SEC Info - Alliant Energy Corp, et al. - ‘10-Q’ for 9/30/15

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Alliant Energy Corp, et al. – ‘10-Q’ for 9/30/15 – ‘EX-10.1’

On: Friday, 11/6/15, at 1:08pm ET · For: 9/30/15 · Accession #: 352541-15-30 · File #s: 0-00337, 1-04117, 1-09894

  As Of               Filer                 Filing    For·On·As Docs:Size

11/06/15  Alliant Energy Corp               10-Q        9/30/15  109:28M
          Wisconsin Power & Light Co
          Interstate Power & Light Co

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.34M 
 2: EX-10.1     Amendment to Key Executive Employment and           HTML     42K 
                Severance Agreement                                              
 3: EX-12.1     Ratio of Earnings to Fixed Charges for Alliant      HTML     57K 
                Energy                                                           
 4: EX-12.2     Ratio of Earnings to Fixed Charges for Ipl          HTML     57K 
 5: EX-12.3     Ratio of Earnings to Fixed Charges for Wpl          HTML     51K 
 6: EX-31.1     Certification of the Chairman, President and CEO    HTML     36K 
                for Alliant Energy                                               
 7: EX-31.2     Certification of the Senior Vice President and CFO  HTML     37K 
                for Alliant Energy                                               
 8: EX-31.3     Certification of the Chairman and CEO for Ipl       HTML     36K 
 9: EX-31.4     Certification of the Senior Vice President and CFO  HTML     37K 
                for Ipl                                                          
10: EX-31.5     Certification of the Chairman and CEO for Wpl       HTML     36K 
11: EX-31.6     Certification of the Senior Vice President and CFO  HTML     37K 
                for Wpl                                                          
12: EX-32.1     Written Statement of CEO and CFO Pursuant to 18     HTML     32K 
                U.S.C.1350 for Alliant Energy                                    
13: EX-32.2     Written Statement of CEO and CFO Pursuant to 18     HTML     32K 
                U.S.C.1350 for Ipl                                               
14: EX-32.3     Written Statement of CEO and CFO Pursuant to 18     HTML     32K 
                U.S.C.1350 for Wpl                                               
76: R1          Document And Entity Information                     HTML     53K 
63: R2          Condensed Consolidated Statements Of Income         HTML    158K 
74: R3          Condensed Consolidated Balance Sheets               HTML    188K 
79: R4          Condensed Consolidated Balance Sheets               HTML     46K 
                (Parenthetical)                                                  
100: R5          Condensed Consolidated Statements Of Cash Flows     HTML    156K  
65: R6          Summary Of Significant Accounting Policies          HTML     51K 
73: R7          Regulatory Matters                                  HTML    327K 
57: R8          Property, Plant and Equipment                       HTML     53K 
48: R9          Receivables                                         HTML    116K 
101: R10         Investments                                         HTML     96K  
81: R11         Common Equity                                       HTML     83K 
80: R12         Debt                                                HTML    187K 
87: R13         Income Taxes                                        HTML    303K 
88: R14         Benefit Plans                                       HTML    902K 
85: R15         Asset Retirement Obligations                        HTML    139K 
89: R16         Fair Value Measurements                             HTML   1.07M 
75: R17         Derivative Instruments                              HTML    401K 
77: R18         Commitments And Contingencies                       HTML    237K 
83: R19         Segments Of Business                                HTML    622K 
109: R20         Related Parties                                     HTML    160K  
96: R21         Discontinued Operations And Assets And Liabilities  HTML     95K 
                Held For Sale                                                    
69: R22         Summary Of Significant Accounting Policies          HTML     58K 
                (Policy)                                                         
82: R23         Regulatory Matters (Tables)                         HTML    292K 
71: R24         Receivables (Tables)                                HTML    110K 
39: R25         Investments (Tables)                                HTML     94K 
97: R26         Common Equity (Tables)                              HTML     38K 
105: R27         Debt (Tables)                                       HTML    182K  
52: R28         Income Taxes (Tables)                               HTML    295K 
51: R29         Benefit Plans (Tables)                              HTML    732K 
55: R30         Asset Retirement Obligations (Tables)               HTML    138K 
56: R31         Fair Value Measurements (Tables)                    HTML   1.04M 
58: R32         Derivative Instruments (Tables)                     HTML    395K 
29: R33         Commitments And Contingencies (Tables)              HTML    133K 
94: R34         Segments Of Business (Tables)                       HTML    231K 
67: R35         Related Parties (Tables)                            HTML    155K 
70: R36         Discontinued Operations And Assets And Liabilities  HTML     74K 
                Held for Sale (Tables)                                           
43: R37         Summary Of Significant Accounting Policies          HTML     37K 
                (Narrative) (Details)                                            
108: R38         Regulatory Matters (Narrative) (Details)            HTML     57K  
21: R39         Regulatory Matters (Regulatory Assets) (Details)    HTML     64K 
60: R40         Regulatory Matters (Regulatory Liabilities)         HTML     61K 
                (Details)                                                        
99: R41         Regulatory Matters (Tax Benefit Riders) (Details)   HTML     41K 
41: R42         Regulatory Matters (Customer Billing Credits)       HTML     34K 
                (Details)                                                        
50: R43         Property, Plant and Equipment (Narrative)           HTML     71K 
                (Details)                                                        
54: R44         Receivables (Narrative) (Details)                   HTML     44K 
64: R45         Receivables (Maximum And Average Outstanding Cash   HTML     37K 
                Proceeds) (Details)                                              
28: R46         Receivables (Receivables Sold Under The Agreement)  HTML     49K 
