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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: Commission File Number:
December 31, 1995 1-10592
DESTEC ENERGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-2875546
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 CITYWEST BLVD., SUITE 150
HOUSTON, TEXAS 77042
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 735-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, $0.01 par value The New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by
non-affiliates of the registrant as of March 4, 1996 was
approximately $154,942,536. As of March 4, 1996, there were
57,911,878 shares of common stock, $0.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Destec's definitive Proxy Statement regarding the
Annual Meeting of Stockholders to be held on May 1, 1996 are
incorporated by reference in Part III (Items 10-13) of this Form
10-K.
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<PAGE>
***Explanatory Note***
This Form 10-K/A is filed solely to refile Exhibit 10.57 to
include Attachment C thereto.
ITEM 14. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
3. Exhibits
3.1 Amended and Restated Certificate of Incorporation
of Destec Energy, Inc. (incorporated by reference
to Exhibit 3.1 to Destec's Registration Statement
on Form S-1, Registration No. 33-36086).
3.2* By-Laws of Destec Energy, Inc., as amended on December
1, 1995.
10.1 Power Marketing Agreement dated as of July 1, 1989, as
amended as of July 1, 1990, and as further amended as
of September 1, 1990 between The Dow Chemical Company
and Destec Ventures, Inc. (incorporated by reference
to Exhibit 10.1 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.2** Agreement for Purchase and Sale of Electric Energy
and Capacity dated as of January 1, 1985 between
Houston Lighting and Power Company and The Dow
Chemical Company (incorporated by reference to
Exhibit 10.2 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.3 Master Services Agreement dated as of October 1, 1989,
as amended as of July 1, 1990, among The Dow Chemical
Company, Destec Energy, Inc. and Destec Ventures, Inc.
(incorporated by reference to Exhibit 10.4 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.4 Letter amendment dated October 25, 1990 to Master
Services Agreement dated as of October 1, 1989, as
amended as of July 1, 1990, among The Dow Chemical
Company, Destec Energy, Inc. and Destec Ventures, Inc.
(incorporated by reference to Exhibit 10.4 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.5 Agreement for the Exchange of Property for Stock dated
June 29, 1989, as amended as of June 30, 1990, between
The Dow Chemical Company and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.5 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.6 First Amended Lease Agreement dated as of January 1,
1990 between Destec Ventures, Inc. and The Dow
Chemical Company (incorporated by reference to Exhibit
10.6 to Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.7 First Amended Lignite Properties Maintenance Agreement
dated as of January 1, 1990 between Destec Ventures,
Inc. and The Dow Chemical Company (incorporated by
reference to Exhibit 10.7 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.8 Site Development Agreement dated as of May 1, 1990
between The Dow Chemical Company and Destec Energy,
Inc. (incorporated by reference to Exhibit 10.8 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
<PAGE>
10.9** Assignment Agreement dated as of March 1, 1990
between The Dow Chemical Company and Destec Energy,
Inc. (incorporated by reference to Exhibit 10.9 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.10 Research & Development Agreement dated as of March
1, 1990 between The Dow Chemical Company and Destec
Energy, Inc. (incorporated by reference to Exhibit
10.10 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
10.11 Engineering Services Agreement dated as of November
1, 1989 between Dow Engineering Company and Destec
Energy, Inc. (incorporated by reference to Exhibit
10.11 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
10.12 Registration Rights Agreement dated as of July 1,
1990 between The Dow Chemical Company and Destec
Energy, Inc. (incorporated by reference to Exhibit
10.12 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
10.13 Lease Agreement dated as of January 24, 1985
between CoGen Lyondell, Inc. (Lessee) and United
States Trust Company (Lessor) and supplement
thereto dated as of December 30, 1985 (incorporated
by reference to Exhibit 10.1 to PSE Inc.'s
Registration Statement on Form S-1, Registration
No. 33-4370, filed March 27, 1986).
10.14 Restated Lease Guaranty Agreement dated as of April
30, 1986, by and among PSE Inc. (Guarantor),
General Electric Capital Corporation (Owner
Participant) and United States Trust Company (Owner
Trustee) (incorporated by reference to Exhibit
10.26 to PSE Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 31, 1986, File No.
1-9124).
