Exhibit 10.19
CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT
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This CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT (the
"Agreement") is entered into as of the 25th day of April, 1995, by
and between YANKEE ENERGY SYSTEM, INC., a Connecticut corporation
("YES"), and its wholly-owned subsidiary, YANKEE GAS SERVICES
COMPANY, also a Connecticut corporation ("Yankee"), referred to
collectively as the "Employer", and ____________________ ( the
"Executive").
RECITALS:
A. The Executive is a key member of the management of the
Employer. It is in the best interest of YES, its shareholders,
and Yankee to provide an inducement to the Executive to remain in
the service of Employer in the event of a proposed or anticipated
Change in Control (as defined herein), as well as to facilitate an
orderly transition in the event of a Change in Control.
B. Employer wishes to assure the continued attention and
dedication of Executive to his or her assigned duties without any
possible distraction arising out of uncertain personal
circumstances in connection with a proposed or anticipated Change
in Control.
C. Employer wishes to provide to Executive compensation
and benefit arrangements upon a Change of Control that are fair
and equitable and which are competitive with those of other
corporations.
D. The following provisions have been approved by the
Boards of Directors of YES and Yankee, and apply in the event of a
Change in Control.
AGREEMENT:
1. Definitions: For purposes of this Agreement, the
following terms shall have the meanings set forth in this Section
1.
"Benefit Plan" - Any plan, policy, or program of
Employer (whether or not on an insured basis) providing medical,
dental, health, disability income, life insurance or other death
benefits, or similar types of benefits to employees of Employer.
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Benefit Plan does not include any plan or arrangement providing
for vacation pay, bonuses or incentive compensation of any kind,
or current or deferred salary or similar compensation.
"Board" - the Board of Directors of YES.
"Cause" - cause for termination shall mean (i)
commission of an act of fraud, embezzlement, or theft constituting
a felony, (ii) commission of an act (or failure to take an action)
intentionally against the interest of Employer which causes
Employer material injury, or (iii) the failure of Executive to
substantially perform his or her duties with Employer (other than
such failure resulting from incapacity due to physical or mental
illness). Notwithstanding the foregoing, Executive shall not be
deemed to have been terminated for Cause unless and until there
shall have been delivered to Executive a copy of a resolution duly
adopted by the affirmative vote of not less than two-thirds of the
entire membership of the Board at a meeting of the Board (after
reasonable notice to Executive and an opportunity for Executive,
together with Executive's counsel, to be heard before the Board),
finding that in the good faith opinion of the Board Executive was
guilty of conduct constituting Cause as defined in this Agreement
and specifying the particulars thereof in detail. The foregoing
provisions shall not restrict the authority, discretion, or power
of the Board (or of the board of directors of Yankee), by any
action taken in compliance with YES's (or Yankee's) certificate of
incorporation and bylaws, to terminate Executive's employment with
or without Cause. Rather, the foregoing provisions merely define,
for purposes of Executive's contractual rights and remedies under
this Agreement, the circumstances in which termination of
Executive's employment will constitute termination for Cause.
"Change in Control" - A change in control of YES shall mean:
(a) A change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A as in effect on the date hereof pursuant to the
Exchange Act; provided that, without limitation, such a change in
control shall be deemed to have occurred at such time as any
Person hereafter becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of 25
percent or more of the combined voting power of YES Voting
Securities; or
(b) The occurrence of a change during any 25
consecutive calendar months in the composition of the Board so
that the Continuing Directors (as hereafter defined) cease for
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any reason to constitute a majority of the Board. As used herein,
"Continuing Directors" means the individuals who were directors at
the beginning of the 25-month period or whose nomination for
election or appointment to the Board was approved by a vote of at
least a majority of the then Continuing Directors; or
(c) There shall be consummated (i) any consolidation
or merger of YES in which YES is not the continuing or surviving
corporation or pursuant to which Voting Securities (other than
fractional shares) would be converted into cash, securities, or
other property, other than a merger of YES in which the holders of
Voting Securities immediately prior to the merger have the same
proportionate ownership of common stock of the surviving
corporation immediately after the merger, (ii) any sale, lease,
exchange, or other transfer (in one transaction or a series of
related transactions) of a majority (by value) of the assets of
YES, provided that any such consolidation, merger, sale, lease,
exchange, or other transfer consummated at the insistence of an
appropriate public utility regulatory agency shall not constitute
a Change in Control; or
(d) Approval by the shareholders of YES of any plan or
proposal for the liquidation or dissolution of YES; or
(e) Determination by the Board that a Change in
Control has occurred for purposes of this Agreement.
