staebler






                                                                                                                     PRIVILEGED & CONFIDENTIAL    Douglas A. Staebler  By Hand Delivery    August 1, 2018      Dear Doug,     As you are aware, AltaGas Ltd., WGL Holdings, Inc. (“WGL”) and Wrangler Inc. previously  entered into that certain Agreement and Plan of Merger dated January 25, 2017 (the “Merger  Agreement”), and the transactions contemplated under the Merger Agreement closed on July 6,  2018.  We greatly value your dedication and contributions to the success of WGL and its affiliates  and would like you to continue making valuable contributions going forward.  Accordingly,  Washington Gas Light Company (the “Company”) is pleased to offer you the opportunity to earn a  special cash retention bonus (the “Retention Bonus”) on the terms and conditions set forth in this  letter (this “Letter”).      1. Retention Period and Payment Schedule Dates.  The “Retention Period” means the period from     July 7, 2018 through July 6, 2020. Payments with respect to the Retention Bonus will be made     to you on the following dates (each, a “Payment Schedule Date,” and collectively, the “Payment     Schedule Dates”): (a) July 6, 2019 (the “First Payment Schedule Date”) and (b) July 6, 2020     (the “Second Payment Schedule Date”).       2. Retention Bonus Amount.  The Retention Bonus will be payable in two equal installments, in     the aggregate amount of $732,000.00, less applicable taxes and other withholdings and     deductions as required by law or the policies of the Company.  The Retention Bonus will be     payable as follows, subject to satisfaction of the conditions set forth below:                a. Fifty percent (50%) of the Retention Bonus will be paid to you within 30 days after the           First Payment Schedule Date; and         b. Fifty percent (50%) of the Retention Bonus will be paid to you within 30 days after the           Second Payment Schedule Date.       3. Retention Bonus Conditions.  In order for you to become entitled to receive any portion of the     Retention Bonus, all of the following conditions must be met.           a. Except as specifically set forth below, you must remain actively and continuously            employed by the Company from the date of this Letter (the “Effective Date”) through            the applicable Payment Schedule Date.         b. You must perform, in all aspects of your employment, in a manner fully satisfactory to            the Company and demonstrate leadership necessary to support the Company’s stated            business objectives.          c. You must keep the contents of this Letter strictly confidential. Unless otherwise            compelled or specifically authorized by law, you may share information about this            Letter only with your spouse, your legal and/or tax consultant(s), and (subject to the            prior written approval of the Company’s Executive Vice President and Chief            Administrative Officer) individuals within the Company with a strict need to know.  





 