10.15 Price Guaranty Commitment dated as of April 26,
1984 among The Dow Chemical Company, Louisiana
Gasification Technology, Inc. and the United States
Synthetic Fuels Corporation (incorporated by
reference to Exhibit 10.17 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.16 Memorandum of Intent dated July 1, 1990 between The
Dow Chemical Company and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.18 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.17 Power Supply Option dated as of July 1, 1990
between The Dow Chemical Company and Destec Energy,
Inc. (incorporated by reference to Exhibit 10.19 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.18 Option Agreement dated as of June 30, 1990 between
Rofan Energy, Inc. and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.20 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.19 Gas Purchase Agreement dated as of April 26, 1984
between The Dow Chemical Company and Louisiana
Gasification Technology, Inc. (incorporated by
reference to Exhibit 10.24 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.20 Land Lease Agreement dated as of April 26, 1984
between The Dow Chemical Company and Louisiana
Gasification Technology, Inc. (incorporated by
reference to Exhibit 10.25 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.21 Operating Agreement dated April 26, 1984 between
Louisiana Gasification Technology, Inc. and The Dow
Chemical Company (incorporated by reference to
Exhibit 10.26 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
<PAGE>
10.22 Services Agreement dated April 26, 1984, as amended
January 1, 1987, between Louisiana Gasification
Technology, Inc. and The Dow Chemical Company
(incorporated by reference to Exhibit 10.27 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.23 Technology License Agreement dated April 26, 1984
between The Dow Chemical Company and Louisiana
Gasification Technology, Inc. (incorporated by
reference to Exhibit 10.28 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.24 A written description of The Dow Chemical Company's
Executive Award Plan (incorporated by reference to
Exhibit 10.29 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.25 A written description of The Dow Chemical Company
Executives' Supplemental Plan, as amended through
December 31, 1981, for certain employees of The Dow
Chemical Company (incorporated by reference to
Exhibit 10(b) to The Dow Chemical Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1981, File No. 1-3433).
10.26 Amendment adopted December 14, 1982 to The Dow
Chemical Company Executives' Supplemental Plan
(incorporated by reference to Exhibit 10(b) to The
Dow Chemical Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1982, File
No. 1-3433).
10.27 The Dow Chemical Company 1979 Award and Option
Plan, as amended through December 31, 1982
(included as a part of and incorporated by
reference to the prospectus contained in
Post-Effective Amendment No. 4 to The Dow Chemical
Company's Registration Statement on Form S-8,
Registration No. 2-64560, filed June 23, 1983).
10.28 Amendment adopted April 12, 1984 to The Dow
Chemical Company 1979 Award and Option Plan,
amending the provisions of Section 8(c) of that
Plan (incorporated by reference to Exhibit 10(ff)
to The Dow Chemical Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1984,
File No. 1-3433).
10.29 Amendment adopted April 18, 1985 to The Dow
Chemical Company 1979 Award and Option Plan,
amending the provisions of Section 2(o) of that
Plan (incorporated by reference to Exhibit 10(fff)
to The Dow Chemical Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1985,
File No. 1-3433).
10.30 A written description of The Dow Chemical Company's
Executive Post Retirement Life Insurance Program,
adopted effective December 1, 1983 (incorporated by
reference to Exhibit 10(h) to The Dow Chemical
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1985, File No. 1-3433).
10.31 Amendments adopted October 3, 1987 to The Dow
Chemical Company 1979 Award and Option Plan and The
Dow Chemical Company Executives' Supplemental Plan
(incorporated by reference to Exhibit 10(j) to The
Dow Chemical Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989, File
No. 1-3433).
10.32 A written description of The Dow Chemical Company's
Management Achievement Recognition System adopted
on April 8, 1987 (incorporated by reference to
Exhibit 10(k) to The Dow Chemical Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1989, File No. 1-3433).
<PAGE>
10.33 A copy of The Dow Chemical Company 1988 Dividend
Unit Plan adopted on February 10, 1988
(incorporated by reference to Exhibit 10(l) to The
Dow Chemical Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989, File
No. 1-3433).
10.34 Summary of amendment effective January 1, 1989 to
The Dow Chemical Company Executives' Supplemental
Plan (incorporated by reference to Exhibit 10(m) to
The Dow Chemical Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1989,
File No. 1-3433).
10.35 The Dow Chemical Company 1988 Award and Option Plan
adopted by the stockholders at the 1988 Annual
Meeting (included as a part of and incorporated by
reference to the prospectus contained in The Dow
Chemical Company's Registration Statement on Form
S-8, Registration No. 33-21748, filed May 16,
1988).
