Executive Employment Agreement between Enbridge Employee Services, Inc. and William T. Yardley, dated July 25, 2018

Exhibit 10.1

ENBRIDGE EMPLOYEE SERVICES, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT

BETWEEN

ENBRIDGE EMPLOYEE SERVICES, INC.

- and -

WILLIAM T. YARDLEY

TABLE OF CONTENTS

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EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT (the “Agreement”) is made effective as of July 25, 2018 (the “Effective Date”), by and between: ENBRIDGE EMPLOYEE SERVICES, INC. (hereinafter called the “Corporation” or the “Company”) and William T. Yardley (hereinafter called the “Executive”).

WHEREAS:

(a)                                 Executive is an executive of the Corporation who is considered by the Board of Directors of the Corporation and by Enbridge Inc. to be a valued employee of the Corporation who has acquired outstanding and special skills and abilities and an extensive background in and knowledge of the Corporation’s business and the industry in which it is engaged; and

(b)                                 the Board of Directors recognizes that it is essential, in the best interests of the Corporation, that the Corporation retain the continuing dedication of the Executive to his office and employment and that this can best be accomplished if the personal uncertainty facing the Executive in the event of a Corporation initiated termination of employment of the Executive is alleviated;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants herein contained, it is hereby agreed as set forth below.

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1                                                                               Definitions.  In addition to the terms defined in the text hereof, terms with initial capital letters as used herein have the meanings assigned to them below for all purposes of this Agreement, unless the context reasonably requires a broader, narrower or different meaning.

(a)                                 “Affiliate” a Person shall be deemed to be an Affiliate of another Person if one of them is controlled by the other or both are controlled by the same Person, and if two Persons are Affiliates of the same Person at the same time they are deemed to be Affiliates of each other, including, without limitation, Enbridge Inc. is an Affiliate of the Corporation.

(b)                                 “Annual Compensation” means the sum of the Annual Salary and the Annual Incentive Bonus.

(c)                                  “Annual Incentive Bonus” means the annual incentive bonus of the Executive under the Corporation’s short term incentive plan.

(d)                                 “Annual Salary” means the annual salary of the Executive established by the HRCC and payable by the Corporation or its Affiliates, determined as at the end of the month immediately preceding the month in which the termination of employment occurs and if at the relevant time an annual salary level has not been established, it shall be calculated by multiplying by 12 the monthly salary of the

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Executive in effect for the month preceding the month containing the Termination Date pursuant to Article 2.

(e)                                  “Board” or “Board of Directors” means the then-current Board of Directors of the Corporation.

(f)                                   “Business Day” means any Monday through Friday, excluding any such day on which banks are authorized to be closed in Texas.

(g)                                  “Cause” means any of the following:  (a) material dishonesty, including without limitation by engaging in any act involving fraud, conversion, misappropriation or embezzlement (other than non-recurring acts involving de minimis sums), which is not the result of an inadvertent or innocent mistake, of Executive with respect to the Company or any Affiliate; (b) willful misfeasance or nonfeasance of any duty by Executive under this Agreement that has the effect of injuring the reputation, business, or business relationships of the Company or any Affiliate, or any of their respective officers, directors, or employees; (c) violation by Executive of any term of this Agreement or any other material agreement between Executive and the Company in any material respect; (d) conviction of Executive of (i) any felony, (ii) any other crime involving moral turpitude, or (iii) any other crime (other than a vehicular offense) which could reflect, in some material fashion, unfavorably upon the Company or any Affiliate; or (e) Executive’s (i) failure to perform any of his material fiduciary duties to the Company or any Affiliate, (ii) failure to make full disclosure to the Company of any business opportunity pertaining to the business of the Company or an Affiliate of which he has direct knowledge, (iii) taking any action which he knows, or should have known, does not comply with the law as applicable to his employment including, without limitation, the United States Foreign Corrupt Practices Act; or (f) failure to follow the lawful written instructions of the Company’s Chairman of the Board, its Board of Directors, or its Compensation Committee, with respect to any material matter, provided that such instructions were within the scope of the duties and not in violation of this Agreement.  Before the Company can terminate Executive for Cause pursuant to clause (a), (b), (c), (e) or (f) above, the Board of Directors shall give Executive written Notice of any alleged violation of said provision.  In each case, only after receipt of Notice which specifically identifies the manner and sets forth specific facts, circumstances and examples of which the Board of Directors believes that Executive has breached this Agreement and his continued willful failure to cure such breach or nonperformance to the satisfaction of the Company within the time period set by the Board of Directors, but in no event less than ten (10) Business Days after Executive’s receipt of such Notice.

For purposes of this definition, no act or failure to act on Executive’s part shall be deemed “willful” unless it is done or omitted by Executive without his reasonable belief that such action or omission was in the best interest of the Company or an Affiliate (assuming disclosure of the pertinent facts, any action or omission by Executive after consultation with, and in accordance with the advice of, legal

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counsel reasonably acceptable to the Company shall be deemed to have been taken in good faith and to not be “willful” for purposes of this Agreement).

(h)                                 “Code” means the Internal Revenue Code of 1986, as amended, or its successor.  References herein to any Section of the Code shall include any successor provisions of the Code.

(i)                                     “Confidential Information” means any information or material known to, or used by or for, the Company or an Affiliate (whether or not owned or developed by the Company or an Affiliate and whether or not developed by Executive) that is not generally known by other Persons in the Business.  For all purposes of the Agreement, Confidential Information includes, but is not limited to, the following: all trade secrets of the Company or an Affiliate; all non-public information that the Company or an Affiliate has marked as confidential or has otherwise described to Executive (either in writing or orally) as confidential; all non-public information concerning the Company’s or Affiliate’s products, services, prospective products or services, research, designs, prices, costs, marketing plans, marketing techniques, studies, test data, suppliers and contracts; all business records and plans; all personnel files; all financial information of or concerning the Company or an Affiliate; all information relating to the Company’s operating system software, application software, software and system methodology, hardware platforms, technical information, inventions, computer programs and listings, source codes, object codes, copyrights and other intellectual property; all technical specifications; any proprietary information belonging to the Company or an Affiliate; all computer hardware or software manuals of the Company or an Affiliate; all Company or Affiliate training or instruction manuals; all Company or Affiliate electronic data; and all computer system passwords and user codes.  The Executive understands and agrees that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.

