DETERMINES ADDITIONAL
TIME, NOT EXCEEDING 60 DAYS, IS NEEDED, AND SO NOTIFIES THE PARTICIPANT.
IN THE
CASE OF AN ADVERSE BENEFIT DETERMINATION, THE DECISION SHALL SET FORTH, IN A
MANNER CALCULATED TO BE UNDERSTOOD BY THE CLAIMANT, THE SPECIFIC REASONS FOR THE
ADVERSE DETERMINATION, REFERENCE TO THE SPECIFIC POLICY PROVISIONS ON WHICH THE
DETERMINATION IS BASED, A STATEMENT THAT THE CLAIMANT IS ENTITLED TO RECEIVE
UPON REQUEST AND FREE OF CHARGE, REASONABLE ACCESS TO, AND COPIES OF, ALL
DOCUMENTS, RECORDS, AND OTHER INFORMATION RELEVANT TO THE CLAIM FOR BENEFITS,
AND A STATEMENT OF THE CLAIMANT'S RIGHT TO BRING AN ACTION UNDER
SECTION 502(A) OF ERISA.
8.3
VALIDITY AND SEVERABILITY.
THE INVALIDITY
OR UNENFORCEABILITY OF ANY PROVISION OF THE POLICY SHALL NOT AFFECT THE VALIDITY
OR ENFORCEABILITY OF ANY OTHER PROVISION OF THE POLICY, WHICH SHALL REMAIN IN
FULL FORCE AND EFFECT, AND ANY PROHIBITION OR UNENFORCEABILITY IN ANY
JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
8.4
GOVERNING LAW.
THE VALIDITY,
INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THE POLICY SHALL IN ALL RESPECTS
BE GOVERNED BY THE LAWS OF MINNESOTA, WITHOUT REFERENCE TO PRINCIPLES OF
CONFLICT OF LAW, EXCEPT TO THE EXTENT PRE-EMPTED BY FEDERAL LAW. TO THE EXTENT
APPLICABLE, THE PLAN SPONSOR INTENDS THE POLICY TO COMPLY WITH SECTION 409A OF
THE CODE.
8.5
WITHHOLDING.
THE CORPORATION OR OTHER
APPLICABLE EMPLOYER MAY WITHHOLD FROM ANY AND ALL AMOUNTS PAYABLE UNDER THIS
POLICY ALL FEDERAL, STATE, LOCAL AND FOREIGN TAXES THAT MAY BE REQUIRED TO BE
WITHHELD BY APPLICABLE LAWS OR REGULATIONS.
18
Xcel Energy Inc.
By:
Richard C. Kelly
Chairman and CEO
19
SCHEDULE I
Participants
Employee Name
Tier
Severance Multiple
Change-in-Control
Multiple
Fowke III, Benjamin
1
1
3
Gogel, Raymond
1
1
3
Hart, Cathy
1
1
3
Kelly, Richard
1
1
3
Madden, Teresa
2
1
2
Sparby, David
2
1
2
Tyson II, George
2
1
2
Wilks, David
1
1
3
Bonavia, Paul
*
Connelly, Michael
1
1
3
*
Paul Bonavia shall not be a Participant in the Policy for
purposes of entitlement to Separation Benefits in accordance with Section 4.3 by
reason of ceasing to be an Employee in circumstances as provided in
Section 4.2(a), but shall be a Participant for purposes of the remaining
provisions of the Policy. Notwithstanding any other provision of the Policy to
the contrary, including but not limited to Sections 4.2, 4.3 or 4.4, a cash
payment made under section 4.4 (by incorporation of Section 4.3(b)) shall not be
paid to Mr. Paul Bonavia until the first day of the seventh month following his
date of termination or on his earlier death.
EXHIBIT A
FORM OF RELEASE AGREEMENT
THIS AGREEMENT is entered into this _____ day of ____________, 20__ by and
between Xcel Energy Inc. (the "Company"), a Minnesota corporation, and
________________________ (the "Participant").
WHEREAS, the Participant has become entitled to receive Separation Benefits
under the Xcel Energy Senior Executive Severance and Change-in-Contract Policy
(the "Policy") on the condition that