10.36** Amended and Restated Cogenerated Electricity
Agreement dated as of September 17, 1990 by and
between The Dow Chemical Company and Texas
Utilities Electric Company (incorporated by
reference to Exhibit 10.48 of Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.37** Amended and Restated Cogenerated Electricity
Agreement dated as of September 17, 1990 by and
between CoGen Lyondell, Inc. and Texas Utilities
Electric Company (incorporated by reference to
Exhibit 10.49 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.38** Surety Agreement dated as of September 17, 1990 by
and between Destec Energy, Inc. and Texas Utilities
Electric Company (incorporated by reference to
Exhibit 10.50 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.39* Destec Energy, Inc. Amended and Restated 1990 Award
and Option Plan.
10.40 Form of Destec Energy, Inc. Retirement and Savings
Plan (incorporated by reference to Exhibit 10.52 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.41 Loan Agreement dated as of November 5, 1990 between
Destec Energy, Inc., as borrower, and The Dow
Chemical Company, as lender (incorporated by
reference to Exhibit 10.53 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.42 Loan Agreement dated as of January 1, 1991 between
Destec Energy, Inc., as lender, and The Dow
Chemical Company, as borrower (incorporated by
reference to Exhibit 10.54 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.43 A written description of The Dow Chemical Company
Corporate Performance Award Plan (incorporated by
reference to Exhibit 10.55 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.44 A written summary of The Dow Chemical Company Area
Performance Award Plan (incorporated by reference
to Exhibit 10.56 to Destec's Registration Statement
on Form S-1, Registration No. 33-36086).
10.45 Deferred Defined Compensation Contract between
Destec Energy, Inc. and Charles F. Goff, dated
November 1, 1991.
10.46 Deferred Defined Compensation Contract between
Destec Energy, Inc. and Rodney M. Webb, dated
November 1, 1991.
<PAGE>
10.47 Deferred Defined Compensation Contract between
Destec Energy, Inc. and Richard H. Davis, dated
November 1, 1991.
10.48* Severance and Services Agreement between Destec
Energy, Inc. and Charles F. Goff, dated May 3,
1994.
10.49* Severance and Services Agreement between Destec
Energy, Inc. and Keys A. Curry, Jr., dated May 3,
1994.
10.50* Severance and Services Agreement between Destec
Energy, Inc. and Enrique M. Larroucau, dated May 3,
1994.
10.51* Severance and Services Agreement between Destec
Energy, Inc. and Rodney M. Webb, dated May 3, 1994.
10.52* Severance and Services Agreement between Destec
Energy, Inc. and Rick A. Bowen, dated July 17,
1995.
10.53* Severance and Services Agreement between Destec
Energy, Inc. and Craig E. Hess, dated May 3, 1994.
10.54* Severance and Services Agreement between Destec
Energy, Inc. and Lige E. Jackowski, Jr., dated May
3, 1994.
10.55* Severance and Services Agreement between Destec
Energy, Inc. and Gareth J. Mann, dated July 17,
1995.
10.56* Form of Salary Continuation Plan between Power
Systems Engineering, Inc. and Keys A. Curry, Jr.
dated March 6, 1986.
10.57+ Release and Waiver Agreement between Destec Energy,
Inc. and Stephen R. Wright dated December 20, 1995.
10.58++ Consulting Agreement between Destec Energy, Inc.
and Stephen R. Wright dated December 20, 1995.
11* Statement regarding computation of per share earnings.
22* List of subsidiaries of Destec Energy, Inc.
25* Powers of Attorney from certain of the directors of
Destec Energy, Inc. whose signatures are to be affixed
to this Form 10-K for the year ended December 31,
1995.
(b) REPORTS ON FORM 8-K.
There were no reports on Form 8-K filed by Destec
during the three months ended December 31, 1995.
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* Filed with the Form 10-K.
** Confidential treatment has been requested and granted with
respect to portions of this Exhibit.
+ Filed herewith.
++ Filed with the Form 10-K. Confidential treatment has been
requested with respect to portions of this Exhibit.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on the ________ day of June, 1996.
DESTEC ENERGY, INC.
(Registrant)
By: /s/ Charles F. Goff
---------------------------------
Charles F. Goff
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Enrique M. Larroucau
---------------------------------
Enrique M. Larroucau
Senior Vice President, Chief Financial
Officer and Treasurer
(Principal Financial Officer)
<PAGE>
EXHIBIT INDEX
3.1 Amended and Restated Certificate of Incorporation of
Destec Energy, Inc. (incorporated by reference to
Exhibit 3.1 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
3.2* By-Laws of Destec Energy, Inc., as amended on December 1,
1995.
