exhibit1059lgutermuth936






                                                                                                            July 9, 2018    Luanne Gutermuth  By Hand Delivery      Dear Luanne:           As you are aware, AltaGas Ltd. (“AltaGas”), WGL Holdings, Inc. (“WGL”) and Wrangler Inc.  previously entered into that certain Agreement and Plan of Merger dated as of January 25, 2017 (the  “Merger Agreement”), and the transactions contemplated under the Merger Agreement closed on July 6,  2018 (the “Closing Date”). We greatly value your dedication and contributions to the success of WGL and  its affiliates, including Washington Gas Light Company (the “Company”), and would like for you to   continue making valuable contributions going forward.  Accordingly, the Company is pleased to extend an   offer for you to continue your employment with the Company as Executive Vice President and Chief   Administrative Officer effective as of the Closing Date, as well as offer you the opportunity to earn a special   retention bonus on the terms and conditions set forth in this letter (this “Letter”).  Capitalized terms used in   this Letter but not defined in the body hereof are defined in Appendix A attached to this Letter.        A summary of the terms of your employment effective as of the Closing Date and the terms and conditions   of the special retention bonus are as follows:       1. Base Salary       Effective as of the Closing Date, your annualized base salary will be $479,000.00 (USD), subject to   applicable taxes and other withholdings as required by law or the policies of the Company. Going forward,   your salary will be reviewed at least annually and consistent with the process covering any other similarly   situated executive employee of the Company.      2. Benefits      During your employment with the Company from and after the Closing Date, you will be eligible to   participate in the employee benefit programs and plans sponsored and maintained by the Company and   made available to similarly situated employees from time to time, which, for the two-year period beginning   on the Closing Date, will be no less favorable, in the aggregate, than the employee benefit programs   sponsored and maintained by the Company in which you participated immediately prior to the Closing   Date, subject to the terms of the applicable programs and plans as in effect from time to time. You will also   be entitled to the fringe benefits and perquisites that are made available to other similarly situated employees   of the Company, each in accordance with and subject to the eligibility and other provisions of such plans   and programs as in effect from time to time.      In addition, and notwithstanding anything herein to the contrary, you will be eligible to participate in any   change in control severance plan that covers any other similarly situated executive employees of the   Company, and, for the two-year period beginning on the Closing Date, your participation in the following   plans shall continue with the same benefit accruals and on the same terms and conditions as in effect prior   to the date of this Letter:         •  Washington Gas Light Company Employees’ Pension Plan                                       CONFIDENTIAL                                  TERMS OF EMPLOYMENT   US 5570125  





 






