{"id":40559,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/southern-company-executive-change-in-control-severance-plan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"southern-company-executive-change-in-control-severance-plan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/southern-company-executive-change-in-control-severance-plan.html","title":{"rendered":"Southern Company Executive Change in Control Severance Plan – Southern Company Services Inc."},"content":{"rendered":" SOUTHERN COMPANY\n EXECUTIVE CHANGE IN CONTROL\n SEVERANCE PLAN\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n Troutman Sanders LLP\n Bank of America Plaza, Suite 5200\n 600 Peachtree Street, N.E.\n Atlanta, Georgia 30308\n\n\n\n\n Effective July 10, 2000\n\n\n\n\n\n\n SOUTHERN COMPANY\n EXECUTIVE CHANGE IN CONTROL\n SEVERANCE PLAN\n\n\n ARTICLE 1 - PURPOSE AND ADOPTION OF PLAN\n 1.1 Adoption of Plan. Southern Company Services, Inc. hereby adopts\nthis Southern Company Executive Change in Control Severance Plan. This Plan was\noriginally effective December 7, 1998; it was amended by a First Amendment also\neffective December 7, 1998. This amended and restated Plan is effective July 10,\n2000. The Plan shall be an unfunded \"top hat\" plan designed to provide certain\nseverance benefits to a select group of management or highly compensated\nemployees, to be paid solely from the general assets of the respective Employing\nCompanies.\n 1.2 Purpose. The Plan is primarily designed to provide benefits to\ncertain key employees of the Employing Companies, whose employment is terminated\nsubsequent to a change in control of Southern or their respective Employing\nCompany.\n\n ARTICLE 2 - DEFINITIONS\n 2.1 \"Administrative Committee\" shall mean the Board of Directors, plus,\nin the event of any act necessary to be taken in connection with the Plan\nrelative to a particular Participant, the Chief Executive Officer of the\nParticipant's Employing Company, if such Chief Executive Officer is not already\na member of the Board of Directors.\n 2.2 \"Annual Compensation\" shall mean a Participant's highest annual\nbase salary rate for the twelve month period immediately preceding the date of\nthe Change in Control plus target bonus.\n\n\n\n 2.3 \"Beneficial Ownership\" shall mean beneficial ownership within the\nmeaning of Rule 13d-3 promulgated under the Exchange Act.\n 2.4 \"Board of Directors\" shall mean the board of directors of the\nCompany.\n 2.5 \"Business Combination\" shall mean a reorganization, merger or\nconsolidation of Southern or sale or other disposition of all or substantially\nall of the assets of Southern.\n 2.6 \"Change in Control\" shall mean,\n (a) with respect to Southern, the occurrence of any of the following:\n (i) The Consummation of an acquisition by any Person of\n Beneficial Ownership of 20% or more of Southern's Voting Securities;\n provided, however, that for purposes of this Section 2.6(a)(i), the\n following acquisitions of Southern's Voting Securities shall not\n constitute a Change in Control:\n (A) any acquisition directly from Southern;\n (B) any acquisition by Southern;\n (C) any acquisition by any employee benefit plan\n (or related trust) sponsored or maintained by Southern or\n any Southern Subsidiary;\n (D) any acquisition by a qualified pension plan or\n publicly held mutual fund;\n (E) any acquisition by an employee of Southern or its\n subsidiary or affiliate, or Group composed exclusively of such\n employees; or\n (F) any Business Combination which would not\n otherwise constitute a Change in Control because of the\n application of clauses (A), (B) and (C) of Section\n\n\n\n 2.6(a)(iii).\n (ii) A change in the composition of the Southern Board whereby\n individuals who constitute the Incumbent Board cease for any reason\n to constitute at least a majority of the Southern Board; or \n (iii) Consummation of a Business Combination, unless,\n following such Business Combination, all of the following three\n conditions are met:\n (A) all or substantially all of the individuals and\n entities who held Beneficial Ownership, respectively, of\n Southern's Voting Securities immediately prior to such\n Business Combination beneficially own, directly or indirectly,\n 65% or more of the combined voting power of the Voting\n Securities of the corporation surviving or resulting from such\n Business Combination, (including, without limitation, a\n corporation which as a result of such transaction holds\n Beneficial Ownership of all or substantially all of Southern's\n Voting Securities or all or substantially all of Southern's\n assets) (such surviving or resulting corporation to be\n referred to as \"Surviving Company\"), in substantially the same\n proportions as their ownership, immediately prior to such\n Business Combination, of Southern's Voting Securities;\n (B) no Person (excluding any corporation resulting\n from such Business Combination, any qualified pension plan,\n publicly held mutual fund, Group composed exclusively of\n Employees or employee benefit plan (or related trust) of\n Southern, any Southern Subsidiary or Surviving Company) holds\n Beneficial Ownership, directly or indirectly, of 20% or more\n of the combined voting power of the then outstanding Voting\n Securities of Surviving Company except to the extent that such\n ownership existed prior to the Business Combination; and\n\n\n\n (C) at least a majority of the members of the board\n of directors of Surviving Company were members of the\n Incumbent Board at the earlier of the date of execution of the\n initial agreement, or of the action of the Southern Board,\n providing for such Business Combination.\n (b) with respect to an Employing Company, the occurrence of any of the\nfollowing:\n (i) The Consummation of an acquisition by any Person of\n Beneficial Ownership of 50% or more of the combined voting power of the\n then outstanding Voting Securities of an Employing Company; provided,\n however, that for purposes of this Section 2.6(b)(i), any acquisition\n by an employee of Southern or its subsidiary or affiliate, or Group\n composed entirely of such employees, any qualified pension plan, any\n publicly held mutual fund or any employee benefit plan (or related\n trust) sponsored or maintained by Southern or any Southern Subsidiary\n shall not constitute a Change in Control;\n (ii) The Consummation of a reorganization, merger or\n consolidation of an Employing Company (an \"Employing Company Business\n Combination\"), in each case, unless, following such Employing Company\n Business Combination, Southern Controls the corporation surviving or\n resulting from such Employing Company Business Combination; or\n (iii) The Consummation of the sale or other disposition of all\n or substantially all of the assets of an Employing Company to an entity\n which Southern does not Control.\n Notwithstanding the foregoing, in no event shall \"Change in\n Control\" mean an initial public offering or a spin-off of an Employing\n Company.\n For purposes of this Section 2.6 only, SERI shall not be\n considered an Employing Company.\n\n\n\n 2.7 \"COBRA Coverage\" shall mean any continuation coverage to which a\nParticipant or his dependents may be entitled pursuant to Code Section 4980B.\n 2.8 \"Code\" shall mean the Internal Revenue Code of 1986, as amended.