EXHIBIT 10.115
EMPLOYMENT AGREEMENT
This AGREEMENT, made this 31st day of October, 1997, by and
between CONSOLIDATED HYDRO, INC. (the "Company"), which will be renamed CHI
ENERGY, INC., a Delaware corporation with its principal office at 000 Xxxxxxxxxx
Xxxxxxxxx, Xxxxxxxx, XX 00000, and XXXXXX X. XXXXX ("Executive"), an individual
residing at 00 Xxxxx Xxxx, Xxxxxxxxx, XX 00000.
WHEREAS, the Company and Executive have entered into an
employment agreement, dated January 1, 1997 (the "Prior Agreement"); and
WHEREAS, in connection with the plan of reorganization of the
Company, the Company and Executive wish to enter into a revised employment
agreement whereby Executive will be employed by the Company in accordance with
the terms and conditions stated below.
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
1. Employment. The Company agrees to employ Executive, and
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Executive agrees to enter the employ of the Company, for the period stated in
Section 3 hereof and upon the other terms and conditions herein provided.
2. Position and Responsibilities. The Company agrees to employ
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Executive in the position of President and Chief Operating Officer and Executive
agrees to serve for the term and on the conditions hereinafter set forth. The
Company will also use its best efforts to assure Executive's election to the
Board of Directors of the Company. Executive agrees to perform such services not
inconsistent with his position as shall from time to time be assigned to him by
the Chief Executive Officer of the Company, the Company's Board of Directors, or
by their respective designees. Executive further agrees to serve as a Director
of the Company and any subsidiaries of the Company without additional
compensation.
3. Term and Duties.
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(a) Term of Employment. This Agreement shall become effective
and the terms of employment pursuant to this Agreement shall commence on the
effective date of the plan of reorganization with respect to the Company under
Chapter 11 of the United States Bankruptcy Code (the "Effective Date"), and will
continue through December 31, 2000, unless earlier terminated in accordance with
the provisions hereof; provided, however, that, unless the Company shall have
delivered to
Executive written notice of its intent not to renew this Agreement prior to
January 1, in any year, commencing with January 1, 2000, the term of this
Agreement shall be automatically extended by twelve (12) months from the then
effective expiration date.
(b) Duties. During the period of his employment hereunder
Executive shall serve the Company as its President and Chief Operating Officer,
and except for illnesses, vacation periods and reasonable leaves of absence,
Executive shall devote all his business time, attention, skill and efforts to
the faithful performance of his duties hereunder; provided, however, that with
the approval of the Board of Directors of the Company, from time to time,
Executive may serve, or continue to serve, on the boards of directors of, and
hold any other offices or positions in, companies or organizations, which, in
the Board's judgment, will not present any conflict of interest with the Company
or any of its subsidiaries or affiliates or divisions, or materially affect the
performance of Executive's duties pursuant to this Agreement.
So long as Executive is President and Chief Operating Officer
of the Company, he will discharge all duties incidental to such office and such
further duties as may be reasonably assigned to him from time to time by the
Chief Executive Officer of the Company, the Company's Board of Directors, or by
their respective designees.
(c) Place of Employment. Executive shall perform his duties
hereunder at the Company's Fairfield County, Connecticut office, and shall
travel to the Company's other offices as may be necessary or appropriate for him
to perform his duties hereunder.
4. Compensation and Reimbursement of Expenses.
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(a) Salary. For all services rendered by Executive as
President and Chief Operating Officer during his employment under this
Agreement, the Company shall pay Executive as compensation a salary at the
annual rates of $238,800 in 1997, and $250,000 per calendar year thereafter.
During the period of this Agreement following 1998, Executive's salary shall be
reviewed at least annually, with the first such annual review in December, 1998.
Such review shall be conducted by the Board of Directors of the Company, or a
committee designated by the Board of Directors (the "Compensation Committee"),
and the Board or Compensation Committee may increase said salary. (The salary
payable to Executive in any year is referred to herein as the "Base Salary" for
such year.)