                                                                                       •  Washington Gas Light Company Defined Contribution Supplemental Executive Retirement Plan,         as amended       •  Washington Gas Light Company Defined Benefit Restoration Plan, as amended       •  Washington Gas Light Company Defined Contribution Restoration Plan, as amended       3. Retention Bonus      In recognition of your continued service with the Company from the Closing Date through the end of the   two-year period immediately following the Closing Date (such two-year period, the “Retention Period”),   the Company is offering you a retention bonus in the aggregate amount of $1,557,800.00 (USD), less   applicable taxes and other withholdings and deductions as required by law or the policies of the Company   (the “Retention Bonus”), subject to the satisfaction of the terms and conditions of this Letter. The Retention   Bonus will be paid to you in cash in two installments, with the first payment, equal to 70% of the Retention   Bonus, occurring within 30 days of the first anniversary of the Closing Date, and the second payment, equal   to 30% of the Retention Bonus, occurring within 30 days of the second anniversary of the Closing Date, so   long as you remain continuously employed by the Company from the date of this Letter through the first   and second anniversary of the Closing Date, respectively, provided that this requirement shall not apply in  the event you experience a Qualifying Termination during the Retention Period (as described below).        You will not be eligible to receive the Retention Bonus (or any remaining portion thereof) if, during the  Retention Period, the Company terminates your employment for Cause or you resign your employment   with the Company other than for Good Reason.  In the event you experience a Qualifying Termination   during the Retention Period, the Company shall pay you the Retention Bonus (or remaining portion thereof)   in a single lump sum payment within 60 days following such Qualifying Termination.  Further, in the event   you experience a Qualifying Termination on or after the Closing Date, the Company will pay you the total   outstanding amount of your LTI award granted to you in October 2017 in accordance with the applicable   award agreement evidencing such LTI award, unless such LTI award has already been paid to you.      Payment of the Retention Bonus is subject to your compliance with, and you hereby agree that you will   abide by, the Company’s Policy of Post-Employment Restrictions (as amended herein), which is   incorporated herein by reference, and a copy of which is attached as Exhibit 2 to the Severance Plan. In   addition, as a condition to the receipt of the Retention Bonus (or any portion thereof), other than due to  your death, you must first execute and deliver to the Company (and not revoke in any time provided by the  Company to do so) a general release of claims (the “Release”), which Release shall be delivered to you no  later than seven days following the applicable anniversary of the Closing Date or your Qualifying  Termination, as applicable, and shall be substantially in the form attached to this Letter as Exhibit A   (subject to any changes that the Company determines are necessary or desirable as a result of changes in  applicable law), on or prior to each Release Expiration Date (the “Release Requirement”), which Release  shall release and discharge the Company, WGL, AltaGas, their respective affiliates, and each of the  foregoing entities’ respective owners, shareholders, partners, officers, managers, members, employees,  directors, attorneys, affiliates, subsidiaries, parent companies, successors and assigns (collectively, the  “Company Parties”) from any and all claims or causes of action arising out of your employment with the  Company or any other Company Party or, if applicable, the termination of such employment, and in either  case prior to your execution of the Release, other than claims relating to the right to receive the Retention   Bonus, to the benefits described in Sections 4.1(b) and 4.1(c) of that certain WGL Holdings, Inc. and  Washington Gas Light Company Change in Control Severance Plan for Certain Executives, as amended  (the “Severance Plan”), as described below, and to benefit entitlements under the programs described in  section 2 of this Letter, as well as claims that cannot be waived under applicable law and claims arising  after the day on which you execute the Release. For the avoidance of doubt, if you experience a Qualifying                                          2                                     CONFIDENTIAL                                  TERMS OF EMPLOYMENT  





 






