Exhibit
10.21
SEPARATION AGREEMENT AND GENERAL
RELEASE
THIS
SEPARATION AGREEMENT AND GENERAL RELEASE
(“Agreement”) is made and entered into on
September 12, 2007, by and between Barry C. Cooper
(hereinafter “Cooper” or “you” or
“your”), a Missouri resident, and The Laclede
Group, Inc.; and its current and former agents; officers;
employees; directors; divisions; subsidiaries, including but
not limited to those entities listed on Appendix A;
affiliates; representatives; attorneys; successors and assigns
(hereinafter collectively
“Laclede”). For and in consideration of
the following promises, the parties agree to the
following:
RECITALS
WHEREAS,
Cooper currently serves Laclede in the positions indicated on
Appendix A; and
WHEREAS,
Cooper has agreed to resign from all the positions indicated
on Appendix A at the end of the day on
September 30, 2007 (the “Separation
Date”), meaning that Cooper will no longer be employed
by Laclede in any capacity starting on
October 1, 2007; and,
WHEREAS,
Cooper has agreed to resign from the positions indicated on
Appendix A to pursue other business interests;
and,
WHEREAS,
Cooper and Laclede desire to resolve any and all issues
between them, actual or potential; and
WHEREAS,
Cooper and Laclede desire to enter into a full and final
settlement of all matters between Cooper and Laclede,
including, but not limited to, any issues which might arise
out of Cooper’s separation from Laclede.
NOW
THEREFORE, for and in consideration of the releases, covenants
and undertakings hereinafter set forth, and for other good and
valuable consideration, which each party hereby acknowledges,
it is agreed as follows:
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1.
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Payments and Benefits . Laclede will make the
payments and provide the benefits described below in consideration
and in exchange for Cooper’s promises, agreements, releases,
and obligations set out below, so long as Cooper submits this
Agreement properly executed to Laclede on or before
September 25, 2007, and adheres to the promises and
agreements set out in the balance of this
Agreement. Cooper, however, will not be eligible for
participation in any bonus or equity programs or any other benefits
except as outlined in this Agreement, following the Separation
Date.
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(A)
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Payments . Laclede will pay Cooper twelve (12)
monthly installments, each in an amount equal to Cooper’s
regular salary of Twenty Thousand, Three Hundred Seventy-Five
Dollars and No Cents ($20,375.00) per month, less withholdings,
with the first installment to be paid on
November 1, 2007, and the last installment to be paid on
October 1, 2008, resulting in total payments, before
withholdings, of Two Hundred Forty-Four Thousand, Five Hundred
Dollars and No Cents ($244,500.00).
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(B)
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Annual Incentive Plan . Pursuant to Laclede’s
Annual Incentive Plan, Cooper will receive a bonus for the fiscal
year 2007 if the Compensation Committee of The Laclede Group, Inc.
(the “Committee”), in its sole discretion, determines
that the Annual Incentive Plan is funded and that Cooper has
sufficiently attained his objectives for the fiscal year 2007 under
the Annual Incentive Plan. Should the Committee
determine that Cooper is entitled to a bonus for the fiscal year
2007, the Committee will act with its sole discretion to determine
the amount of Cooper’s bonus. Notwithstanding the
terms of this Agreement, Cooper acknowledges and agrees that, at
all times, the Committee has had and continues to retain the sole
discretion to determine whether Cooper is entitled to a bonus for
the fiscal year 2007 and the amount of any such bonus to be paid to
Cooper.
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(C)
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Unused Vacation Time. Laclede will pay Cooper the
cash value, less appropriate withholdings, of any unused 2007
vacation time preceding the Separation Date. Payment
under this Subparagraph will be made in a lump sum amount with
Cooper’s initial installment described in Subparagraph 1(A),
above.
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(D)
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Outplacement Benefits . Laclede will pay and arrange
for the services of an outplacement firm, which Laclede will choose
based on Laclede’s sole discretion, to be provided for Cooper
for no more than one (1) year following the Separation
Date. Should Cooper accept a position of employment
prior to the end of one (1) year following his Separation Date,
Laclede will discontinue paying for the outplacement benefits
described herein. Accordingly, Cooper agrees to notify
Laclede in writing if and when he accepts a position of employment
within one (1) year of his Separation Date.
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(E)
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Acknowledgment of Consideration . Cooper
acknowledges and agrees the payments referenced in Paragraph 1 and
Subparagraphs 1(A), 1(B), 1(C), and 1(D) of this Agreement are
valuable consideration to him and that he would not otherwise be
entitled to such consideration absent his execution of this
Agreement and the promises set forth herein.
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2.