                (Details)                                                        
47: R47         Receivables (Additional Attributes Of Receivables   HTML     36K 
                Sold Under The Agreement) (Details)                              
23: R48         Investments (Unconsolidated Equity Investments)     HTML     45K 
                (Details)                                                        
98: R49         Common Equity (Narrative) (Details)                 HTML     66K 
40: R50         Common Equity (Common Share Activity) (Details)     HTML     46K 
95: R51         Debt (Narrative) (Details)                          HTML     52K 
44: R52         Debt (Credit Facilities) (Details)                  HTML     49K 
61: R53         Debt (Other Short-Term Borrowings) (Details)        HTML     43K 
22: R54         Income Taxes (Narrative) (Details)                  HTML     36K 
26: R55         Income Taxes (Schedule Of Effective Income Tax      HTML     58K 
                Rates) (Details)                                                 
53: R56         Income Taxes (Summary Of Tax Credit Carryforwards)  HTML     56K 
                (Details)                                                        
33: R57         Benefit Plans (Narrative) (Details)                 HTML     50K 
102: R58         Benefit Plans (Defined Benefit Pension And Other    HTML     74K  
                Postretirement Benefits Plans) (Details)                         
66: R59         Benefit Plans (Defined Contribution Retirement      HTML     35K 
                Plans) (Details)                                                 
86: R60         Benefit Plans (Recognized Compensation Expense And  HTML     40K 
                Income Tax Benefits) (Details)                                   
46: R61         Benefit Plans (Summary Of Performance Shares        HTML     58K 
                Activity) (Details)                                              
49: R62         Benefit Plans (Summary Of Performance Unit          HTML     53K 
                Activity) (Details)                                              
93: R63         Benefit Plans (Fair Values Of Nonvested             HTML     63K 
                Performance Shares And Units) (Details)                          
90: R64         Benefit Plans (Summary Of Restricted Stock          HTML     64K 
                Activity) (Details)                                              
68: R65         Benefit Plans (Summary Of Performance Contingent    HTML     55K 
                Cash Awards Activity) (Details)                                  
92: R66         Asset Retirement Obligations (Reconciliation Of     HTML     61K 
                Changes In Asset Retirement Obligations) (Details)               
45: R67         Fair Value Measurements (Narrative) (Details)       HTML     32K 
72: R68         Fair Value Measurements (Fair Value Of Financial    HTML     74K 
                Instruments) (Details)                                           
104: R69         Fair Value Measurements (Fair Value Measurements)   HTML     99K  
                (Details)                                                        
25: R70         Fair Value Measurements (Fair Value Measurements    HTML     78K 
                Using Significant Unobservable Inputs) (Details)                 
38: R71         Fair Value Measurements (Fair Value Of Net          HTML     55K 
                Derivative Assets (Liabilities)) (Details)                       
62: R72         Derivative Instruments (Notional Amounts Of         HTML     51K 
                Derivative Instruments) (Details)                                
32: R73         Derivative Instruments (Fair Value Of Financial     HTML     56K 
                Instruments) (Details)                                           
107: R74         Derivative Instruments (Gains And Losses From       HTML     45K  
                Derivative Instruments) (Details)                                
42: R75         Derivative Instruments (Credit Risk-related         HTML     41K 
                Contingent Features) (Details)                                   
34: R76         Derivative Instruments (Balance Sheet Offsetting)   HTML     53K 
                (Details)                                                        
37: R77         Commitments And Contingencies (Narrative)           HTML     66K 
                (Details)                                                        
27: R78         Commitments And Contingencies (Operating Expense    HTML     72K 
                Purchase Obligations) (Details)                                  
31: R79         Commitments And Contingencies (MPG Site Estimated   HTML     44K 
                Future Costs And Recorded Liabilities) (Details)                 
78: R80         Segments Of Business (Schedule Of Segments Of       HTML     80K 
                Business) (Details)                                              
36: R81         Related Parties (Narrative) (Details)               HTML     39K 
103: R82         Related Parties (Service Agreements) (Details)      HTML     47K  
59: R83         Related Parties (Net Intercompany Payables)         HTML     37K 
                (Details)                                                        
84: R84         Related Parties (Amounts Billed Between Parties)    HTML     39K 
                (Details)                                                        
91: R85         Discontinued Operations And Assets And Liabilities  HTML     47K 
                Held For Sale (Components Of Discontinued                        
                Operations In Consolidated Statements Of Income                  
                (Details)                                                        
35: R86         Discontinued Operations And Assets And Liabilities  HTML     53K 
                Held For Sale (Components Of Assets And                          
                Liabilities Held For Sale In Consolidated Balance                
                Sheets) (Details)                                                
106: XML         IDEA XML File -- Filing Summary                      XML    196K  
24: EXCEL       IDEA Workbook of Financial Reports                  XLSX    119K 
15: EX-101.INS  XBRL Instance -- lnt-20150930                        XML  11.77M 
17: EX-101.CAL  XBRL Calculations -- lnt-20150930_cal                XML    239K 
18: EX-101.DEF  XBRL Definitions -- lnt-20150930_def                 XML   1.41M 
19: EX-101.LAB  XBRL Labels -- lnt-20150930_lab                      XML   1.80M 
20: EX-101.PRE  XBRL Presentations -- lnt-20150930_pre               XML   1.48M 
16: EX-101.SCH  XBRL Schema -- lnt-20150930                          XSD    237K 
30: ZIP         XBRL Zipped Folder -- 0000352541-15-000030-xbrl      Zip    560K

