EMPLOYMENT
AGREEMENT (the “Agreement” ) made as of this 4th
day of April, 2005 (the “Effective Date”)
between Allegheny Energy Service Corporation (
“AESC” ) for itself and as agent for its parent,
Allegheny Energy, Inc. ( “AEI” ), the affiliates
and subsidiaries of AESC and AEI, and any successors or assigns of
any of the foregoing (the “AE Companies” ), and
Hyun Park (the “Executive”).
WHEREAS, AESC
desires to employ the Executive on the terms and conditions set
forth herein and the Executive is willing to be employed on such
terms and conditions;
NOW, THEREFORE,
in consideration of the covenants contained herein, and for other
good and valuable consideration, the parties hereto agree as
follows:
1. Employment and Term.
(a)
Employment . AESC hereby offers to employ the
Executive, and the Executive hereby accepts such employment with
AESC, for the Term set forth in Section 1(b) and on the terms and
conditions set forth in this Agreement.
(b)
Term . The term of the Executive’s employment
under this Agreement shall commence on April 5 th , 2005
(the “ Start Date ”) and, unless terminated
earlier pursuant to Section 7, shall continue for a period of five
(5) years from the Start Date (the “Term”
).
2. Duties . During the
Term as provided in Section 1(b) hereof, the Executive shall serve
as Vice President and General Counsel of AEI and AESC, and shall
report directly to the Chief Executive Officer. The Executive shall
be responsible for the legal functions of the AE Companies. The
Executive shall devote his best skill and substantially full time
efforts (reasonable sick leave and vacations excepted) to the
performance of his duties under this Agreement.
Nothing
contained herein shall preclude the Executive from (i) serving on
the board of directors of any business organization; (ii) engaging
in charitable and community activities; (iii) participating in
industry and trade organization activities; (iv) managing his and
his family’s personal investments and affairs; and (v)
delivering lectures, fulfilling speaking engagements or teaching at
educational institutions; provided , that such activities do
not materially interfere with the regular performance of his duties
and responsibilities under this Agreement and do not violate his
obligations under Section 10 of this Agreement.
3. Base Salary . For
services performed by the Executive for the AE Companies pursuant
to this Agreement, AESC shall pay the Executive a base salary (a
“Base Salary” ) at the rate of at least $450,000
per year, payable in accordance with AESC’s regular payroll
practices (but no less frequently than monthly). Base Salary may be
increased, but not decreased, from time to time during the term of
this Agreement in the sole discretion of the Board of Directors of
AEI (the “ Board ”).
4. Bonus .
(a)
Annual Bonus . During the Term, the Executive shall
be eligible to receive incentive compensation (an “ Annual
Bonus ”) under the Allegheny Energy, Inc. Annual
Incentive Plan, as amended from time to time, with a target bonus
opportunity of 77.78% of Base Salary (the “Target
Bonus” ) and a maximum bonus opportunity of 155.56% of
Base Salary (the “Maximum Bonus” ). For purposes
of clarity, for calendar year 2005, the Executive’s Target
Bonus shall be pro rated to $262,500 and his Maximum Bonus shall be
pro rated to $525,000. The parameters under AEI’s Annual
Incentive Plan (including the parameters applicable to the
Executive) shall be determined by the Management Compensation and
Development Committee of the Board. The Executive’s Annual
Bonus for any year shall be payable in cash no later than March 15
of the next succeeding year.
(b)
Make Whole Payment. To induce the Executive to enter
into this Agreement and to secure for itself the benefit of the
Executive’s particular qualification and experience, AESC
shall pay to the Executive, in a lump sum in cash within 10
business days of the Start Date, a special hiring payment in an
amount equal to Two Hundred Forty Thousand Dollars ($240,000.00).
In the event of a termination of the Executive’s employment
by AESC for Cause or a termination of employment by the Executive
without Good Reason prior to the first anniversary of the Start
Date, the Executive shall repay such special hiring payment within
15 days of the Date of Termination.
5. Long-Term Incentive Plan
.
(a)
Grant of Options .
(i) Option Grant . The
Executive shall receive a grant of stock options for 150,000 shares
of AEI Common Stock under the Allegheny Energy, Inc. 1998 Long-Term
Incentive Plan (the “LTIP” ) at a per share
exercise price equal to the per share closing price of AEI Common
Stock on the Start Date, as quoted in the NYSE Composite
Transaction Listing in The Wall Street Journal (the “
Options ”).