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Resignation . By executing this Agreement, the
parties acknowledge that Cooper has submitted his resignation,
effective at the end of the day on the Separation Date, for all his
positions with Laclede, as listed in Appendix A, and that Laclede
has accepted Cooper’s resignation of those positions,
effective at the end of the day on the Separation
Date.
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3.
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Health Insurance Continuation . Pursuant to the
provisions of the Internal Revenue Code of 1986, as amended, and
the Employee Retirement Income Security Act of 1974, as amended,
commonly referred to as “COBRA,” Laclede will provide
the required COBRA notification within fourteen (14) days of the
Separation Date and the COBRA benefit entitlement period of
eighteen (18) months shall commence to run effective on
October 1, 2007. Cooper’s existing
insurance coverage will expire at the end of the day on
September 30, 2007. Cooper and any of his
eligible dependents, as applicable, may elect COBRA coverage under
the provisions of COBRA on
October 1, 2007. Should Cooper or any of his
eligible dependents elect COBRA coverage, Cooper will be solely
responsible for the full cost of premiums associated with any such
election.
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4.
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Equity Incentive Plan . By executing this Agreement,
Cooper acknowledges that all non-qualified stock options granted to
him by Laclede will be forfeited if not exercised as of the end of
the day on the Separation Date. Furthermore, Cooper
acknowledges that he shall forfeit any and all right to the
ownership of performance-contingent restricted stock
(“PCRS”) previously granted to him by Laclede,
effective at the end of the day on the Separation Date. Following
the dividend payment date of October 1, 2007, Cooper will
neither accrue nor receive any further dividend payments of any
kind in connection with the PCRS previously granted to him by
Laclede.
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5.
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Vesting in Retirement Plans . As of the Separation
Date, Cooper will be vested pursuant to the Employees’
Retirement Plan and the Supplemental Retirement Benefit Plan of
Laclede Gas Company, provided however, that Cooper’s
employment with Laclede continues through
September 30, 2007.
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6.
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Deferred Income Plan II . In accordance with the
terms of Laclede’s Deferred Income Plan II (the
“DIP”), Cooper will no longer be eligible to
participate in the DIP following the Separation
Date. Pursuant to the terms and conditions of the DIP,
Cooper will receive a single payment equal to the amount of his
existing deferrals, plus interest, at the Moody’s rate
applicable to each plan year, minus applicable taxes, within
thirty-one (31) days of the Separation Date.
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7.
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Release of Claims . In exchange for the receipt of
the payments set out in the foregoing paragraphs of this Agreement,
and for his promises set out herein, Cooper, for and on behalf of
Cooper and Cooper’s heirs, beneficiaries, executors,
administrators, successors, assigns, and anyone claiming through or
under any of the foregoing, hereby agrees to, and does, remise,
release and forever discharge Laclede from any and all matters,
claims, demands, damages, causes of action, debts, liabilities,
controversies, judgments and suits of every kind and nature
whatsoever, foreseen or unforeseen, known or unknown, which have
arisen or could arise between Cooper and Laclede from matters,
actions, or inactions which occurred prior to or on the Separation
Date, which matters include but are not limited to Cooper’s
separation from employment with Laclede, and matters arising from
the offer and acceptance of this Agreement.
Cooper understands that the provisions of this Paragraph
mean that he cannot bring a lawsuit against Laclede for any
reason.
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8.
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Agreement Not to File Suit or Other Claims . In
exchange for the receipt of the consideration, payments, and
promises set out in this Agreement above, Cooper, for and on behalf
of Cooper and Cooper’s beneficiaries, executors,
administrators, successors, assigns, and anyone claiming through or
under any of the foregoing, agree that they will not file or
otherwise submit any charge, claim, complaint, or action to any
agency, court, organization, or judicial forum (nor will Cooper
permit any person, group of persons, or organization to take such
action on Cooper’s behalf) against Laclede arising out of any
actions or non-actions on the part of Laclede arising before or on
the Separation Date.Cooper further agrees that in the event that
any person or entity should bring such a charge, claim, complaint,
or action on his behalf, he hereby waives and forfeits any right to
recovery under said claim and will exercise every good faith effort
(but will not be obliged to incur any expense) to have such claim
dismissed. The provisions of this Paragraph and
Paragraph 9, below, shall not be construed to prevent Cooper from
filing a charge with the Equal Employment Opportunity Commission
(“EEOC”), only to the extent he is permitted to do so
by law, notwithstanding the provisions of this Agreement to the
contrary. However, Cooper expressly waives and disclaims
any right to compensation or other benefit which may inure to him
as a result of any such charge and hereby expressly agrees to
provide any such benefit or pay any such compensation directly to
Laclede. Cooper understands that the provisions
of this Paragraph mean that he cannot bring a lawsuit against
Laclede for any reason.
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9.