‘EX-10.1’ — Amendment to Key Executive Employment and Severance Agreement

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 10.1

FORM OF AMENDMENT NO. [ ] TO

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

This Amendment, effective as of [ ] (this “Amendment”), by and between Alliant Energy Corporation, a Wisconsin corporation (referred to herein as “Alliant” and, together with its subsidiaries and any parent company controlling Alliant, referred to herein as the “Company”) and [Name of Employee] (hereinafter referred to as the “Employee”) to the Key Executive Employment and Severance Agreement, dated as of [ ], by and between the Company and the Employee (as amended, amended and restated, or otherwise modified from time to time, the “Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.

WHEREAS, Section 19 of the Agreement provides that Alliant and the Employee may amend the Agreement pursuant to a written instrument executed by Alliant and the Employee; and

WHEREAS, Alliant and the Employee desire to amend the Agreement as set forth below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, pursuant to Section 19 of the Agreement, mutually covenant and agree to amend the Agreement as follows:

Section 1. Amendment:

1. Subsection 9(b)(ii) is hereby replaced in its entirety as follows:

“(ii) (A) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Company or its affiliates (in the aggregate, “Total Payments”), would constitute an “excess parachute payment” that is subject to the tax (the “Excise Tax”) imposed by Code Section 4999, then the Total Payments to be made to the Employee shall be reduced such that the value of the aggregate Total Payments that the Employee is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Employee may receive without becoming subject to the tax imposed by Code Section 4999.

(B) Notwithstanding Subsection 9(b)(ii)(A), the reduction in the amount of Total Payments provided in Subsection 9(b)(ii)(A) shall not apply if the after-tax value to the Employee of the Total Payments prior to reduction in accordance with Subsection 9(b)(ii)(A) is greater than the after-tax value to the Employee if Total Payments are reduced in accordance with Subsection 9(b)(ii)(A).