"Code" - The Internal Revenue Code of 1986, as amended.
"Date of Termination" - Shall mean (a) if this Agreement is
terminated for Disability, 30 days after Notice of Termination is
given (provided that Executive shall not have returned to the
performance of Executive's duties on a full-time basis within such
30-day period), or (b) if Executive's employment is terminated for
any other reason, the date on which a Notice of Termination is
given; provided that if within 30 days after any Notice of
Termination is given the party receiving such Notice of
Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the
date on which the dispute is finally determined, either by mutual
written agreement of the parties or by a final judgment, order, or
decree of a court of competent jurisdiction (the time for appeal
therefrom having expired and no appeal having been perfected).
The term of this Agreement shall be extended until the Date of
Termination.
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"Disability" - Termination of Executive's employment with
Employer for "Disability" shall mean termination because of (a)
Executive's absence from Executive's duties with Employer on a
full-time basis for 180 consecutive days as a result of
Executive's incapacity due to physical or mental illness and (b)
Executive's failure to return to performance of Executive's duties
with Employer on a full-time basis within 30 days after a written
Notice of Termination is given to Executive.
"Exchange Act" - The Securities Exchange Act of 1934, as
amended.
"Good Reason"- Termination by Executive of Executive's
employment for "Good Reason" shall mean termination based on any
of the following:
(a) A change in Executive's status or position or
positions with Employer which, in Executive's reasonable judgment,
represents a demotion from Executive's status or position or
positions as in effect immediately prior to the Change in Control,
or a change in Executive's duties or responsibilities which, in
Executive's reasonable judgment, is inconsistent with such status
or position or positions, or any removal of Executive from or any
failure to reappoint or reelect Executive to such position or
positions, except in connection with the termination or
Executive's employment for Cause or Disability or as a result of
Executive's death or the termination by Executive other than for
Good Reason; or
(b) A reduction by Employer in Executive's base salary
as in effect immediately prior to the Change in Control; or
(c) The failure by Employer to continue in effect any
Plan in which Executive is participating at the time of the Change
in Control (or Plans providing Executive with at least
substantially similar benefits), other than as a result of the
normal expiration of any such Plan in accordance with its terms or
a modification of such Plan which modification is applicable to
all employees who participate in such Plan, as in effect at the
time of the Change in Control, or the taking of any action, or the
failure to act, by Employer which would adversely effect
Executive's continued participation in any of such Plans on at
least as favorable a basis to Executive as is the case on the date
of the Change in Control or which would materially reduce
Executive's benefits in the future under any of such Plans or
deprive Executive of any material benefit enjoyed by Executive at
the time of the Change in Control; or
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(d) The failure by Employer to provide and credit
Executive with the number of paid vacation days to which Executive
is then entitled in accordance with Employer's normal vacation
policy as in effect immediately prior to the Change in Control; or
(e) Employer's requiring Executive to be based
anywhere more than 50 miles from where Executive's office is
located immediately prior to the Change in Control except for
required travel on Employer's business to an extent substantially
consistent with the business travel obligations which Executive
undertook on behalf of Employer prior to the Change in Control; or
(f) The failure by Employer to obtain from any
successor the assent to this Agreement contemplated by subsection
5(a) hereof; or
(g) Any purported termination by Employer of
Executive's employment which is not effected pursuant to a Notice
of Termination satisfying the requirements of this Agreement; and
for purposes of this Agreement, no such purported termination
shall be effective; or
(h) Any refusal by Employer to continue to allow
Executive to attend to matters or engage in activities not
directly related to the business of Employer which, prior to the
Change in Control, Executive was permitted to attend to or engage
in.
"Notice of Termination" - Any notice of any termination of
Executive's employment shall be communicated by written Notice of
Termination to the other party hereto. For purposes of this
Agreement, a "Notice of Termination" of Executive's employment by
Employer shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive's employment under
the provision so indicated.
"Other Agreement" - A plan, arrangement, or agreement
pursuant to which an Other Payment is made.
