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DGAS > SEC Filings for DGAS > Form 8-K on 21-Nov-2008All Recent SEC Filings

Show all filings for DELTA NATURAL GAS CO INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for DELTA NATURAL GAS CO INC


21-Nov-2008

Change in Directors or Principal Officers, Financial Statements and Exhi


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Alan L. Heath, Vice President - Operations & Engineering, will retire from Delta Natural Gas Company, Inc. after twenty four years of service, effective December 31, 2008. Mr. Heath's term as an officer of Delta ended November 20, 2008, terminating his change in control agreement with Delta.

On November 20, 2008, Delta's Board of Directors appointed Johnny L. Caudill to serve as Vice President - Distribution for one year or until his successor is elected and qualified. Mr. Caudill, age 59, has been with the Company since 1972 and has been Vice President - Administration & Customer Service since 1995. On November 20, 2008, Delta's Board of Directors set Mr. Caudill's annual base compensation at $175,000, effective December 1, 2008. Mr. Caudill retains his change in control agreement as filed in Delta's Form 10-Q (File No. 000-08788) for the period ended March 31, 2000. The agreement provides, in the event of a change in control, for up to three years of continuing monthly salary payments and benefits to Mr. Caudill. If during that period Mr. Caudill is terminated without cause, his salary and benefits continue for the remainder of the contract term (but in no event for less than two years), and he may elect to receive his total remaining base salary as a lump sum payment. A termination by Mr. Caudill because he determines in good faith that his employment is not in the company's best interests or that he is unable to carry out his duties effectively is considered a "without cause" termination.

On November 20, 2008, Delta's Board of Directors appointed Brian S. Ramsey to serve as Vice President - Transmission and Gas Supply for one year or until his successor is elected and qualified. Mr. Ramsey, age 45, has been with the Company since 1984. He has been Manager - Gas Supply since 2005, and prior to that, he held various positions with the Company, including being named Director
- Gas Supply & Transportation in 1997. On November 20, 2008, Delta's Board of Directors set Mr. Ramsey's annual base compensation at $125,000, effective December 1, 2008. The Company entered a change in control agreement with Mr. Ramsey on November 20, 2008, a copy of which is attached as Exhibit 10(a). The agreement provides, in the event of a change in control, for up to three years of continuing monthly salary payments and benefits to Mr. Ramsey. If during that period Mr. Ramsey is terminated without cause, his salary and benefits continue for the remainder of the contract term (but in no event for less than two years), and he may elect to receive his total remaining base salary as a lump sum payment. A termination by Mr. Ramsey because he determines in good faith that his employment is not in the company's best interests or that he is unable to carry out his duties effectively is considered a "without cause" termination.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Description
10(a) Change of control agreement between Registrant and Brian S. Ramsey, dated November 20, 2008


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