Attachment 2
EXHIBIT NO. 10b(19)
AGREEMENT
confidential
THIS AGREEMENT, is made and entered into this the 18th day of September, 1996,
by and between Carolina Power & Light Company ["CP&L"] and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇. ["▇▇▇▇▇"].
RECITALS
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., presently serves as the Chief Executive Officer of
Carolina Power & Light Company, a position he has held since September, 1979. He
also has served as Chairman of the Board and Chairman of the Executive Committee
since May of 1980. ▇▇▇▇▇ will cease serving as Chief Executive Officer effective
October 1, 1996, but will remain active as Chairman of the Board of Directors
and Chairman of the Executive Committee. As of December 31, 1996, ▇▇▇▇▇ plans to
retire from CP&L, and he will then no longer be an employee of CP&L or any of
its subsidiary companies, but he will then render various services to the
Company pursuant to this Agreement.
▇▇▇▇▇ has been an active employee of CP&L since 1965, during which time he has
acquired special competence in, and intimate knowledge of, the business of CP&L
and of the electric utility industry and related businesses, as well as
government bodies and their impact upon CP&L. He has held many executive
positions within the CP&L organization, including 17 years' service as Chief
Executive Officer. He is one of the most experienced and respected Chief
Executive Officers in the utility industry, and has received national
recognition on many occasions for his management and professional skills.
Because of his knowledge of the CP&L organization, his skills in business, his
record of leadership and knowledge of the industry, and the significant
contributions which he has made and can continue to make to CP&L and to its
Board of Directors, the Board has requested that he continue to serve as
Chairman of the Board of Directors of CP&L and as Chairman of the Executive
Committee, in addition to providing certain services pursuant to this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein set
forth, CP&L, through the action of its Board of Directors, and ▇▇▇▇▇ mutually
agree as follows:
1. TERM OF AGREEMENT. Subject to the provisions for termination as herein set
forth, the term of this Agreement shall be for a period beginning October 1,
1996, and ending September 30, 1999, when ▇▇▇▇▇ will reach the age of 65. It is
anticipated that ▇▇▇▇▇ will not serve as Chairman after the May, 1999, meeting
but will continue to provide other services through September 30, 1999, as set
out in this Agreement.
2. DUTIES AND RESPONSIBILITIES. ▇▇▇▇▇ shall perform the duties of the Chairman
of the Board of Directors and Chairman of the Executive Committee, as set forth
in the CP&L By-Laws and as directed by the Board. In addition to such service
for the Board of Directors, it is acknowledged that ▇▇▇▇▇ has unique skills,
knowledge, and contacts in areas and activities in which CP&L and its
subsidiaries operate, which qualify him to represent CP&L and its subsidiaries
in industry, governmental, public relations and civic matters and to assist CP&L
and its subsidiaries in furthering CP&L's business purposes. To that end, ▇▇▇▇▇
as Chairman will also be available to perform the following services, as
requested, subject to the request and general direction of CP&L's Chief
Executive Officer: [1] he will assist management in maintaining relations and
communications with the investing public, shareholders, and financial analysts;
[2] he will assist in representing CP&L in general industry, trade association,
charitable, educational, and public interest organizations and projects; [3] he
will assist in studying, evaluating, and advising management and the Board on
general economic and regulatory conditions and the implications of such as a
basis for determining the strategic, operational and financial plans and
policies of CP&L; [4] he will assist management in establishing and maintaining
favorable relationships and communications with federal, state and local
agencies involved in the regulation of CP&L and its subsidiary companies; [5] he
will keep abreast of legislative matters which affect the Company's operations,
and represent CP&L if called upon to present CP&L's views on legislative issues
to federal, state, and local governments; [6] he will assist management in
representing CP&L's views and interests to trade associations and other
industry-related organizations; [7] he will be available to participate and
assist in the contact, maintenance, and development of existing and prospective
customer relationships for CP&L and its subsidiary companies; [8] he will be
available for speaking engagements and other presentations; [9] he will advise
with respect to contributions, investments, and pension plan matters; and [10]
any other reasonable specific service as may be requested by the Chief Executive
Officer and/or the Board of Directors of CP&L.