"Other Payment"- Any payment or benefit payable to Executive
in connection with a Change in Control of YES pursuant to any
plan, arrangement, or agreement (other than this Agreement) with
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Employer, a Person whose actions result in such Change in Control,
or any Person affiliated with Employer or such person.
"Person" - Any individual, corporation, partnership, group,
association, or other "person," as such term is used in Section
14(d) of the Exchange Act, other than YES, Yankee or any employee
benefit plan or plans sponsored by either.
"Plan" - Any compensation plan such as a plan providing for
incentive or deferred compensation, stock options, or other stock
or stock-related grants or awards or any employee benefit plan
such as a thrift, investment, savings, pension, profit sharing,
medical, disability, accident, life insurance, cafeteria, or
relocation plan or any other plan, policy, or program of Employer
providing similar types of benefits to employees of Employer.
"Severance Payments" - The payments described in subsection
4(d) of this Agreement.
"Total Payments" - All payments or benefits payable to
Executive in connection with a Change in Control of YES, including
Severance Payments under this Agreement and Other Payments.
"Voting Securities" - YES's issued and outstanding securities
ordinarily having the right to vote at elections of the Board.
2. Agreement to Provide Services; Right to Terminate;
Confidentiality.
(a) Termination Prior to Certain Events. Except in
the event of a Change in Control, and except as otherwise provided
in subsection 2(b) of this Agreement or in any written employment
agreement between Executive and Employer, either Employer or
Executive may terminate Executive's employment at any time,
subject to Employer paying whatever severance benefits are
provided for pursuant to applicable Employer Plans or compensation
agreements other than this Agreement. If, and only if,
termination of Executive's employment with Employer occurs after a
Change in Control, the provisions of this Agreement regarding the
payment of Severance Payments shall apply. If it is reasonably
demonstrated by Executive that the termination by Employer of
Executive's employment or a change in the terms and conditions of
such employment such that the Executive would have Good Reason for
termination, in either case occurring prior to a Change in Control
(i) was at the request or direction of a Person
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who has taken steps reasonably calculated to effect a Change in
Control, or (ii) otherwise was in connection with or anticipation
of a Change in Control, then, for purposes of Section 4 of this
Agreement, the Change in Control shall be deemed to have occurred
immediately prior to such termination or such change in the terms
and conditions of Executive's employment.
(b) Continuation of Services Subsequent to Certain
Events. In the event a tender offer or exchange offer is made by
a Person for more than 25 percent of YES's Voting Securities,
Executive agrees that Executive will not leave the employ of
Employer (other than as a result of Disability) and will render
services to Employer in the capacity in which Executive then
serves until such tender offer or exchange offer has been
abandoned or terminated or a Change in Control has occurred. In
the event that, during the period Executive is obligated to
continue in the employ of Employer pursuant to this subsection
2(b), Employer reduces Executive's compensation, Executive's
obligations under this subsection 2(b) shall terminate.
(c) Termination for Cause. Employer may terminate
Executive's employment for Cause whether or not a Change in
Control has occurred.
(d) Confidentiality. Executive acknowledge that (i)
by reason of the capacity in which Executive has been employed,
Executive has financial and business information regarding
Employer which has not been publicly disclosed and which is
confidential to Employer, and (ii) disclosure of such financial or
business information could cause irreparable harm to Employer.
Executive agrees that Executive will not disclose, without prior
written consent of Employer, any financial or other confidential
business information regarding Employer which has not been
publicly disclosed by Employer.
3. Term of Agreement. This Agreement shall commence on
the date hereof and shall continue in effect until December 31,
1995; provided, however, that commencing on January 1, 1996, and
each January 1 thereafter, the term of this Agreement shall
automatically be extended for one additional year unless at least
30 days prior to such January 1, Employer or Executive shall have
given notice that this Agreement shall not be extended; and
provided, further, that if a Change in Control shall occur while
this Agreement is in effect, the term of this Agreement shall
automatically be extended for a period of 24 calendar months from
the date of occurrence of the event constituting such Change in
Control. Except as provided in subsection 2(a) of this
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Agreement, this Agreement shall terminate if Executive or Employer
terminates Executive's employment prior to a Change in Control.