(ii) Vesting . Subject to
earlier vesting under Section 8, one-fifth of the Options shall
vest on each of the first, second, third, fourth and fifth
anniversary of the Start Date; provided the Executive is
still employed by the AE Companies on the applicable vesting date.
Upon the occurrence of a Change in Control (as defined in Section
7(c)(iii)), all of the Options shall become immediately
vested.
(iii) Adjustment in Numbers of
Shares . Notwithstanding Section 5(a)(i), if before any
Options are granted there occurs an event resulting in an
adjustment pursuant to Section 9.08 of the LTIP, a corresponding
adjustment shall be made to the number of such Options set forth in
Section 5(a)(i). In addition, any event resulting in an adjustment
pursuant to Section 9.08 of the LTIP shall result in a
corresponding adjustment to the number of Options that vest on each
of the dates specified in Section 5(a)(ii).
2
(b)
Stock Units .
(i) Grant of Stock Units . On
the Start Date, the Executive shall receive a grant of 50,000 stock
units (the “Units” ) under the Allegheny Energy,
Inc. Stock Unit Plan. Each Unit shall represent one share of AEI
Common Stock.
(ii) Crediting . The
Executive shall be credited with additional Units on each date AEI
pays cash dividends to the stockholders in an amount equal to the
result of dividing (A) the product of the total number of
Units credited to the Executive on the record date for such
dividend and the per share amount of such dividend by (B) the per
share closing price of AEI Common Stock on the date the relevant
dividend is paid by AEI to the holders of AEI Common Stock as
quoted in the NYSE Composite Transaction Listing in The Wall
Street Journal . Each Unit credited to the Executive shall be
treated as ownership of a share of AEI Common Stock for purposes of
any stock ownership requirements applicable to the Executive
pursuant to AEI guidelines.
(iii) Vesting . Subject to
earlier vesting under Section 8, one-fifth of the Units granted
hereunder (and the additional Units credited with respect thereto)
shall become vested and payable to the Executive on each of the
first, second, third, fourth and fifth anniversary of the Start
Date; provided the Executive is still employed by the AE
Companies on the applicable vesting date, unless the Executive has
made a timely election to defer payment thereof in accordance with
the Stock Unit Plan. Upon the occurrence of a Change in Control,
the Units together with any additional Units credited with respect
thereto shall be immediately vested and payable to the
Executive.
(iv) Payment . Payment in
respect of any vested Units shall be made in registered shares of
AEI Common Stock equal to the number of Units vested.
(v) Adjustment in Numbers of
Units . Notwithstanding Section 5(b)(i), if (at any time,
whether before or after the Units are granted) there occurs an
event resulting in an adjustment pursuant to Section 9.08 of the
LTIP, a corresponding adjustment shall be made to the number of
Units set forth in Section 5(b)(i).
(c)
Other Participation . In addition, the Executive
shall participate in the LTIP, as amended from time to time, on a
basis determined by the Board to be appropriate for the
Executive.
3
6. Other Benefits . In
addition to the compensation provided in Sections 3, 4 and 5
hereof, the Executive shall also be entitled to the
following:
(a)
Participation in Employee Benefit Plans . The
Executive shall participate in each employee benefit and
compensation plan maintained in force by the AE Companies, from
time to time, in a manner and to an extent at least as favorable as
then is available to the most favorably treated senior executives
of the AE Companies (other than the Chief Executive Officer of AEI)
under each of such plans. Such plans may include tax-qualified and
disability, medical, group life insurance, supplemental life
insurance coverage, business travel insurance, sick leave, and
other retirement and welfare benefit plans, programs and
arrangements. AESC represents that, as of the Effective Date, the
Executive meets all eligibility criteria for participation in such
plans other than the requirements under any tax-qualified plans
maintained by any of the AE Companies.