(C) For purposes of this Agreement, the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Code Section 280G, and such “parachute payments” shall be valued as provided therein. Present value shall be calculated in accordance with Code Section 1274(b)(2). Within forty (40) days following a Covered Termination or the delivery of the notice by the Company to the Employee of its belief that there is a payment or benefit due the Employee which will result in an excess parachute payment as defined in Code Section 280G, the Employee and the Company, at the Company’s expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel (“National Tax Counsel”) selected by the Company’s independent auditors and reasonably acceptable to the Employee (which may be regular outside counsel to the Company), which opinion sets forth: (1) the amount of the Base Period Income, (2) the amount and present value of Total Payments, (3) the amount and present value of any excess parachute payments determined without regard to the limitations of this Subsection 9(b)(ii), (4) the after-tax value of the Total Payments if the reduction in Total Payments contemplated under Subsection 9(b)(ii)(A) did not apply, and (5) the after-tax value of the Total Payments taking into account the reduction in Total Payments contemplated under Subsection 9(b)(ii)(A). As used in this Subsection 9(b)(ii), the term “Base Period Income” means an amount equal to the Employee’s “annualized includible compensation for the base period” as defined in Code Section 280G(d)(1). For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Code Sections 280G(d)(3) and (4), which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Employee. For purposes of determining the after-tax value of Total Payments, the Employee shall be deemed to pay federal income taxes and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Termination Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Employee’s domicile for income tax purposes on the date the Termination Payment is to be made, net of the maximum reduction in federal income taxes that may be obtained from deduction of such state and local taxes. The opinion of National Tax Counsel shall be addressed to the Company and the Employee and shall be binding upon the Company and the Employee. If such opinion determines that there would be an excess

parachute payment and that the after-tax value of the Total Payments taking into account the reduction contemplated under Subsection 9(b)(ii)(A) is greater than the after-tax value of the Total Payments if the reduction in Total Payments contemplated under Subsection 9(b)(ii)(A) did not apply, then the Termination Payment hereunder or any other payment or benefit determined by such counsel to be includible in Total Payments shall be reduced or eliminated so that under the bases of calculation set forth in such opinion there will be no excess parachute payment. Such reduction will be achieved by reducing or eliminating payments or benefits in the following order, so that under the bases of calculations set forth in such opinion there will be no excess parachute payment; provided that in the event it is determined that the foregoing methodology for reduction would violate Code Section 409A, the reduction shall be made pro rata among the benefits and/or payments (on the basis of the relative present value of the parachute payments): (A) any Termination Payment, (B) any acceleration of equity awards under any applicable plan or program of the Company, (C) any payment or benefit under the SERP, (D) any non-cash compensation payable upon the termination of an Employee and (E) any Accrued Benefits. If such National Tax Counsel so requests in connection with the opinion required by this Subsection 9(b)(ii), the Employee and the Company shall obtain, at the Company’s expense, and the National Tax Counsel may rely on in providing the opinion, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by the Employee solely with respect to its status under Code Section 280G and the regulations thereunder. If the provisions of Code Sections 280G and 4999 are repealed without succession, then this Section 9(b)(ii) shall be of no further force or effect.”

2. Subsection 9(b)(iii) is hereby replaced in its entirety as follows:

“(iii) If, notwithstanding the provisions of Subsection (ii) of this Subsection 9(b), it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of Total Payments is subject to the tax imposed by Code Section 4999, even though the reduction contemplated under Subsection 9(b)(ii)(A) was applied in order to avoid application of the Excise Tax, the Company shall pay to the Employee an additional amount such that the net amount retained by the Employee after deduction of any Excise Tax and any interest charges or penalties in respect of the imposition of such Excise Tax (but not any federal, state or local income tax) on the Total Payments, and any federal, state and local income tax and Excise Tax upon the payment provided for by this Subsection (iii), shall be equal to the Total Payments. For purposes of determining the amount of the reimbursement amount under this Subsection 9(b)(iii), the Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the reimbursement is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of the Employee’s domicile for income tax purposes on the date the reimbursement is made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Such reimbursement shall be paid promptly following the date of the final determination by a court or the Internal Revenue Service, but no later than the end of the calendar year following the year in which the Employee remits the Excise Tax to the Internal Revenue Service.”

Section 2. Effect of Amendment: On and after the effectiveness of this Amendment, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import referring to the Agreement, shall mean and be a reference to the Agreement, as amended by this Amendment. Except as amended hereby, the Agreement continues and shall remain in full force and effect in all respects.

[Signature Page Follows]

IN WITNESS WHEREOF, this instrument is executed on the ___ day of [Month], [Year].



	ALLIANT ENERGY CORPORATION

By:
Title:

	EMPLOYEE

By:
Address:

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/19/21  Alliant Energy Corp.              10-K       12/31/20  151:43M

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Filing Submission 0000352541-15-000030 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)