Item 1.01 Entry into a Material Definitive Agreement.
Corning Natural Gas Holding Corporation ("Corning") entered into change in
control agreements with Matthew J. Cook (the company's senior vice president and
chief operations officer) and Russell S. Miller (the company's senior vice
president and chief information officer) in 2017. Messrs Cook and Miller's
change in control agreements would have expired pursuant to their terms on May 1
of this year, and on January 14, 2022 Corning entered into amendments of their
change in control agreements extending the termination date by three years. Also
on January 14, Corning entered into a change in control agreement with Julie A.
Lewis, the company's corporate secretary. Messrs Cook and Miller's amended
change in control agreements and Ms. Lewis' change in control agreement are
summarized below. The amendments and the change in control agreement are filed
as exhibits to this Current Report on Form 8-K. The description below is
qualified in its entirety by reference to the full text of the agreements.
Under each change in control agreement, upon termination of the executive's
employment with Corning within twelve months following a "change in control" (as
defined in the agreements), unless termination is because of the executive's
death, or by the company for "cause" or "disability" (each as defined in the
agreements) or by the executive other than for "good reason" (as defined in the
agreements), Corning will be required to pay to the executive the following: (i)
the executive's full salary through the date of termination and all other unpaid
amounts to which the executive is entitled as of the date of termination under
any plan or other arrangement of Corning, at the time such payments are due (and
in any event within 90 days after the executive's separation of service from the
company); and (ii) an amount equal to the executive's annualized includable
compensation for the base period (within the meaning of Section 280G of the tax
code), subject to reduction if the payment is or will be subject to the excise
tax imposed by Section 4999 of the tax code, which payment must be made in a
lump sum within 90 days after the executive's separation from service. The
executives are not required to mitigate the amount of any payment under the
change in control agreements by seeking employment or otherwise. The change in
control agreements will terminate on the first to occur of: (i) termination of
the executive's employment with Corning prior to a change in control; (ii) one
year from the date of a change in control; or (iii) May 1, 2025, but only if no
change in control has occurred as of that date.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Form of Amendment to Change in Control Agreement dated January
14, 2022 between Corning Natural Gas Holding Corporation and each of Matthew J.
Cook and Russell S. Miller
Exhibit 10.2 Change in Control Agreement dated January 14, 2022 between
Corning Natural Gas Holding Corporation and Julie A. Lewis
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