(j)                                    “Defined Benefit Pension Plan” means the Corporation’s defined benefit pension plan, entitled “Enbridge Employee Services, Inc. Employees’ Pension Plan”, as amended or replaced from time to time in accordance with the terms of such pension plan.

(k)                                 “Disability” shall mean that Executive is entitled to receive long term disability (“LTD”) income benefits under the LTD plan or policy maintained by the Company or an Affiliate that covers Executive.  If, for any reason, Executive is not covered under such LTD plan or policy, then “Disability” shall mean a “permanent and total disability” as defined in Code Section 22(e)(3) and Treasury regulations thereunder.  Evidence of such Disability shall be certified by a physician acceptable to both the Company and Executive.  In the event that the

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Parties are not able to agree on the choice of a physician, each shall select one physician who, in turn, shall select a third physician to render such certification.  All costs relating to the determination of whether Executive has incurred a Disability shall be paid by the Company.  Executive agrees to submit to any examinations that are reasonably required by the attending physician or other healthcare service providers to determine whether he has a Disability.

(l)                                     “Dispute” means any dispute, disagreement, controversy, claim, or cause of action arising in connection with or relating to this Agreement or Executive’s employment or termination of employment hereunder, or the validity, interpretation, performance, breach, modification or termination of this Agreement.

(m)                             “Employment Period” means the entire period from February 27, 2017 through the date of Executive’s Termination Date, for whatever reason.

(n)                                 “Good Reason” means, with respect to Executive, the occurrence of any one or more of the following events which first occurs during the Employment Period, except as a result of actions taken in connection with termination of Executive’s employment for Cause or Disability, and without Executive’s specific written consent:

(i)                                     a material decrease in the reporting relationships of the Executive, excluding a change whereby the Executive ceases to directly report to the most senior executive officer of the Corporation (as of the date hereof, the President and Chief Executive Officer) and of its control person, if any, and directly reports to another senior executive officer of the Corporation or of its control person, if any, provided the Executive remains a member of the most senior formal groups or committees (as of the effective date hereof its Executive Leadership Team) involved in corporate stewardship of the Corporation and of its control person, if any;

(ii)                                  a material decrease in the Executive’s title, position, responsibilities or powers;

(iii)                               a reduction in the Annual Salary (excluding the Annual Incentive Bonus) of the Executive;

(iv)                              a reduction in the value of the Executive’s pension benefits (including without limiting the generality of the forgoing except for a reduction that affects other similarly situated employees in the Defined Benefit Pension Plan or the Supplemental Benefit Pension Plan);

(v)                                 a material reduction in the value of the Executive’s other employee benefits, plans and programs, other than a reduction in the value of the Executive’s Annual Incentive Bonus as a result of the normal application of the performance criteria under the Annual Incentive Bonus; or

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(vi)                              the relocation of Executive’s principal place of employment by more than 35 miles on or before February 27, 2019.

Notwithstanding the foregoing definition of “Good Reason”, Executive cannot terminate his employment under the Agreement with Good Reason unless Executive (1) first provides written Notice to the Company’s Chief Executive Officer or Board of Directors of the event (or events) that Executive believes constitutes a Good Reason event (above) within one hundred eighty (180) days from the date that the Executive first knew or should have known of such event, and (2) provides the Company with at least 30 Business Days to cure, correct or mitigate the Good Reason event so that it either (A) does not constitute a Good Reason event hereunder or (B) Executive specifically agrees, in writing, that after any such modification or accommodation by the Company, such event does not constitute a Good Reason event hereunder.  For greater clarity, the said 30-day notice may be given at any time up to the 150th day of the said 180-day period.

(o)                                 “Human Resources and Compensation Committee” or “HRCC” means the committee of the Board of Directors of Enbridge Inc. from time to time appointed to fix the remuneration of executives of the Corporation or, if such committee has not been appointed, means the Board of Directors of the Corporation.

(p)                                 “Notice” means a written communication complying with Section 4.5 (“Notify” has the correlative meaning).

(q)                                 “Notice of Termination” means a written Notice which (a) indicates the specific termination provision in the Agreement that is being relied upon, (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (c) if the Termination Date is other than the date of receipt of such Notice, specifies the termination date (which date shall be not more than sixty (60) days after the giving of such Notice).  Any termination of Executive by the Company for Cause, or by Executive for Good Reason, shall be communicated by Notice of Termination to the other Party.  The failure by Executive or the Company, as applicable, to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of such Party, or preclude such Party from asserting, such fact or circumstance in enforcing such Party’s rights.

(r)                                    “Party” means the Corporation or Executive, and “Parties” means the Corporation and Executive.

(s)                                   “Pensionable Bonus” means the portion of Annual Incentive Bonus which is used under the Defined Benefit Pension Plan and the Supplemental Benefit Pension Plan to determine final or best average earnings;

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(t)                                    “Person” means any individual, firm, corporation, partnership, limited liability company, trust, or other entity, including any successor (by merger or otherwise) of such entity.

(u)                                 “Release” means a release agreement, in such form as is prepared and delivered by the Company to Executive.  The Release shall not release any claim by or on behalf of Executive for any payment or other benefit that is required under this Agreement prior to the receipt thereof, except as may otherwise be agreed to by Executive.

(v)                                 “Retiring Allowance” shall have the meaning set out in Section 2.5(b).

(w)                               “Specialized Training” includes the training the Company provides to Executive that is unique to its business and enhances Executive’s ability to perform his job duties effectively, which includes, without limitation, orientation training, operation methods training, and computer and systems training.

(x)                                 “Subsidiary” means a corporation or other entity, whether incorporated or unincorporated, of which at least a majority of the voting securities is owned, directly or indirectly, by the Company.

(y)                                 “Supplemental Benefit Pension Plan” means the supplemental pension plan, entitled “The Enbridge Supplemental Pension Plan for United Sates Employees” and dated January 1, 2005, as amended or replaced from time to time in accordance with the terms of such supplemental plan.

(z)                                  “Termination Date” means the date on which Executive’s employment terminates with the Company and all Affiliates.  Notwithstanding anything herein to the contrary, the date on which a “separation from service” under Code Section 409A is effective shall be the Termination Date with respect to any payment or benefit to or on behalf of Executive that constitutes deferred compensation that is subject to, and not exempt from or excepted under, Code Section 409A.

