Second Amendment to Employment Agreement between Columbia Energy Group and Catherine Good Abbott

Summary

This amendment updates the employment agreement between Columbia Energy Group and Catherine Good Abbott, effective July 21, 2000. It modifies the terms under which Ms. Abbott may terminate her employment following a change in control related to the company's merger with NiSource, Inc. The amendment clarifies the notice period, timing, and payment obligations if Ms. Abbott chooses to leave due to the merger. All other terms of the original agreement remain unchanged except as necessary to align with these updates.

EX-10.BI 4 ex10-bi.txt SECOND AMEND. TO EMPLOYMENT AGREE. C. G. ABBOTT 1 Exhibit 10-BI SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This second amendment to the employment agreement entered into on the 17th day of January, 1996, by and between the Columbia Energy Group (formerly named "The Columbia Gas System, Inc.") (the "Company") and Catherine Good Abbott (the "Executive"), which agreement was amended on the 14th day of July, 1999 (the agreement, as amended, the "Agreement"), is made effective the 21st day of July, 2000. RECITALS WHEREAS, the Company and the Executive are parties to the Agreement; and WHEREAS, the Company has entered into an Agreement and Plan of Merger among Columbia Energy Group, NiSource, Inc., New NiSource, Inc., Parent Acquisition Corp., Company Acquisition Corp. and NiSource Finance Corp., dated as of February 27, 2000, as amended and restated as of March 31, 2000 (the "Merger Agreement"), shareholder approval of which would constitute a Change in Control(1) for purposes of the Agreement; and WHEREAS, the Company desires to make arrangements at this time to help further assure the Executive's continuing dedication to her duties to the Company and its shareholders through the critical period ending with the "Effective Time" as defined in the Merger Agreement; and WHEREAS, the Company and the Executive wish to amend certain provisions in the Agreement to effect such objectives; and WHEREAS, Section 14(2) of the Agreement provides that the Agreement may be amended by written instrument executed by the Company and the Executive. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is acknowledged by the Company and the Executive, the Company and the Executive hereby agree as follows: 1. Section 7(e)(i) of the Agreement shall be amended to read as follows: "(e) (i) The 90th day after the Executive notifies the Company (or any successor to the Company) in writing that she is terminating her employment as a result of the occurrence of a "Change in Control" (as that term is defined below), PROVIDED such notice is given in writing by the Executive to the Company no later than 180 days after such event; PROVIDED, further, that if the Executive ______________________ 1 Capitalized terms in this Amendment shall have the meaning as set forth in the Agreement except as otherwise expressly set forth herein. 2 References to sections are to the sections in the Agreement, as amended by the amendment dated July 14, 1999. 2 terminates her employment as a result of Company shareholder approval of the Agreement and Plan of Merger among Columbia Energy Group, NiSource, Inc., New NiSource, Inc., Parent Acquisition Corp., Company Acquisition Corp. and NiSource Finance Corp., dated as of February 27, 2000, as amended and restated as of March 31, 2000 (the "Merger Agreement"), the Executive may give written notice of such termination of employment to the Company at any time during the period beginning on the date of shareholder approval of the Merger Agreement and ending on the "Effective Time" as defined in the Merger Agreement (the "Effective Time"), and, in such case, the Executive's employment shall terminate on the date specified in such notice of termination, which termination date shall (unless otherwise mutually agreed by Executive and the Company) be at least 14 days after the date notice of termination is given but not sooner than 90 days after shareholder approval of the Merger Agreement (unless the termination date specified in the notice of termination is the Effective Time, in which case the termination date shall be the Effective Time whether or not the Effective Time occurs prior to expiration of such 14 and 90 day periods); PROVIDED, further, that all payments to be made to the Executive under Sections 8(d)(i), 8(d)(ii)(B) and 8(d)(ii)(C) (if under Section 8(d)(ii)(C) the Company decides on or prior to the date of employment termination to pay a cash equivalent thereunder) and any other payments to be made under this Agreement to the Executive upon termination of employment because of a termination of employment pursuant to this Section 7(e)(i) after Company shareholder approval of the Merger Agreement, shall be paid by the Company to the Executive on or before the earlier of (A) the 30th business day following the termination of the Executive's employment or (B) the "Closing Date" as defined in the Merger Agreement (the "Closing Date"), and, furthermore, any payments under Section 8(f)(i) shall be paid to the Executive on the Closing Date." All provisions of the Agreement not specifically mentioned in this Second Amendment shall be considered modified to the extent necessary to be consistent with the changes made in this Second Amendment. Columbia Energy Group By /s/ Oliver G. Richard III --------------------------------- Chairman, Chief Executive Officer and President Attested: /s/ Sharon B. Heaton /s/ Catherine Good Abbott - --------------------------------- ------------------------------------ Catherine Good Abbott