\n 2.9 \"Company\" shall mean Southern Company Services, Inc., its\nsuccessors and assigns.\n 2.10 \"Consummation\" shall mean the completion of the final act\nnecessary to complete a transaction as a matter of law, including, but not\nlimited to, any required approvals by the corporation's shareholders and board\nof directors, the transfer of legal and beneficial title to securities or assets\nand the final approval of the transaction by any applicable domestic or foreign\ngovernments or governmental agencies.\n 2.11 \"Control\" shall mean, in the case of a corporation, Beneficial\nOwnership of more than 50% of the combined voting power of the corporation's\nVoting Securities, or in the case of any other entity, Beneficial Ownership of\nmore than 50% of such entity's voting equity interests.\n 2.12 \"DIC Plan\" shall mean the Southern Energy Resources, Inc. Deferred\nIncentive Compensation Plan or any successor thereto which is considered an\n\"equitable arrangement\" thereof, as such plans may be amended from time to time.\n 2.13 \"Effective Date\" shall mean the date of execution hereof.\n 2.14 \"Employee\" shall mean each regular full-time or regular part-time\nemployee of an Employing Company of Grades 10 to 13 (or, if the Grade system is\nnot used, $130,000 or more of annual base salary rate for the twelve month\nperiod immediately preceding the Change in Control who has not otherwise entered\ninto a Change in Control agreement with his Employing Company and elects to\nreceive benefits under such agreement) not covered by a collective bargaining\nagreement between the Employing Company and a union or other employee\nrepresentative. With respect to a Change in Control of SEI, SERI Participants\n\n\n\nshall be deemed to be employed by SEI for purposes of being covered under this\nPlan.\n 2.15 \"Employee Outplacement Program\" shall mean the program established\nby the Employing Company from time to time for the purpose of assisting\nParticipants covered by the Plan in finding employment outside of the Employing\nCompany which provides for the following services:\n (a) self assessment, career decision and goal setting;\n (b) job market research and job sources;\n (c) networking and interviewing skills;\n (d) planning and implementation strategy;\n (e) resume writing, job hunting methods and salary\n negotiation; and\n (f) office support and job search resources.\n 2.16 \"Employing Company\" shall mean the Company, or any other Southern\nSubsidiary, which the Board of Directors may from time to time determine to\nbring under the Plan and which shall adopt the Plan, and any successor of any of\nthem.\n 2.17 \"Exchange Act\" shall mean the Securities Exchange Act of 1934, as\namended.\n 2.18 \"Good Reason\" shall mean, without an Employee's express written\nconsent, after written notice to his Employing Company, and after a thirty (30)\nday opportunity for the Employee's Employing Company to cure, the continuing\noccurrence of any of the following events:\n (a) Inconsistent Duties. A meaningful and detrimental\n alteration in the Employee's position or in the nature or status of his\n responsibilities from those in effect immediately prior to the Change\n in Control;\n\n\n\n (b) Reduced Salary. A reduction of five percent (5%) or more\n by the Employing Company in either of the following: (i) the Employee's\n annual base salary rate for the twelve month period immediately\n preceding the date of the Change in Control (\"Base Salary\") (except for\n a less than ten percent (10%), across-the-board Base Salary reduction\n similarly affecting at least ninety-five percent (95%) of all Employees\n of the Employing Company); or (ii) the sum of the Employee's Base\n Salary plus target bonus under his Employing Company's short term bonus\n plan (e.g., either the PPP Plan or the Southern Energy, Inc. Short Term\n Plan, as the case may be), as in effect immediately prior to the Change\n in Control (except for a less than ten percent (10%), across-the-board\n reduction of Base Salary plus target bonus under such short term plan\n similarly affecting at least ninety-five percent (95%) of all Employees\n of the Employing Company);\n (c) Compensation Plans. The failure by the Employing Company\n to continue in effect any \"compensation plan or agreement\" in which an\n Employee participates as of the date of the Change in Control or the\n elimination of the Employee's participation in any such plan, (except\n for across-the-board plan changes or terminations similarly affecting\n at least ninety-five percent (95%) of all Employees of the Employing\n Company);\n For purposes of this Section 2.18(c), the \"compensation plan\n or agreement\" shall mean any written arrangement executed by an\n authorized officer of the Employing Company which provides for\n periodic, non-discretionary compensatory payments to employees in the\n nature of bonuses.\n (d) Relocation. A change in an Employee's work location to a\n location more than fifty (50) miles from the facility where the\n\n\n\n Employee was located at the time of the Change in Control, unless such\n new work location is within fifty (50) miles from the Employee's\n principal place of residence at the time of the Change in Control. The\n acceptance, if any, by an Employee of employment by an Employing\n Company at a work location which is outside the fifty mile radius set\n forth in this Section 2.18(d) shall not be a waiver of the Employee's\n right to refuse subsequent transfer by an Employing Company to a\n location which is more than fifty (50) miles from the Employee's\n principal place of residence at the time of the Change in Control, and\n such subsequent, unconsented transfer shall be \"Good Reason\" under this\n Agreement; or\n (e) Benefits and Perquisites. The taking of any action by the\n Employing Company that would directly or indirectly materially reduce\n the benefits enjoyed by an Employee under the Employing Company's\n retirement, life insurance, medical, health and accident, disability,\n deferred compensation or savings plans in which the Employee was\n participating immediately prior to the Change in Control, or the\n failure by the Employing Company to provide an Employee with the number\n of paid vacation days to which the Employee is entitled on the basis of\n years of service with the Employing Company in accordance with the\n Employing Company's normal vacation policy in effect immediately prior\n to the Change in Control (except for across-the-board plan or vacation\n policy changes or plan terminations similarly affecting at least\n ninety-five percent (95%) of all Employees of the Employing Company).\n 2.19 \"Group\" shall have the meaning set forth in Section 14(d) of the\nExchange Act.\n 2.20 \"Group Health Plan\" shall mean the group health plan covering the\nParticipant, as such plan may be amended from time to time.\n 2.21 \"Group Life Insurance Plan\" shall mean the group life insurance\nprogram covering the Participant, as such plan may be amended from time to time.