AGREEMENT.
NEITHER PARTY HAS
RELIED UPON ANY REPRESENTATIONS OR STATEMENTS MADE BY THE OTHER PARTY HERETO
WHICH ARE NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.
10.
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION HEREOF BECOMES OR
IS DECLARED BY A COURT OF COMPETENT JURISDICTION TO BE ILLEGAL, UNENFORCEABLE OR
VOID, THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT WITHOUT SAID
PROVISION.
11.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE EMPLOYMENT AGREEMENT AND
THE AGREEMENTS AND PLANS REFERENCED THEREIN REPRESENT THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE COMPANY AND EXECUTIVE CONCERNING EXECUTIVE'S
SEPARATION FROM THE COMPANY, AND SUPERSEDE AND REPLACE AND ALL PRIOR AGREEMENTS
AND UNDERSTANDINGS CONCERNING EXECUTIVE'S RELATIONSHIP WITH THE COMPANY, ITS
PREDECESSORS AND THEIR AFFILIATES AND HIS COMPENSATION THEREFROM.
THIS
AGREEMENT MAY ONLY BE AMENDED IN WRITING SIGNED BY EXECUTIVE AND AN EXECUTIVE
OFFICER OF THE COMPANY.
12.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL
SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE STATE OF MINNESOTA.
13.
EFFECTIVE DATE.
THIS AGREEMENT IS EFFECTIVE EIGHT (8) DAYS AFTER
IT HAS BEEN SIGNED BY BOTH PARTIES.
14.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, AND
EACH COUNTERPART SHALL HAVE THE SAME FORCE AND EFFECT AS AN ORIGINAL AND SHALL
CONSTITUTE AN EFFECTIVE, BINDING AGREEMENT ON THE PART OF EACH OF THE
UNDERSIGNED.
15.
VOLUNTARY EXECUTION OF AGREEMENT.
THIS AGREEMENT IS EXECUTED
VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE ON THE PART OR BEHALF OF
THE PARTIES HERETO, WITH THE FULL INTENT OF RELEASING ALL CLAIMS. THE PARTIES
ACKNOWLEDGE THAT:
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(a)
They have read this Agreement;
(b)
They have been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of their own choice or that they
have voluntarily declined to seek such counsel;
(c)
They understand the terms and consequences of this Agreement and
of the releases it contains;
(d)
They are fully aware of the legal and binding effect of the
Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective
dates set forth below.
XCEL ENERGY INC.
Dated:
June 29, 2005
By:
/S/ DOUG LEATHERDALE
Dated:
June 29, 2005
/S/ WAYNE BRUNETTI
, an individual
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