4. Termination Following Change in Control. In the event
that Executive's employment with Employer is terminated, whether
by Executive or by Employer, within 24 calendar months from the
date of occurrence of any event constituting a Change in Control
(it being recognized that more than one such event may occur in
which case the 24-month period shall run from the date of
occurrence of each such event), Executive shall be entitled to the
following respective benefits:
(a) Disability. During any period that Executive is
unable to perform Executive's duties hereunder as a result of
incapacity due to physical or mental illness, Executive shall
continue to receive Executive's full base salary at the rate then
in effect until Executive's employment with Employer is terminated
by Employer for Disability. Thereafter, Executive's benefits
shall be determined in accordance with Employer's generally
applicable disability income program. If Employer's disability
income program is modified or terminated following a Change in
Control, Employer shall substitute another plan or program with
benefits applicable to Executive substantially similar to those
provided by the disability income program prior to its
modification or termination.
(b) Termination Upon Death. In the event of
Executive's death while an employee of Employer, Employer shall
pay to his or her representative Executive's full base salary
through the date of Executive's death at the rate in effect on the
date of the Change in Control, together with all benefits,
including death benefits, to which Executive is then entitled
under Plans in which Executive is a participant, and Employer
shall have no further obligations to Executive under this
Agreement.
(c) Termination for Cause or Without Good Reason. If
Executive's employment is terminated by Employer for Cause, or by
Executive other than for Good Reason, Employer shall pay Executive
his or her full base salary through the Date of Termination at the
rate in effect on the date the Change in Control occurs, together
with all benefits to which Executive is then entitled under Plans
in which Executive's is a participant, and Employer shall have no
further obligations to Executive under this Agreement.
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(d) Termination Without Cause or With Good Reason. If
Executive's employment with Employer is terminated (other than for
Disability or upon Executive's death) by Employer without Cause or
by Executive with Good Reason, subject to the limitations set
forth in Section 6 and Section 10, Employer shall pay Executive,
upon demand, the following amounts ("Severance Payments"):
(i) Executive's full base salary through the Date
of Termination at the rate in effect on the date the Change in
Control occurs;
(ii) in lieu of any further salary payments to
Executive for periods subsequent to the Date of Termination, an
amount of severance pay equal to two times the sum of (A)
Executive's annual base salary, at the rate in effect on the date
the Change in Control occurs, plus (B) the average annual
incentive compensation (if any) paid to Executive or accrued to
Executive's benefit (prior to any deferrals) in respect of the two
fiscal years last ended prior to the fiscal year in which the
Change in Control occurs;
(iii) all reasonable legal fees and expenses
incurred by Executive as a result of such termination (including
all such reasonable fees and expenses, if any, incurred in
contesting or disputing in good faith any such termination or in
seeking in good faith to obtain or enforce any right or benefit
provided by this Agreement); and
(iv) reimbursement in full of all reasonable
amounts paid or incurred by Executive for outplacement services in
connection with obtaining other employment.
The amount of Severance Payments otherwise payable pursuant
to this Agreement shall be reduced by (A) amounts payable to
Executive pursuant to any plan providing severance benefits to
Employer's employees and (B) amounts payable to Executive (after
any adjustment or reduction to reflect payments described in
clause (A)) as salary continuation and incentive compensation
pursuant to any employment agreement between Executive and
Employer which is in effect as of the Date of Termination. The
payments provided for in this paragraph shall be made not later
than the fifth day following the Date of Termination; provided,
however, that if the amounts of such payments cannot be finally
determined on or before such day, Employer shall pay to Executive
on such day an estimate, as determined in good faith by Employer,
of the minimum amount of such payments, and shall pay the
remainder of such payments (together with interest at the rate of
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8 percent per annum) as soon as the amount thereof can be
determined but in no event later than the 30th day after the Date
of Termination. In the event that the amount of the estimated
payments exceeds the amount subsequently determined to have been
due, such excess shall constitute a loan by Employer to Executive,
payable on the fifth day after demand by Employer (together with
interest at the rate of 8 percent per annum).
(e) Related Benefits. Unless Executive dies or
Executive's employment is terminated by Employer for Cause or
Disability, or by Executive other than for Good Reason, Employer
shall maintain in full force and effect, for the continued benefit
of Executive for two years after the Date of Termination, all
Benefit Plans in which Executive was entitled to participate
immediately prior to the Date of Termination, provided that
Executive's continued participation is possible under the general
terms and provisions of such Benefit Plans; provided, however,
that if Executive becomes eligible to participate in a benefit
plan, program, or arrangement of another employer which confers
benefits upon Executive substantially similar to those provided by
one or more Benefit Plans, Executive shall cease to receive
benefits under this subparagraph in respect of such Benefit Plan
or Plans. In the event that Executive's participation in any
Benefit Plan is barred by the provisions of such Benefit Plan,
Employer shall arrange to provide Executive with benefits
substantially similar to those which Executive is entitled to
receive under such Benefit Plan.