\n\n\n\n 2.22 \"Incumbent Board\" shall mean those individuals who constitute the\nSouthern Board as of October 19, 1998 plus any individual who shall become a\ndirector subsequent to such date whose election or nomination for election by\nSouthern's shareholders was approved by a vote of at least 75% of the directors\nthen comprising the Incumbent Board. Notwithstanding the foregoing, no\nindividual who shall become a director of the Southern Board subsequent to the\nEffective Date whose initial assumption of office occurs as a result of an\nactual or threatened election contest (within the meaning of Rule 14a-11 of the\nRegulations promulgated under the Exchange Act) with respect to the election or\nremoval of directors or other actual or threatened solicitation of proxies or\nconsents by or on behalf of a Person other than the Southern Board shall be a\nmember of the Incumbent Board.\n 2.23 \"Month of Service\" shall mean any calendar month during which a\nParticipant has worked at least one (1) hour or was on approved leave of absence\nwhile in the employ of an Employing Company or any other Southern Subsidiary.\n 2.24 \"Participant\" shall mean an Employee who meets the eligibility\nrequirements of Section 3.1 of this Plan.\n 2.25 \"Pension Plan\" shall mean The Southern Company Pension Plan or\nany successor thereto, as such plans may be amended from time to time.\n 2.26 \"Performance Dividend Plan\" or \"PDP Plan\" shall mean the Southern\nCompany Performance Dividend Plan or any successor thereto which is considered\nan \"equitable arrangement\" under Section 1.25 thereof, as such plans may be\namended from time to time.\n 2.27 \"Performance Pay Plan\" or \"PPP Plan\" shall mean the Southern\nCompany Performance Pay Plan or any successor thereto which is considered an\n\"equitable arrangement\" under Section 1.31 thereof, as such plans may be amended\nfrom time to time.\n\n\n\n 2.28 \"Performance Stock Plan\" shall mean the Southern Company\nPerformance Stock Plan or any successor thereto which is considered an\n\"equitable arrangement\" under Section 1.33 thereof, as such plans may be amended\nfrom time to time.\n 2.29 \"Person\" shall mean any individual, entity or group within the\nmeaning of Section 13(d)(3) or 14(d)(2) of Exchange Act.\n 2.30 \"Plan\" shall mean the Southern Company Executive Change in\nControl Severance Plan.\n 2.31 \"SEI\" shall mean Southern Energy, Inc., its successors and\nassigns.\n 2.32 \"SERI\" shall mean Southern Energy Resources, Inc., its successors\nand assigns.\n 2.33 \"SERI Participant\" shall mean a Participant who is employed by\nSERI.\n 2.34 \"Short Term Plan\" shall mean the Southern Energy Resources, Inc.\nShort Term Plan, as amended from time to time.\n 2.35 \"Southern\" shall mean The Southern Company, its successors and\nassigns.\n 2.36 \"Southern Board\" shall mean the board of directors of Southern.\n 2.37 \"Southern Subsidiary\" shall mean any corporation or other entity\nControlled by Southern.\n 2.38 \"Support Employee\" shall mean an Employee of the Company (which\nshall continue to be such Employee's Employing Company for purposes of this\nPlan) who:\n (a) Is involuntarily terminated without Cause within one year\n of the Change in Control of an Employing Company (other than the\n Company) and either (i) spent at least 40% of his working time\n performing services for such Employing Company at the time of the\n Change in Control and for the six months prior thereto, or (ii) is\n\n\n\n determined by the Administrative Committee to be involuntarily\n terminated without Cause as a result of such Change in Control; or\n (b) Voluntarily terminates with Good Reason within one year of\n the Change in Control of an Employing Company (other than the Company)\n and spent at least 40% of his working time performing services for such\n Employing Company at the time of the Change in Control and for the six\n months prior thereto. For purposes of this Section 2.38(b) only, Good\n Reason shall not include the provisions of Section 2.18(a), entitled\n \"Inconsistent Duties.\" 2.39 \"Termination for Cause\" or \"Cause\" shall\n mean an Employee's termination of employment with his Employing Company\n upon the occurrence of any of the following:\n (a) The willful and continued failure by the Employee to\n substantially perform his duties with his Employing Company (other than\n any such failure resulting from the Employee's Total Disability or from\n the Employee's retirement or any such actual or anticipated failure\n resulting from termination by the Employee for Good Reason) after a\n written demand for substantial performance is delivered to him by the\n Administrative Committee, which demand specifically identifies the\n manner in which the Administrative Committee believes that he has not\n substantially performed his duties; or\n (b) The willful engaging by the Employee in conduct that is\n demonstrably and materially injurious to his Employing Company,\n monetarily or otherwise, including but not limited to any of the\n following:\n (i) any willful act involving fraud or dishonesty\n in the course of an Employee's employment by his Employing\n Company;\n\n\n\n (ii) the willful carrying out of any activity or the\n making of any statement by an Employee which would materially\n prejudice or impair the good name and standing of his\n Employing Company, Southern or any other Southern Subsidiary\n or would bring his Employing Company, Southern or any other\n Southern Subsidiary into contempt, ridicule or would\n reasonably shock or offend any community in which his\n Employing Company, Southern or such other Southern Subsidiary\n is located;\n (iii) attendance by an Employee at work in a state of\n intoxication or otherwise being found in possession at his\n workplace of any prohibited drug or substance, possession of\n which would amount to a criminal offense;\n (iv) violation of his Employing Company's policies on\n drug and alcohol usage, fitness for duty requirements or\n similar policies as may exist from time to time as adopted by\n the Employing Company's safety officer;\n (v) assault or other act of violence by an Employee\n against any person during the course of employment; or\n (vi) an Employee's indictment for any felony or any\n misdemeanor involving moral turpitude.\n No act or failure to act by an Employee shall be deemed \"willful\"\nunless done, or omitted to be done, by the Employee not in good faith and\nwithout reasonable belief that his action or omission was in the best interest\nof his Employing Company. \n Notwithstanding the foregoing, an Employee shall not be deemed to have\nbeen terminated for Cause unless and until there shall have been delivered to\n\n\n\nhim a copy of a resolution duly adopted by the affirmative vote of the majority\nof the Administrative Committee at a meeting called and held for such purpose\n(after reasonable notice to the Employee and an opportunity for him, together\nwith counsel, to be heard before the Administrative Committee), finding that,\nin the good faith opinion of the Administrative Committee, the Employee was\nguilty of conduct set forth in Section 2.39(a) or (b) hereof and specifying the\nparticulars thereof in detail.\n 2.40 \"Termination Date\" shall mean the date on which a Participant is\nseparated from his Employing Company's regular payroll; provided, however, that\nsolely for purposes of Section 3.2(c) hereof, the Termination Date of\nParticipants who are deemed to be retired pursuant to the provisions of Section\n3.3 hereof, shall be the effective date of their retirement pursuant to the\nterms of the Pension Plan.\n 2.41 \"Total Disability\" shall mean total disability within the meaning\nof the Pension Plan.