ARTICLE 2
EMPLOYMENT

2.1                                                                               Position, Duties and Responsibilities of Executive

The Executive shall have such responsibilities and powers as the Board of Directors or the bylaws of the Corporation or its Affiliates, or the Executive’s superiors, may from time to time prescribe and are currently contemplated by his position as President, Gas Transmission & Midstream, or substantially equivalent duties and responsibilities.  Except as may be authorized by the Board of Directors of the Corporation, or by the Executive’s superiors from time to time, the Executive shall devote the whole of his time to the Executive’s duties hereunder and shall use his best efforts to promote the interests of the Corporation and its Affiliates.

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The foregoing notwithstanding, the Parties recognize and agree that the Executive may engage in passive personal investments (such as real estate investments and rental properties) and other civic and charitable activities (such as continued service on non-profit and/or educational boards) that do not conflict with the business and affairs of the Company or interfere with the Executive’s performance of his duties hereunder without the necessity of obtaining the consent of the Board of Directors.  In this regard, the Corporation agrees that the Executive may continue to serve on corporate, civic or charitable boards of directors or committees listed on “Appendix A” to this Agreement, subject to the Corporation’s right to give the Executive (at the sole discretion of the Board of Directors or the Executive’s superiors) six months advance notice of a decision to revoke this approval, and in such case the Executive must remove himself within the six-month time period.

Further, the Executive may serve on other corporate, civic or charitable boards of directors or committees only with prior written approval and at the sole discretion of the Board of Directors or the Executive’s superiors (excluding any which would create a conflict of interest or which are competitors of the Corporation), subject to the Corporation’s right to give the Executive (at the sole discretion of the Board of Directors of the Executive’s superiors) three months advance notice of a decision to revoke this approval, and in such case the Executive must remove himself within the three-month time period.

Executive acknowledges and agrees that he owes a fiduciary duty of loyalty, fidelity, and allegiance to use his best efforts to act at all times in the best interests of the Company and its Affiliates.  In keeping with these duties, the Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company’s business, and he shall not appropriate for the Executive’s own benefit any business opportunity concerning the subject matter of this fiduciary relationship.

2.2                                                                               Term of Agreement

The term of this Agreement shall commence on the Effective Date and shall continue in effect to and including the earliest of:

(a)                                 the effective date of the retirement of the Executive in accordance with the retirement policy established for senior employees of the Corporation, as determined by the Corporation;

(b)                                 the Executive is terminated for Cause or the effective date of his resignation other than pursuant to Section 2.5(a)(ii) (Good Reason termination);

(c)                                  the death of the Executive; or

(d)                                 the effective date that the employment of Executive is terminated for any other reason except pursuant to Section 2.2(a), (b) or (c) above.

In the event of Executive’s termination pursuant to Section 2.2(a), (b) or (c), he shall not be entitled to any separation benefits under Section 2.5.

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Upon termination of the Executive’s employment hereunder for any reason, the Executive shall be deemed to have resigned from all positions that the Executive holds as an officer or a member of any board of directors (or a committee thereof) of the Company or any of its Affiliates.

2.3                                                                               Termination of Agreement upon Disability of Executive

In the event of Executive’s Disability, the employment of Executive may be terminated by the Corporation on 30 days’ prior written Notice to Executive.  In the event of Executive’s termination for Disability, he shall be entitled to receive the separation benefits under Section 2.5.

2.4                                                                               Termination of Agreement by the Corporation for Cause

The Corporation may terminate Executive’s employment with the Company and its Affiliates, at any time and without advance Notice to the Executive, for Cause. In such event, the Corporation shall provide a Notice of Termination to Executive.  In the event of Executive’s termination pursuant to this Section 2.4, he shall not be entitled to any separation benefits under Section 2.5.

2.5                                                                               Termination of Employment by the Corporation or the Executive for Other Reason

(a)                                 Except where such termination is pursuant to Sections 2.2(a), 2.2(b), 2.2(c) or 2.4, the provisions of this Section 2.5 shall apply:

(i)                                     where the Corporation involuntarily terminates the employment of the Executive without Cause;

(ii)                                  where the Executive terminates his employment with the Corporation with Good Reason by providing the Corporation with a Notice of Termination; or

(iii)                               where the Corporation terminates the employment of Executive pursuant to Section 2.3 due to Executive’s Disability.

(b)                                 In the event of a termination of Executive’s employment for a reason provided in Section 2.5(a), the Executive shall be entitled to receive, and the Corporation shall pay to the Executive, a retiring allowance (the “Retiring Allowance”) computed as hereinafter provided.  The Retiring Allowance shall be that amount which is equal to two (2) times the sum of:

(i)                                     the Annual Salary; and

(ii)                                  the average of the last two payments of the Annual Incentive Bonus paid to the Executive (or only the last payment if there has not been more than one Annual Incentive Bonus paid to the Executive) immediately preceding

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the Termination Date (including annual incentive bonuses paid by Spectra Energy, if any), as determined by the Company.

(c)                                  In the event of a termination of Executive’s employment for a reason provided in Section 2.5(a), in addition to the Retiring Allowance in accordance with Section 2.5(b), the Executive shall be entitled to the following:

(i)                                     the Corporation shall pay to the Executive an Annual Incentive Bonus for the calendar year in which the Termination Date occurs, which is the product determined by a fraction (the numerator of which is the number of days of employment for the Executive in that calendar year and denominator of which is 365) multiplied by the last Annual Incentive Bonus payment received by the Executive, as determined by the Company.  In addition, the Executive shall receive all accrued and unpaid annual vacation pay to the Termination Date.  In addition, where the Executive holds rights under other plans to cash incentive compensation (including without limiting the generality of the foregoing, any performance stock units payable in cash) the Executive shall be paid for the period in which he was employed a pro-rated amount (as determined under the applicable incentive plan) that the Executive was employed through the Termination Date in relation to the number of days in the applicable plan period.  Any such amounts shall be paid to the Executive in accordance with the terms of such plan;

(ii)                                  the Corporation shall pay to the Executive the cash value of two times the last annual flexible perquisite allowance provided to the Executive immediately preceding the Termination Date under the Corporation’s executive flexible perquisites program, less any amounts prepaid to the Executive but unearned by Executive as of the Termination Date;

(iii)                               the Corporation shall pay to the Executive a lump sum payment that is equivalent to the amount of the Corporation’s portion of contributions (which excludes any employee elective contributions made by Executive from his compensation) on behalf of the Executive that would have been made under the Corporation’s 401(k) plan for a two-year period (based upon the base salary of the Executive as of the Termination Date), as determined by the Company; and

(iv)                              the Corporation shall reimburse the Executive for financial counselling and/or career counselling assistance for the Executive up to a maximum of $20,000, provided that Executive provides receipts satisfactory to the Company and such expenses are incurred by Executive within one year following the Termination Date.