          You further agree that, to the extent you disclose information relating to this Letter to            any of the foregoing individuals, you will first advise them of their obligation to treat            as confidential all such information.         d. You must satisfy the release requirements of Section 10 of this Letter.  4. Payment and Contingencies.           a. You will receive the applicable portion of the Retention Bonus only if all of the            entitlement conditions set forth in Section 3 above are met. Without limitation, you            acknowledge that your failure, at any time, to comply with the confidentiality            provisions in Section 3.c. above will constitute a breach of your obligations to the            Company and of the terms and conditions of this Letter, which automatically            disqualifies you from Retention Bonus eligibility and requires forfeiture and            repayment to the Company of any Retention Bonus payment that may have been made            to you (less the amount of taxes previously withheld by the Company in respect of            such Retention Bonus payment).  Repayment must be made within 30 days of the            Company’s notice to you of such repayment obligation.          b. If you resign for any or no reason or abandon your job (i.e., fail to report to work for            three days without notice or manager approval), or if your employment is terminated            for Cause or due to your disability (as determined in good faith by the Company), in            each case, prior to the First Payment Schedule Date or the Second Payment Schedule            Date, as applicable, you will not be eligible to receive the portion of the Retention            Bonus payable on such Payment Schedule Date.  For purposes of this Letter, “Cause”            means any of your: (i) commission of any criminal act; (ii) commission of any act that            does not rise to the level of a criminal act, but which involves negligence,            insubordination, harassment, dishonesty, or a violation of the WGL Code of Conduct            or other corporate policies; (iii) unauthorized use or disclosure of confidential            information, trade secrets or other proprietary information of the Company and its            affiliates; (iv) continuing failure to perform the duties, functions or responsibilities of            your position as determined by the Company, in good faith, in its sole discretion; or            (v) other misconduct, action or omission which has or could have an adverse effect            upon the business of the Company or its affiliates, as determined by the Company, in            good faith, in its sole discretion.         c. Should you be unable to work during a portion of the first year or the second year of            the Retention Period due to a protected leave of absence, or should your employment            be terminated by the Company prior to the expiration of the Retention Period without            Cause (excluding any termination due to your disability, as determined in good faith            by the Company) or due to your death (each of the foregoing terminations of            employment described in this Section 4.c., a “Qualifying Termination”), you or your            estate, as applicable, will be eligible to receive a prorated Retention Bonus for that            year. The amount of any prorated Retention Bonus will be calculated based on the            ratio of the number of days you worked during the applicable year to the total number            of work days in that year and paid within 30 days after the Payment Schedule Date            applicable to such year; provided, however, that, in the case of a Qualifying            Termination, payment of such prorated Retention Bonus shall be made on the earlier            of (i) within 60 days after the Payment Schedule Date applicable to such year, or (ii)            March 15 of the calendar year following the calendar year in which such termination            occurs. For the avoidance of doubt, if you do not return to employment after the First            Payment Schedule Date, you shall not be eligible for any portion of the Retention            Bonus payable on the Second Payment Schedule Date.   





 






          d. If you experience a Change in Control Termination, as defined in the WGL Holdings,               Inc. and Washington Gas Light Company Change in Control Severance Plan for               Certain Executives (the “Change in Control Severance Plan”), during the Retention               Period, any severance you receive under the Change in Control Severance Plan will               be reduced by the gross amount of any Retention Bonus payment (or portion thereof)               you have received (or are entitled to receive) hereunder.       5. Covenant Not to Compete and Non-Solicitation.  Commencing with the Effective Date, during the     term of your employment with the Company or any of its affiliates, you agree that you will not,     without the prior written consent of the Company, directly or indirectly, (a) provide services to any     enterprise that provides, sells or seeks to provide or sell energy, energy services or energy related     services or utility services, either as owner, principal, officer, agent, director, employee, consultant,     or independent contractor, within the United States or any geographic region in which the Company     or any of its affiliates has or is currently conducting or considering conducting business, or (b)     induce or attempt to induce any employee or independent contractor of the Company or any of its     affiliates to become employed by or perform services for any other entity or hire any such individual     (with the restrictions in this clause (b) also applicable to individuals who were employed by or     providing services to the Company or any of its affiliates within the 12-month period preceding the     conduct in question).  If you are laid off by the Company or any of its affiliates, as applicable, then     this covenant not to compete and non-solicitation obligation will apply after your termination of     employment for as long as you continue to receive severance compensation and/or benefits from     any such entity.  In addition, payment of the Retention Bonus is subject to your compliance with,     and you hereby agree that you will abide by, the Post-Employment Policy (as defined below and     amended herein), which is incorporated herein by reference, and a copy of which is attached as     Exhibit 2 to the Change in Control Severance Plan.           6. Reservation of Rights.  At all times, the Company has the sole and exclusive authority to interpret     the terms and conditions governing the Retention Bonus, and any disputes concerning the Retention     Bonus shall be resolved by the Executive Vice President and Chief Administrative Officer, whose     decision shall be final and binding. This Letter is not a guarantee or contract of employment for any     specified period of time, and the Company reserves the right at any time to take any and all     employment actions as the applicable entity deems appropriate. The Company reserves the sole     discretion to revise the terms and/or conditions of this Letter, provided that no such revision will be     materially adverse to you, without your written consent.            7. Other Benefits.  Any Retention Bonus paid hereunder is a special incentive payment to you and will     not be taken into account in computing the amount of salary or compensation for purposes of     determining any bonus, incentive, pension, retirement, death or other benefit under any other bonus,     incentive, pension, retirement, insurance or other employee benefit plan of the Company or its     affiliates, notwithstanding any plan or agreement provision which provides otherwise.           8. Section 409A.  Although the Company and its affiliates do not guarantee the tax treatment of any     Retention Bonus potentially payable under this Letter, the intent of the parties is that any paid     Retention Bonus be exempt from or compliant with Section 409A of the Internal Revenue Code of     1986, as amended (the “Code”), and applicable regulations and guidance thereunder, and this Letter     will be interpreted in a manner consistent with that intent.             9. Assignment; Successors.  Other than your rights under this Letter which are assignable by you to     your estate, this Letter is personal to each of the parties hereto.  Except as provided in this Section     9, no party may assign or delegate any rights or obligations hereunder without first obtaining the     advanced written consent of the other party hereto.  The Company may assign this Letter to a person  