\n 2.42 \"Value Creation Plan\" shall mean the Southern Energy Resources,\nInc. Value Creation Plan or any replacement thereto which is considered an\n\"equitable arrangement\" under Section 1.30 thereof, as such plans may be amended\nfrom time to time.\n 2.43 \"Voting Securities\" shall mean the outstanding voting securities\nof a corporation entitling the holder thereof to vote generally in the election\nof such corporation's directors.\n 2.44 \"Waiver and Release\" shall mean the Waiver and Release attached\nhereto as Exhibit A.\n 2.45 \"Year of Service\" shall mean an Employee's Months of Service\ndivided by twelve (12) rounded to the nearest whole year, rounding up if the\nremaining number of months is seven (7) or greater and rounding down if the\n\n\n\nremaining number of months is less than seven (7). If an Employee has a break in\nhis service with his Employing Company, he will receive credit under this Plan\nfor the service prior to the break in service only if the break in service was\nless than five years and his service prior to the break exceeds the length of\nthe break in service.\n\n ARTICLE 3 - SEVERANCE BENEFITS\n\n 3.1 Eligibility.\n (a) Employees. Except as otherwise provided herein, any\n Employee whose employment is involuntarily terminated by his Employing\n Company at any time during the two year period following a Change in\n Control of Southern or his Employing Company for reasons other than\n Cause or who shall voluntarily terminate his employment with his\n Employing Company for Good Reason at any time during the two year\n period following a Change in Control of Southern or his Employing\n Company, shall be entitled to participate in this Plan and receive the\n benefits described in Section 3.2 hereof, subject to the terms and\n conditions described in this Article 3.\n (b) Support Employees. A Support Employee shall be entitled\n to participate in this Plan and receive the benefits described in\n Section 3.2 hereof, subject to the terms and conditions described in\n this Article 3.\n (c) Limits on Eligibility. Notwithstanding anything to the\n contrary herein, an Employee or Support Employee shall not be eligible\n to receive benefits under this Plan if the Employee or Support\n Employee:\n (i) is not actively at work on his Termination Date,\n unless such Employee or Support Employee is capable of\n returning to work within twelve (12) weeks of the beginning of\n any leave of absence from work;\n\n\n\n (ii) voluntarily terminates his employment with his\n Employing Company for other than Good Reason; \n (iii) is terminated by his Employing Company for\n Cause;\n (iv) accepts the transfer of his employment to\n Southern, any Southern Subsidiary or any employer that\n acquires all or substantially all of the assets of Southern, a\n Southern Subsidiary or his Employing Company; \n (v) refuses an offer of continued employment with\n his Employing Company, Southern or a Southern Subsidiary, or\n any employer that acquires all or substantially all of the\n assets of Southern, a Southern Subsidiary or his Employing\n Company, under circumstances where such refusal would not\n amount to Good Reason for voluntary termination of employment\n and such employer agrees to adopt this Plan as it applies to\n such Participant; or\n (vi) elects to receive the benefits of any other\n voluntary or involuntary severance, separation or outplacement\n program, plan or agreement maintained by his Employing Company\n in lieu of benefits under this Plan; provided however, that\n the receipt of benefits under any retention plan or agreement\n shall not be deemed to be the receipt of benefits under any\n severance, separation or outplacement program for purposes of\n this Plan.\n 3.2 Benefits. Upon the Employing Company's receipt of an effective\nWaiver and Release, Participants shall be entitled to receive the following\nbenefits:\n (a) Employee Outplacement Services. Each Participant shall be\n eligible to participate in the Employee Outplacement Program, which\n program shall not be less than six (6) months duration measured\n from the Participant's Termination Date.\n\n\n\n (b) Severance Benefit. Participants shall be paid in cash an\n amount equal to two times the Participant's Annual Compensation, but\n not in excess of the Capped Amount. For purposes of this Section\n 3.2(b), the Capped Amount shall be the amount otherwise payable under\n this Section 3.2(b), reduced in such amount and to such extent that no\n amount of the payment under this Section 3.2(b), plus all other\n \"parachute payments\" under Code Section 280G, would constitute an\n \"excess parachute payment\" under Code Section 280G, but only to the\n extent that if the payment under this Section 3.2(b) were increased by\n one additional dollar ($1.00), a portion of the payment under this\n Section 3.2(b) would be an \"excess parachute payment\" under Code\n Section 280G. The calculation of the Capped Amount and any other\n determinations relating to the applicability of Code Section 280G (and\n the rules and regulations promulgated thereunder) to the payments\n contemplated by this Plan shall be made by the tax department of the\n independent public accounting firm then responsible for preparing\n Southern's consolidated federal income tax return, and such\n determinations shall be binding upon the Participants, Southern and the\n Employing Company.\n (c) Welfare Benefit.\n (i) Except as provided in Section 3.3 hereof, each\n Participant shall be eligible to participate in the Employing\n Company's Group Health Plan for a period of six (6) months for\n each of the Participant's Years of Service, not to exceed a\n period of five (5) years, beginning on the first day of the\n first month following the Participant's Termination Date\n unless otherwise specifically provided under such plan, upon\n the Participant's payment of both the Employing Company's and\n the Participant's premium under such plan. A Participant who\n receives this extended medical coverage shall also be entitled\n to elect coverage under the Group Health Plan for his\n\n\n\n dependents who are participating in the Group Health Plan on\n the Participant's Termination Date (and for such other\n dependents as may be entitled to coverage under the provisions\n of the Health Insurance Portability and Accountability Act of\n 1996) for the duration of the Participant's extended medical\n coverage under this Section 3.2(c) to the extent such\n dependents remain eligible for dependent coverage under the\n terms of the Group Health Plan.\n (ii) The extended medical coverage afforded to a\n Participant pursuant to this Section 3.2(c) as well as the\n premiums to be paid by the Participant in connection with such\n coverage shall be determined in accordance with the terms of\n the Group Health Plan and shall be subject to any changes in\n the terms and conditions of the Group Health Plan as well as\n any future increases in premiums under the Group Health Plan.\n The premiums to be paid by the Participant in connection with\n this extended coverage shall be due on the first day of each\n month; provided, however, that if a Participant fails to pay\n his premium within thirty (30) days of its due date, such\n Participant's extended coverage shall be terminated.