(d)                                 If the Executive has a vested benefit in the Defined Benefit Pension Plan and/or the Supplemental Benefit Pension Plan (each referred to as a “Pension Plan”) on the Termination Date, he will be paid an additional amount under this Agreement

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(a “Pension Payout Amount”).  The Pension Payout Amount is equal to the benefit that would have accrued under the Pension Plan from the Termination Date for an additional two-year period, as determined by the Company.  The Pension Payout Amount is a cash benefit provided under this Agreement, and not under the Pension Plan.  If Executive does not have a vested benefit in the Pension Plan on the Termination Date, he will not receive a Pension Payout Amount under this Agreement.

For the purposes of determining Executive’s final or best average earnings, for purposes of determining the Pension Payout Amount, the following factors will be used:

(i)                                     the Executive’s salary for such year shall be deemed to be his Annual Salary as of the Termination Date; and

(ii)                                  the Annual Incentive Bonus used in calculating the Pensionable Bonus for each of such two additional years shall be deemed to be the average of the last two payments of Annual Incentive Bonus paid to the Executive (or the last payment if there has not been more than one Annual Incentive Bonus paid to the Executive immediately preceding the Termination Date), as determined by the Company.

(e)                                  If, as of the Termination Date, the Executive holds vested and exercisable but unexercised stock options for the purchase of shares (or other securities) under any of the Corporation’s or its Affiliates’ stock option plans, the Executive shall be entitled to exercise all such stock options so held in accordance with the terms of such plans and his stock option award agreements.  If the Executive holds options for the purchase of shares (or other securities) under any of the Corporation’s or its Affiliates’ stock option plans which are not vested at the Termination Date in a termination circumstance where this Section 2.5 applies, the Corporation shall pay to the Executive a cash amount that is equal to the excess, if any, of the fair market value of the shares (or other securities) on the Termination Date over the exercise price for such unvested options.  For this purpose, fair market value on the Termination Date shall mean the last board lot sale price on the New York Stock Exchange (or such other exchange on which the greatest volume of trading of such shares or other securities took place for the 30 trading days prior to the Termination Date) for Enbridge Inc. on the last trading day prior to the Termination Date.

(f)                                   The amounts payable by the Corporation to the Executive pursuant to Section 2.5 shall not be reduced by any amounts earned by the Executive after the Termination Date.

(g)                                  All amounts paid by the Corporation to the Executive pursuant to Section 2.5 shall satisfy and forever discharge all liabilities, claims or actions that the Executive may or shall have against the Corporation, whether arising from the termination of employment of the Executive or any other reason, whether at

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common law, under statute or otherwise, except for the items listed as exceptions in the form of release attached hereto as Appendix B, including, but not limited to, equity incentive awards (excluding any unvested stock options that are subject to Section 2.5(e)) that were granted to the Executive and are outstanding on the Termination Date, which equity incentive awards shall remain subject to the terms and conditions of their applicable award agreements and any associated plans.

(h)                                 In consideration for the benefits provided for under this Section 2.5, the Executive shall first execute and deliver the Release described in Section 2.6 to the Corporation.

2.6                                                                               Release Agreement

Notwithstanding any provision of this Agreement to the contrary, in order to receive the separation benefits provided under Section 2.5 (the “Separation Benefits”), Executive must first execute the Release (on a form provided by the Company), in substantially the same form as set forth in Appendix B hereto, whereby Executive agrees to release and waive, in return for such Separation Benefits, any claims that he may have against the Company and its Affiliates including, without limitation, for unlawful discrimination or retaliation (e.g., Title VII of the U.S. Civil Rights Act); provided, however, the Release shall not release any claim by or on behalf of Executive for any payment or benefit that is due and payable under the terms of this Agreement.

Executive must sign and return the executed Release within sixty (60) days of the date of his receipt of the Release on or after the Termination Date.  No Separation Benefits shall be payable or provided by the Company unless and until the Release has been executed by Executive, has not been revoked, and is no longer subject to revocation by Executive.  The Separation Benefits shall be paid or provided by the Company at the end of such 60-day period, but only if the Release has been properly executed by Executive and is not revocable at that time, regardless of the date on which the Release was actually executed by Executive.  In the event that such 60-day period spans two calendar years, the Separation Benefits will be paid in the later year.  If the conditions set forth in the preceding sentence are not satisfied by Executive, the Separation Benefits shall be forfeited hereunder without the necessity of any further notice.

ARTICLE 3
CONFIDENTIAL INFORMATION AND
RESTRICTIVE COVENANTS

3.1                                                                               Access to Confidential Information and Specialized Training

In connection with his employment and continuing on an ongoing basis during the Employment Period, the Company and its Affiliates will give Executive access to Confidential Information, which Executive did not have access to or knowledge of before the execution of this Agreement.  Executive acknowledges and agrees that all Confidential Information is confidential and a valuable, special and unique asset of the Company that gives the Company an advantage over its actual and potential, current and future competitors.  Executive further acknowledges and agrees that Executive owes the Company a fiduciary duty to preserve and protect all

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Confidential Information from unauthorized disclosure or unauthorized use, that certain Confidential Information constitutes “trade secrets” under applicable laws, and that unauthorized disclosure or unauthorized use of the Confidential Information would irreparably injure the Company or an Affiliate.

3.2                                                                               Agreement Not to Use or Disclose Confidential Information

Both during the term of Executive’s employment and after his termination of employment for any reason (including wrongful termination), Executive shall hold all Confidential Information in strict confidence, and shall not use any Confidential Information except for the benefit of the Company or its Affiliates, in accordance with the duties assigned to Executive.  Executive shall also comply with the “Enbridge Inc. and its Subsidiaries Revised Statement of Business Conduct” as it may be amended, and any similar or successor policy maintained or adopted by the Corporation.