3. INDEPENDENT CONTRACTOR. ▇▇▇▇▇ shall not be involved in the day-to-day
management or operations of CP&L, and his services shall be as directed by the
Chief Executive Officer. ▇▇▇▇▇ shall carry out his duties and responsibilities
as an independent contractor, and not as an employee of CP&L. ▇▇▇▇▇ shall
endeavor to make himself available at such times as CP&L shall reasonably
request for meetings, public appearances, governmental hearings, and similar
events. Consistent with the foregoing, ▇▇▇▇▇ shall devote such time to carrying
out his duties and responsibilities herein as he and the Chief Executive Officer
shall deem necessary, and he shall render the services herein at such time or
times as he and the Chief Executive Officer shall determine. ▇▇▇▇▇ shall not be
required to work full time or to work any set schedule or number of hours during
any specific period, nor shall he be required to submit time reports or
schedules to CP&L, except as otherwise provided for reimbursement of expenses.
4. COMPENSATION. ▇▇▇▇▇'▇ compensation for the year 1996 shall be as set by the
Board to include approved base salary and incentive plan payments to be made in
1997. For the services rendered by ▇▇▇▇▇ as Chairman of the Board of Directors
and Chairman of the Executive Committee and for other services, pursuant to this
Agreement, CP&L shall pay to ▇▇▇▇▇ the sum of $33,100 per month, beginning
January 1, 1997, through December 31, 1997, and $27,583 per month beginning
January 1, 1998, through December 31, 1998; and $16,550 per month beginning
January 1, 1999, through September 30, 1999. Such payments are to be made at the
end of each calendar month.
5. OFFICE AND EXPENSES. CP&L will make available for ▇▇▇▇▇ office space,
secretarial and other support services appropriate to the performance of these
duties and responsibilities. These shall be as approved by the Chief Executive
Officer. CP&L shall pay the bills of or reimburse ▇▇▇▇▇ in accordance with CP&L
policies for all reasonable travel and other expenses incurred by ▇▇▇▇▇
[including, when appropriate, travel expenses for his wife] in performing
services under this Agreement upon presentation by him of the required
accounting and documentation in such form as is satisfactory to the Chief
Financial Officer of CP&L. ▇▇▇▇▇ may use corporate air travel in the performance
of these duties, with approval of the Chief Executive Officer, and he will be
provided a company automobile allowance in accordance with CP&L policy. The
company will continue to maintain for him a home alarm and security service, a
company network telephone and facsimile equipment at his residence, and a car
telephone. [It is anticipated that a reduced level of office and secretarial
support will also be supplied to ▇▇▇▇▇ after September 30, 1999, in his capacity
as retired Chairman and Chief Executive Officer. Such arrangements will be by
mutual agreement as approved by the Chief Executive Officer.]
6. BENEFITS. After January 1, 1997, ▇▇▇▇▇ shall not be entitled to participate
in any retirement plans or other benefit plans provided by CP&L for its
employees as a consequence of his service as Chairman of the Board of Directors,
except to the extent that such participation results from ▇▇▇▇▇'▇ prior services
as an employee or officer of the Company.
7. INCOME TAX WITHHOLDING. CP&L shall not withhold federal or state income taxes
or employment taxes from payments made to ▇▇▇▇▇ hereunder, unless otherwise
required so to do by law.
8. FINANCIAL PLANNING SERVICES. CP&L shall provide ▇▇▇▇▇ with financial planning
services, and shall reimburse ▇▇▇▇▇ for the costs of financial and legal
advisors, to the same extent as if ▇▇▇▇▇ were a senior executive entitled to
participate in CP&L's executive financial planning program. Such services and
reimbursement shall be available to ▇▇▇▇▇ for one year following the end of the
term of the Agreement and to his spouse for one year following his death.
9. NON-COMPETITION. During the term of this Agreement and for three years
thereafter, ▇▇▇▇▇ shall not engage in any business in competition with, or in
anyway in conflict with, the business of CP&L as an officer, employee, advisor,
consultant, partner, principal shareholder, or otherwise in which he shall have
an active role in consulting or advising with respect to such other business or
activity. ▇▇▇▇▇ shall be deemed to be a principal shareholder of any corporation
if he owns or controls, directly or indirectly, twenty-five percent [25%] or
more of the voting stock of the corporation. Further, ▇▇▇▇▇ shall not engage in
any activity involving any other electric utility without the advance written
approval of the CP&L Chief Executive Officer.