10.1 Power Marketing Agreement dated as of July 1, 1989, as
amended as of July 1, 1990, and as further amended as of
September 1, 1990 between The Dow Chemical Company and
Destec Ventures, Inc. (incorporated by reference to
Exhibit 10.1 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
10.2** Agreement for Purchase and Sale of Electric Energy and
Capacity dated as of January 1, 1985 between Houston
Lighting and Power Company and The Dow Chemical
Company (incorporated by reference to Exhibit 10.2 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.3 Master Services Agreement dated as of October 1, 1989, as
amended as of July 1, 1990, among The Dow Chemical
Company, Destec Energy, Inc. and Destec Ventures, Inc.
(incorporated by reference to Exhibit 10.4 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.4 Letter amendment dated October 25, 1990 to Master
Services Agreement dated as of October 1, 1989, as
amended as of July 1, 1990, among The Dow Chemical
Company, Destec Energy, Inc. and Destec Ventures, Inc.
(incorporated by reference to Exhibit 10.4 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.5 Agreement for the Exchange of Property for Stock dated
June 29, 1989, as amended as of June 30, 1990, between
The Dow Chemical Company and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.5 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.6 First Amended Lease Agreement dated as of January 1, 1990
between Destec Ventures, Inc. and The Dow Chemical
Company (incorporated by reference to Exhibit 10.6 to
Destec's Registration Statement on Form S-1, Registration
No. 33-36086).
10.7 First Amended Lignite Properties Maintenance Agreement
dated as of January 1, 1990 between Destec Ventures, Inc.
and The Dow Chemical Company (incorporated by reference
to Exhibit 10.7 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.8 Site Development Agreement dated as of May 1, 1990
between The Dow Chemical Company and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.8 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.9** Assignment Agreement dated as of March 1, 1990 between
The Dow Chemical Company and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.9 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.10 Research & Development Agreement dated as of March
1, 1990 between The Dow Chemical Company and Destec
Energy, Inc. (incorporated by reference to Exhibit
10.10 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
<PAGE>
10.11 Engineering Services Agreement dated as of November
1, 1989 between Dow Engineering Company and Destec
Energy, Inc. (incorporated by reference to Exhibit
10.11 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
10.12 Registration Rights Agreement dated as of July 1,
1990 between The Dow Chemical Company and Destec
Energy, Inc. (incorporated by reference to Exhibit
10.12 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
10.13 Lease Agreement dated as of January 24, 1985
between CoGen Lyondell, Inc. (Lessee) and United
States Trust Company (Lessor) and supplement
thereto dated as of December 30, 1985 (incorporated
by reference to Exhibit 10.1 to PSE Inc.'s
Registration Statement on Form S-1, Registration
No. 33-4370, filed March 27, 1986).
10.14 Restated Lease Guaranty Agreement dated as of April
30, 1986, by and among PSE Inc. (Guarantor),
General Electric Capital Corporation (Owner
Participant) and United States Trust Company (Owner
Trustee) (incorporated by reference to Exhibit
10.26 to PSE Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 31, 1986, File No.
1-9124).
10.15 Price Guaranty Commitment dated as of April 26,
1984 among The Dow Chemical Company, Louisiana
Gasification Technology, Inc. and the United States
Synthetic Fuels Corporation (incorporated by
reference to Exhibit 10.17 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.16 Memorandum of Intent dated July 1, 1990 between The
Dow Chemical Company and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.18 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.17 Power Supply Option dated as of July 1, 1990
between The Dow Chemical Company and Destec Energy,
Inc. (incorporated by reference to Exhibit 10.19 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.18 Option Agreement dated as of June 30, 1990 between
Rofan Energy, Inc. and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.20 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.19 Gas Purchase Agreement dated as of April 26, 1984
between The Dow Chemical Company and Louisiana
Gasification Technology, Inc. (incorporated by
reference to Exhibit 10.24 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.20 Land Lease Agreement dated as of April 26, 1984
between The Dow Chemical Company and Louisiana
Gasification Technology, Inc. (incorporated by
reference to Exhibit 10.25 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.21 Operating Agreement dated April 26, 1984 between
Louisiana Gasification Technology, Inc. and The Dow
Chemical Company (incorporated by reference to
Exhibit 10.26 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.22 Services Agreement dated April 26, 1984, as amended
January 1, 1987, between Louisiana Gasification
Technology, Inc. and The Dow Chemical Company
(incorporated by reference to Exhibit 10.27 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.23 Technology License Agreement dated April 26, 1984
between The Dow Chemical Company and Louisiana
Gasification Technology, Inc. (incorporated by
reference to Exhibit 10.28 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
<PAGE>
10.24 A written description of The Dow Chemical Company's
Executive Award Plan (incorporated by reference to
Exhibit 10.29 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.25 A written description of The Dow Chemical Company
Executives' Supplemental Plan, as amended through
December 31, 1981, for certain employees of The Dow
Chemical Company (incorporated by reference to
Exhibit 10(b) to The Dow Chemical Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1981, File No. 1-3433).