\n (iii) Any Group Health Plan coverage provided under\n this Section 3.2(c) shall be a part of and not in addition to\n any COBRA Coverage which a Participant or his dependent may\n elect. In the event that a Participant or his dependent\n becomes eligible to be covered, by virtue of re-employment or\n otherwise, by any employer-sponsored group health plan or is\n eligible for coverage under any government-sponsored health\n plan during the above period, coverage under the Employing\n Company's Group Health Plan available to the Participant or\n his dependent by virtue of the provisions of this Article 3\n\n\n\n shall terminate, except as may otherwise be required by law,\n and shall not be renewed. It shall be the duty of a\n Participant to inform the Employing Company of his eligibility\n to participate in any such health plan.\n (iv) Except as otherwise provided in Section 3.3\n hereof, regardless of whether a Participant elects the\n extended coverage described in Section 3.2(a) hereof, the\n Employing Company shall pay to each Participant a cash amount\n equal to the Employing Company's and the Participant's cost of\n premiums for two (2) years of coverage under the Group Health\n Plan and Group Life Insurance Plan, as such Plans were in\n effect as of the date of the Change in Control.\n (d) Stock Option Vesting. The provisions of this Section\n 3.2(d) shall apply to any Participant who, as of the date of the Change\n in Control, was a participant in the Performance Stock Plan, the\n defined terms of which are incorporated in this Section 3.2(d) by\n reference.\n (i) Any of the Participant's Options and Stock\n Appreciation Rights outstanding as of the Termination Date\n which are not then exercisable and vested, shall become fully\n exercisable and vested to the full extent of the original\n grant; provided, that in the case of a Participant holding a\n Stock Appreciation Right who is subject to Section 16(b) of\n the Exchange Act, such Stock Appreciation Right shall not\n become fully vested and exercisable at such time if such\n actions would result in liability to the Participant under\n\n\n\n Section 16(b) of the Exchange Act, provided further that any\n such actions not taken as a result of the rules under Section\n 16(b) of the Exchange Act shall be effected as of the first\n date that such activity would no longer result in liability\n under Section 16(b) of the Exchange Act.\n (ii) The restrictions and deferral limitations\n applicable to any of the Participant's Restricted Stock as of\n the Termination Date shall lapse, and such Restricted Stock\n shall become free of all restrictions and limitations and\n become fully vested and transferable to the full extent of the\n original grant.\n (iii) The restrictions and deferral limitations and\n other conditions applicable to any other Awards held by the\n Participant under the Performance Stock Plan as of the\n Termination Date shall lapse, and such other Awards shall\n become free of all restrictions, limitations or conditions and\n become fully vested and transferable to the full extent of the\n original grant.\n (e) Performance Pay Plan. The provisions of this Section\n 3.2(e) shall apply to any Participant who, as of the date of the Change\n in Control, was a participant in the Performance Pay Plan, the defined\n terms of which are incorporated in this Section 3.2(e) by reference.\n Provided the Participant is not entitled to benefits under Article IV\n of the PPP Plan, if the PPP Plan is in place as of the Participant's\n Termination Date and to the extent the Participant is entitled to\n participate therein, the Participant shall be entitled to receive cash\n in an amount equal to a prorated payout of his Incentive Pay Award\n under the PPP Plan for the Performance Period in which the Termination\n Date shall have occurred, at target performance under the PPP Plan and\n prorated by the number of months which have passed since the beginning\n of the Performance Period until the Termination Date.\n (f) Performance Dividend Plan. The provisions of this Section\n 3.2(f) shall apply to any Participant who, as of the date of the Change\n in Control, was a participant in the Performance Dividend Plan, the\n defined terms of which are incorporated in this Section 3.2(f) by\n\n\n\n reference. Provided the Participant is not entitled to benefits under\n Article V of the Performance Dividend Plan, if the Performance Dividend\n Plan is in place through the Participant's Termination Date and to the\n extent the Participant is entitled to participate therein, the\n Participant shall be entitled to receive cash for each Award held as of\n such date based on a Payout Percentage of 50% under Section 4.1 of the\n Performance Dividend Plan for the Performance Period in which the\n Termination Date shall have occurred, and the Annual Dividend declared\n prior to the Termination Date.\n (g) Value Creation Plan. The provisions of this Section 3.2(g)\n shall apply to any Participant who, as of the date of the Change in\n Control, was a participant in the Value Creation Plan, the defined\n terms of which are incorporated in this Section 3.2(g) by reference.\n Any of the Participant's Appreciation Rights or Indexed Rights\n outstanding as of the Termination Date which are not then exercisable\n and vested, shall become fully exercisable and vested to the full\n extent of the original grant. Notwithstanding anything in the Value\n Creation Plan to the contrary, Share Value with respect to any\n Appreciation Rights or Indexed Rights held by the Participant following\n his Termination Date shall be no less than the Share Value as of the\n date of the Change in Control of Southern or his Employing Company, as\n the case may be.\n (h) Short Term Plan. The provisions of this Section 3.2(h)\n shall apply to any Participant who, as of the date of the Change in\n Control was a Participant in the Short Term Plan, the defined terms of\n which are incorporated in this Section 3.2(h) by reference. Provided\n the Participant is not entitled to benefits under Article V of the\n\n\n\n Short Term Plan, if the Short Term Plan is in place through the\n Participant's Termination Date and to the extent the Participant is\n entitled to participate therein, the Participant shall be entitled to\n receive cash in an amount equal to his Award under the Short Term Plan\n for the Performance Period in which the Termination Date shall have\n occurred, at Total Target for the Participant's Job Category and\n prorated by the number of months which have passed since the beginning\n of the Performance Period until the Termination Date.