(b) Incentive Compensation. For each year during the
term of this Agreement following 1997, the Company shall pay
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Executive an incentive bonus of up to 150% of Executive's Base Salary, at the
discretion of the Compensation Committee, upon the achievement of certain
targets (which for 1998 shall be set by the Compensation Committee by December
31, 1997, and for each year following 1998, shall be set by February 15 of such
year). Executive's maximum bonus opportunity of 150% of Base Salary shall be
calculated as follows: (i) 50% for meeting budget targets in the Industrial
Infrastructure Business ("IIB"), (ii) 50% for exceeding budget targets in the
IIB and (iii) 50% for meeting general operating targets set by the Compensation
Committee. Bonuses shall be payable upon completion of the annual audit of the
Company for the applicable year. In its discretion, the Compensation Committee
may pay Executive by December 31, 1997 an "emergence bonus" of up to 25% of
Executive's Base Salary for 1997.
(c) Equity Plan. The Company shall grant to Executive on the
Effective Date a non-qualified stock option to purchase 95,000 shares of the
Company's Series A Common Stock (the "Common Stock") and an incentive stock
option to purchase 20,000 shares of Common Stock, each at an exercise price
equal to $10.00 per share, pursuant to the terms and conditions of the stock
option agreements attached hereto as Exhibits A and B.
(d) Reimbursement of Expenses. The Company shall pay or
reimburse Executive for all reasonable travel and other expenses incurred by
Executive in performing his obligations under this Agreement. The Company
further agrees to furnish Executive with a private office, private secretary,
and such other assistance and accommodations as shall be suitable to the
character of Executive's position with the Company and adequate for the
performance of his duties.
5. Participation in Benefit Plans. The payments provided in
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Sections 4 and 6 hereof are in addition to any benefits Executive is entitled to
under any group hospitalization, health, dental care, disability insurance,
surety bond, death benefit plan, travel and/or accident insurance, any other
allowance and/or executive compensation plan, including, without limitation,
capital accumulation and termination pay program, restricted or non-restricted
stock purchase plan, stock option plan, retirement income or pension plan, or
other present or future group employee benefit plan or program of the Company
for which key executives are or shall become eligible, and Executive shall be
eligible to receive during the period of his employment under this Agreement,
all benefits and emoluments for which key executives are eligible under every
such plan or program in accordance with the provisions thereof. Notwithstanding
the foregoing, except as specifically provided in Section 4 or 6 hereof (or as
provided by the Company as of the Effective Date) Executive shall not be
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entitled to receive any additional benefits or awards under discretionary plans
or programs of the Company unless the Board of Directors of the Company (or the
Compensation Committee) exercises the necessary discretion to provide Executive
with such benefits or awards.
6. Benefits Payable Upon Disability or Death.
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(a) Disability Benefits. In the event of the disability of
Executive during the term of this Agreement, the Company shall, prior to
Executive's termination of employment and subject to Section 9 hereof, continue
to pay Executive his Base Salary and the other benefits provided in Sections 4,
5 and 6 hereof during the period of his disability; provided, however, that
Executive's disability shall be taken into account by the Compensation Committee
in determining Executive's incentive compensation under Section 4 hereof. In the
event of Executive's termination of employment for "permanent disability", the
Company shall pay Executive his Base Salary and continue to provide the health
and welfare insurance benefits provided to Executive under Section 5 hereof as
of immediately prior to his date of termination (provided Executive continues to
make all required employee contributions) through the remainder of the term of
this Agreement (pursuant to the Company's benefit plans or otherwise), but (i)
Executive shall not be entitled to payment of any further bonuses under Section
4(b), (ii) no further options or other awards shall be granted Executive under
Section 4(c) or shall vest, unless the plan or agreement under which such
options or awards are granted provides otherwise, and (iii) Executive shall be
treated as a terminated employee with respect to the Company's other benefit
plans. To the extent that disability insurance is available on Executive, the
Company shall be permitted to purchase and pay for such insurance. Receipt by
Executive of such disability benefits shall reduce by such amount the obligation
of the Company to continue Executive's Base Salary under this Section 6(a).
The Company may terminate Executive's employment for
"permanent disability" in the event Executive is unable to perform his duties
under this Agreement as a result of physical or mental illness or injury for an
aggregate of six (6) or more months during any twelve-month period.
