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$39	Preview Full Doc	2003	Senior Officer Employment and Non-Compete Agreement Senior Officer Employment and Non-Compete Agreement (46K) Doc #295552: Click preview link for longer preview. SENIOR OFFICER EMPLOYMENT AND NON-COMPETE AGREEMENT THIS AGREEMENT is made as of June 20, 2003 between WISCONSIN ENERGY CORPORATION (the "Company") and Allen Leverett (the "Executive"). WHEREAS, the Company wishes to employ the Executive as its Chief Financial Officer and the Executive wishes to accept such employment on the terms and conditions provided in this Agreement; NOW, THEREFORE, in consideration of their mutual promises, the parties agree as follows: 1. Defined Terms. All of the capitalized terms not otherwise defined in this Agreement are defined in the attached Appendix. 2. Employment. Effective as of July 1, 2003 (the "Employment Starting Date"), the Company employs the Executive as the Chief Financial Officer and the Executive hereby accepts such employment with the Company and agrees to serve in such position and to perform such other executive duties and serve in such other executive capacities not inconsistent with the position of Chief Financial Officer as the Board of Directors of the Company may request. The Executive's employment is not for any fixed term and the Executive acknowledges that he is an employee at-will. Further: (a) Base Salary, Signing Bonus and Bonus Opportunity. Effective as of the Employment Starting Date, the Executive's annual base salary is hereby established at an annual rate of $460,000. The Executive will receive a special lump sum signing bonus of $250,000, with $150,000 of this amount payable promptly after the Employment Starting Date and the balance of $100,000 payable six months later, provided the Executive then remains in the Company's employ. The Executive's target bonus opportunity for 2003 under the Company's Short-Term Performance Plan (the "STPP") is fixed at 80% of base salary, with a minimum guaranteed bonus of $368,000 for 2003 and a maximum bonus opportunity of 160% of base salary. The Executive's target bonus opportunity under the STPP for 2004 and subsequent years will not be less than 80% of base salary, except under circumstances described in the next sentence. Circumstances under which an adjustment below the 80% target could take place would be limited to a general "Board Action" resulting in the lowering of targets for the entire senior executive group. (b) Stock Based Incentives. Effective as of the Employment Starting Date, the Executive will receive a grant of non- qualified options for 200,000 shares of the Company's common stock (the "Stock") at an exercise price per share equal to the average of the lowest and highest reported sale prices for the Stock on the Employment Starting Date, and on other terms and conditions as specified for other senior officers in the grants made to such officers in January of 2003. Additionally, effective as of the Employment Starting Date, the Executive will be granted an award of restricted stock, with the number of shares awarded to be determined by dividing $750,000 by the lower of the average of the lowest and highest reported sale prices for the Stock on such date, or $26.00, and then rounding the number of shares to the nearest 10. Two-thirds of such restricted stock (rounded to the nearest whole share) will vest on the second anniversary of the Employment Starting Date and the remainder will vest at the rate of 20% for each year of service thereafter (i.e., starting with second anniversary of the Employment Starting Date) until 100% vesting of such remainder occurs on the seventh anniversary of the Employment Starting Date, provided further that 100% vesting of all such restricted Stock shall occur upon the Executive's death or disability while in the Company's employ. 3. Other Benefits and Special Additional Pension Benefit. The Executive will be entitled to five weeks of vacation per year, to participate in all retirement and welfare benefit plans and programs generally available to employees in accordance with the terms of such plans and programs and to participate on a basis commensurate with other senior officers of the Company in any benefit plans and programs available to such officers, including the opportunity to participate in the Company's Executive Deferred Compensation Plan (the "EDCP"). Additionally, the Executive shall be entitled to (i) participate in the Company's Supplemental Executive Retirement Plan (the "SERP") with respect to monthly benefit "A," which is designed to make up for any limitations imposed on the amount of Executive's accrued benefit under the Company's tax-qualified defined benefit plan (the "Retirement Account Plan") because of statutory or regulatory limits relating to the Internal Revenue Code and shall vest in monthly benefit "A" concurrent with vesting in the Retirement Account Plan, and (ii) receive a special additional pension benefit. Such special additional pension benefit, provided the Executive's retirement occurs at or after age 60, will be equal to the difference between (a) and (b) below, less the monthly lifetime retirement benefits payable to the Executive from all qualified and non-qualified defined benefit pension plans of previous employers of the Executive, calculated as if starting on the same date as the special additional pension benefit, where (a) and (b) are as follows: a) equals the monthly lifetime retirement benefit payable from the Company's Retirement Account Plan, plus any amount payable under the SERP monthly benefit "A", and b) equals the monthly lifetime retirement benefit that would have been payable from the Management Employees' Retirement Plan of the Company as in effect on December 31, 1995 (the "1995 Management Plan") had the defined benefit formula then in effect continued until the Executive's retirement, calculated without regard to Internal Revenue Code limits, and as if the Executive had started participation in the 1995 Management Plan on January 1, 1989 and as if any deferrals elected by the Executive under the EDCP and any bonuses were all included in the Executive's compensation base for calculating benefits under the 1995 Management Plan. 4. Additional Preretirement Spouse's Benefit. In the event of the Executive's death while in the Company's employ, the Company will pay to the Executive's surviving spouse, if any, a monthly benefit equal to the difference between (a) and (b) below, but reduced as provided below to reflect the vested value of all qualified and nonqualified defined benefit pension plans of 295552	Wisconsin Energy Wisconsin Energy Corp. ( Electric Utilities )
