exv10w2



 






CONFIDENTIAL




Exhibit 10.2




SENT VIA FACSIMILE



March 15, 2005




CONFIDENTIAL




Mr. Christopher A. Helms

8521 Burkhart Road

Houston, TX 77055



Dear Chris:


On behalf of the NiSource Corporate Services Company, this confirms our offer to you for employment
as the President-Pipelines, beginning April 1, 2005. This letter does not constitute an offer of a
contract of guaranteed employment; if you accept this offer, you will be an employee at will. The
terms of the offer are as follows:



Position: You will report to Bob Skaggs, President, NiSource Inc.



Compensation: Your annual base salary will be $475,000, payable monthly. Adjustments to
base salary may be made periodically.



Short Term Incentive: Your annual incentive opportunity under the NiSource Inc. 2004
Annual Incentive Plan will be based on a target of 65% of base pay. The payment of the short-term
incentive is dependent upon Company performance, your own performance and your status as an
employee in good standing. Actual payment may be greater than or less than the 65%, based on a
combination of the stated factors. Annual incentive plans are determined each year based on
business objectives and market conditions. You are guaranteed a minimum payment of $100,000 in
2006, at the time bonuses are generally paid.



Long Term Incentive: You will also have the opportunity to participate in a long-term
incentive compensation program, under the NiSource Inc. 1994 Long Term Incentive Plan, as amended,
in an amount and structure approved at today’s meeting of the Officer Nomination and Compensation
Committee of the Board. The value of the initial grant is $100,000 in the form of non-qualified
stock options.



You will also receive a grant in the form of long term incentive compensation under the Nisource
Inc. 1994 Long Term Incentive Plan, as amended, of $200,000 current value. This long term
incentive is structured in the form of restricted stock, authorized by action of the Board with an
effective date of the grant as your hire date.



Details of the Long Term Incentive Plan will be delivered to you upon your acceptance of
employment.




 









 








Mr. Christopher A. Helms

March 15, 2005

Page 2


Restricted Stock: You will receive a step-in grant of restricted stock equal to $200,000
in value, with restrictions to lapse three years from the date of the grant. Vesting of this grant
will be dependent upon achievement of specific performance objectives, as agreed to and documented
between you and Bob Skaggs within 30 days of your start date.



Change in Control: If a Change in Control, as defined under the terms of the NiSource Inc.
Change in Control Agreements, occurs prior to April 1, 2006, you will receive a lump-sum payment of
one year of base pay, target bonus and vesting of the long term incentive plan grants then in
effect. During the period beginning April 1, 2006
and ending April 1, 2007; for each month you continue to work for NiSource Inc., your lump sum
payment under the Change in Control will be increased by one month’s value, to a maximum value of
two years of base pay and target bonus. This payment is in lieu of benefits under the NiSource
Executive Severance Policy. If you terminate your employment voluntarily prior to April 1, 2007,
the Company will not be obligated to pay any incentives which are unpaid at the time of your
voluntary termination, including but not limited to, long term incentive plan payments.



Vacation: You will receive four weeks of paid vacation per year, beginning with 2005.



Relocation: Your relocation to the Chicago area will be covered as described in the policy
previously provided to you.



Policies. You are expected to familiarize yourself with and observe all Company policies.
During the course of your employment with the Company, you will have access to confidential and
proprietary information of the Company. You agree to maintain the confidentiality of such
information, both during and after your employment.



To acknowledge your acceptance of this offer, please sign and return one copy of this letter to me
by March 18, 2005. Feel free to use a fax for your initial response and follow-up with your
original acceptance letter by mail.



I’m delighted with your commitment to join us at NiSource. We are confident that a mutually
beneficial relationship can be established between you and the other members of our management team
at NiSource. Please feel free to contact me to discuss any questions you may have. We look
forward to your acceptance.




	 	 	 
	 

	 	Sincerely,
	 
	 	 
	 

	 	/s/ LaNette Zimmerman
	 
	 	 
	 

	 	LaNette Zimmerman

	 

	 	Executive Vice President
	 

	 	Human Resources and Communications






	 	 	 
	/s/ Christopher A. Helms

	 	March 15, 2005
	 

	 	 
	Christopher A. Helms

	 	Date