(f) Pension Credit. If the Executive is age 55 or
older on the Date of Termination and Executive's employment with
Employer is terminated (other than for Disability or upon
Executive's death) by Employer without Cause or by Executive with
Good Reason, Executive will continue to receive, until his or her
normal retirement date, service credit under the Company's pension
plans and any supplemental arrangements maintained for his or her
benefit in effect immediately prior to the Date of Termination,
and the benefit levels thereunder shall be calculated as though
the Executive had received an annual increase in compensation
until his or her normal retirement date in an amount equal to the
average annual compensation increase of all salaried personnel of
the Company included in such plans. To the extent that payment of
any amounts resulting from the foregoing may not be made from such
plans, the Company will pay such amounts to Executive as
supplemental benefits.
(g) No Mitigation. Executive shall not be required to
mitigate the amount of any payment provided for in this Section 4
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by seeking other employment or otherwise, nor, except as expressly
set forth in subsection 4(e), shall the amount of any payment
provided for in this Section 4 be reduced by any compensation
earned by Executive as the result of employment by another
employer after the Date of Termination, or otherwise.
5. Successors; Binding Agreement.
(a) This Agreement shall inure to the benefit of,
and be binding upon, any corporate or other successor or assignee of
Employer which shall acquire, directly or indirectly, by merger,
consolidation or purchase, or otherwise, all or substantially all of
the business or assets of Employer. Employer shall require any such
successor, by an agreement in form and substance reasonably satisfactory to
Executive, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent as Employer would be required to perform
if no such succession had taken place.
(b) This Agreement shall inure to the benefit of and
be enforceable by Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees,
devisees, and legatees. If Executive should die while any amount
would still be payable to Executive hereunder if Executive had
continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this
Agreement to Executive's devisee, legatee, or other designee or,
if there is no such designee, to Executive's estate.
6. Reduction in Severance Payments to Avoid Excess
Parachute Tax Payments.
(a) Reduction. In the event that any portion of the
Total Payments received by Executive in connection with a Change
in Control of YES would not be deductible, in whole or in part,
for federal income tax purposes as a result of Section 280G of the
Code, the Severance Payments otherwise payable under this
Agreement shall be reduced until (i) no portion of the Total
Payments is not deductible pursuant to Section 280G of the Code or
(ii) the Severance Payments are reduced to zero.
(b) Application. For purposes of this limitation:
(i) No portion of the Total Payments, the
receipts or enjoyment of which Executive has effectively waived
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in writing prior to the date of payment of the Severance Payments,
shall be taken into account;
(ii) No portion of the Total Payments shall be
taken into account which, in the opinion of tax counsel selected
by YES and reasonably acceptable to Executive ("Tax Counsel"),
does not constitute a "parachute payment" within the meaning of
Section 280G of the Code;
(iii) The Severance Payments shall be reduced
only to the extent necessary so that the Total Payments (other
than those referred to in paragraphs (b)(i) and (ii) above) in
their entirety constitute, in the opinion of Tax Counsel,
reasonable compensation for services actually rendered within the
meaning of Section 280G(b)(4) of the Code; and
(iv) The value of any noncash benefit or any
deferred payment or benefit included in the Total Payments, and
whether or not all or a portion of any payment or benefit is a
"parachute payment" for purposes of paragraph (b)(ii) above, shall
be determined by YES's independent accountants in accordance with
the principles of Section 280G(d)(3) and (4) of the Code.
(c) Effect on Other Agreements. In the event that any
Other Agreement has a provision that requires a reduction in the
Other Payment governed by such Other Agreement to avoid or
eliminate an "excess parachute payment" for purposes of Section
280G of the Code, the reduction in Severance Payments pursuant to
this Section 6 shall be given effect before any reduction in the
Other Payment pursuant to the Other Agreement.
