Nicor Inc. Form 10-K Exhibit 10.28
THIS AGREEMENT dated as of June 2, 2000 (the "Agreement Date") is made by and among Nicor Inc. (the
"Company"), an Illinois corporation, and Thomas L. Fisher (the "Executive").
The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the
Company and its shareholders to assure that the Company and Nicor Gas will have the continued services of the
Executive, despite the possibility or occurrence of a Change in Control of the Company. The Board believes it is
imperative to reduce the distraction of the Executive that would result from the personal uncertainties caused by a
pending or threatened Change in Control, to encourage the Executive's full attention and dedication to the
Company and Nicor Gas, and to provide the Executive with compensation and benefits arrangements upon a
Change in Control which are competitive with those of similarly-situated corporations. This Agreement is
intended to accomplish these objectives.
When used in this Agreement, the terms specified below shall have the following meanings:
2.1 The "Agreement Term" shall begin on the Agreement Date and shall continue through December 31, 2001.
As of December 31, 2001, and on each December 31 thereafter, the Agreement Term shall automatically be
extended for one additional year unless, not later than the preceding June 30, either party shall have given notice
that such party does not wish to extend the Agreement Term. If a Change in Control shall have occurred during
the Agreement Term (as it may be extended from time to time), the Agreement Term shall continue for a period
ending on the two-year anniversary of the date of the Change in Control, but if the Termination Date (as defined
below) occurs during that two-year period, then the Agreement Term shall continue until the end of the
Severance Period (as defined below). Unless the Termination Date occurs du