\n (i) Other Short Term Incentive Plans. The provisions of this\n Section 3.2(i) shall apply to any Participant who, as of the date of\n the Change in Control is a participant in any other \"short term\n incentive compensation plan\" not otherwise previously referred to in\n this Section 3.2. Provided the Participant is not otherwise entitled to\n a plan payout under any change in control provisions of such plans, if\n the \"short term incentive compensation plan\" is in place through the\n Participant's Termination Date and to the extent the Participant is\n entitled to participate therein, the Participant shall be entitled to\n receive cash in an amount equal to his award under his respective\n Employing Company's \"short term incentive compensation plan\" for the\n annual performance period in which the Termination Date shall have\n occurred, at the Participant's target performance level and prorated by\n the number of months which have passed since the beginning of the\n annual performance period until the Termination Date. For purposes of\n this Section 3.2(i), the term \"short term incentive compensation plan\"\n shall mean any incentive compensation plan or arrangement adopted in\n writing by an Employing Company which provides for annual, recurring\n compensatory bonuses to participants based upon articulated performance\n criteria, and which have been identified by the Board of Directors and\n listed on Exhibit B hereto, which may be amended from time to time to\n reflect plan additions, terminations and amendments.\n\n\n\n (j) DIC Plan. The provisions of this Section 3.2(j) shall\n apply to any Participant who, as of the date of the Change in Control,\n was a participant in the DIC Plan, the defined terms of which are\n incorporated into this Section 3.2(j) by reference. Provided a\n Participant is not entitled to benefits under Article V of the DIC\n Plan, if the DIC Plan is in place through Participant's Termination\n Date and to the extent that Participant is entitled to participate\n therein, any of the Participant's Awards as of the Termination Date\n which are not then vested shall become fully vested and Participant\n shall be entitled to receive cash in the amount equal to Participant's\n Account as of his Termination Date. Notwithstanding anything in the DIC\n Plan to the contrary, the investment return on the Awards determined in\n accordance with Section 3.1 of the DIC Plan for any Plan Year following\n a Change in Control of Southern or its Employing Company shall be no\n less than the investment return determined in accordance with Section\n 3.1 of the DIC Plan as of the date of such Change in Control with\n respect to those Accounts which are outstanding as of the date of such\n Change in Control.\n 3.3 Coordination with Retiree Medical and Life Insurance Coverage.\nNotwithstanding anything to the contrary above, any Participant who is otherwise\neligible to retire pursuant to the terms of the Pension Plan shall be deemed\nto have retired for purposes of all employee benefit plans sponsored by the\nEmploying Company of which the Participant is a participant. A Participant who\nis deemed to have retired in accordance with the preceding sentence shall not be\neligible to receive the benefits described in Section 3.2(c) hereof if, upon his\nTermination Date, such Participant becomes eligible to receive the retiree\nmedical and life insurance coverage provided to certain retirees pursuant to\nthe terms of the Pension Plan, the Group Health Plan and the Group Life\nInsurance Plan.\n\n\n\n 3.4 Payment of Benefits. The amounts due a Participant under Sections\n3.2(b) and (c) hereof shall be payable in one (1) lump sum payment as soon as\nadministratively practicable within thirty (30) days of the later of the\nfollowing to occur: (a) the Participant's Termination Date, or (b) the tender to\nthe Employing Company by the Participant of an effective Waiver and Release in\nthe form of Exhibit A attached hereto and the expiration of any applicable\nrevocation period for such waiver. In the event of a dispute with respect to\nliability or amount of any benefit due hereunder, an effective Waiver and\nRelease shall be tendered at the time of final resolution of any such dispute\nwhen payment is tendered by the Employing Company.\n 3.5 Benefits in the Event of Death. In the event of the Participant's\ndeath prior to the payment of all benefits due under this Article 3, the\nParticipant's estate shall be entitled to receive as due any amounts not yet\npaid under this Article 3 upon the tender by the executor or administrator of\nthe estate of an effective Waiver and Release.\n 3.6 Legal Fees. In the event of a dispute between a Participant and his\nEmploying Company with regard to any amounts due hereunder, if any material\nissue in such dispute is finally resolved in the Participant's favor, his\nEmploying Company shall reimburse the Participant's legal fees incurred with\nrespect to all issues in such dispute in an amount not to exceed thirty thousand\ndollars ($30,000).\n 3.7 No Mitigation. A Participant who receives benefits under Section\n3.2 of this Plan shall have no duty or obligation to seek other employment\nfollowing his Termination Date and, except as otherwise provided in Subsection\n3.1(d) hereof, the amounts due a Participant hereunder shall not be reduced or\nsuspended if such Participant accepts such subsequent employment.\n\n\n\n 3.8 Non-qualified Retirement and Deferred Compensation Plans.\nSubsequent to a Change in Control, any claims by a Participant for benefits\nunder any of the Company's non-qualified retirement or deferred compensation\nplans shall be resolved through binding arbitration in accordance with the\nprocedures and provisions set forth in Article 5 hereof and if any material\nissue in such dispute is finally resolved in the Participant's favor, the\nCompany shall reimburse the Participant's legal fees in the manner provided in\nSection 3.6 hereof.\n 3.9 Guarantee of SEI. Effective May 10, 2000, if SERI fails or refuses\nto make payments under the Plan, SERI Participants may have the right to obtain\npayment by SEI pursuant to the terms of the \"Guarantee Agreement Concerning\nSouthern Energy Resources, Inc. Compensation and Benefit Arrangements\" entered\ninto by SEI and SERI. A SERI Participant's right to payment is not increased as\na result of this Guarantee. SERI Participants have the same right to payment\nfrom SEI as they have from SERI. Any demand to enforce this Guarantee should be\nmade in writing and should reasonably and briefly specify the manner and the\namount SERI has failed to pay. Such writing given by personal delivery or mail\nshall be effective upon actual receipt. Any writing given by telegram or\ntelecopier shall be effective upon actual receipt if received during SEI's\nnormal business hours, or at the beginning of the next business day after\nreceipt, if not received during SEI's normal business hours. All arrivals by\ntelegram or telecopier shall be confirmed promptly after transmission in writing\nby certified mail or personal delivery.\n\n\n ARTICLE 4 - ADMINISTRATION\n 4.1 Administrative Committee. The Administrative Committee shall be\nresponsible for the general administration of the Plan and may appoint other\npersons or entities to perform or assist in the performance of any of its\nduties, subject to its review and approval. The Administrative Committee shall\nhave the right to remove any such appointee from his position without cause upon\nnotice.\n\n ARTICLE 5 - ARBITRATION\n 5.1 General. Any dispute, controversy or claim arising out of or\nrelating to the Company's obligations to pay severance benefits under this Plan,\nor the breach thereof, shall be settled and resolved solely by arbitration in\naccordance with the Commercial Arbitration Rules of the American Arbitration\nAssociation (\"AAA\") except as otherwise provided herein. The arbitration shall\nbe the sole and exclusive forum for resolution of any such claim for severance\nbenefits and the arbitrators' award shall be final and binding. The provisions\nof this Article 5 are not intended to apply to any other disputes, claims or\ncontroversies arising out of or relating to a Participant's employment by an\nEmploying Company or the termination thereof.