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Claims Covered by Agreement . The charges, claims,
complaints, matters, demands, damages, and causes of action
referenced in Paragraphs 7 and 8 above include, but are not limited
to, (i) any breach of an actual or implied contract of employment
between Cooper and Laclede, (ii) any claim of unjust, wrongful, or
tortious discharge (including any claim of fraud, negligence,
retaliation for whistleblowing, or intentional infliction of
emotional distress), (iii) any claim of defamation or other
common-law action, (iv) any claim related to the issuance or
non-issuance of stock, or (v) any claims of violations arising
under whistleblower employee protection provisions of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514A, the Civil
Rights Act of 1964, as amended, 42 U.S.C. § 2000e
et seq ., the Civil Rights Act of 1866, 42 U.S.C.
§ 1981, the Age Discrimination in Employment Act, 29
U.S.C. § 621 et seq ., (including but not
limited to the Older Worker’s Benefit Protection Act), the
Americans with Disabilities Act of 1990, 42 U.S.C.
§ 12101 et seq ., the Fair Labor Standards
Act of 1938, as amended, 29 U.S.C. § 201 et
seq ., the Rehabilitation Act of 1973, as amended, 29 U.S.C.
§ 701 et seq ., the Family and Medical
Leave Act, 29 U.S.C. § 2601, the Employee Retirement
Income Security Act, 29 U.S.C. § 1001, et
seq . or the Missouri Human Rights Act, R.S. Mo. §
213.010, et. seq. , the Missouri Service Letter
Statute, R.S. Mo. § 290.140, the Missouri Employment Security
Act, R.S. Mo. § 288.010, et seq.
, retaliation for exercise of rights Under the Missouri
Worker’s Compensation Act, R.S. Mo.§ 287.010 et
seq. ; the Missouri Aids Act, R.S.Mo. §
191.6665, et seq. , as amended; the Missouri Equal
Pay Law, R.S.Mo. § 290.400-290.460 et seq ., as
amended; the Missouri Handicap Discrimination Statute, R.S.Mo.
§ 209.150, 290.160, 290.162, and 209.180 et seq
., as amended; the Missouri Genetic Testing Information Bias Law,
R.S.Mo. § 375.1300, 375.1303, 375.1306 and 375.1309 et
seq ., as amended; the Missouri Smokers Rights Law, R.S.Mo.
§ 290.145 et
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seq. , as amended, or any other federal, state, or local
statutes or ordinances or common laws, or any claims for pay,
vacation pay, insurance, or welfare benefits or any other benefits
of employment with Laclede arising from events occurring prior to
or on the Separation Date other than those payments and benefits
specifically provided herein.
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10.
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Release of Benefit Claims. In exchange for the
monetary payments and benefits described in Paragraph 1 and
Subparagraphs 1(A), 1(B), 1(C), and 1(D) Cooper further releases
and waives any claim for any type of compensation or employee
benefits with Laclede.
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11.
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Representations and Warranties Regarding the FMLA, FLSA, and
Sarbanes-Oxley Act. Cooper represents and warrants
that he is not aware of any circumstances that might entitle Cooper
to a leave of absence under the Family and Medical Leave Act
(“FMLA”) or any fact which might justify a claim
against Laclede for violation of the FMLA. Cooper
represents and warrants further that Cooper has received any and
all wages and commissions for work performed and all overtime
compensation and FMLA leave to which Cooper may have been entitled,
and that Cooper is not currently aware of any facts or
circumstances constituting a violation by Laclede of the FMLA,
FLSA, or the Sarbanes-Oxley Act. Cooper specifically
warrants that he has discussed this issue and all underlying facts
with his attorney and in consultation with Cooper’s attorney,
makes these representations.
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12.
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Confidentiality of Agreement . Notwithstanding
Laclede’s duty to comply with Securities Exchange Commission
(“SEC”) public disclosure requirements, in exchange for
the receipt of the payments set out above, Cooper agrees that he
will not publicize this Agreement directly, either in specific or
as to general content, to either the public generally, to any
employee or agent of Laclede, or to any other person or entity,
except as Cooper might be lawfully compelled to give testimony by
court or federal agency process, lawful deposition, interrogatory,
or arbitrator of competent jurisdiction, or to participate in an
EEOC, SEC, or other federal agency
investigation. Furthermore, the parties do not intend
for this Agreement to restrict Cooper from engaging in any
whistleblower activity protected by federal law; thus,
Cooper’s publicity of and discussions about the terms of this
Agreement, if made in connection with whistleblower activity
protected by federal law, will not constitute a breach of this
Agreement. Cooper’s agreement to keep confidential
the terms of this Agreement requires Cooper to refrain from
communicating regarding the terms of this Agreement with anyone
except Cooper’s immediate family and Cooper
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