7. Non-Exclusivity of Rights. Nothing in the Agreement
shall prevent or limit the Executive's continuing or future
participation in any benefit, bonus, incentive or other plans,
programs, policies or practices, provided by Employer and for
which the Executive may qualify, nor shall anything herein limit
or otherwise affect such rights as the Executive may have under
any other agreements with Employer. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive
under any plan, policy, practice or program of Employer at or
subsequent to the Date of Termination shall be payable in
accordance with such plan, policy, practice or program (including
any provisions thereof providing for the acceleration of vesting
or the lapse of restrictions upon a change in control) except as
explicitly modified by this Agreement. For purposes of the Yankee
Energy System, Inc. 1991 Long-Term Incentive Compensation
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Plan and the terms of any award thereunder, termination of
Executive's employment in circumstances that would give rise to a
right to receive Severance Payments pursuant to Section 4(d) shall
be deemed to be termination of employment as a result of early
retirement with approval of the Board.
8. Continued Employment. This Agreement shall not give
Executive any right of continued employment or any right to
compensation or benefits from Employer except the rights
specifically stated herein to certain severance and other benefits
in the event of a Change in Control, and shall not limit
Employer's right to change the terms of or to terminate
Executive's employment, with or without Cause, at any time,
subject only to the payment and provision of such severance and
other benefits as are specifically provided for in this Agreement.
9. Full Settlement. The obligation of Employer to make
the payments provided for in this Agreement and otherwise to
perform their obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right
or action which Employer may have against the Executive or others.
10. Regulatory Limitations. Notwithstanding any other
provision of this Agreement, Employer shall have no obligation to
make any payments to Employee pursuant to Section 4 of this
Agreement if, or to the extent, such payments are prohibited by
any applicable law or regulation.
11. Assignment. The Executive may not assign, transfer,
pledge or in any way encumber the compensation or other benefits
payable to Executive or any rights which he or she may have under
this Agreement.
12. Severability. The provisions of this Agreement are
severable, and if any one or more provisions may be determined to
be invalid or otherwise unenforceable, in whole or in part, the
remaining provisions, and any partially enforceable provision, to
the extent enforceable in any jurisdiction, shall nevertheless be
binding and enforceable.
13. Waiver. The waiver by Yankee, YES or the Executive of
a breach of any provision of this Agreement shall not operate or
be construed as a waiver of any prior or subsequent breach by any
of the parties hereto.
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14. Entire Agreement; Amendment. This Agreement contains
the entire agreement between the parties hereto with respect to
the matters contemplated herein. No amendment or alteration of
terms of this Agreement shall be valid unless made in writing and
signed by all of the parties hereto.
15. Governing Law. This Agreement shall be governed by the
laws of the State of Connecticut.
16. Arbitration. Any controversy, claim or breach arising
out of or relating to this Agreement shall be submitted for
settlement to a panel of three arbitrators. Each party shall
select an arbitrator and the two thus chosen shall select a third.
The decision of a majority of the arbitrators shall be final and
binding on the parties. If the two arbitrators cannot agree upon
a third arbitrator, the American Arbitration Association will be
requested to appoint such an arbitrator. Such arbitration shall
be held in Hartford, Connecticut in accordance with the rules and
practices of the American Arbitration Association then in effect,
and judgment upon the award rendered may be entered in any court
having jurisdiction thereof.
17. Notices and Communications. Notices and all other
communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered or
three business days after being mailed by United States registered
or certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to Yankee or YES, to:
Yankee Energy System, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Chairman of the Board
If to the Executive, to the Executive:
c/o Yankee Gas Services Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(Marked "Personal and Confidential")
or to such other address as either party shall furnish to the
other in writing in accordance with this Section.
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18. Authorization. This Agreement is executed for and on
behalf of YES and Yankee by officers duly authorized to do so by
resolutions of the boards of directors, voting separately,
approving this Agreement and authorizing such execution.
19. Counterparts. This Agreement may be executed in
several counterparts, each one of which shall be deemed to be an
original but all of which together constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed as of the day and year first above written.
YANKEE ENERGY SYSTEM, INC.
By:___________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman, Organization &
Compensation Committee
YANKEE GAS SERVICES COMPANY
By:___________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇
President and Chief Executive
Officer
EXECUTIVE:
By:___________________________
Name:
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Executive Officers Party to
Change in Control Severance Agreements
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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