Agreement with Ralph A. LaRossa dated December 16, 2019

            

December 16, 2019

Ralph A. La Rossa

366 Paul Avenue

Allendale, NJ 07401

Dear Ralph:

I am pleased to offer you the position of Chief Operating Officer - PSEG in PSEG Services Corporation, effective January 1, 2020. In this position, you will be paid a base annual salary of $787,000. You shall be eligible for your next salary review in January 2021. Salary reviews will be conducted annually thereafter.

You will continue to be eligible to participate in the PSEG Senior Management Incentive Compensation Plan (“SMICP”) under the terms and conditions of that Plan. Your target incentive award will be 90% of your base salary. You may, however, be eligible to receive up to 180% of your base salary dependent upon business results. Targets and awards may be adjusted from time to time in accordance with established plan procedures. There is no guarantee of payment under the SMICP, and any such payment will be contingent upon your establishment and successful completion of 2020 goals and objectives and your award, if earned for 2020, will be payable in 2021.

You will continue to be a participant in the PSEG 2004 Long-Term Incentive Plan as amended (“LTIP”). At the February 17, 2020 Organization and Compensation Committee (“O&CC”) meeting, it will be recommended that an LTIP grant of $2,400,000 be approved for you. This and any future LTIP grants will be in the form of 30% as Restricted Stock Units (“RSUs”) and 70% as Performance Share Units (“PSUs”). The number and form of LTIP grants recommended in any given year will appropriately reflect your responsibilities and ability to contribute to the long-term success of PSEG and is subject to the approval of the O&CC. All future grants under the LTIP will be subject to the terms of the LTIP and the related grant award agreements.

You will continue to be eligible for “Limited Benefits” under the Supplemental Executive Retirement Income Plan for Non-Represented Employees of Public Service Enterprise Group Incorporated and Its Affiliates.

You will continue to be eligible to participate in the PSEG Deferred Compensation Plan For Certain Employees (“Deferred Compensation Plan”), which will allow you to defer a portion of your base pay and/or all or a portion of any cash incentive you may receive in any given year.

 

You will continue to be eligible to participate in the PSEG Equity Deferral Plan (“Deferred Equity Plan”), which will allow you to defer all or a portion of the receipt of shares under the LTIP.

You will continue to be a Schedule B participant in the Key Executive Severance Plan of Public Service Enterprise Group Incorporated, as amended from time to time.

If, at the time you terminate from employment, you are determined to be a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), your nonqualified deferred compensation payments will be delayed for six months following your termination of employment to the extent necessary to satisfy Section 409A.

You will be required to own and retain a level of company stock commensurate with your new position as outlined in the attached Officer Stock Ownership and Retention Policy. Please note your ownership requirement will continue to be 4x your new salary.

You will continue to be eligible for a monthly vehicle stipend of $1,000.

You will be changing legal entity companies (from PSEG Power to PSEG Services Corporation) and will therefore have a restart of your Social Security (FICA) tax. In addition, NJ Unemployment tax and NJ Family Leave Insurance tax will also restart. You will be able to request a refund of these taxes when you file your 2020 income tax return.

The purpose of this letter is to set forth the terms of your new position with the Company; it is not a contract of employment, nor does it guarantee your employment with the Company for any period of time. Your employment with the Company is at-will, which means that either you or the Company is free to terminate the employment relationship at any time, for any reason, with or without cause.

Additionally, enclosed is a booklet referencing the Responsibilities of Corporate Officers and Directors.

Finally, you will be required to sign the enclosed Confidentiality, Non-Competition, and Non-Solicitation Agreement, and the enclosed Arbitration Agreement.

If the foregoing is in accordance with your understanding, please sign this letter and the enclosed Agreements, and return them to me.

Sincerely,

/s/ Sheila J. Rostiac

Sheila J. Rostiac

Senior Vice President - Human Resources

and Chief Human Resources Officer

                        

Agreed to this 30 day of December, 2019.

/s/ Ralph A. La Rossa

_______________________________________

Ralph A. La Rossa

Attachments:

February 4, 2020

Ralph A. La Rossa

366 Paul Avenue

Allendale, NJ 07401

Dear Ralph:

For the avoidance of doubt, in your new position, effective January 1, 2020, as Chief Operating Officer, in PSEG Services Corporation, you will also maintain your prior title and responsibilities as President and Chief Operating Officer (“COO”) of PSEG Power LLC (“PSEG Power”).

No other terms or conditions of your December 16, 2019 Offer Letter for the position of Chief Operating Officer, in PSEG Services Corporation will change.

If the foregoing is in accordance with your understanding, please sign and date this letter and return to me.

Sincerely,

/s/ Sheila J. Rostiac

Sheila J. Rostiac

Senior Vice President - Human Resources

Chief Human Resources Officer & Chief Diversity Officer

    

                    

Agreed to this 4 day of February, 2020.

/s/ Ralph A. La Rossa

_______________________________________

Ralph A. LaRossa