$52	Preview Full Doc	2003	Senior Officer Employment and Non-Compete Agreement Senior Officer Employment and Non-Compete Agreement (62K) Doc #295558: Click preview link for longer preview. SENIOR OFFICER EMPLOYMENT AND NON-COMPETE AGREEMENT THIS AGREEMENT is made as of March 20, 2003 between WISCONSIN ENERGY CORPORATION (the "Company") and GALE KLAPPA (the "Executive"). WHEREAS, the Company wishes to employ the Executive as its President and the Executive wishes to accept such employment on the terms and conditions provided in this Agreement; NOW, THEREFORE, in consideration of their mutual promises, the parties agree as follows: 1. Defined Terms. All of the capitalized terms not otherwise defined in this Agreement are defined in the attached Appendix. 2. Employment. Effective as April 14, 2003 (the "Employment Starting Date"), the Company employs the Executive as the President and the Executive hereby accepts such employment with the Company and agrees to serve in such position and to perform such other executive duties and serve in such other executive capacities not inconsistent with the position of President as the Board of Directors of the Company may request. The Executive's employment is not for any fixed term and the Executive acknowledges that he is an employee at-will. Further: (a) Base Salary, Signing Bonus and Bonus Opportunity. Effective as of the Employment Starting Date, the Executive's annual base salary is hereby established at an annual rate of $640,000. The Executive will receive a special lump sum signing bonus of $350,000, with $250,000 of this amount payable promptly after the Employment Starting Date and the balance of $100,000 payable six months later. The Executive's target bonus opportunity for 2003 under the Company's Short-Term Performance Plan (the "STPP") is fixed at 90% of base salary, with a minimum guaranteed bonus of $576,000 for 2003 and a maximum bonus opportunity of two times the target bonus. The Executive's target bonus opportunity under the STPP for 2004 and subsequent years will not be less than 90% of base salary, except under circumstances described in the next sentence. Circumstances under which an adjustment below the 90% target could take place would be limited to a general "Board Action" resulting in the lowering of targets for the entire senior executive group. (b) Stock Based Incentives. Effective as of the Employment Starting Date, the Executive will receive a grant of non- qualified options for 250,000 shares of the Company's common stock (the "Stock") at an exercise price per share equal to the average of the lowest and highest reported sale prices for the Stock on the Employment Starting Date, and on other terms and conditions as specified for other senior officers in the grants made to such officers in January of 2003. Additionally, effective as of the Employment Starting Date, the Executive will be granted an award of restricted stock, with the number of shares awarded to be determined by dividing $1,000,000 by the average of the lowest and highest reported sale prices for the Stock on such date and then rounding the number of shares to the nearest 10. The restricted Stock will vest at the rate of 10% per year of service with the Company by the Executive, and with 100% vesting to occur upon the Executive's death or disability while in the Company's employ. 3. Other Benefits and Special Additional Pension Benefit. The Executive will be entitled to six weeks of vacation per year, to participate in all retirement and welfare benefit plans and programs generally available to employees in accordance with the terms of such plans and programs and to participate on a basis commensurate with other senior officers of the Company in any benefit plans and programs available to such officers, including the opportunity to participate in the Company's Executive Deferred Compensation Plan (the "EDCP"). Additionally, and provided the Executive's retirement occurs at or after age 60, the Executive shall be entitled to (i) participate in the Company's Supplemental Executive Retirement Plan (the "SERP") with respect to monthly benefit "A," which is designed to make up for any limitations imposed on the amount of Executive's accrued benefit under the Company's tax-qualified defined benefit plan (the "Retirement Account Plan") because of statutory or regulatory limits relating to the Internal Revenue Code, and (ii) receive a special additional pension benefit. Such special additional pension benefit will be equal to the difference between (a) and (b) below, less the monthly lifetime retirement benefits payable to the Executive from all qualified and non- qualified defined benefit pension plans of previous employers of the Executive, calculated as if starting on the same date as the special additional pension benefit, where (a) and (b) are as follows: a) equals the monthly lifetime retirement benefit payable from the Company's Retirement Account Plan, plus any amount payable under the SERP monthly benefit "A", and b) equals the monthly lifetime retirement benefit that would have been payable from the Management Employees' Retirement Plan of the Company as in effect on December 31, 1995 (the "1995 Management Plan") had the defined benefit formula then in effect continued until the Executive's retirement, calculated without regard to Internal Revenue Code limits, and as if the Executive had started participation in the 1995 Management Plan at age 27 and as if any deferrals elected by the Executive under the EDCP and any bonuses were all included in the Executive's compensation base for calculating benefits under the 1995 Management Plan. 4. Additional Preretirement Spouse's Benefit. In the event of the Executive's death while in the Company's employ, the Company will pay to the Executive's surviving spouse, if any, a monthly benefit equal to the difference between (a) and (b) below, but reduced as provided below to reflect the vested value of all qualified and nonqualified defined benefit pension plans of previous employers of the Executive, where (a) and (b) are as follows: a) equals the monthly spouse's benefit that is payable from the Retirement Account Plan of the Company, plus any amount payable under monthly benefit "A" of the SERP, and b) equals the monthly spouse's benefit that would have been payable from the 1995 Management Plan had the defined benefit formula in effect on December 31, 1995 continued until the Executive's death, calculated on all the same assumptions as set forth in Section 3(b)above. 295558	Wisconsin Energy Wisconsin Energy Corp. ( Electric Utilities ) ;	Gale Klappa
$39	Full Doc	2000	Non-Compete Agreement Non-Compete Agreement (50K) Doc #295661: This document is immediately available for purchase, but does not have a preview available for viewing. 295661	Wisconsin Energy Wisconsin Energy Corp. ( Electric Utilities )