Attached files
| file | filename |
|---|---|
| EX-10.1D - EXHIBIT 10.1.D - SOUTHERN Co GAS | exhibit_10-1d.htm |
| EX-10.1A - EXHIBIT 10.1.A - SOUTHERN Co GAS | exhibit_10-1a.htm |
| EX-10.1B - EXHIBIT 10.1.B - SOUTHERN Co GAS | exhibit_10-1b.htm |
| EX-10.1C - EXHIBIT 10.1.C - SOUTHERN Co GAS | exhibit_10-1c.htm |
|
UNITED
STATES
|
||
|
SECURITIES
AND EXCHANGE COMMISSION
|
||
|
Washington,
D.C. 20549
|
||
|
FORM
8-K
|
||
|
CURRENT
REPORT
|
||
|
PURSUANT
TO SECTION 13 OR 15(d) OF
|
||
|
THE
SECURITIES EXCHANGE ACT OF 1934
|
||
|
Date
of Report (Date of earliest event reported): January 20,
2010
|
||
|
AGL
RESOURCES INC.
|
||
|
(Exact
name of registrant as specified in its charter)
|
||
|
Georgia
|
1-14174
|
58-2210952
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File No.)
|
(I.R.S.
Employer Identification No.)
|
|
Ten
Peachtree Place NE, Atlanta, Georgia 30309
|
||
|
(Address
and zip code of principal executive offices)
|
||
|
404-584-4000
|
||
|
(Registrant's
telephone number, including area code)
|
||
|
Not
Applicable
|
||
|
(Former
name or former address, if changed since last report)
|
||
|
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
|
||
|
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
||
|
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
||
|
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
||
|
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
||
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
January 20, 2010, AGL Resources Inc. (the “Company”) entered into an individual
change in control agreement with each of John W. Somerhalder II, Andrew W.
Evans, Henry P. Linginfelter and Douglas N. Schantz, all of whom are named
executive officers. Each of the agreements (which are effective as of
December 1, 2009 and replaces a similar agreement that expired November 30,
2009) provides that the covered executive will be entitled to receive, upon a
“qualifying termination” (as described below) generally following a change in
control event set forth in the agreement, a severance benefit equal to two times
the sum of his base salary plus the average annual incentive compensation for
the three years prior to the year of the qualifying termination; at the time of
the qualifying termination, a prorated annual incentive compensation payment for
the year of the qualifying termination, based on the number of days the
executive was employed by the Company during that year; a two-year continuation
of medical, dental and life insurance benefits; potential vesting of all
long-term incentive compensation under certain circumstances; and outplacement
assistance. A qualifying termination will occur if, following a change in
control, the executive’s employment is involuntarily terminated without “cause”
or voluntarily terminated for “good reason,” (as defined in the agreement)
provided, that, such termination occurs on or before the second anniversary of
the date of the consummation of the change in control. The covered executive may
also receive reimbursement of legal fees in connection with the enforcement of
his rights under the continuity agreement. These agreements do not provide for a
payment related to potential excise taxes if payments under the agreement are
deemed “excess parachute payments.”
Copies of
the continuity agreements are attached to this report as exhibits 10.1.a through
10.1.d.
Item 9.01 Financial Statements and
Exhibits.
|
(d)
|
Exhibits
|
|
Exhibit No.
|
|
|
10.1.a
|
Continuity
Agreement, entered into as of December 1, 2009, by and between AGL
Resources Inc. and John W. Somerhalder II.
|
|
10.1.b
|
Continuity
Agreement, entered into as of December 1, 2009, by and between AGL
Resources Inc. and Andrew W. Evans.
|
|
10.1.c
|
Continuity
Agreement, entered into as of December 1, 2009, by and between AGL
Resources Inc. and Henry P. Linginfelter.
|
|
10.1.d
|
Continuity
Agreement, entered into as of December 1, 2009, by and between AGL
Resources Inc. and Douglas N.
Schantz.
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
AGL
RESOURCES INC.
|
|
|
(Registrant)
|
|
|
Date:
January 21, 2010
|
/s/ Paul R. Shlanta
|
|
Paul
R. Shlanta
Executive
Vice President, General Counsel
and
Chief Ethics and Compliance Officer
|
Exhibit
Index
|
Exhibit
No.
|
Description
|
|
10.1.a
|
Continuity
Agreement, entered into as of December 1, 2009, by and between AGL
Resources Inc. and John W. Somerhalder II.
|
|
10.1.b
|
Continuity
Agreement, entered into as of December 1, 2009, by and between AGL
Resources Inc. and Andrew W. Evans.
|
|
10.1.c
|
Continuity
Agreement, entered into as of December 1, 2009, by and between AGL
Resources Inc. and Henry P. Linginfelter.
|
|
10.1.d
|
Continuity
Agreement, entered into as of December 1, 2009, by and between AGL
Resources Inc. and Douglas N.
Schantz.
|