\n 5.2 Demand for Arbitration. Arbitration shall be initiated by serving a\nwritten notice of demand for arbitration to the Participant, in the case of an\nEmploying Company, or to the Administrative Committee, in the case of a\nParticipant.\n 5.3 Law and Venue. The arbitrators shall apply the laws of the State of\nGeorgia, except to the extent pre-empted by federal law, excluding any law which\nwould require the use of the law of another state. The arbitration shall be held\nin Atlanta, Georgia.\n 5.4 Appointment of Arbitrators. Arbitrators shall be appointed within\nfifteen (15) business days following service of the demand for arbitration. The\nnumber of arbitrators shall be three. One arbitrator shall be appointed by the\n\n\n\nParticipant, one arbitrator shall be appointed by the Employing Company, and the\ntwo arbitrators shall appoint a third. If the arbitrators cannot agree on a\nthird arbitrator within thirty (30) business days after the service of demand\nfor arbitration, the third arbitrator shall be selected by the AAA.\n 5.5 Costs. The arbitration filing fee shall be paid by the Participant.\nAll other costs of arbitration shall be borne equally by the Participant and his\nEmploying Company, provided, however, that such Employing Company shall\nreimburse such fees and costs in the event any material issue in such dispute is\nfinally resolved in the Participant's favor and the Participant is reimbursed\nlegal fees under Section 3.6 hereof.\n 5.6 Interim and Injunctive Relief. Nothing in this Article 5 is\nintended to preclude, upon application of either party, any court having\njurisdiction from issuing and enforcing in any lawful manner such temporary\nrestraining orders, preliminary injunctions, and other interim measures of\nrelief as may be necessary to prevent harm to either party's interests or as\notherwise may be appropriate pending the conclusion of arbitration proceedings\npursuant to this Article 5 and nothing herein is intended to prevent any court\nfrom entering and enforcing in any lawful manner such judgments for permanent\nequitable relief as may be necessary to prevent harm to a party's interests or\nas otherwise may be appropriate following the issuance of arbitral awards\npursuant to this Article 5.\n\n ARTICLE 6 - MISCELLANEOUS\n 6.1 Funding of Benefits. Unless the Board of Directors shall in its\ndiscretion determine otherwise, the benefits payable to a Participant under the\nPlan shall not be funded in any manner and shall be paid by the Employing\nCompanies out of their general assets, which assets are subject to the claims of\nthe Employing Companies' creditors.\n 6.2 Withholding. There shall be deducted from the payment of any\nbenefit due under the Plan the amount of any tax required by any governmental\nauthority to be withheld and paid over by the Employing Companies to such\ngovernmental authority for the account of the Participant entitled to such\npayment.\n\n\n\n 6.3 Assignment. No Participant or beneficiary shall have any rights to\nsell, assign, transfer, encumber, or otherwise convey the right to receive the\npayment of any benefit due hereunder, which payment and the rights thereto are\nexpressly declared to be nonassignable and nontransferable. Any attempt to do so\nshall be null and void and of no effect.\n 6.4 Amendment and Termination. The Plan may be amended or terminated at\nany time by the Board of Directors, provided, however, the Plan may not be\namended in any material respect or terminated within the two (2) year period\nfollowing a Change in Control nor shall any amendment or termination impair the\nrights of any Participant which have accrued hereunder prior to any such\namendment or termination.\n 6.5 Pooling Accounting. Notwithstanding anything to the contrary\nherein, if, but for any provision of this Plan, a Change in Control transaction\nwould otherwise be accounted for as a pooling-of-interests under APB No.16\n(\"Pooling Accounting\") (after giving effect to any and all other facts and\ncircumstances affecting whether such Change in Control transaction would use\nPooling Accounting), such provision or provisions of this Plan which would\notherwise cause the Change in Control transaction to be ineligible for Pooling\nAccounting shall be void and ineffective in such a manner and to the extent that\nby eliminating such provision or provisions of this Plan, Pooling Accounting\nwould be required for such Change in Control transaction.\n\n\n IN WITNESS WHEREOF, this Southern Company Executive Change in Control\nSeverance Plan has been executed by the Company through its duly authorized\nofficers, this ____ day of ___________, 2000, to be effective as provided\nherein.\n\n SOUTHERN COMPANY SERVICES, INC.\n\n By: ____________________________________\n\n\n\n\n\n Exhibit A\n SOUTHERN COMPANY\n EXECUTIVE CHANGE IN CONTROL\n SEVERANCE PLAN\n\n Waiver and Release\n\n I understand that I am entitled to receive the Severance Benefits\ndescribed in Article 3 of the Southern Company Executive Change in Control\nSeverance Plan (the \"Plan\") if I execute this Waiver and Release (\"Waiver\"). I\nunderstand that the benefits I have elected to receive under the Plan are in\nexcess of those I would have received from ________________________ (the\n\"Company\") if I had not elected to participate in the Plan and sign this Waiver.\n\n I recognize that I may have a claim against the Company under the Civil\nRights Act of 1964 and 1991, the Age Discrimination in Employment Act, the\nRehabilitation Act of 1973, the Energy Reorganization Act of 1974, as amended,\nthe Americans with Disabilities Act or other federal, state and local laws.\n\n In exchange for the benefits I elect to receive, I hereby irrevocably\nwaive and release all claims, of any kind whatsoever, whether known or unknown\nin connection with any claim which I ever had, may have, or now have against The\nSouthern Company, Alabama Power Company, Georgia Power Company, Gulf Power\nCompany, Mississippi Power Company, Savannah Electric and Power Company,\nSouthern Communication Services, Inc., Southern Company Services, Inc., Southern\nEnergy Resources, Inc., Southern Company Energy Solutions, Inc., Southern\nNuclear Operating Company, Inc., Southern Energy, Inc. and other direct or\nindirect subsidiaries of The Southern Company and their past, present and future\nofficers, directors, employees, agents and attorneys. Nothing in this Waiver\nshall be construed to release claims or causes of action under the Age\nDiscrimination in Employment Act or the Energy Reorganization Act of 1974, as\namended, which arise out of events occurring after the execution date of this\nWaiver.\n\n In further exchange for the benefits I elect to receive, I understand\nand agree that I will respect the proprietary and confidential nature of any\ninformation I have obtained in the course of my service with the Company or any\nsubsidiary or affiliate of The Southern Company. I understand and agree that I\nam obligated to keep confidential and not disclose the terms of this Waiver,\nincluding, but not limited to, the benefits under this Plan, except to my\nattorneys, financial advisors, or except where such disclosure is required by\nlaw. However, nothing in this Waiver shall prohibit me from engaging in\nprotected activities under applicable law or from communicating, either\nvoluntary or otherwise, with any governmental agency concerning any potential\nviolation of the law.