10.26 Amendment adopted December 14, 1982 to The Dow
Chemical Company Executives' Supplemental Plan
(incorporated by reference to Exhibit 10(b) to The
Dow Chemical Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1982, File
No. 1-3433).
10.27 The Dow Chemical Company 1979 Award and Option
Plan, as amended through December 31, 1982
(included as a part of and incorporated by
reference to the prospectus contained in
Post-Effective Amendment No. 4 to The Dow Chemical
Company's Registration Statement on Form S-8,
Registration No. 2-64560, filed June 23, 1983).
10.28 Amendment adopted April 12, 1984 to The Dow
Chemical Company 1979 Award and Option Plan,
amending the provisions of Section 8(c) of that
Plan (incorporated by reference to Exhibit 10(ff)
to The Dow Chemical Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1984,
File No. 1-3433).
10.29 Amendment adopted April 18, 1985 to The Dow
Chemical Company 1979 Award and Option Plan,
amending the provisions of Section 2(o) of that
Plan (incorporated by reference to Exhibit 10(fff)
to The Dow Chemical Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1985,
File No. 1-3433).
10.30 A written description of The Dow Chemical Company's
Executive Post Retirement Life Insurance Program,
adopted effective December 1, 1983 (incorporated by
reference to Exhibit 10(h) to The Dow Chemical
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1985, File No. 1-3433).
10.31 Amendments adopted October 3, 1987 to The Dow
Chemical Company 1979 Award and Option Plan and The
Dow Chemical Company Executives' Supplemental Plan
(incorporated by reference to Exhibit 10(j) to The
Dow Chemical Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989, File
No. 1-3433).
10.32 A written description of The Dow Chemical Company's
Management Achievement Recognition System adopted
on April 8, 1987 (incorporated by reference to
Exhibit 10(k) to The Dow Chemical Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1989, File No. 1-3433).
10.33 A copy of The Dow Chemical Company 1988 Dividend
Unit Plan adopted on February 10, 1988
(incorporated by reference to Exhibit 10(l) to The
Dow Chemical Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989, File
No. 1-3433).
10.34 Summary of amendment effective January 1, 1989 to
The Dow Chemical Company Executives' Supplemental
Plan (incorporated by reference to Exhibit 10(m) to
The Dow Chemical Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1989,
File No. 1-3433).
<PAGE>
10.35 The Dow Chemical Company 1988 Award and Option Plan
adopted by the stockholders at the 1988 Annual
Meeting (included as a part of and incorporated by
reference to the prospectus contained in The Dow
Chemical Company's Registration Statement on Form
S-8, Registration No. 33-21748, filed May 16,
1988).
10.36** Amended and Restated Cogenerated Electricity Agreement
dated as of September 17, 1990 by and between The Dow
Chemical Company and Texas Utilities Electric Company
(incorporated by reference to Exhibit 10.48 of
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.37** Amended and Restated Cogenerated Electricity Agreement
dated as of September 17, 1990 by and between CoGen
Lyondell, Inc. and Texas Utilities Electric Company
(incorporated by reference to Exhibit 10.49 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.38** Surety Agreement dated as of September 17, 1990 by and
between Destec Energy, Inc. and Texas Utilities
Electric Company (incorporated by reference to Exhibit
10.50 to Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.39* Destec Energy, Inc. Amended and Restated 1990 Award
and Option Plan.
