ENBRIDGE INC. (OTCMKTS:EBGUF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July25, 2018, Enbridge Inc., Enbridge Employee Services,Inc. (the “Company”) and William T. Yardley entered into an employment agreement memorializing the terms of Mr.Yardley’s employment as President, Gas Transmission& Midstream (the “Employment Agreement”).
The Employment Agreement provides that in the event Mr.Yardley’s employment is terminated (A)by the Company without Cause or due to Mr.Yardley’s disability or (B)by Mr.Yardley for Good Reason (as each such term is defined in the Employment Agreement), Mr.Yardley would be entitled to receive (1)a lump sum severance payment equal to two (2)times the sum of his (x)annual salary and (y)the average of the short-term incentive awards paid in the immediately preceding two years, (2)a pro-rated short term incentive award for the year of termination, based on the actual level of performance achieved in the immediately preceding year, (3)a cash payment equal to two (2)times the amount of his annual flexible perquisite allowance provided as of immediately prior to the termination date, (4)a payment in respect of the amounts Enbridge Inc. would have allocated or contributed to his tax-qualified benefit pension plan and defined contribution savings plan accounts during the two years following the date of termination, (5)reimbursement of up to US$20,000 for financial and/or career counseling assistance and (6)with respect to any unvested stock options held as of the termination date, a cash amount in respect of the excess (if any) of the fair market value of Enbridge Inc. common shares over the exercise price of such options; provided that payment of such amounts would be subject to Mr.Yardley’s execution and non-revocation of a general release of claims in favor of Enbridge Inc., the Company and their respective affiliates.
to the Employment Agreement Mr.Yardley is bound by a perpetual confidentiality covenant, one-year post-termination non-competition and customer non-solicitation covenants and a two-year post-termination employee non-recruitment covenant. Further, the Employment Agreement provides that each of Mr.Yardley and Enbridge Employee Service,Inc. are bound by a mutual non-disparagement covenant.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreements filed as Exhibit10.1 to this Current Report on Form8-K, which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.