\n\n In signing this Waiver, I am not releasing claims to any vested or\naccrued benefits that I have under any workers' compensation laws or any\nretirement plan or welfare benefit plan within the meaning of the Employee\nRetirement Income Security Act of 1974, as amended, which is sponsored by or\nadopted by the Company and\/or any of its direct or indirect subsidiaries;\nhowever, I understand and acknowledge that nothing herein is intended to or\nshall be construed to require the Company to institute or continue in effect any\nparticular plan or benefit sponsored by the Company and the Company hereby\nreserves the right to amend or terminate any of its benefit programs at any time\nin accordance with the procedures set forth in such plans.\n\n\n In signing this Waiver, I realize that I am waiving and releasing,\namong other things, any claims to benefits under any and all bonus, severance,\nworkforce reduction, early retirement, outplacement, or any other similar type\nplan sponsored by the Company except for programs specifically designed for\nparticipants in the Plan.\n\n I have been encouraged and advised in writing to seek advice from\nanyone of my choosing regarding this Waiver, including my attorney, and my\naccountant or tax advisor. Prior to signing this Waiver, I have been given the\nopportunity and sufficient time to seek such advice, and I fully understand the\nmeaning and contents of this Waiver.\n\n I understand that I may take up to forty-five (45) calendar days to\nconsider whether or not I desire to enter this Waiver. I was not coerced,\nthreatened or otherwise forced to sign this Waiver. I have made my choice to\nsign this Waiver voluntarily and of my own free will.\n\n I understand that I may revoke this Waiver at any time during the seven\n(7) calendar day period after I sign and deliver this Waiver to the Company. If\nI revoke this Waiver, I must do so in writing delivered to the Company. I\nunderstand that this Waiver is not effective until the expiration of this seven\n(7) calendar day revocation period. I understand that upon the expiration of\nsuch seven (7) calendar day revocation period this entire Waiver will be binding\nupon me and will be irrevocable.\n\n I understand that by signing this Waiver I am giving up rights I may\nhave.\n\n IN WITNESS WHEREOF, the undersigned hereby executes this Waiver this\n\n______________ day of______________, in the year ________.\n\n \n \n\n --------------------------------\n Employee's signature\n\n \n --------------------------------\n Employee's printed name\n\n\n Acknowledged and Accepted by the Administrative Committee of the\nSouthern Company Executive Change in Control Severance Plan.\n\nBy: \n -----------------------------------\nDate: \n -----------------------------------\n\n\n\n\n\n Attachment to Exhibit A\n\nTO: All Eligible Employees under the Southern Company Executive Change in\n Control Severance Plan\n\nFROM: _____________________\n\nRE: ADEA Information Notice\n\nDATE: _____________________\n\n A severance plan known as the Southern Company Executive Change in\nControl Severance Plan (\"Plan\") has been approved and established by The\nSouthern Company, its affiliates and its direct and indirect subsidiaries\n(collectively the \"Company\"). You are eligible to participate in the Plan\nsubject to the terms of the Plan. In accordance with the Age Discrimination in\nEmployment Act (\"ADEA\"), the Company is providing you the following information\npertaining to eligibility and participation in the Plan.\n\no The purpose of the Plan is to provide benefits to certain key\n employees of The Southern Company and certain subsidiaries of The\n Southern Company (\"Employing Companies\") whose employment is\n terminated subsequent to a change in control of The Southern\n Company or their respective Employing Company.\n\no Each active regular employee of an Employing Company of Grade 10\n to 13 (or, if the Grade System is not used, $130,000 or more of\n annual base salary rate for the 12 month period immediately\n preceding the change in control) not covered by a collective\n bargaining agreement is generally eligible to participate in the\n Plan if, during the two year period following a change in control:\n (i) his employment is involuntarily terminated for reasons other\n than cause, or (ii) he voluntarily terminates employment for good\n reason.\n\no All eligible employees may receive severance benefits under the\n Plan by signing a Waiver and Release no later than 45 calendar\n days from the date it is received. The Waiver and Release will\n remain revocable by you for a seven day period after you sign it.\n\no Attached is a list sorted by job title and age of each employee\n eligible to participate in the Plan as well as a list of the ages\n of all employees in the same job classification who are not\n eligible to participate in the Plan.\n\n In furtherance of you making an informed decision, the Company urges\nyou to seek a financial advisor, legal counsel and a qualified tax advisor to\nassist you in fully understanding your rights and benefits under the plan and\nthe Waiver and Release that you will be required to sign to receive severance\nbenefits under the Plan.\n\n If you have any questions or need additional information, please call\nme at _______________.\n\nSincerely,\n\n\n----------------------\n[Name]\n\n\n----------------------\n[Title]\n\n\n\n\n\n\n ADEA INFORMATION NOTICE\n\n\n<\/pre>\n
\n\n———————————————————— ———————————————————
\n Job Title, Classification Age of
\n or Category of Eligible Employees Eligible Employees
\n———————————————————— ———————————————————
\n
\n———————————————————— ———————————————————
\n[List job classification, title or category of all [List corresponding age of each eligible employee]
\neligible employees]
\n———————————————————— ———————————————————
\n<\/c><\/s><\/caption>\n<\/table>\n\n\n———————————————————— ———————————————————
\n Job Title, Classification Age of
\n or Category of Ineligible Employees Ineligible Employees
\n———————————————————— ———————————————————
\n
\n———————————————————— ———————————————————
\n[List job classification, title or category of all [List corresponding age of each ineligible employee]
\nineligible employees]
\n———————————————————— ———————————————————<\/p>\n<\/c><\/s><\/caption>\n<\/table>\n
Exhibit B<\/p>\n
SOUTHERN COMPANY
\n EXECUTIVE CHANGE IN CONTROL
\n SEVERANCE PLAN<\/p>\n
Short Term Incentive Compensation Plans<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8237],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9539,9551],"class_list":["post-40559","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mirant-corp","corporate_contracts_industries-utilities__electric","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40559","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40559"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40559"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40559"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40559"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}