10.40 Form of Destec Energy, Inc. Retirement and Savings
Plan (incorporated by reference to Exhibit 10.52 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.41 Loan Agreement dated as of November 5, 1990 between
Destec Energy, Inc., as borrower, and The Dow
Chemical Company, as lender (incorporated by
reference to Exhibit 10.53 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.42 Loan Agreement dated as of January 1, 1991 between
Destec Energy, Inc., as lender, and The Dow
Chemical Company, as borrower (incorporated by
reference to Exhibit 10.54 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.43 A written description of The Dow Chemical Company
Corporate Performance Award Plan (incorporated by
reference to Exhibit 10.55 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.44 A written summary of The Dow Chemical Company Area
Performance Award Plan (incorporated by reference
to Exhibit 10.56 to Destec's Registration Statement
on Form S-1, Registration No. 33-36086).
10.45 Deferred Defined Compensation Contract between Destec
Energy, Inc. and Charles F. Goff, dated November 1,
1991.
10.46 Deferred Defined Compensation Contract between Destec
Energy, Inc. and Rodney M. Webb, dated November 1,
1991.
10.47 Deferred Defined Compensation Contract between Destec
Energy, Inc. and Richard H. Davis, dated November 1,
1991.
10.48* Severance and Services Agreement between Destec
Energy, Inc. and Charles F. Goff, dated May 3, 1994.
10.49* Severance and Services Agreement between Destec
Energy, Inc. and Keys A. Curry, Jr., dated May 3,
1994.
10.50* Severance and Services Agreement between Destec
Energy, Inc. and Enrique M. Larroucau, dated May 3,
1994.
10.51* Severance and Services Agreement between Destec
Energy, Inc. and Rodney M. Webb, dated May 3, 1994.
<PAGE>
10.52* Severance and Services Agreement between Destec
Energy, Inc. and Rick A. Bowen, dated July 17, 1995.
10.53* Severance and Services Agreement between Destec
Energy, Inc. and Craig E. Hess, dated May 3, 1994.
10.54* Severance and Services Agreement between Destec
Energy, Inc. and Lige E. Jackowski, Jr., dated May 3,
1994.
10.55* Severance and Services Agreement between Destec
Energy, Inc. and Gareth J. Mann, dated July 17, 1995.
10.56* Form of Salary Continuation Plan between Power Systems
Engineering, Inc. and Keys A. Curry, Jr. dated March
6, 1986.
10.57+ Release and Waiver Agreement between Destec Energy, Inc.
and Stephen R. Wright dated December 20, 1995.
10.58++ Consulting Agreement between Destec Energy, Inc. and
Stephen R. Wright dated December 20, 1995.
11* Statement regarding computation of per share earnings.
22* List of subsidiaries of Destec Energy, Inc.
25* Powers of Attorney from certain of the directors of
Destec Energy, Inc. whose signatures are to be
affixed to this Form 10-K for the year ended
December 31, 1995.
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* Filed with the Form 10-K.
** Confidential treatment has been requested and granted with
respect to portions of this Exhibit.
+ Filed herewith.
++ Filed with the Form 10-K. Confidential treatment has been
requested with respect to portions of this Exhibit.
<PAGE>
RELEASE AND WAIVER
Name: Stephen R. Wright
In return for the sum of money and the outplacement services
referred to in Attachment "A," I hereby RELEASE, ACQUIT, AND
FOREVER DISCHARGE Destec, its successors, present and former
employees, agents, corporate officers, directors, corporate
affiliates, and all other persons, firms, corporations, and any
possible entity or person ("the parties released"), of and from any
and all liability or claims in law and equity, known or unknown, of
any kind and character whatsoever arising from, growing out of, or
in any way connected with my employment or the termination of my
employment with Destec up to and including the date I executed this
instrument. I declare that it is my intention to release Destec,
and all of the parties released, from any and all liability of any
kind and character whatsoever arising from, growing out of, or in
any way connected with my employment with Destec including, but not
limited to, any claims which arose on or prior to the date I
executed this instrument under any federal or state statute
including, but not limited to, Title VII of the Civil Rights Act of
1964, as amended, 42 U.S.C. Sections 2000e-2000e-17; the Americans
with Disabilities Act of 1990, 42 U.S.C. Sections 12101-12213; the
Age Discrimination in Employment Act, 29 U.S.C. Sections 621-634;
the Employment Income Retirement Security Act of 1974, 29 U.S.C.
1001-1461; the National Labor Relations Act, as amended, 29 U.S.C.
Sections 151-169; the Rehabilitation Act of 1973, as amended,
29 U.S.C. Section 701 et seq.; the Texas Commission on Human Rights
Act, Tex. Lab. Code Ann. Section 21.001 et seq. (Vernon 1993); and
the Common Law of these United States, collectively or singularly.
