exhibit 10. 1 pep divestiture incentive program purpose the peoples energy production company ( " pep " or the " company " ) divestiture incentive program ( the " program " ) provides a means to reward pep personnel for maximizing the value achieved in the sale of pep to an unrelated purchaser. the purpose of the program is to maximize performance of the business unit prior to its sale and to maximize the sale price. eligibility personnel may qualify for benefits under this program if they were an employee of pep on february 21, 2007 ( the day that the plan to sell pep was publicly announced ) and remain an employee through the day that the sale closes ( " participant " ). employees who are involuntarily terminated without cause, die or become disabled prior to the day that the sale closes will be eligible for benefits under the program. employees who are involuntarily terminated for cause prior to the closing of the sale will not be eligible for benefits under this program. employees who voluntary terminate employment with pep including retiring prior to the closing of the sale will not be eligible for benefits under this program. incentive funds the total dollars available for payment of incentive awards will be determined per the guidelines for determining incentive funds ( " incentive funds " ). the incentive funds available from this program will not be reduced in the event of employee terminations either for cause or voluntary terminations including retirement. incentive awards the " incentive award " means the award granted to each participant as determined hereunder. the incentive award for the president of pep, assuming satisfaction of the eligibility requirement above, will be ( 1 ) 34 % of the first $ 1 million of the incentive funds, and ( 2 ) 20 % of the remainder of the incentive funds. the percentages for the president may be adjusted upward in the event of employee terminations. the incentive award for all other participants will be determined by the president of pep using objective criteria such as grade level, salary, prior long term incentive compensation awards, length of service and actual or anticipated contribution in the success of pep and / or the sale of pep. this determination will be made in consultation with the ceo and / or the chief human resources officer of integrys energy group, inc. no participant will have a right to an incentive award unless the president of pep, in consultation with the ceo and / or chief human resources officer of integrys energy group, inc. ( " integrys " ), has determined that the participant has satisfied the