10. TERMINATION. This Agreement shall terminate at the close of business on
September 30, 1999. Additionally, this Agreement shall terminate upon the
occurrence of the following events:
[a] Death or Incapacity. This Agreement shall terminate upon the death
of ▇▇▇▇▇. In the event of ▇▇▇▇▇'▇ incapacity for a period in excess of
three months, the Board of Directors of CP&L may terminate this
Agreement. In the event of the death of ▇▇▇▇▇, CP&L shall pay to any
party that has been designated by ▇▇▇▇▇ in writing to CP&L, or if no
such party has been designated, to his executor(s) or administrator(s),
or in the event of such incapacity, to ▇▇▇▇▇ or his designee, guardian,
or representative, an amount equal to his unpaid compensation hereunder
as of the end of the month in which he dies or has been incapacitated
for the previous consecutive three months, and thereafter CP&L shall
have no further liability to ▇▇▇▇▇ or his executors or administrators
for compensation for additional services arising pursuant to this
Agreement.
[b] Failure to Perform. In the event of ▇▇▇▇▇'▇ failure to observe or
perform the provisions of this Agreement required to be observed or
performed by him following written notice of such nonperformance, or if
▇▇▇▇▇ shall accept full-time employment with any other organization,
then in either event, CP&L may terminate this Agreement, such
termination to be effective thirty [30] days after CP&L gives written
notice of such termination to ▇▇▇▇▇.
It is understood and agreed by ▇▇▇▇▇ and CP&L that nothing contained in this
Agreement shall obligate the Board, any member of the Board, or CP&L in any way
to vote for, elect, or continue ▇▇▇▇▇ in office as Chairman of the Board of
Directors or Chairman of the Executive Committee if at any time a majority of
the Board determines that it is in CP&L's best interests not to so do.
11. NOTICES. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and sent by registered mail to ▇▇▇▇▇ at ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇, or to such other address as
either party shall designate by written notice to the other.
12. ASSIGNMENT. The rights and obligations of CP&L under this Agreement shall
inure to the benefit of and shall be binding upon the successors and assigns of
CP&L. The rights and obligations of ▇▇▇▇▇ hereunder are personal, and may not be
assigned or delegated by ▇▇▇▇▇.
13. MODIFICATION, WAIVER AND ATTACHMENT.
[a] Amendment of Agreement. This Agreement may not be modified or
amended except by an instrument in writing signed by the parties
hereto. This Agreement may be modified, amended, or extended by an
instrument in writing signed by the parties hereto.
[b] Waiver. 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 of the party charged with such waiver, 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.
[c] No Attachment. Except as required by law, no right to receive
payments under this Agreement shall be subject to 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.
14. SEVERABILITY. If, for any reason, any provision of this Agreement is held
invalid, such invalidity shall not affect any other provision of this Agreement
not held so invalid, and each such other provision shall to the full extent
consistent with law continue in full force and effect. If any provision of this
Agreement shall be held invalid in part, such invalidity shall in no way affect
the rest of such provision not held so invalid, and the rest of such provision,
together with all other provisions of this Agreement, shall to the full extent
consistent with law continue in full force and effect.
15. EFFECT ON OTHER AGREEMENTS. Nothing contained in this Agreement is intended
to alter in any way or to affect the provisions of any other agreement or
contract which previously may have been entered into by and between ▇▇▇▇▇ and
CP&L.
16. GOVERNING LAW. This Agreement has been executed and delivered in North
Carolina, and its interpretation, performance and enforcement shall be governed
by such laws.
IN WITNESS WHEREOF, CP&L, through its Board of Directors, has caused this
Agreement to be executed and its seal to be affixed hereunto by its officers
duly authorized, and ▇▇▇▇▇ has signed and sealed this Agreement, all on the day
and year first above written.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
CAROLINA POWER & LIGHT COMPANY
/S/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.