I understand that my decision whether to execute this Release and
Waiver will in no way affect my right to receive the elements of
the Basic Separation Package described in Attachment "B." I
acknowledge and agree that I am receiving the supplemental
severance package described in Attachment "A" (the "Supplemental
Severance Package") only in consideration for the release and other
promises made by me in this Release and Waiver. I acknowledge
that, but for my agreement as set forth in this document, I would
not be entitled to receive the Supplemental Severance Package under
my employment contract or any Destec policy or practice relating to
my employment, but instead would be eligible only to receive
Destec's basic separation package, consisting of the elements
described in Attachment "B" attached hereto (the "Basic Separation
Package").
I understand and agree that my employment with Destec will
terminate at 5:00 p.m. on December 31, 1995.
I represent that I have not filed any complaints or charges against
Destec with any governmental agency. I further represent that I
have not filed any lawsuits against Destec in any court and that I
will not do so in the future except for the purpose of enforcing my
rights under this Release and Waiver or to enforce rights or claims
that may arise after the date I sign this Release and Waiver. I do
not waive rights or claims that may arise after the date I execute
this Release and Waiver. I agree not to challenge the enforceability
of this Release. If I attempt to challenge the enforceability
<PAGE>
of this Release, I will tender to Destec, by certified funds
delivered to Destec, all monies received pursuant to this Release.
This Release and Waiver does not affect my rights and obligations
under my Employee Agreement or any other secrecy agreements that I
have signed with Destec. This Release and Waiver also does not
affect any rights I may have to file for a benefit under any state
workers' compensation or similar disability statute.
This Release and Waiver does not affect my rights under any Destec
benefit plan for which I may be eligible, which plans are governed
by their own terms. My vested rights under my Destec plans are
described in Attachment "B"; the supplemental rights provided under
this Release and Waiver are described in Attachment "A".
I agree that I am waiving all rights to reemployment with Destec.
I agree not to disclose the terms, amounts and facts of this
Release and Waiver to anyone, except my immediate family, my
attorney, and/or any financial consultant without the prior written
consent of Destec. I further agree that if I, my immediate family,
or my attorney, or my financial consultant (a) breach the foregoing
obligation or any obligation I have under my Employee Agreement or
any other secrecy agreement or (b) take any other action harmful to
Destec, I will forfeit or return to Destec one half of the value of
the outplacement package described above and Destec may seek
damages, attorneys' fees and costs from me.
I agree to indemnify and hold Destec from and against any losses,
costs, damages or expenses including, without limitation,
attorneys' fees incurred by Destec arising out of any breach of
this Release and Waiver by me.
I HAVE BEEN ADVISED OF MY RIGHT TO DISCUSS ALL ASPECTS OF THIS
RELEASE AND WAIVER WITH MY PRIVATE ATTORNEY AND, TO THE EXTENT I
DESIRE, I HAVE AVAILED MYSELF THIS RIGHT. I UNDERSTAND THAT,
DURING THE SEVEN DAY PERIOD AFTER I SIGN, I MAY CHANGE MY MIND AND
REVOKE THIS RELEASE AND WAIVER, PROVIDED I DO SO IN WRITING AND THE
NOTICE IS DELIVERED TO DESTEC'S CONTROLLER, IN WHICH CASE I WAIVE
THE RIGHT TO RECEIVE THE SUPPLEMENTAL SEVERANCE PACKAGE. I ALSO
UNDERSTAND THAT THIS RELEASE AND WAIVER SHALL NOT BECOME
EFFECTIVE OR ENFORCEABLE UNTIL THE SEVEN DAY REVOCATION PERIOD
HAS EXPIRED. I FURTHER UNDERSTAND THAT THIS RELEASE AND WAIVER
CONTAINS THE ENTIRE AGREEMENT BETWEEN MYSELF AND DESTEC AND
CANNOT BE MODIFIED EXCEPT IN A WRITING SIGNED BY ME AND DESTEC.
I understand that I have until January 22, 1996, to sign and return
this Release and Waiver. In the event I sign it before January 22,
1996, I acknowledge I was given at least 45 days to consider this
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<PAGE>
Release and Waiver. In addition, I was provided the information
set forth in Exhibit C to aid me in my evaluation of the decision
whether or not I should execute this Release and Waiver.