(b) Death Benefits. In the event of the death of Executive
during the term of this Agreement, the Company shall pay, or cause to be paid,
to Executive's designated beneficiary or beneficiaries or legal representatives
a death benefit of $1 million. Such death benefit shall be payable in cash in
one lump sum. The Company will purchase one or more term or other similar
insurance policies in amounts to provide for its obligation. To the extent that
the life of Executive is otherwise insured under
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any employee benefit plan of the Company (other than any travel/accident or
double indemnity coverage) the obligation of the Company under this paragraph
shall be reduced by such insurance benefits. If the Company has not previously
insured the life of Executive to the extent of the death benefit described
above, this Section 6(b) will only become effective fifteen (15) days after a
determination has been made that Executive's life is insurable.
7. Payments to Executive Upon Termination of Employment. Upon
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termination of Executive's employment during the term of this Agreement,
Executive (or in the event of his death, his beneficiary, beneficiaries or legal
representatives) shall be entitled to no further compensation hereunder other
than (i) Executive's Base Salary through the date of termination, (ii) any
benefits accrued and vested under the terms of the Company's employee benefit
plans and programs and (iii) any other payments or benefits specifically
provided by this Agreement.
(a) Termination. Upon the occurrence of an event of
termination (as hereinafter defined) during the term of this Agreement, the
provisions of this Section 7(a) and Section 7(b) shall apply. As used in this
Agreement, an "event of termination" shall mean and include any one or more of
the following:
(i) The termination by the Company of Executive's
full-time employment hereunder for any reason other than pursuant to
Section 7(c), or as a result of permanent disability or mandatory
retirement; or
(ii) Executive's resignation from the Company's employ,
as a result of any of the following:
A. a material and adverse change by the Company in
Executive's function, duties or responsibilities, without
Executive's written consent, which change would cause
Executive's position with the Company to become one of less
dignity, responsibility, importance or scope from the position
and attributes as described in Section 2 above;
B. any liquidation or dissolution of the Company,
unless the voting common equity interests of an ongoing entity
(other than a liquidating trust) are beneficially owned,
directly or indirectly, by the Company's stockholders in
substantially the same proportions as such stockholders owned
the Company's outstanding voting common equity interests
immediately prior to such liquidation or dissolution, and such
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ongoing entity assumes all existing obligations of the
Company to Executive under this Agreement;
C. a failure to elect, re-elect or appoint
Executive to the office of President and Chief Operating
Officer (other than as a result of Executive's disability or
his termination of employment pursuant to Section 7(c));
D. any other material breach of this Agreement
by the Company (other than a breach of Section 3(c));
or
E. prior to December 31, 2000, Executive being
required to relocate from Fairfield County, Connecticut,
without Executive's written consent.
(Upon the occurrence of any event described in clauses A., B., C., D. or E.
above, Executive shall have the right to elect to terminate his employment under
this Agreement by resignation, upon not less than thirty (30) days' prior
written notice given within a reasonable period of time not to exceed three (3)
calendar months after the event giving rise to said right to elect); or
(iii) Executive's resignation from the Company's employ
during the 30-day period commencing upon the first anniversary of a
Change in Control of the Company, if such Change in Control occurs
subsequent to a Public Offering (or during the 30-day period commencing
upon the sixth month anniversary of a Change in Control of the Company,
if such Change in Control occurs prior to a Public Offering). For
purposes of this Agreement, a Change in Control of the Company means
the occurrence of one of the following events:
A. any "person" or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) becomes, after the
Effective Date, the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing more than 50% of the
Company's then outstanding securities eligible to vote for the
election of the Company's Board of Directors (the "Company
Voting Securities"); provided, that an event described in this
paragraph A. shall not be a Change in Control if any of the
following becomes such a beneficial owner: (1) the Company or
any majority-owned subsidiary of the Company (a "Subsidiary"),
(2) any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Subsidiary, (3) any
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underwriter temporarily holding securities pursuant to an
offering of such securities, (4) any person pursuant to a
Non-Qualifying Transaction (as defined in paragraph B.), (5)
Executive or any group of persons including Executive (or any
entity controlled by Executive or any group of persons
including Executive), or (6) Xxxxxx Xxxxxxx & Co. or Swiss
Bank Corporation or any entity controlled by, controlling or
under common control with either of such entities; or
B. the consummation of a merger, consolidation or
reorganization of the Company (a "Business Combination"),
unless, following such Business Combination, the owners of the
Company Voting Securities immediately prior to such Business
Combination (or their affiliates) beneficially own, directly
or indirectly, 50% or more of the combined voting power of the
then outstanding voting securities entitled to vote generally
in the election of the directors of the corporation resulting
from such Business Combination (a "Non- Qualifying
Transaction").
