anything herein to the contrary, if at the time of
Executive's termination of employment with the Company, he is a specified
employee" as defined in Section 409A of the Internal Revenue Code, as
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amended (the "Code") and the deferral in the commencement of any payment or
benefits otherwise payable hereunder as a result of such termination of
employment is necessary in order to prevent any accelerated or additional
tax under Section 409A of the Code, then the Company will defer
commencement of the payment of any such benefit or payment hereunder
(without any reduction in such payment or benefit ultimately paid or
provided to Executive) until the date that is six months following
Executive's termination of employment with the Company (or the earliest
date as is permitted under Section 409A of the Code.)
16. The Parties agree that in all other respects, the Employment Agreement is
ratified and confirmed.
IN WITNESS WHEREOF, the Executive has executed this Agreement and, pursuant
to authorization of its Board of Directors, the Company has caused this
Agreement to be executed in its name and on its behalf, all as of the day and
year written below.
/s/Anthony Sartor
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Anthony Sartor
Date: 8/30/06
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/s/Robert B. Catell
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KEYSPAN CORPORATION
By: Robert B. Catell
Chairman and Chief Executive Officer
Date: 9/5/06
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