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NI > SEC Filings for NI > Form 8-K on 6-Jan-2014All Recent SEC Filings

Show all filings for NISOURCE INC/DE

Form 8-K for NISOURCE INC/DE


6-Jan-2014

Entry into a Material Definitive Agreement, Change in Directors or Principal Offi


ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

NiSource Inc. ("NiSource") has entered into a revised form of its Change in Control and Termination Agreement (the "Revised Agreement") effective December 30, 2013 with each of the following named executive officers: Robert C. Skaggs, Jr., President and Chief Executive Officer; Stephen P. Smith, Executive Vice President and Chief Financial Officer; Carrie J. Hightman, Executive Vice President and Chief Legal Officer; and Joseph Hamrock, Executive Vice President and Group Chief Executive Officer of NiSource Gas Distribution. The Revised Agreements replace previous Change in Control and Termination between NiSource and such named officers.

The key changes in the Revised Agreements are as follows. First, the Revised Agreement eliminates the grandfathered excise tax gross-up provision that was previously available to certain executive officers. Instead, all the Revised Agreements now have a "net benefits" provision that provides that, in the event of a change in control, the executive's total change in control payments will be capped at one dollar less than the amount that would trigger an excise tax, unless the total payments due, after being reduced for federal, state, local, and other taxes, would be greater than the capped amount, in which case the executive will receive the total payments due (without any tax gross-up). In addition, the Revised Agreements (i) provide for renewal annually instead of every two years, (ii) add material breach of the Revised Agreements by NiSource to the definition of "Good Reason"; and (iii) modify the vesting provision to provide that the terms of the 2010 Omnibus Incentive Plan and equity award agreements awarded thereunder will govern vesting and payment in the event of the executive's termination of employment as a result of a change in control.

The foregoing description of the new form of Change in Control and Termination Agreement is qualified in its entirety by reference to the form of agreement that is filed as an exhibit to this report and incorporated herein by reference.



ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit
Number                               Description

99.1      Form of NiSource Inc. Change In Control and Termination Agreement


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