{"id":43391,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-matters-agreement-southern-co-and-southern-energy.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-matters-agreement-southern-co-and-southern-energy","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/employee-matters-agreement-southern-co-and-southern-energy.html","title":{"rendered":"Employee Matters Agreement &#8211; Southern Co. and Southern Energy Inc."},"content":{"rendered":"<pre>                             FIRST AMENDMENT TO THE\n                           EMPLOYEE MATTERS AGREEMENT\n                          BETWEEN THE SOUTHERN COMPANY\n                            AND SOUTHERN ENERGY, INC.\n\n         THIS FIRST  AMENDMENT TO THE  EMPLOYEE  MATTERS  AGREEMENT  BETWEEN THE\nSOUTHERN  COMPANY AND  SOUTHERN  ENERGY,  INC.  (the  \"Agreement\"),  is made and\nentered  into by and  between  The  Southern  Company  (\"Southern\"),  a Delaware\ncorporation,   and  Southern  Energy,  Inc.  (\"Southern   Energy\"),  a  Delaware\ncorporation  (collectively,  the \"Parties\").  The capitalized terms used in this\nFirst  Amendment  shall  have  the  same  meaning  as in the  Agreement,  unless\notherwise indicated herein.\n\n                               W I T N E S S E T H\n                               - - - - - - - - - -\n\n         WHEREAS, Sections 11.07 of the Agreement provides that the Parties may,\nby mutual agreement, amend the provisions of the Agreement at any time or times,\neither prospectively or retroactively; and\n\n         WHEREAS,  the Parties  desire to amend the Agreement to change the date\non which  Southern  Energy will cease  participation  in the  Southern  Deferred\nCompensation  Plan,  from the  Group  Status  Change  Date to such  dates as the\nParties mutually agree; and\n\n         WHEREAS,  the Parties  desire to amend the Agreement to change the date\non which  Southern  Energy  will cease  participation  in the  Southern  Company\nMedical Reimbursement Plan and the Southern Company Dependent Care Reimbursement\nPlan, from the Group Status Change Date, to midnight, December 31, 2000; and\n\n         NOW,  THEREFORE,  effective  as of December 1, 2000,  the  Agreement is\namended as follows:\n                                       1.\n\n         Section  5.02 of the  Agreement  is hereby  deleted in its entirety and\nreplaced with the following:\n\n                  (a)  Establishment  of Southern Energy  Deferred  Compensation\n         Plan.  Upon such date as  Southern  and  Southern  Energy may  mutually\n         agree,  Southern  Energy may  establish  the Southern  Energy  Deferred\n         Compensation  Plan which shall be comparable  to the Southern  Deferred\n\n\n\n         Compensation Plan. As of the Group Status Change Date,  Southern Energy\n         shall  assume all  Liabilities  to or relating to the  Southern  Energy\n         Employees  under the Southern  Deferred  Compensation  Plan.  As of the\n         Group Status Change Date,  Southern shall assume all  Liabilities to or\n         relating  to  Southern  Energy  Retired  Employees  under the  Southern\n         Deferred Compensation Plan.\n\n                  (b)  Participation in Deferred Compensation  Plans.   Eligible\n         Southern  Energy  Employees   determined   in  accordance  with   the\n         requirements of ERISA shall only be  eligible  to  participate  in  the\n         Southern Energy Deferred Compensation Plan.\n\n                                       2.\n\n         Section  6.01(a) of the  Agreement is hereby  amended by replacing  the\nterms \"Subsection 6.01(b)\" with the term \"Subsections 6.01(b) and (d).\"\n\n                                       3.\n\n         A new Subsection 6.01(d) is added to the Agreement as follows:\n\n                  (d)  TaxSaver   Plans.   Notwithstanding   the  provisions  of\n         Subsection  6.01(a),  Southern  shall retain all  Liabilities  incurred\n         through midnight,  December 31, 2000 under the Southern Company Medical\n         Reimbursement  Plan (the \"Southern MRP\") and under the Southern Company\n         Dependent Care Reimbursement Plan (the \"Southern DCRP\"), whether or not\n         claims are filed before such date,  by or on behalf of Southern  Energy\n         Employees. Effective as of midnight, December 31, 2000, Southern Energy\n         Employees  shall not be eligible to  participate in the Southern MRP or\n         the Southern  DCRP,  but shall be eligible to participate in comparable\n         plans  established by Southern Energy.  Southern Energy shall be deemed\n         to have  established  and  assumed  administrative  responsibility  for\n         medical and dependent care spending  account plans effective  midnight,\n         December 31, 2000.\n\n                                       4.\n\n         Section  6.03(a)(i)  of the  Agreement  is  amended to delete the first\nsentence thereof and replace it with the following sentence:\n\n         With  respect to Southern  Health and Welfare  Plans in which  Southern\n         Energy Employees participate on the Group Status Change Date, as of the\n         Group  Status  Change  Date,  Southern  Energy shall cause the Southern\n         Energy  Health and Welfare  Plans to maintain  comparable  coverage and\n         contribution  elections  made by Southern  Energy  Employees  under the\n         Southern  Health and Welfare Plans and apply such  elections  under the\n         Southern  Energy  Health and  Welfare  Plans for the  remainder  of the\n         period  or  periods  for  which  such  elections  are  by  their  terms\n         applicable.\n\n\n                                       5.\n\n         Subsection 6.03(c) of the Agreement is deleted in its entirety.\n\n                                       6.\n\n         All  parts  of the  Agreement  not  inconsistent  herewith  are  hereby\nratified and affirmed.\n\n\n\n         IN WITNESS  WHEREOF,  each of the Parties hereto have caused this First\nAmendment to be executed on its behalf by its officers thereunto duly authorized\non the day and year first above written.\n\n\n                                            THE SOUTHERN COMPANY\n\n\n                                            By: ________________________________\n                                            \n                                            Its: _______________________________\n\n\n\n\n                                            SOUTHERN ENERGY, INC.\n\n                                            By: ________________________________\n\n                                            Its: _______________________________\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8237,8872],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9622,9628],"class_list":["post-43391","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mirant-corp","corporate_contracts_companies-southern-co","corporate_contracts_industries-utilities__electric","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43391","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=43391"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43391"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43391"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43391"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}