(b)
Special SERP Provisions. The Executive shall
participate in the Supplemental Executive Retirement Plan (the
“SERP” ) on the terms and conditions set forth
therein except that (i) solely for purposes of determining the
amount of the Executive’s benefits under the SERP, if the
Executive remains employed by the AE Companies on the fifth
anniversary of the Start Date he will be credited with five
additional Years of Service under the SERP on the fifth anniversary
of the Start Date, and (ii) solely for purposes of determining
Executive’s eligibility for benefits under the SERP, he will
be deemed to be vested under the SERP if he remains employed by the
AE Companies on the fifth anniversary of the Start Date. In the
event of termination of employment for reasons other than for Cause
(as defined in Section 7(c)(ii)) after the fifth anniversary of the
Start Date, but prior to attainment of age 55, the
Executive’s vested benefit shall be subject to the same
actuarial reductions used under the Allegheny Energy Retirement
Plan. No adjustment will be made to the Executive’s age for
purposes of computing the actual amount of his benefits under the
SERP. Notwithstanding the foregoing, if the Executive’s
employment with AESC is terminated prior to the fifth anniversary
of the Start Date, in lieu of a benefit payable under the SERP, the
Executive shall be entitled to a prompt lump sum cash payment equal
to $20,833.33 for each month that the Executive was employed with
AESC (the “Special Payment” ), and if the
Executive’s employment is terminated after the fifth
anniversary of the Start Date he shall be entitled to receive the
greater of the Special Payment or the benefit paid under the
SERP.
(c)
Expense Reimbursement . AESC shall reimburse the
Executive, upon a proper accounting, for reasonable and necessary
business expenses and disbursements incurred by him in the course
of the performance of his duties under this Agreement.
(d)
Vacation . The Executive shall be entitled to
vacation and paid time off of at least four weeks during 2005 and,
for each successive calendar year during the Term, of at least five
weeks per year or, if greater than five weeks per year, such period
as the Board shall approve, without reduction in salary or other
benefits.
4
(e)
Temporary Living Expenses . AESC will reimburse the
Executive (and gross up the Executive for any income taxes incurred
by the Executive as a result of such reimbursement) for the
temporary living costs and expenses which the Executive reasonably
incurs for himself and his family in the performance of his
responsibilities hereunder for a period of twelve months following
the Start Date and for the cost of his travel to his home on
weekends.
(f)
Relocation Expenses. AESC will pay or reimburse (and
gross up the Executive for any income taxes incurred by the
Executive as a result of such reimbursement) the Executive for
reasonable relocation and moving expenses incurred by the Executive
in connection with the performance of his duties hereunder,
including realtor fees and closing costs attributable to such move
and relocation in accordance with the relocation policy (Exhibit A)
of the AE Companies which shall apply to Executive for a full 24
months following the Start Date. Where specific provisions between
the relocation policy and this agreement conflict, the Executive
shall be entitled to the provisions of this Agreement, rather than
those specific provisions of the relocation policy, but not
both.
(g)
Fees and Expenses. AESC will pay reasonable legal and
other professional fees and out of pocket expenses to a law firm of
Executive’s choice in connection with the preparation and
negotiation of this Agreement and any other related
agreements.
(h)
Exhibit B. The Executive shall be entitled to the
protection set forth in Exhibit B.
7. Termination . Unless
earlier terminated in accordance with the following provisions of
this Section 7, AESC shall continue to employ the Executive
and the Executive shall remain employed by AESC during the entire
Term as set forth in Section 1(b). Section 8 hereof sets
forth certain obligations of AESC in the event that the
Executive’s employment hereunder is terminated.
(a)
Death . Except to the extent otherwise expressly
stated herein, including without limitation as provided in Section
8(a) with respect to certain payment obligations of AESC, this
Agreement shall terminate immediately in the event of the
Executive’s death.
(b)
Termination by AESC or the Executive. AESC may
terminate the Executive from his employment hereunder for Cause (as
defined in Section 7(c)), Disability or otherwise and the Executive
may resign from his employment hereunder. Any termination of the
Executive by AESC or resignation by the Executive shall be
communicated by a notice of termination to the Executive (in the
case of termination) or to AESC (in the case of the
Executive’s resignation) given in accordance with
Section 15 of this Agreement. During any period that the
Executive fails to perform his full-time duties as a result of
incapacity due to physical or mental illness, AESC shall continue
to pay the Executive’s full Base Salary in accordance with
Section 3 of this Agreement (reduced dollar-for-dollar by the
amount of disability benefits, if any, paid to the Executive in
accordance with any disability policy or program of AESC), together
with all compensation and benefits payable to the Executive under
the terms of any compensation or benefit plan, program or
arrangement maintained by AESC during such period, until the
Executive’s employment is terminated for Disability pursuant
to this Section 7(b).