I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL OF THE PROVISIONS
OF THIS RELEASE AND WAIVER. HAVING BEEN ADVISED TO CONSULT WITH AN
ATTORNEY, HAVING BEEN GIVEN 45 DAYS TO CONSIDER WHETHER TO
EXECUTE THIS RELEASE AND WAIVER, AND HAVING REVIEWED THE
INFORMATION PROVIDED TO ME, I DECLARE THAT I SIGNED THIS RELEASE AND
WAIVER VOLUNTARILY.
Agreed to and accepted at Houston, Texas, this 20th day of
December, 1995.
DESTEC ENERGY, INC.
By: /s/ Stephen R. Wright By: /s/ C. F. Goff
-------------------------- --------------------------
Stephen R. Wright
Name (Typed): C. F. Goff
---------------
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<PAGE>
ATTACHMENT "A"
SUPPLEMENTAL SEVERANCE PACKAGE
A. I will receive the following payments (in addition to those
provided in the Basic Separation Package):
A special severance payment in the amount of $332,800.00,
to be paid in one installment on the first regularly
scheduled pay day after the effective date of this
Release and Waiver.
A special supplement to my vested amount under my
Compensation Adjustment Agreement, the amount of such
supplement being $119,504.00, to be paid in one
installment on the first regularly scheduled pay day
after the effective date of this Release and Waiver.
B. The period within which I may exercise the awards previously
issued to me under the Company Award and Option Plan has been
extended to December 31, 1998, notwithstanding that the Plan
generally provides that such awards expire upon termination of
employment with Destec.
C. I may continue to use my company car through January 15, 1996
(with gasoline purchases made for my account). After
January 15, 1996, I have the option to purchase the company
car at fair market value as determined by Wheels, Inc.,
tendering a sum equivalent to the fair market value to the
Company on or before January 20, 1996.
D. Supplemental outplacement services will be provided to me as
covered in the attachment.
E. Provided that I sign and deliver the Consulting Agreement
attached hereto as Exhibit D, Destec will retain me as a
consultant reporting to the General Counsel or his designee
beginning on January 1, 1996, and ending, unless extended by
agreement of the parties, on September 30, 1996. Pursuant to
the terms of Exhibit D, during the term of the Consulting
Agreement I will receive the amount of $11,111.11 at the end
of each month as payment for my consulting services.
F. Destec will extend the period of eligibility for COBRA health
insurance for up to six months beyond eighteen months at my
expense.
-4-
<PAGE>
G. I will be entitled to Variable Pay for 1995, and I will be
treated as if I retired for the purposes of the 1995 Variable
Pay Plan.
-5-
<PAGE>
ATTACHMENT "B"
BASIC SEPARATION PACKAGE
A. I will receive the following payments (less normal tax
withholdings and any outstanding amounts I owe the company):
1. Base salary through December 31, 1995, payable on regular
pay days such that I will be retained on the Company's
payroll on leave of absence status until that date.
2. 1995 vacation credit (9.125 days) in the amount of
$5,840.00.
B. With respect to the vested balance in my Retirement and
Savings Plan account, I will retain all rights provided to me
by the terms of the Plan. With respect to the vested payment
under my Compensation Adjustment Agreement, I will receive a
payment in the amount of $189,435.00 on the first regularly
scheduled pay day in January, 1996.
C. Eligibility for COBRA health insurance for up to eighteen
months at my expense.
D. The ability to convert Life, Accidental Death and
Dismemberment and Long-Term Disability insurance benefits to
personal coverage.
E. Destec will provide a defense to me and indemnify me to the
extent permitted by the by-laws of the corporation.
F. I will be provided a program of professional outplacement
counseling and services as determined by Destec.
-6-
<PAGE>
ATTACHMENT "C"
Supplemental Information Regarding Release and Waiver
1. The class of persons who are eligible for Supplemental
Severance on terms determined by Destec Energy, Inc. are those
persons who were notified on November 30, 1995, that their
employment with Destec Energy, Inc. would be terminated on
December 31, 1995. To be eligible for Supplemental Severance, each
such person is required to enter into an enforceable waiver
agreement. There are no applicable time limits.
2. The job titles and ages of the persons selected for the
program are as follows:
Senior Vice-President and General Counsel, 48
Vice-President Human Resources, Quality, Communication, 57
Manager Compensation & Benefits, Manager International Human
Resources, 52
Senior Attorney, 41
3. The ages of the persons, if any, who are in your job
classification who are not eligible for Supplemental Severance on
terms determined by Destec Energy, Inc. are the following: Not
applicable.
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