Notwithstanding any other provision of this Agreement to the contrary, the Parties understand and agree that (a) Executive may disclose Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having authority over Executive or the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information, in each case, subject to Executive’s obligations to notify the Company to the extent required under this Agreement or the Release; and (b) nothing in this Agreement is intended to interfere with Executive’s right to (1) report possible violations of federal, state, or local law or regulation to any governmental or law enforcement agency or entity; (2) make other disclosures that are protected under the whistle blower provisions of federal, state, or local law or regulation (including, but not limited to, any legally protected whistleblower rights pursuant to Rule 21F promulgated under the Securities Exchange Act of 1934, as amended, and the right to receive an award for information provided to any such government agencies); (3) prevent or otherwise interfere with the Executive’s right to file a charge, complaint, or claim with any governmental agency or entity charged with enforcement of any law, including, but not limited to, the Equal Employment Opportunity Commission (the “EEOC”); or (4) cooperate, participate in or provide truthful testimony to the EEOC or any other federal, state or local governmental or law agency or entity or any court with respect to any investigation, hearing, or proceeding being conducted by a governmental or law agency or entity or any court.

For purposes of clarity, in making or initiating any such reports or disclosures or engaging in any of the conduct outlined in subsection (b) above, Executive may disclose Confidential Information, but only to the extent necessary, to such governmental or law enforcement agency or entity or such court, need not seek prior authorization from the Company, and is not required to notify the Company of any such reports, disclosures or conduct.

3.3                                                                               Duty to Return Company Documents and Property

Upon the termination of Executive’s employment with the Company and its Affiliates, for whatever reason, Executive shall immediately return and deliver to the Company any and all papers, books, records, documents, memoranda and manuals, e-mail, electronic or

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magnetic recordings or data, including all copies thereof, belonging to the Company or an Affiliate or relating to their businesses, in Executive’s possession or under his control, and regardless of whether prepared by Executive or others.  If at any time after the Employment Period, Executive determines that he has any Confidential Information in his possession or under his control, Executive shall immediately return to the Company all such Confidential Information, including all copies (including electronic versions) and portions thereof.  Within one (1) day after the end of the Employment Period for any reason, the Executive shall return to Company all Confidential Information which is in his possession, custody or control.

3.4                                                                               Non-Solicitation Restriction

To protect the Confidential Information, and in the event of Executive’s termination of employment for any reason, it is necessary to enter into the following restrictive covenants which are ancillary to the enforceable promises between the Company and Executive in this Agreement.  Executive hereby covenants and agrees that he will not, directly or indirectly, either individually or as a principal, owner, agent, or in any other capacity or on behalf of any other Person, except on behalf of the Company or an Affiliate, solicit business, or attempt to solicit business, in products or services competitive with any products or services provided by the Company or any Affiliate, from the Company’s or Affiliate’s partners or customers (or any prospective partner or customer) as of the Termination Date, or any other Person with whom the Company or Affiliate had a business relationship with within the one (1) year period immediately preceding the Termination Date.  This non-solicitation covenant shall remain in effect for one year following the Termination Date.

3.5                                                                               No-Recruitment Restriction

The Executive shall not, directly or indirectly, for the Executive or for any other Person, in any geographic area or market where the Company or any of its Affiliates is conducting any business, induce any employee of the Company of any of its Affiliates to terminate his or her employment with the Company or such Affiliate, or hire or assist in the hiring of any such employee by any Person not affiliated with the Company, unless such employee has terminated employment with the Company and its Affiliates for at least thirty (30) days before such initial solicitation.  These nonsolicitation obligations shall apply during the period that the Executive is employed by the Company and during the two-year period commencing on the Termination Date.  Notwithstanding the foregoing, the provisions of this Section 3.5 shall not restrict the ability of the Company or its Affiliates to take any action with respect to the employment or the termination of employment of any of its employees, or for the Executive to participate in his capacity as an officer of the Company.  Executive shall not be in violation of this Section 3.5 as a result of a general advertisement not targeted specifically at employees of the Company or its Subsidiaries.

3.6                                                                               Reformation

It is expressly understood and agreed that the Company and the Executive consider the restrictions contained in this Article 3 to be reasonable and necessary to protect the Confidential Information and reasonable business interests of the Company or its Affiliates.  The Executive further acknowledges that the amount of his compensation reflects, in part, his

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obligations and the Company’s rights under Sections 3.2, 3.3, 3.4 and 3.5 of this Agreement; that he has no expectation of any additional compensation, royalties or other payment of any kind not otherwise referenced herein in connection herewith; that he will not be subject to undue hardship by reason of his full compliance with the terms and conditions of these provisions of the Agreement or the Company’s enforcement thereof.  Nevertheless, if any of the aforesaid restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the Parties intend for the restrictions therein set forth to be modified by such court so as to be reasonable and enforceable and, as so modified, to be fully enforced in the geographic area and for the time period to the full extent permitted by law.

3.7                                                                               No Previous Restrictive Agreements

Executive represents that, except as disclosed in writing to the Company prior to the Effective Date, he is not bound by the terms of any agreement with any previous employer or other Person to (a) refrain from using or disclosing any trade secret or confidential or proprietary information in the course of Executive’s employment by the Company or (b) refrain from competing, directly or indirectly, with the business of such previous employer or any other Person, or to solicit any employee, representative or customer of any previous employer.  Executive further represents that his performance under this Agreement will not breach any (i) agreement to keep in confidence proprietary information, knowledge or data acquired by Executive in confidence prior to Executive’s employment with the Company, or (ii) non-competition or non-solicitation restrictive covenant or any other similar type of agreement with any previous employer.  Executive agrees that he will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or any other Person.

3.8                                                                               Remedies

Executive acknowledges that the restrictions contained in this Article 3, in view of the nature of the Company’s business, are reasonable and necessary to protect the Company’s legitimate business interests, and that any violation of this Agreement would result in irreparable injury to the Company.  In the event of a breach or a threatened breach by Executive of any provision of Article 3, the Company shall be entitled to a temporary restraining order and injunctive relief restraining Executive from the commission of any breach, and to recover the Company’s attorneys’ fees, costs and expenses related to the breach or threatened breach.  Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for any such breach or threatened breach.  These covenants and disclosures shall each be construed as independent of any other provision in this Agreement, and the existence of any claim or cause of action by Executive against the Company or an Affiliate, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants and agreements.

3.9                                                                               No Disparaging Comments

Executive and the Company shall refrain from any criticisms or disparaging comments about each other or in any way relating to Executive’s employment or separation from

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employment; provided, however, that nothing in this Section 3.9 shall restrict the required communication of information by the Company or any of its Affiliates or by the Executive to any state or federal law enforcement agency.  The Company and Executive will thus not be in breach of this covenant solely by reason of testimony or disclosure that is required for compliance with applicable law or regulation or by compulsion of law.  A violation or threatened violation of this prohibition may be enjoined by a court of competent jurisdiction.  The rights under this provision are in addition to any and all rights and remedies otherwise afforded by law to the Parties.