5
(c)
Definitions . For purposes of this Agreement, the
following terms shall have the meanings set forth below:
(i) “ Accrued Obligations
” shall mean, as of the Date of Termination, the sum of
(A) the Executive’s Base Salary under Section 3 through the
Date of Termination to the extent not theretofore paid, (B) to the
extent not theretofore paid, the amount of any bonus, incentive
compensation, deferred compensation and other cash compensation
earned and accrued by the Executive as of the Date of Termination
under the terms of any compensation and benefits plans, programs or
arrangements maintained in force by AESC, and (C) any vacation pay,
expense reimbursements and other cash entitlements accrued by the
Executive, in accordance with AESC policy, as of the Date of
Termination to the extent not theretofore paid.
(ii) “ Cause ”
shall mean any of the following:
(A) the Executive’s conviction of, or
plea of guilty or nolo contendere to a felony or a lesser
crime or offense which, in the reasonable opinion of AESC, could
adversely affect the business or reputation of the AE
Companies;
(B) the Executive’s repeated failure
to follow specific lawful directions of the Board or any officer to
whom he reports as it relates to the business or the conduct of his
responsibilities;
(C) the Executive’s willful
misconduct, gross neglect, fraud, embezzlement or dishonesty either
in connection with his duties hereunder or which otherwise causes
or, in the reasonable opinion of AESC, is likely to cause
significant damage, to the AE Companies;
(D) the Executive’s failure to
perform a substantial part of his duties;
(E) the Executive’s willful violation
of any policy, procedure or guideline of the AE Companies that
could materially and adversely affect the business or reputation of
the AE Companies;
6
(F) the Executive’s abuse of alcohol
which has a significant effect on his ability to perform his job
responsibilities or the Executive’s use of illegal drugs;
or
(G) the Executive’s material
violation of the confidentiality, non-competition or
non-solicitation covenants in this Agreement.
The Executive
shall not be terminated for Cause unless AESC first gives the
Executive written notice of the circumstances allegedly
constituting Cause and a reasonable opportunity to cure any curable
offenses.
(iii) “ Change in Control
” shall mean the first to occur of any of the following
events:
(A) Any “person” (as defined in
Section 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act ”)),
excluding for this purpose, (i) any of the AE Companies, or
(ii) any employee benefit plan of AEI or any of the AE
Companies, or any person or entity organized, appointed or
established by AEI or any of the AE Companies for or pursuant to
the terms of any such plan which acquires beneficial ownership of
voting securities of AEI, is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly of securities of AEI representing more
than 20% of the combined voting power of AEI’s then
outstanding securities; provided , however , that no
Change in Control will be deemed to have occurred as a result of a
change in ownership percentage resulting solely from an acquisition
of securities by AEI; or
(B) Persons who, as of the Effective Date
constitute the Board (the “Incumbent Directors”
) cease for any reason, including without limitation, as a result
of a tender offer, proxy contest, merger or similar transaction, to
constitute at least a majority thereof, provided that any
person becoming a director of AEI subsequent to the Effective Date
shall be considered an Incumbent Director if such person’s
election or nomination for election was approved by a vote of at
least two-thirds (2/3) of the Incumbent Directors; but
provided further , that any such person whose initial
assumption of office is in connection with an actual or threatened
election contest relating to the election of members of the Board
or other actual or threatened solicitation of proxies or consents
by or on behalf of a “person” (as defined in
Section 13(d) and 14(d) of the Exchange Act) other than the
Board, including by reason of agreement intended to avoid or settle
any such actual or threatened contest or solicitation, shall not be
considered an Incumbent Director; or
(C) Consummation of a reorganization,
merger or consolidation or sale or other disposition of all or
substantially all of the assets of AEI (a “Business
Combination” ), in each case, unless, following such
Business Combination, all or substantially all of the individuals
and entities who were the beneficial owners of outstanding voting
securities of AEI immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 60% of the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the
case may be, of the company resulting from such Business
Combination (including, without limitation, a company which, as a
result of such transaction, owns AEI or all or substantially all of
AEI’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination, of the
outstanding voting securities of AEI; or
7
(D) Approval by the stockholders of AEI of
a complete liquidation or dissolution of AEI.
