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Commission
File Number
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Registrant;
State of Incorporation
Address; and Telephone
Number
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IRS
Employer
Identification No.
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1-11337
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INTEGRYS
ENERGY GROUP, INC.
(A Wisconsin
Corporation)
130 East
Randolph Drive
Chicago,
Illinois 60601-6207
(312)
228-5400
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39-1775292
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On May 7,
2010, Integrys Energy Group, Inc. (the “Company”) entered into amended
Change in Control Severance Agreements (“Agreements”) with the executives
listed below (the “Executives”) in order to align the Agreements with
current market practices. The Agreements provide protection and
associated benefits to the Executives in the event of a covered
termination following a change in control of the Company.
The
Executives are:
· Charles A.
Schrock, Chairman, President and Chief Executive Officer
· Joseph P.
O’Leary, Senior Vice President and Chief Financial Officer
· Mark A.
Radtke, President and Chief Executive Officer – Integrys Energy
Services
· Lawrence T.
Borgard, President and Chief Operating Officer – Utilities
The material
amendments to the Agreements include:
· The period
during which a covered termination can occur following a change in control
was reduced from three years to two years, and the phase-out for continued
employment following a change in control was eliminated.
· The term and
termination provisions of the Agreements were revised to provide that the
Agreements automatically renew each calendar year unless the Company
provides notice of non-renewal by November 1.
· The amendment
provision of the Agreements was revised to provide that the Company may
unilaterally amend the Agreements by providing notice of the amendment to
the Executives in the prescribed time period.
· The
Agreements were amended to provide that the Executives are not entitled to
benefits in the event of a covered termination following a change in
control if the Executives have violated their covenants under the
Agreements.
· The
Agreements were revised to provide that Executives who are terminated
following a change in control are entitled to be paid annual incentive for
the year of termination equal to the greater of (1) the amount actually
earned under the incentive plan, or (2) a prorated bonus assuming target
performance (the annual incentive is the higher of the target annual
incentive for the year of termination or the target annual incentive for
the year in which the change in control occurs).
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Item
9.01
|
Financial
Statements and Exhibits.
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(d)
|
Exhibits. The
following exhibit is being filed herewith:
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|
10.1
|
Form of
Amended Change in Control Severance
Agreement
|
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SIGNATURES
|
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Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
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INTEGRYS
ENERGY GROUP, INC.
By: /s/ Barth J.
Wolf
Barth
J. Wolf
Vice
President, Chief Legal Officer and Secretary
|
|
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Date: May
12, 2010
|
|
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Exhibit
Number
|
|
|
10.1
|
Form of
Amended Change in Control Severance
Agreement
|