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Exhibit 10
TECO ENERGY, INC.
VOLUNTARY RETIREMENT AGREEMENT AND GENERAL RELEASE
THIS VOLUNTARY RETIREMENT AGREEMENT AND GENERAL RELEASE (the
"Agreement") is made and entered into this ________ day of
_________________________, 2000, by and between TECO ENERGY, INC. (the
"Company"), the principal place of business which is located at 702 North
Franklin Street, Tampa, Florida 33602 and ROGER A. DUNN (the "OFFICER"),
residing at 1004 Siwanoy Street, Tampa, Florida 33629.
WHEREAS, the Officer is currently employed in the position of Vice
President-Human Resources; and
WHEREAS, the Company intends to eliminate the position as presently
constituted; and
WHEREAS, after 6 years of credited employment with and service to TECO
ENERGY, INC., the Officer has elected to retire commencing July 1, 2001, and;
WHEREAS, in recognition of the Officer's service, the Company desires
to extend to the Officer certain payments and benefits in order to effect a just
retirement of the Officer; and
WHEREAS, the parties have mutually agreed to enter into the following
Voluntary Retirement Agreement and General Release (the "Agreement").
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is hereby agreed as follows:
1. SCOPE OF EMPLOYMENT
(a) The Officer will remain employed as a regular full-time
employee of the Company from the date of this Agreement until the close of
business on December 31, 2000 (the "Employment Period").
(b) The Officer shall perform those duties for the Company as
he is specifically assigned by the Chairman, President and Chief Executive
Officer or his designee within the Company or its affiliates and can expect to
be called upon to perform duties during the transition period. Coincident with
the Officer's execution of this Agreement, the Officer agrees to submit his
resignation as an Officer of the Company, effective December 31, 2000, by
execution and delivery of the resignation letter(s) dated as of the date of
signing this Agreement and attached hereto as Exhibit A.
(c) At the end of the Employment Period the Officer shall be
placed on a "Temporary Layoff" until such time as the Company recalls the
Officer to return to work, the Officer retires or the Officer otherwise
terminates his employment with the Company, which period shall not extend beyond
June 30, 2001 (the "Temporary Layoff Period").
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2. RETIREMENT DATE
(a) The Officer hereby notifies Company of his intention to
apply for retirement and hereby elects to retire on July 1, 2001 (the
"Retirement Date").
3. COMPENSATION AND BENEFITS
(a) From the date of this Agreement up through the end of the
Employment Period, the Officer shall continue to receive his bi-weekly base
salary at the same time and manner as other similarly situated employees and
shall remain eligible for all of the Company's employee benefit plans in
accordance with their terms. Contributions to such plans will be deducted from
the Employee's salary as required by the Plans or as requested by the Officer.
(b) During the Temporary Layoff Period, the Officer shall not
be paid. During the Temporary Layoff Period, the Officer will continue to be
covered by all of the Company's medical, dental and life insurance. Officer will
be billed by Company for Officer's contribution. Additional contributions will
not be made to the TECO Energy Retirement Savings Plan.
(c) During the month of January 2001, the Company shall pay to
the Officer a lump-sum payment equivalent to the present value of the enhanced
portion of retirement benefits under the Officer?s Supplemental Executive
Retirement Plan (the "SERP"). The enhanced portion represents two years added to
the Officer's age and two years added to the Officer's length of service,
calculated based on projected earnings through 2000 (exclusive of Annual
Incentive Plan payment). The payment made to the Officer shall be reduced to
reflect the withholding of required FICA and federal withholding taxes.
(d) During the month of January 2001, the Company shall pay
the Officer a one-time lump sum payment equal to one and one-half (1 1/2) year's
base salary and target bonus. The payment made to the Officer shall Be reduced
to reflect the withholding of required FICA and federal withholding taxes.
(e) Commencing on the Officer's Retirement Date, the Officer
shall be entitled to all retirement and associated benefits due such Officer
pursuant to Company's retirement and other benefit plans (the "Plans"). Nothing
contained herein shall be construed to affect the Officer's rights as a retiree
under such Plans.
(f) The Officer shall be entitled to receive payment of his
2000 bonus in the same month payment is made to similarly situated officers.
Such payment will be reduced by the normal amount of the Officer's contributions
to his flexible spending account election. Additionally, the payment to the
Officer shall be reduced to reflect the withholding of required FICA and federal
withholding taxes.
(g) All of the Officer's outstanding TECO Energy, Inc. stock
options shall vest as of the date hereof and shall remain exercisable by the
Officer at any time on or before the expiration date specified for each
applicable stock option grant, in accordance with the provisions of such grant.
(h) The restrictions upon the restricted stock granted to the
Officer in 1996, 1997 and 1998 under the TECO Energy, Inc. 1996 Equity Incentive
Plan shall terminate, and all of such
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restricted stock shall vest for the benefit of the Officer as of the date hereof
subject to the provisions of such plan.