(iv) “ Date of
Termination ” shall mean (A) if the Executive’s
employment terminates as a result of his death, the date of death,
(B) if the Executive’s employment is terminated for
Disability, thirty (30) days after notice of termination is given (
provided that Executive shall not have returned to the
full-time performance of Executive’s duties during such
thirty (30) day period), (C) if the Executive’s employment is
terminated by AESC without Cause, thirty (30) days after notice of
termination is given, and (D) if the Executive’s
employment is terminated for any other reason, the date specified
in the notice of termination (which, in the case of a termination
by the Executive, shall not be less than fifteen (15) days nor more
than sixty (60) days from the date such notice of termination is
given).
(v) “ Disability
” shall be deemed the reason for the termination of the
Executive’s employment, if, as a result of the
Executive’s incapacity due to physical or mental illness,
Executive shall have been absent from the full-time performance of
the Executive’s duties with the AE Companies for a period of
six (6) consecutive months, AESC shall have given the Executive a
notice of termination for Disability, and, within thirty (30) days
after such notice of termination is given, the Executive shall not
have returned to the full-time performance of the Executive’s
duties. At any time and from time to time, upon reasonable request
by AESC, the Executive shall submit to reasonable medical
examination for the purpose of determining the existence, nature
and extent of any such Disability.
(vi) “ Good Reason
” shall mean, without the Executive’s written
consent:
(A) The material diminution in the
Executive’s title, duties or reporting lines, or the
assignment to the Executive of any duties inconsistent in any
material respect with the Executive’s position (including
titles and reporting relationships), authority, duties or
responsibilities as contemplated by Section 2 of this
Agreement, excluding any isolated and inadvertent action not taken
in bad faith and which is remedied by the AESC within ten (10) days
after receipt of notice thereof given by the Executive;
(B) Any failure by AESC to comply with any
of the provisions of Sections 3, 4, 5, 6, 12 or 21 of this
Agreement, other than an isolated and inadvertent failure not
committed in bad faith and which is remedied by AESC within ten
(10) days after receipt of notice thereof given by the
Executive, or any material breach of the representations and
warranties set forth in Section 11;
8
(C) The Executive being required to
relocate to a principal place of employment which is more than
fifty (50) miles from Greensburg, Pennsylvania;
(D) Any purported termination by AESC of
the Executive’s employment otherwise than as expressly
permitted by this Agreement; or
(E) The failure of AESC to obtain the
assumption in writing of its obligation to perform this Agreement
as required pursuant to Section 14.
8. Obligations of AESC Upon
Termination.
(a)
Termination by AESC for Cause or Termination by Executive
without Good Reason, Death or Disability . In the event of
a termination of the Executive’s employment by AESC for
Cause, a termination by the Executive without Good Reason, or in
the event this Agreement terminates pursuant to Section 7(a)
or Section 7(b) by reason of the death or Disability of the
Executive:
(i) AESC shall pay all Accrued Obligations
to the Executive, or to his beneficiaries, heirs or estate in the
event of the Executive’s death, in a lump sum in cash within
thirty (30) days after the Date of Termination.
(ii) The Executive, or his beneficiaries,
heirs or estate in the event of the Executive’s death, shall
be entitled to receive all benefits accrued by him as of the Date
of Termination under all benefit plans and qualified and
nonqualified retirement, pension, 401(k) and similar plans and
arrangements of AESC and AEI, and the LTIP, in such manner and at
such time as are provided under the terms of such plans and
arrangements.
(iii) If the termination of employment is
by reason of the Executive’s death or Disability all stock
options and other equity awards, including, without limitation, the
Options and the Units (together with any additional units credited
with respect to the Units (the “Total Units” )),
granted to the Executive shall vest on the Date of Termination (and
all options shall thereupon become fully exercisable and the Total
Units shall thereupon become payable), and all stock options shall
continue to be exercisable for two (2) years after the Date of
Termination; provided , however , that in no event
shall such options be exercised later than the date of expiration
of the options determined pursuant to the option award letters
(determined as if the Executive’s employment with AESC had
not terminated).