The initial public offering of common stock of the Company pursuant to a
registration statement filed under the Securities Act of 1933, as amended (a
"Public Offering"), shall not be treated as a Change in Control for purposes of
this Agreement.
The expiration of the term of this Agreement as a result of the failure to renew
this Agreement shall not be treated as an event of termination under this
Section 7(a).
(b) Severance Upon an Event of Termination. Upon the
occurrence of an event of termination under Section 7(a), the Company shall,
subject to the provisions of Section 9 below, monthly for the duration of the
Severance Period (as defined below) pay Executive or, in the event of
Executive's subsequent death, his beneficiary or beneficiaries or his estate, as
the case may be, as severance pay and liquidated damages the monthly Base Salary
paid to Executive at the time of termination of his employment (the "Severance
Payments"). In addition, following an event of termination under Section 7(a),
the Company shall continue to provide the health and welfare insurance benefits
provided to Executive under Section 5 hereof as of immediately prior to his date
of termination for a period of twelve (12) months following the date of
termination (provided that Executive continues to make all required employee
contributions) and shall compensate Executive for Executive's loss of pension
benefits by providing Executive with a lump sum payment equal to the difference,
computed on the basis of actuarial present values as of Executive's date of
termination (using actuarial assumptions in effect for the Company's defined
benefit plan as of the date
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of termination) between (1) the aggregate benefits Executive would have been
entitled to receive under the Company's qualified and nonqualified defined
benefit pension plans (the "Retirement Plans"), had Executive's employment
continued under this Agreement for the Severance Period and (2) the aggregate
benefit Executive is actually entitled to receive under the Retirement Plans as
of the date of termination. For purposes of this Agreement, the "Severance
Period" shall commence on the date of termination of Executive's employment with
the Company and expire upon the earlier of (i) twenty-four (24) months from the
date of termination and (ii) nine (9) months following the date on which the
term of this Agreement (as in effect as of Executive's date of termination)
would have otherwise expired; provided, that in no event shall the Severance
Period be longer than eighteen (18) months in the event of a termination of
employment pursuant to Section 7(a)(ii) E. hereof. The Severance Payments shall
commence on the last day of the month in which the event of termination occurs;
provided, that the first such payment shall be reduced by the amount of any Base
Salary received by Executive for the portion of such month prior to the event of
termination. Notwithstanding the foregoing, the Company's obligation to provide
severance benefits hereunder shall be reduced by the value of any cash
compensation paid to (or deferred by) Executive with respect to employment or
consulting services performed by Executive during the Severance Period. In the
event Executive receives twelve (12) months of continued welfare benefit
insurance as described above, and the Company's level of self-insurance for
medical benefits (with respect to individual claims in any given year) as of
Executive's date of termination is not more than 10% greater than it is as of
the Effective Date, Executive's coverage period for "COBRA" continuation health
coverage (to the extent Executive is otherwise eligible for coverage) shall
begin upon the expiration of such 12-month period.
(c) Other Termination of Employment. Notwithstanding Sections
7(a) and (b) or any other provision of this Agreement to the contrary, if on or
after the date of this Agreement and prior to the end of the term hereof:
(i) Executive has been convicted of, or plead guilty or
nolo contendere to, any crime or offense constituting a felony under
applicable law, including, without limitation, any act of dishonesty
such as embezzlement, theft or larceny;
(ii) Executive's commission of a material act of fraud
or dishonesty against the Company or any of its subsidiaries or
Executive's willful engaging in conduct which is significantly
injurious to the Company or any of its subsidiaries, monetarily or
otherwise;
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(iii) Executive's abuse of illegal drugs and other
controlled substances or Executive's habitual intoxication, which
conduct continues after written demand for cessation of such conduct is
delivered to Executive by the Board; or
(iv) any willful or continuous neglect of or refusal to
perform Executive's duties or responsibilities or the willful taking of
actions which directly and materially impair Executive's ability to
perform his duties and responsibilities hereunder which continues after
detailed written notice thereof has been given to Executive;
then, and in each such case, the Company shall have the right to give notice of
termination of Executive's services hereunder as of a date (not earlier than 10
days from such notice) to be specified in such notice and this Agreement (other
than the provisions of Sections 8 and 9 hereof) shall terminate on such date.