(i) The Officer shall be entitled to a prorated final payout
(service through December 31, 2000) as of the date hereof of the performance
shares granted to Officer in 2000 (including the 2000 replacement grants) for
the Performance Period which shall end on October 18, 2000.
(j) The Officer shall be entitled to the reimbursement for tax
preparation for tax years 2000 and 2001 in a similar amount and manner as
Officer has received in the past.
4. CONFIDENTIALITY AND OTHER CONDUCT
(a) The Officer recognizes and acknowledges that during the
course of his employment with the Company, he has been exposed to, has had
access to, and has had disclosed to him information and material developed
specifically by and for the benefit of the Company and sensitive and/or
proprietary information, business planning and operations information,
strategic, financial, business and plant security information, business
practices and procedures, and specific Company procedures related thereto and to
other matters, including without limitation trade secrets, trademarks, service
marks, trademarked and copyrighted material, patents, patents pending, financial
and data processing information, data bases, interfaces, and/or source codes,
Company procedures, specifications, commercial information or other Company or
Customer records as described in Administrative Policies I.8.7. and 001,
including any information or material, belonging to others which has been
provided to the Company on a confidential basis, all of which are hereinafter
referred to as "Confidential Information."
(b) The Officer agrees to maintain, in strict confidence, the
Confidential Information and agrees not to disclose the Confidential Information
or the fact of, the terms of or the amount of the consideration paid as part of
this Agreement and General Release to any third party or to use same to benefit
himself or any third party. The Officer shall be prohibited from using,
duplicating, reproducing, copying, distributing, disclosing such Confidential
Information regardless of form or purpose, including without limitation, verbal
disclosure, data, documents, electronic media or any other media form. The
Officer agrees to abide by the non-disclosure and non-use obligations relating
to Company records, information, and property contained in the Company's
Standards of Integrity.
(c) The restrictions on the Officer's disclosure of
Confidential Information set out herein do not apply to such information which
(i) is now, or which hereafter, through no act or failure to act on the part of
the Officer, becomes generally known or available to the public; or (ii) is
required to be disclosed by a court of competent jurisdiction or by an
administrative or quasi-judicial body having jurisdiction over the subject
matter after the Officer has given the Company reasonable prior notice of such
disclosure requirement.
(d) The Officer agrees to conduct himself in all actions or
conduct relating to the Company in a manner consistent with existing Company
policy and to refrain from engaging in any conduct which holds the Company up to
ridicule in the community or which jeopardizes or adversely affects the business
or reputation of the Company.
(e) For the purpose of this Section the term "Company" shall
mean TECO Energy, Inc., Tampa Electric Company, and all of their subsidiaries
and affiliates.
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5. RELEASE OF CLAIMS
(a) For and in consideration of the payments and increased
benefits made to the Officer pursuant to Section 3. hereof, the Officer, for
himself, his heirs, executors, administrators, successors and assigns
acknowledges that the payments being made as consideration are in addition to
anything of value to which he is entitled and accordingly hereby releases and
agrees to hold harmless the Company (which, for purposes of this section
includes the Company, subsidiaries, and any agent, officer, director or employee
thereof) from all claims, rights, causes of action or liabilities of whatever
nature, whether at law or in equity, or damages (compensatory, consequential or
punitive) against the Company which the Officer, his heirs, executors,
administrators, successors, and assigns, may now have or hereafter can, shall or
may have for, upon, or by reason of any matter, cause or thing, whatsoever,
which has happened, developed or occurred on or before the date of this
Agreement, arising out of Officer's employment with or termination of employment
from the Company or retirement hereunder, including, but not limited to, claims
for wrongful termination, discrimination, retaliation, invasion of privacy,
defamation, slander, and/or intentional infliction of emotional distress any
rights to a grievance proceeding and those arising under any federal, state, or
local discrimination or civil rights or labor laws and/or rules or regulations,
and/or common law, whether in contract or in tort, as they relate to the
employment relationship of the Officer/Employer (including without limitation
claims arising under the Age Discrimination in Employment Act, the Older
Workers' Benefit Protection Act (29 USC ss.626), Title VII of the Civil Rights
Act of 1964, Worker Adjustment and Retraining Notification Act (29 USC
ss.2101-2109), or the Employee Retirement Income Security Act, as such laws have
been or may be amended from time to time).
(b) The Company and the Officer agree that by entering into
this Agreement the Officer does not waive claims that may arise after the date
of execution of this Agreement.
(c) The Officer acknowledges and agrees that this Agreement
shall not be construed as an admission by Company of any improper or unlawful
actions or of any wrongdoing whatsoever against Officer or any other persons,
and Company expressly denies any wrongdoing whatsoever against Officer or any
other employee.