(iv) If the termination of employment is by
reason of the Executive’s death or Disability, the Executive,
or his beneficiaries, heirs or estate in the event of the
Executive’s death, shall be entitled to receive, within
thirty (30) days after the Date of Termination, a lump sum cash
payment equal to the Executive’s Target Bonus for the year of
the Executive’s death or Disability, pro-rated for the number
of days in such year that the Executive was employed with AESC
(calculated from and after the Start Date in the case of a
termination during 2005).
9
(v) If the termination of employment is by
reason of the Executive’s death or Disability, AESC shall
pay, within 30 days after the Date of Termination, the Executive or
his beneficiaries, heirs or estate a lump sum cash payment equal to
the Special Payment.
(b)
Termination by AESC without Cause or Termination by the
Executive for Good Reason. If (x) the Executive’s
employment is terminated by AESC other than for Cause (i.e.,
without Cause), death or Disability or (y) the Executive terminates
employment with Good Reason:
(i) AESC shall pay to the Executive all
Accrued Obligations in a lump sum in cash within thirty (30) days
after the Date of Termination.
(ii) The Executive shall be entitled to
receive all benefits accrued by him as of the Date of Termination
under all benefit plans and qualified and nonqualified retirement,
pension, 401(k) and similar plans and arrangements of AESC, and the
LTIP, in such manner and at such time as are provided under the
terms of such plans and arrangements.
(iii) AESC shall pay to the Executive in a
lump sum in cash within thirty (30) days after the Date of
Termination an amount equal to two (2) times the sum of (A) the
Executive’s Base Salary (as in effect immediately prior to
the Date of Termination, determined without regard to any decrease
resulting in Good Reason) plus (B) the Executive’s Target
Bonus for the year in which the Date of Termination occurs (which
Target Bonus shall be deemed to equal $262,500.00 in the case of a
termination during 2005).
(iv) For two (2) years from the Date of
Termination, AESC shall either (A) arrange to provide the
Executive and his dependents, at AESC’s cost, with life,
disability, medical and dental coverage, whether insured or not
insured, providing substantially similar benefits to those which
the Executive and his dependents were receiving immediately prior
to the Date of Termination, or (B) in lieu of providing such
coverage, pay to the Executive no less frequently than quarterly in
advance an amount which, after taxes, is sufficient for the
Executive to purchase equivalent benefits coverage referred to in
clause (A).
(v) All stock options and other equity
awards, including, without limitation, any Options or Total Units
shall vest on the Date of Termination, and all stock options shall
continue to be exercisable for three (3) years after the Date of
Termination; provided , however , that in no event
shall such options be exercised later than the date of expiration
of the options determined pursuant to the option award letters
(determined as if the Executive’s employment with AESC had
not terminated).
10
(vi) AESC shall pay the Executive a prompt
lump sum cash payment equal to the Special Payment calculated using
the number of months that the Executive was employed by the AE
Companies plus the lesser of (A) the remaining number of months
within the Term or (B) twenty-four (24).
(vii) The Executive shall be entitled to
receive, within 30 days after the Date of Termination, a lump sum
cash payment equal to the Executive’s Target Bonus for the
year of the Executive’s termination, prorated for the number
of days in such year that the Executive was employed with AESC
(calculated from and after the Start Date in the case of a
termination during 2005).
(c)
Termination in connection with a Change in Control .
If the Executive’s employment is terminated by AESC other
than for Cause (i.e., without Cause) or the Executive terminates
his employment with AESC for Good Reason, either following the
occurrence of a Change in Control or prior to the occurrence of a
Change in Control if it is reasonably demonstrated by the Executive
that such termination or the event constituting Good Reason either
(1) was at the request of a third party who has taken steps
reasonably calculated to effect the Change in Control, or (2)
otherwise arose in connection with or anticipation of the Change in
Control, then, in lieu of the payments and benefits set forth in
Section 8(b):
(i) AESC shall pay to the Executive all
Accrued Obligations in a lump sum in cash within thirty (30) days
after the Date of Termination.
(ii) The Executive shall be entitled to
receive all benefits accrued by him as of the Date of Termination
under all benefit plans and qualified and nonqualified retirement,
pension, 401(k) and similar plans and arrangements of AESC, and the
LTIP, in such manner and at such time as are provided under the
terms of such plans and arrangements.
| 