8. Duties Upon Termination. Executive agrees that the will,
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upon termination of his employment with the Company for any reason whatsoever,
deliver to the Company any and all records, forms, contracts, memoranda, work
papers, lists of names or other customer data and any other articles or papers
which have come into his possession by reason of his employment with the Company
or which he holds for the Company, irrespective of whether or not any of said
items were prepared by him, and he shall not retain memoranda or copies of any
of said items. Executive shall assign to the Company all rights to trade secrets
and the products relating to the Company's business developed by him alone or in
conjunction with others at any time alike employed by the Company.
9. Post-Termination Obligations. All payments and benefits to
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Executive under this Agreement shall be subject to Executive's compliance with
the following provisions during the Compliance Period, as defined below.
(a) Confidential Information. Executive shall not disclose or
reveal to any unauthorized person any trade secret or other confidential
information relating to the Company, its subsidiaries or its affiliates, or to
any businesses operated by them, including, without limitation, any customer
lists; and Executive confirms that such information constitutes the exclusive
property of the Company. For purposes of this Section 9(a), the "Compliance
Period" shall commence on the Effective Date and continue thereafter.
(b) Competitive Conduct. Executive shall not
otherwise act or conduct himself to the material detriment of the Company, its
subsidiaries or affiliates, or in a manner which is
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inimical or contrary to the interests thereof, and shall not engage, directly or
indirectly, alone, in association with or as a shareholder, principal, agent,
partner, member, officer, director, employee or consultant of any person, firm
or entity, in any business within the United States or Canada in competition
with any part of the business being conducted by the Company or its
subsidiaries; provided, however, that Executive's ownership of less than 2
percent of the outstanding stock of a publicly traded corporation (other than a
corporation engaged primarily in the business of developing or operating
hydroelectric projects) shall not by itself be deemed to constitute such
competition. Executive shall not (i) divert to any entity which is engaged in
any business conducted by the Company or any of its subsidiaries, any customer
of such entities or any project which such entities are pursuing, developing or
attempting to develop as of Executive's date of termination or (ii) solicit any
officer, employee (other than secretarial staff) or consultant of the Company or
any of its subsidiaries to leave the employ of such entities. Executive
recognizes that the possible restrictions on his activities which may occur as a
result of his performance of his obligations under this Section 9(b) are
required for the reasonable protection of the Company and its investments.
(c) Compliance Period. For purposes of Section 9(b) of this
Agreement, the "Compliance Period" shall commence on the Effective Date. If an
event of termination under Section 7(a) hereof occurs prior to the expiration of
the term of this Agreement, the Compliance Period shall end on the later of (A)
the expiration of six months from the date of termination of Executive's
employment, and (B) the end of the period for which Executive is entitled to
receive Severance Payments. If Executive's employment by the Company terminates
in accordance with Section 7(c) hereof or if Executive voluntarily terminates
employment (other than pursuant to Section 7(a)(ii)) prior to the expiration of
the term of this Agreement, the Compliance Period shall end on the later of the
expiration of the term of this Agreement and the second anniversary of the
termination of Executive's employment. In all cases other than those described
in the two preceding sentences, the Compliance Period shall end on the
expiration of the term of this Agreement.
(d) Failure of Executive to Comply. If for any reason other
than death or disability, Executive shall, without written consent of the
Company, fail to comply with the provisions of Section 9(a) or 9(b) above, his
rights to any future payments or other benefits hereunder shall terminate, and
the Company's obligations to make such payments and provide such benefits shall
cease; provided, however, that no failure to comply with any provision of
Section 9(a) or 9(b) above shall be deemed to have occurred unless and until
Executive receives written notice from
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the Company specifying the conduct alleged to constitute such
failure.