3.10                                                                        Company Documents and Property

All writings, records, and other documents and things comprising, containing, describing, discussing, explaining, or evidencing any Confidential Information, and all equipment, components, parts, tools, and the like in Executive’s custody, possession or control that have been obtained or prepared in the course of Executive’s employment with the Company or an Affiliate shall be the exclusive property of the Company or an Affiliate.  Notwithstanding the foregoing, subject to the confidentiality obligations set forth in Section 3.2 of this Agreement, Executive may retain (a) his calendar, (b) his personal contacts, and (c) only to the minimum extent reasonably needed for tax preparation purposes, personal correspondence and data.

3.11                                                                        Legal Fees and Expenses

The Corporation shall pay all reasonable costs incurred by the Executive, as determined in the discretion of the Corporation’s Chief Executive Officer or a senior executive of Enbridge Inc., in respect of legal, consulting and accounting expenses in connection with the negotiation and execution of this Agreement.  The Corporation shall pay all costs, charges and expenses incurred in respect of legal, consulting and accounting expenses (including legal fees, charges and disbursements on an as between an attorney and his own client basis) that are incurred by the Executive or his estate in taking any action or enforcing any right or benefit provided to the Executive under this Agreement; provided, however, only if, and to the extent, that the Executive is substantially successful in any such action or in enforcing any such right or benefit, and provided further, that any and all payments pursuant to this Section 3.11, on an aggregated basis, shall not exceed a maximum amount of $20,000 (or such greater amount as may be ordered by any court or other competent authority).

3.12                                                                        Defend Trade Secrets Act

Executive is hereby notified that in accordance with  the Defend Trade Secrets Act of 2016, as it may be amended from time to time, that, notwithstanding any provision of this Agreement (or any other agreement with the Corporation regarding confidentiality) to the contrary, Executive will not be held criminally or civilly liable under  any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive is further notified that if Executive files a lawsuit for retaliation against the Corporation for

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reporting a suspected violation of law, Executive may disclose the Corporation’s trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive (i) files any document containing the trade secret under seal and (ii) does not disclose the trade secret, except pursuant to a court order.

ARTICLE 4
GENERAL PROVISIONS

4.1                                                                               Matters Relating to Section 409A of the Code

Notwithstanding any provision in this Agreement to the contrary, if the payment of any compensation or benefit provided hereunder (including, without limitation, any Separation Benefits) would be subject to additional taxes and interest under Section 409A of the Code (“Section 409A”), and not exempt from the application of Section 409A, then the following provisions shall apply:

(a)                                 Notwithstanding anything to the contrary in this Agreement, with respect to any amounts payable to Executive under this Agreement in connection with a termination of Executive’s employment that would be considered “non-qualified deferred compensation” that is subject to, and not exempt under, Section 409A, a termination of employment shall not be considered to have occurred under this Agreement unless and until such termination constitutes Executive’s “separation from service” with the Company and its Affiliates, as such term is defined under Section 409A (“Separation from Service”).

(b)                                 Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, the Separation Benefits payable to Executive pursuant to this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-1(b)(9)(iii) (relating to separation pay plans) or Treasury Regulation Section 1.409A-1(b)(4) (relating to short-term deferrals).  However, to the extent any such payments are treated as “non-qualified deferred compensation” subject to Section 409A, and if Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A, then to the extent delayed payment of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited payment under Section 409A, such payment shall not be made to Executive before the earlier of (1) the expiration of the six-month period measured from the date Executive’s Separation from Service or (2) the date of Executive’s death.  Upon the earlier of such dates, all payments deferred pursuant to this Section 4.1 shall be paid in a lump sum to Executive (or to Executive’s Designated Beneficiary in the event of his death).  The determination of whether Executive is a “specified employee” for purposes of Section 409A at the time of his Separation from Service shall be made by the Company in accordance with the requirements of Section 409A.

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(c)                                  This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment under this Agreement becomes subject to (1) the gross income inclusion under Section 409A or (2) the interest and additional tax under Section 409A (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of the Section 409A Penalties.  For purposes of Section 409A, each payment that Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment.  If any provision of this Agreement would cause Executive to incur the Section 409A Penalties, the Company may, after consulting with Executive, reform such provision to comply with Section 409A or to preclude imposition of the Section 409A Penalties, to the full extent permitted under Section 409A.

4.2                                                                               Withholdings; Right of Offset

The Company may withhold and deduct from any benefits and payments made or to be made pursuant to this Agreement (a) all federal, state, local, foreign, and other taxes as may be required pursuant to any law or governmental regulation or ruling, (b) all other employee deductions made with respect to Company’s employees generally, and (c) any advances made to Executive and owed to Company.

4.3                                                                               Nonalienation

The right to receive payments under this Agreement shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge or encumbrance by Executive, his dependents or beneficiaries, or to any other Person who is or may become entitled to receive such payments hereunder.  The right to receive payments hereunder shall not be subject to or liable for the debts, contracts, liabilities, engagements or torts of any Person who is or may become entitled to receive such payments, nor may the same be subject to attachment or seizure by any creditor of such Person under any circumstances, and any such attempted attachment or seizure shall be void and of no force and effect.

4.4                                                                               Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise), and this Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.  The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as previously defined and any successor by operation of law or otherwise, as well as any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement.  Except as provided in the preceding provisions of this Section 4.4, this Agreement, and the rights and obligations of the Parties hereunder, are personal in nature and neither this

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Agreement, nor any right, benefit, or obligation of either Party hereto, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the written consent of the other Party.

4.5                                                                               Notice

Each Notice or other communication required or permitted under this Agreement shall be in writing and transmitted, delivered, or sent by personal delivery, prepaid courier or messenger service (whether overnight or same-day), or prepaid certified United States mail (with return receipt requested), addressed (in any case) to the other Party at the address for that Party set forth below or under that Party’s signature on this Agreement, or at such other address as the recipient has designated by Notice to the other Party.

To the Corporation:

Enbridge Employee Services, Inc.

200, 425 — 1st Street S.W.

Calgary, AB T2P 3L8

Attention: Chief Legal Officer

To Executive:  (As set forth below his signature on the signature page of this Agreement.)