 






   or entity that is an affiliate of the Company or to any successor to all or substantially all of the     business and/or assets of the Company that assumes in writing, or by operation of law, the     obligations of the Company hereunder.       10. Release.  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 Payment Schedule Date or     your Qualifying Termination, on or prior to each Release Expiration Date (as defined below), which     Release shall release and discharge the Company and its affiliates, and each of their 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 or claims that cannot be waived under applicable law and claims arising after     the day on which you execute the Release.  For purposes of this Letter, “Release Expiration Date”     shall mean the date that is 21 days following each date upon which the Company delivers a Release     to you; provided, however, that, 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.          11. Severability; Entire Agreement.  In the event that any provision of this Letter will be illegal or     invalid for any reason, said illegality or invalidity will not affect the remaining parts hereof, but this     Letter will be construed and enforced as if such illegal and invalid provision never existed.  Except     as specifically contemplated herein, this Letter constitutes the entire agreement by you and the     Company with respect to the subject matter hereof and supersedes any and all prior agreements or     understandings between you and the Company with respect to the subject matter hereof, whether     written or oral.          12. Governing Law; Waiver of Jury Trial.  This Letter and any claim, controversy or dispute arising     under or related to this Letter or the relationship of the parties will be governed by and construed in     accordance with the laws of the Commonwealth of Virginia without giving effect to any choice of     law or conflict of law rules or provisions (whether of the Commonwealth of Virginia or any other     jurisdiction) that would cause the application of the laws of any jurisdiction other than the     Commonwealth of Virginia.  In addition, you and the Company hereby waive any right you or it     may have to trial by jury in respect of any litigation based on, arising out of, under or in connection     with this Letter or any course of conduct, course of dealing, verbal or written statement or action of     any party hereto.             13. Section 280G Adjustment.  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     Change in Control 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     Change in Control 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 Change in Control Severance Plan) under circumstances where payments by the     Company to you, under this Letter or any other agreement or arrangement, would exceed the limit     for deductible payments under Section 280G of 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.       14. Post-Employment Restrictions. Effective as of the Effective 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 (a) 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; (b) responding to any inquiry or legal process directed to     you individually from any such Governmental Authorities; (c) testifying, participating or otherwise     assisting in an action or proceeding by any such Governmental Authorities relating to a possible     violation of law; or (d) making any other disclosures that 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       





 






     We look forward to your continued contributions. If you agree to the terms of this Letter, please  sign the acknowledgement that accompanies this Letter and return it to me no later than August 10,  2018.                                              Sincerely,                                                                                                                                    WASHINGTON GAS LIGHT COMPANY                                                                                                                                    By:  /s/ John F. Stark                                            Name: John F. Stark                                            Title: Chairman                                                                                        ACKNOWLEDGED:    I have reviewed this Letter which sets forth the terms and conditions relating to the Retention  Bonus offered by the Company.   I understand its contents, and agree to abide by the terms and  conditions herein.      /s/ Douglas A. Staebler    8/15/18  Signature      Date      Douglas A. Staebler  Name