                                                                                    Termination at any time during the two-year period following the Closing Date, you will receive your   benefits under Sections 4.1(b) and, if applicable, 4.1(c) of the Severance Plan, subject to your satisfaction   of the Release Requirement and your compliance with, and you hereby agree that you will abide by, the   Company’s Policy of Post-Employment Restrictions (and amended herein).      In exchange for the opportunity to receive the Retention Bonus, you hereby agree that, effective as of the   Closing Date, except as otherwise set forth herein, this Letter extinguishes all rights, if any, that you may   have and ever may have, contractual or otherwise, relating to or arising out of the Severance Plan, and you   expressly acknowledge and agree that, as of the Closing Date, the Company (and, as applicable, each other   Company Party) will have fully and finally satisfied all obligations that they have owed, and ever could   owe, pursuant to the Severance Plan, as all Company (and, as applicable, each other Company Party)   obligations under the Severance Plan shall be deemed fully and finally satisfied as of the Closing Date;   provided, however, that, notwithstanding the foregoing or anything to the contrary contained in this Letter,   you will continue to be eligible to receive the benefits described in Sections 4.1(b) and 4.1(c) of the   Severance Plan on the same terms and conditions and under the same circumstances you would have been   eligible to receive such benefits under the Severance Plan prior to your entry into this Letter. For the  avoidance of doubt, you acknowledge and agree that, except for any benefits you may be eligible to receive  pursuant to Sections 4.1(b) and 4.1(c) of the Severance Plan, the occurrence of the Closing Date (either   alone or in conjunction with other events) will not give rise to any rights to severance pay or benefits   pursuant to the Severance Plan, and that neither the Company nor any other Company Party will have   severance pay obligations to you upon or following the Closing Date. Notwithstanding the foregoing or   anything to the contrary herein, in the event you are or may be otherwise entitled to any right or benefit   pursuant to Section 4.5 of the Severance Plan, you will not be deemed to surrender or forfeit, and this Letter   shall not be deemed to terminate or extinguish, any such right or benefit, and Section 4.5 of the Severance   Plan shall remain applicable and in full force and effect.  For the avoidance of doubt, this includes, but is   not limited to, the right to receive a Gross-up Payment (as defined in the Severance Plan) under   circumstances where payments by the Company to you, under this or any other agreement or arrangement,   would exceed the limit for deductible payments under Section 280G of the Internal Revenue Code of 1986,   as amended (the “Code”), by 10% or more.  To the extent you are not entitled to a Gross-up Payment and   any payments by the Company to you under this Letter or any other agreement or arrangement with the   Company would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then  such payments shall be reduced (but not below zero) to the minimum extent necessary so that no portion of  such amounts received by you will be subject to the excise tax imposed by Section 4999 of the Code.  Such  reduction shall be made in a manner determined by the Company that is consistent with the requirements  of Section 409A of the Code and that maximizes your economic position and after-tax income; for the  avoidance of doubt, you shall not have any discretion in determining the manner in which the payments are  reduced.       4. Short-Term Incentive Plan      During the term that you are employed by the Company after the Closing Date, you will be eligible to   participate in WGL’s or the Company’s, as applicable, annual short-term incentive bonus plan, as in effect   from time to time (the “Bonus Plan”), which shall provide you with an opportunity to receive an annual,   fiscal-year bonus for (i) WGL the fiscal year beginning October 1 that includes the Closing Date, and (ii)   each complete fiscal year thereafter during which you are employed by the Company, based on corporate   and individual performance criteria determined in the discretion of the Board (or a designated committee   thereof) and in accordance with the terms of the Bonus Plan. Under the current Bonus Plan, and in your   current position, each annual bonus shall have a target amount equal to 60% of your then-current base   salary, which amount shall be prorated to reflect any WGL fiscal year that is less than 12 months, if   applicable. Any “Pro-Rata Bonus” (as such term is defined in the “Company Disclosure Schedules” to the                                         3                                     CONFIDENTIAL                                  TERMS OF EMPLOYMENT  





 