Each Notice or communication so transmitted, delivered, or sent (a) in person, by courier or messenger service, or by certified United States mail (return receipt requested) shall be deemed given, received, and effective on the date delivered to or refused by the intended recipient (with the return receipt, or the equivalent record of the courier or messenger, being deemed conclusive evidence of delivery or refusal), or (b) by telecopy or facsimile shall be deemed given, received, and effective on the date of actual receipt (with the confirmation of transmission being deemed conclusive evidence of receipt, except where the intended recipient has promptly Notified the other Party that the transmission is illegible). Nevertheless, if the date of delivery or transmission is not a Business Day, or if the delivery or transmission is after 4:00 p.m. (local time at the recipient) on a Business Day, the Notice or other communication shall be deemed given, received, and effective on the next Business Day.

4.6                                                                               Severability

It is the desire of the Parties hereto that this Agreement be enforced to the maximum extent permitted by law, and should any provision contained herein be held unenforceable by a court of competent jurisdiction, the Parties hereby agree and consent that such provision shall be reformed to create a valid and enforceable provision to the maximum extent permitted by law; provided, however, if such provision cannot be reformed, it shall be deemed ineffective and deleted herefrom without affecting any other provision of this Agreement.  This Agreement should be construed by limiting and reducing it only to the minimum extent necessary to be enforceable under then applicable law.

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4.7                                                                               No Third Party Beneficiaries

This Agreement shall be binding upon and inure to the benefit of the Parties hereto, and to their respective successors and permitted assigns hereunder, but otherwise this Agreement shall not be for the benefit of any third parties.

4.8                                                                               Waiver of Breach

No waiver by either Party of a breach of any provision of this Agreement by the other Party, or of compliance with any condition or provision of this Agreement to be performed by the other Party, will operate or be construed as a waiver of any subsequent breach by the other Party or any similar or dissimilar provision or condition at the same or any subsequent time.  The failure of either Party to take any action by reason of any breach will not deprive such Party of the right to take action at any time while such breach continues.

4.9                                                                               Survival of Certain Provisions

Wherever appropriate to the intention of the Parties, the respective rights and obligations of the Parties hereunder shall survive any termination or expiration of this Agreement or the termination of Executive’s employment.

4.10                                                                        Entire Agreement; Amendment and Termination

This Agreement contains the entire agreement of the Parties with respect to the matters covered herein; moreover, this Agreement supersedes all prior and contemporaneous agreements and understandings, oral or written, between the Parties concerning the subject matter hereof.  This Agreement may be amended, waived or terminated only by a written instrument that is identified as an amendment, waiver or termination hereto and that is executed by or on behalf of each Party.

The Executive entered into a change in control agreement (as amended and restated) with Spectra Energy Corp dated as of April 26, 2016 (the “Spectra CIC Agreement”).  The Spectra CIC Agreement is hereby superseded and replaced by this Agreement as of the Effective Date.  The Spectra CIC Agreement is terminated in its entirety as of the Effective Date, except for Section 4.1(C) thereof which provides for certain medical, dental, and basic life insurance benefits for the Executive, his spouse and any eligible dependents in the event of the Executive’s termination from employment under certain conditions as described in the Spectra CIC Agreement, which provisions shall remain in force and effect on and after the Effective Date; provided, however the provisions of Section 4.1(C) of the Spectra CIC Agreement shall expire and be of no further force or effect at the end of the twenty-four (24) month period that began on March 1, 2017, i.e., the application of Section 4.1(C) thereunder shall expire at the close of business on February 28, 2019.

4.11                                                                        Interpretive Matters

In the interpretation of the Agreement, except where the context otherwise requires:

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(a)                                 Headings.  The Agreement headings are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.

(b)                                 The terms “including” and “include” do not denote or imply any limitation.

(c)                                  The conjunction “or” has the inclusive meaning “and/or”.

(d)                                 Plurals and Genders.  The singular includes the plural, and vice versa, and each gender includes each of the others.

(e)                                  Months.  The term “month” refers to a calendar month.

(f)                                   References to Statutes.  Reference to any statute, rule, or regulation includes any amendment thereto or any statute, rule, or regulation enacted or promulgated in replacement thereof.

(g)                                  The words “herein”, “hereof”, “hereunder” and other compounds of the word “here” shall refer to the entire Agreement and not to any particular provision;

(h)                                 All amounts referenced herein are in U.S. dollars.

4.12                                                                        Governing Law; Jurisdiction

All matters or issues relating to the interpretation, construction, validity, and enforcement of this Agreement shall be governed by the laws of the State of Texas, without giving effect to any choice-of-law principle that would cause the application of the laws of any jurisdiction other than Texas.  Jurisdiction and venue of any action or proceeding relating to this Agreement or any Dispute shall be exclusively in the federal and state courts of competent jurisdiction in the Houston, Texas metropolitan area.  Executive consents to personal jurisdiction of such courts to adjudicate any Dispute relating to or arising out of this Agreement or Executive’s employment or termination of employment, and Executive agrees that Executive shall not challenge personal or subject matter jurisdiction in such courts.  EACH OF THE PARTIES HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY LITIGATION, ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT.

4.13                                                                        Executive Acknowledgments

The Executive’s acceptance of employment with the Company, and the performance of his duties hereunder, will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement or understanding to which he is a party or is otherwise bound.

Executive acknowledges that (a) he is knowledgeable and sophisticated as to business matters, including the subject matter of this Agreement, (b) he has read this Agreement and understands its terms and conditions, (c) he has had ample opportunity to discuss this Agreement with his legal counsel prior to execution, and (d) no strict rules of construction shall

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apply for or against the drafter or any other Party.  Executive represents that he is free to enter into this Agreement including, without limitation, that he is not subject to any covenant not to compete or other restrictive covenant that would conflict with his employment duties and covenants under this Agreement.

If the Executive’s employment with the Company terminates for whatever reason, the Executive agrees to notify any subsequent employer of the restrictive covenants contained in this Agreement.  In addition, the Executive authorizes the Company to provide a copy of the restrictive covenants sections of this Agreement to third parties, including but not limited to, the Executive’s subsequent, anticipated or possible future employer.

4.14                                                                        Counterparts

This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.  Each counterpart may consist of a copy hereof containing multiple signature pages, each signed by one Party hereto, but together signed by both Parties.

[Signature page follows.]