(d) For the purposes of this Section, "Company" shall include
TECO Energy, Inc., Tampa Electric Company, their subsidiaries and affiliates,
and any agent, officer, director, or employee thereof.
6. REMEDY AT LAW INSUFFICIENT
Officer acknowledges that damages at law will be an insufficient remedy
if Officer violates the terms of this Agreement, and that the Company would
suffer a decrease in value and irreparable damage as a result of such violation.
Accordingly, on a violation of any of the covenants set forth herein,
particularly those contained in Section 4., the Company, without excluding or
limiting any other available remedy, shall be entitled to the following
remedies:
(1) Upon posting a reasonable bond and filing with a court of competent
jurisdiction an appropriate pleading and affidavit specifying each obligation
breached by Officer, automatic entry by a court in accordance with Florida
Statute ss.542.335(1)(j) having jurisdiction of an order granting an injunction
or specific performance compelling Officer to comply with that obligation,
without proof of monetary damage or an inadequate remedy at law; and
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(2) Reimbursement of all costs and expenses incurred by the Company in
enforcing those obligations or otherwise defending or prosecuting any litigation
arising out of Officer's obligations, including premiums for bonds, fees for
experts and investigators, and legal fees, cost, and expenses incurred before a
lawsuit is filed and in trial, appellate, bankruptcy and judgment-execution
proceedings.
The foregoing remedies are cumulative to all other remedies afforded by
law or in equity, and the Company may exercise any such remedy concurrently,
independently or successively. If for any reason a court of competent
jurisdiction determines that the Company is not entitled to an injunction based
on a breach of a material obligation under this Agreement as described above,
Officer shall pay to the Company as liquidated damages, on demand in immediately
available legal tender of the United States of America, a sum equal to all
profits, remuneration, or other consideration Officer gains from all activities
in breach or contravention of any of Officer's obligations.
7. SURVIVAL
Neither completion of payments hereunder nor termination of this
Agreement shall be deemed to relieve Officer or Company of any rights or
obligations hereunder which by their very nature survive the completion of
payments by the Company, including without limitation, Sections 4., 5. and 6.
hereof.
8. ENTIRE AGREEMENT
The Officer acknowledges and agrees that this Agreement contains the
entire agreement between himself and Company and that no statements or promises
have been made by either party concerning the contents of this Agreement other
than as expressly contained in this document.
9. EFFECTIVE DATE
This Agreement will be governed by the Laws of the State of Florida and
shall become effective at the close of business on the seventh day following the
execution and delivery of the Agreement by the Officer (the "Rescission
Period"). At any time during the Rescission Period, the Officer may rescind this
Agreement by giving written notice to the Company at its Human Resources
Department.
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10. STATEMENT OF UNDERSTANDING
THE OFFICER ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT,
KNOWS AND UNDERSTANDS THE CONTENTS CONTAINED IN IT, HAS BEEN GIVEN THE
OPPORTUNITY TO CONSIDER THE AGREEMENT FOR TWENTY-ONE (21) DAYS, THE COMPANY HAS
ADVISED HIM TO CONSULT AN ATTORNEY AND HE HAS BEEN GIVEN THE OPPORTUNITY TO DO
SO. FURTHER, THE OFFICER UNDERSTANDS THAT HE MAY RESCIND THIS AGREEMENT AT ANY
TIME DURING THE SEVEN (7) DAYS IMMEDIATELY FOLLOWING EXECUTION. THE OFFICER DOES
FREELY AND VOLUNTARILY ASSENT TO ALL OF ITS TERMS AND CONDITIONS AND SIGNS THIS
AGREEMENT AS HIS OWN FREE ACT.
If the Officer chooses to waive the 21 day requirement, please indicate by
initialing and dating the following paragraph in the space provided in the left
margin.
------- THE OFFICER DOES HEREBY WAIVE THE TWENTY-ONE (21) DAY PERIOD TO
Initial CONSIDER THIS AGREEMENT AS REQUIRED UNDER THE OLDER WORKERS' BENEFIT
------- PROTECTION ACT (29 USC ss.626). FURTHER, THE OFFICER UNDERSTANDS
THAT HE MAY RESCIND Date THIS AGREEMENT AT ANY TIME DURING THE SEVEN (7) DAYS
IMMEDIATELY FOLLOWING EXECUTION.
IN WITNESS WHEREOF, TECO ENERGY, INC. and ROGER A. DUNN have caused
this instrument to be executed in Tampa, Florida as of the date first written
above.
WITNESSES: TECO ENERGY, INC.,
A FLORIDA CORPORATION
BY: /s/
--------------------------------- --------------------------------
Robert D. Fagan
--------------------------------- Chairman, President and
Chief Executive Officer
CAUTION! READ BEFORE SIGNING
BY: /s/
--------------------------------- --------------------------------
Roger A. Dunn
--------------------------------- DATE SIGNED:
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