(e) Remedies. Executive agrees that monetary damages would not
be adequate compensation for any loss incurred by the Company by reason of a
breach of the provisions of Sections 8 and 9 of this Agreement and hereby agrees
to waive the defense in any action for specific performance that a remedy at law
would be adequate. Accordingly, in addition to any other remedies that the
Company may have at law or in equity, the Company shall have the right to have
all obligations, agreements and other provisions of Sections 8 and 9
specifically performed by Executive, and the Company shall have the right to
obtain preliminary injunctive relief to secure specific performance and to
prevent a breach of Section 8 or 9.
10. Effect of Prior Agreements. This Agreement contains the
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entire understanding between the parties hereto and, upon effectiveness of this
Agreement pursuant to Section 3(a) hereof, supersedes all prior employment
agreements between the Company and Executive (including without limitation the
Prior Agreement), except that this Agreement shall not affect or operate to
reduce any benefit or compensation inuring to Executive of a kind elsewhere
provided and not expressly provided in this Agreement (other than benefits set
forth in the Prior Agreement or in Executive's guaranteed minimum bonus
arrangement which Executive acknowledges has been terminated).
11. General Provisions.
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(a) Binding Agreement. This Agreement shall be binding upon,
and inure to the benefit of Executive and the Company and their respective
permitted successors and assigns.
(b) Legal Expenses. In the event that Executive incurs legal
expenses in contesting any provision of this Agreement and such contest results
in a determination that the Company has breached any of its obligations
hereunder, Executive shall be reimbursed by the Company for any such legal
expenses reasonably incurred.
(c) Mitigation. Executive shall not be obligated to seek other
employment or take any other action to mitigate any severance benefits
hereunder.
12. Successors and Assigns.
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(a) Assignment by the Company. This Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
Company and, unless clearly inapplicable,
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reference herein to the Company shall be deemed to include its
successors and assigns.
(b) Assignment by Executive. Executive may not assign this
Agreement in whole or in part.
13. Modification and Waiver.
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(a) Amendment of Agreement. Except for increases in
compensation made as provided in Section 4(a), this Agreement may not be changed
or modified except by an instrument in writing signed by both of the parties
hereto.
(b) Waiver. No term or condition of this Agreement shall be
deemed to have been waived, nor shall there be any estoppel against the
enforcement of any provision of this Agreement, except by written instrument of
the party charged with such waiver or estoppel. No such written waiver shall be
deemed a continuing waiver unless specifically stated therein, and each such
waiver shall operate only as to the specific term or condition waived and shall
not constitute a waiver of such term or condition for the future or as to any
act other than that specifically waived.
14. Beneficiaries. This Agreement shall be for the express
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benefit of the Company, Executive and, for so long as Xxxxxx Xxxxxxx & Co. or
Swiss Bank Corporation or their successors shall be a holder of at least 3% of
the equity of the Company, Xxxxxx Xxxxxxx & Co. or Swiss Bank Corporation (or
their successors), as the case may be.
15. Severability. In the event any provision of this Agreement
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or any part hereof is held invalid, such invalidity shall not affect any
remaining part of such provision or any other provision, and to this end, the
provisions of this Agreement are intended to be and shall be deemed severable.
If any court construes any provision of this Agreement to be illegal, void or
unenforceable because of the duration or the area or matter covered thereby,
such court shall reduce the duration, area or matter of such provision, and, in
its reduced form, such provision shall then be enforceable and shall be
enforced.
16. Withholding. Employer may withhold from any amounts
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payable under this Agreement such taxes and governmentally required withholdings
as may be required to be withheld pursuant to any applicable law or regulation.
17. Notices. Any notice to be given hereunder shall be in
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writing and shall be deemed given when delivered personally, sent by courier or
telecopy or registered or
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certified mail, postage prepaid, return receipt requested, addressed to the
party concerned at the address indicated below or to such other address as such
party may subsequently give notice of hereunder in writing:
To Executive at:
00 Xxxxx Xxxx
Xxxxxxxxx, XX 00000
To the Company at:
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Attention: Controller
18. Governing Law. The parties hereto intend that
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this Agreement shall be governed by the laws of the State of Connecticut.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officer, and Executive has signed this
Agreement, all as of the day and year first above written.
CONSOLIDATED HYDRO, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Title: CHAIRMAN-CEO
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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