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IN WITNESS WHEREOF the Company has caused this Agreement to be executed and delivered by its duly authorized officer in that capacity, and the Executive has executed this Agreement on his behalf, to be effective as of the Effective Date first written above.

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APPENDIX A

SERVICE ON BOARDS OF DIRECTORS OR COMMITTEES

1.              The United Way of Greater Houston;

2.              Interstate Natural Gas Association of America (INGAA); and

3.              Northeast Gas Association.

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A-1

APPENDIX B
TO
EMPLOYMENT AGREEMENT

GENERAL RELEASE AGREEEMENT

In consideration of the Separation Benefits set forth in Article 2 of that certain Employment Agreement (the “Employment Agreement”) dated as of July 25, 2018, by and between Enbridge Employee Services, Inc. (the “Company”) and William T. Yardley (“Executive”), as it may be amended from time to time, this Release Agreement (the “Agreement”) is made and entered into by the Company and Executive.  The Company and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”

By signing this Agreement, Executive and the Company agree as follows:

1.                                      Purpose.  The purpose of this Agreement is to provide for the orderly termination of the employment relationship between the Parties, and to voluntarily resolve any actual or potential Disputes (as defined in the Employment Agreement) or claims that Executive has or might have, as of the date of Executive’s execution of this Agreement, against the Company and the other Released Parties (as defined in Section 8 hereof).  Neither the fact that this Agreement has been proposed or executed, nor the terms of this Agreement, are intended to suggest, or should be construed as suggesting, that any of the Released Parties have acted unlawfully or violated any federal, state or local law or regulation, or any other duty, policy or contract.

2.                                      Termination of Employment.  Effective [·] (the “Termination Date”), Executive’s employment with the Company and all of its Affiliates, was terminated.

3.                                      Separation Benefits.  In consideration for Executive’s execution of, and required performance under, this Agreement, the Company shall provide Executive with the Separation Benefits (as such term is defined in the Employment Agreement), which benefits Executive would not otherwise have received, or been entitled to receive, other than those benefits that are required to be paid or provided under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other applicable laws.  All Company perquisites have ceased upon the Termination Date, and all payments hereunder shall be net of applicable federal, foreign, state and local taxes, as required by law.

4.                                      Waiver of Additional Compensation or Benefits.  The Separation Benefits to be paid to Executive under Section 3 above constitute the entire amount of compensation and consideration due to Executive under this Agreement or any other agreement, policy, plan or arrangement of the Company providing for severance or separation benefits.

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B-1

Executive acknowledges that he has no right to seek, and will not seek, any additional or different compensation or consideration for executing or performing under this Agreement.

The Parties acknowledge and agree that Executive is not releasing claims to employee benefits pursuant to the Company’s or its Affiliates’ employee benefit plans that are subject to ERISA which explicitly provide for the payment of benefits following the Termination Date.

5.                                      Tax Consequences and 409A.  The Company has made no representations to Executive regarding the tax consequences of any Separation Benefit received by Executive under this Agreement.  To the extent that any payments or benefits provided hereunder are considered deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and not exempt from the application of Code Section 409A, this Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment under this Agreement becomes subject to (a) the gross income inclusion under Code Section 409A or (2) the interest and additional tax under Code Section 409A (collectively, the “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of the Section 409A Penalties.  For purposes of Code Section 409A, each payment that Executive may be eligible to receive under the Agreement will be treated as a separate and distinct payment and shall not collectively be treated as a single payment.  If any provision of this Agreement would cause Executive to incur the Section 409A Penalties, the Company may, after consulting with Executive, reform such provision to comply with Code Section 409A or to preclude imposition of the Section 409A Penalties, to the full extent permitted under Code Section 409A.

6.                                      Certain Continuing Obligations.  Executive acknowledges and agrees that certain provisions and post-employment covenants and obligations in the Employment Agreement shall survive the (a) termination of the employment relationship, (b) termination of the Employment Agreement, and (c) the execution of this Agreement; and Executive hereby agrees to fully honor his post-employment covenants and obligations as set forth in the Employment Agreement.

7.                                      Executive Representations.  Executive expressly acknowledges and represents, and intends for the Company to rely upon his representations that he:

(1)                                 Has not filed any complaints, claims or actions against the Company or its Affiliate with any court, agency, or commission regarding the matters encompassed by this Agreement and that he will not do so at any time in the future; and that if any court or agency assumes jurisdiction of any complaint, claim or action against the Company or its Affiliate on behalf of Executive, he will direct that court or agency to withdraw from or dismiss with prejudice the matter.

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B-2

(2)                                 Understands that he is, by entering into this Agreement, releasing the Released Parties, including the Company and its Affiliates, from and against any and all claims he has or may ever have against them under federal, state, or local laws, which claims have arisen on or before the date of his execution of this Agreement.

(3)                                 Understands that he is, by entering into this Agreement, waiving all claims that he may have against the Released Parties under the federal Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of his execution of this Agreement.

(4)                                 Has reviewed all aspects of this Agreement, and has carefully read and fully understands all of the provisions and effects of this Agreement.

(5)                                 Has been, and is hereby, advised in writing to consult with an attorney of his choice before signing this Agreement.

(6)                                 Is knowingly and voluntarily entering into this Agreement, and has relied solely and completely upon his own judgment and, if applicable, the advice of his own attorney in entering into this Agreement.

(7)                                 Is not relying upon any representations, promises, predictions, projections, or statements made by or on behalf of any Released Party, other than those that are specifically stated in this written Agreement.

(8)                                 Does not waive rights or claims that may first arise after the date this Agreement is signed by Executive.

8.                                      General Release and Waiver.     In consideration of the Separation Benefits and other consideration provided for in this Agreement, that being good and valuable consideration, the receipt, adequacy and sufficiency of which are acknowledged by Executive, Executive, on his own behalf and on behalf of his agents, administrators, representatives, executors, successors, heirs, devisees and assigns (individually, “Releasing Party”, and collectively, the “Releasing Parties”) hereby fully releases, remises, waives, acquits and forever discharges the Company, the Company’s owners, parents, subsidiaries, and all of its Affiliates, and each of their respective past, present and future officers, directors, agents, employees, owners, employee benefit plans and associated plan fiduciaries, consultants, advisors, independent contractors, attorneys, representatives, successors and assigns (individually, “Released Party”, and collectively, the “Released Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations, losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or nature whatsoever (individually, “Claim”, and collectively, the “Claims”), whether known or unknown, suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement, reemployment, or compensatory, punitive or any other