                                                                                    Merger Agreement) that is paid to you for the fiscal year in which the Closing Date occurs shall be applied   towards your annual bonus for such fiscal year as described in the preceding provisions of this paragraph.      5.  Long-Term Incentive Plan      During the term that you are employed by the Company after the Closing Date, you will be eligible to   receive annual grants under a long-term incentive plan (“LTIP”) for each complete fiscal year following   the Closing Date, as determined by the Board (or a designated committee thereof) in its discretion. It is   expected that your annual LTIP awards will have an aggregate value on the grant date equal to 110% of   your then-current base salary (determined without regard to vesting criteria and valued using generally   accepted accounting principles as of such date), which may include performance-based vesting criteria in  addition to a time-based vesting schedule. Your participation in the LTIP will be subject to, and governed  by, the terms and conditions set forth in the award agreements and other documents pertaining to any such  grants, including with respect to your continued employment with the Company, vesting milestones and  forfeiture and repurchase provisions, which terms and conditions will be consistent with LTIP awards made  to other similarly situated executives of the Company.    6.  At-Will Employment    Your employment with the Company will be for no specific period of time. Rather, your employment will  be “at-will,” meaning that you or the Company may terminate the employment relationship at any time,  with or without cause, and with or without notice and for any reason or no particular reason. Nothing in this  Letter provides a guarantee of employment for any particular time. Although your compensation and  benefits may change from time to time, the at-will nature of your employment may only be changed by an  express written agreement signed by an authorized officer of the Company.    7.  Post-Employment Restrictions     Effective as of the Closing Date, Section III.B.2. of the Company’s Policy of Post-Employment Restrictions  (the “Post-Employment Policy”), as it applies to you for purposes of this Letter shall be amended and   restated so that such Section III.B.2. of that Post-Employment Policy reads, in its entirety, as follows:             2.    Solicitation of Customers.  The solicitation of any customer or prospective               customer of WGL Holdings, Inc. and/or Washington Gas Light Company with               whom or which the executive had substantive contact regarding actual or              prospective business with the Company during the preceding year, or for whom              or which executive had direct or indirect responsibility, or about whom or which              the executive obtained Confidential Information, in each case, as an employee or              representative of WGL Holdings, Inc. and/or Washington Gas Light Company,              which solicitation is with the intent of soliciting business competitive to that of              WGL Holdings, Inc. and/or Washington Gas Light Company or diverting              business from WGL Holdings, Inc. and/or Washington Gas Light Company.    In addition, nothing in the Post-Employment Policy or this Letter will prohibit or restrict you from lawfully  (i) initiating communications directly with, cooperating with, providing information to, causing information  to be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency,  entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law;  (ii) responding to any inquiry or legal process directed to you individually from any such Governmental  Authorities; (iii) testifying, participating or otherwise assisting in an action or proceeding by any such  Governmental Authorities relating to a possible violation of law; or (iv) making any other disclosures that                                         4                                     CONFIDENTIAL                                  TERMS OF EMPLOYMENT  





 






                                                                                    are protected under the whistleblower provisions of any applicable law.  Additionally, pursuant to the   federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal   or state trade secret law for the disclosure of a trade secret that: (1) is made (A) in confidence to a federal,   state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the   purpose of reporting or investigating a suspected violation of law; or (2) is made to your attorney in relation   to a lawsuit for retaliation against you for reporting a suspected violation of law; or (3) is made in a   complaint or other document filed in a lawsuit or other proceeding, if such filing is made under  seal.   Nothing in this Letter requires you to obtain prior authorization before engaging in any conduct described  in this paragraph, or to notify WGL and/or the Company or any of their respective affiliates that you have  engaged in any such conduct.                         REMAINDER OF PAGE INTENTIONALLY BLANK                              SIGNATURE PAGE FOLLOWS                                             5                                     CONFIDENTIAL                                  TERMS OF EMPLOYMENT  





 






                                                                                                                                                                          This offer is open for your acceptance until the close of business on July 13, 2018.  Please sign  below to acknowledge your agreement and consent to the above terms and return this Letter to Adrian  Chapman, President & CEO.                                                       Yours sincerely,                                                                               WASHINGTON GAS LIGHT COMPANY                                                                                            By:   /s/ John F. Stark                                                             Name: John F. Stark                                                Title: Chairman                       /s/ Luanne Gutermuth                            Acknowledged and accepted on this 11th day of July, 2018.                                                                       SIGNATURE PAGE                                     CONFIDENTIAL                                  TERMS OF EMPLOYMENT  





 






                                                        Privileged & Confidential                                          APPENDIX A TO                                 TERMS OF EMPLOYMENT  US 5570125  





 






                                   APPENDIX A                           CERTAIN DEFINITIONS                  “Board” shall mean the Board of Directors of WGL, or any successor thereto.                  “Cause” shall mean (1) your willful and continued failure to substantially perform your  duties with the Company (other than any such failure from incapacity due to physical or mental  illness) after a written demand for substantial performance is delivered to you by the Board or, with  respect to officers other than the Chief Executive Officer of WGL, by the Chief Executive Officer  of WGL, which specifically identifies the manner in which the Board (or the Chief Executive  Officer of WGL, if applicable) believes you have not substantially performed such duties; (2) your  willful engagement in illegal conduct or gross misconduct, which is materially and demonstrably  injurious to the Company; (3) your engagement in reckless misconduct resulting in material  financial or non-financial harm to the Company; or (4) your conviction of, or plea of guilty or nolo  contendere to, a crime involving your personal enrichment (including, but not limited to, securities  violations).          For purposes of this definition, no act or failure to act shall be considered “willful” unless it is done,  or omitted to be done, by you in bad faith or without reasonable belief that the action or omission  was in the best interests of the Company. An act may be determined to be injurious to the Company  even if it causes no monetary injury. Any act, or failure to act, based upon authority given pursuant  to a resolution duly adopted by the Board or based upon the advice of counsel for the Company  shall conclusively presumed to be done, or omitted to be done, in good faith and in the best interests  of the Company          “Good Reason” shall mean any termination of employment by you that is not initiated by  the Company and that is caused by any one or more of the following events which occurs during  the Retention Period:       1. Without your written consent, assignment to you of any duties inconsistent in any material        respect with your then-current position, duties or responsibilities, or any other action by        the Company which, in your reasonable judgment, would cause you to violate your ethical        or professional obligations (after you have provided written notice of such judgment to the        Board and the Company has been given a 30-day period within which to cure such action),        or which results in a significant diminution in such position, duties or responsibilities;             2. Without your written consent, being required to relocate to a principal place of employment        that is both more than 35 miles from your existing principal place of employment, and        farther from your current residence than your existing principal place of employment; or             3. Without your written consent, the Company materially reduces your base salary rate or        target bonus opportunity (although the setting of goals that are perceived to be more        difficult will not be considered such a reduction), or materially reduces the aggregate value        of other incentives and retirement opportunity as determined by a third party consulting        firm of international stature based on accepted methodologies for determining such value,        or fails to allow you to participate in all welfare benefit plans, incentive, savings and        retirement plans, fringe benefit plans and vacation benefits applicable to other senior        executives.                                            APPENDIX A TO                               TERMS OF EMPLOYMENT  





 






            Notwithstanding the foregoing provisions of this definition, any assertion by you of a  resignation for Good Reason shall not be effective unless all of the following conditions are  satisfied: (A) you have provided written notice to the Company of the existence of the condition(s)  providing grounds for your resignation for Good Reason within 30 days of the initial existence of  such condition; (B) the condition(s) specified in such notice must remain uncorrected for 30 days  following the Company’s receipt of such written notice; and (C) the date of your termination of  employment must occur within 60 days after the initial existence of the condition(s) specified in  such notice.                 “Permanent Disability” shall mean, to the extent consistent with Section 409A of the Code,  a mental or physical condition which constitutes a “Disability” as set forth in the Washington Gas  Light Company Employees’ Pension Plan, provided that such disability is expected to result in  death or can be expected to last for a continuous period of not less than 12 months.          “Qualifying Termination” shall mean the termination of your employment with the   Company by the Company without Cause, your resignation from the Company for Good Reason,   or the termination of your employment with the Company due to your death or Permanent   Disability.            “Release Expiration Date” shall mean the date that is 21 days following each date upon   which the Company delivers a Release to you (which shall occur (1) no later than seven days   following each of the first and second anniversary dates of the Closing Date if you continue your   employment through each such date and (2) in the event you experience a Qualifying Termination   (other than due to your death) during the Retention Period, no later than seven days following the   date of such Qualifying Termination).  Notwithstanding the foregoing, in the event the Company   delivers the Release to you because you experience a Qualifying Termination (other than due to   your death) and if such Qualifying Termination is “in connection with an exit incentive or other   employment termination program” (as such phrase is defined in the Age Discrimination in   Employment Act of 1967, as amended), then the “Release Expiration Date” shall mean the date   that is 45 days following such delivery date.                                    APPENDIX A TO                               TERMS OF EMPLOYMENT