Exhibit 10.42.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement, dated as of February 23, 1999, amends
Section 6.1(f) of the Employment Agreement, dated as of February 1, 1996,
between Northeast Utilities Service Company and Xxxx X. Xxxxxxxx, to read as
follows:
(f) "Termination upon a Change of Control" shall mean a Termination of
Employment during the period beginning on the earlier of (a) approval by the
shareholders of NU of a Change of Control or (b) consummation of a Change of
Control and, in either case, ending on the second anniversary of the
consummation of the transaction that constitutes the Change of Control (or if
such period started on shareholder approval and after such shareholder
approval the Board abandons the transaction, on the date the Board abandoned
the transaction) either:
(i) initiated by the Company for any reason other than Executive's (w)
disability, as described in Section 5.1 hereof, (x) death, (y) retirement on
or after attaining age 65, or (z) "cause," as defined in Section 5.3 hereof,
or
(ii) initiated by Executive (A) upon any failure of the Company materially to
comply with and satisfy any of the terms of this Agreement, including any
significant reduction by the Company of the authority, duties or
responsibilities of Executive, any reduction of Executive's compensation or
benefits due hereunder, or the assignment to Executive of duties which are
materially inconsistent with the duties of Executive's position as defined in
Section 1.2 above, or (B) if Executive is transferred, without Executive's
written consent, to a location that is more than 50 miles from Executive's
principal place of business immediately preceding such approval or
consummation; provided, that the imposition on Executive following a Change
of Control of a limitation of Executive's scope of authority such that
Executive's responsibilities relate primarily to a company or companies whose
common equity is not publicly held shall be considered a "significant
reduction by the Company of the authority, duties or responsibilities of
Executive" for purposes hereof.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Amendment as of the day and year first above written.
NORTHEAST UTILITIES SERVICE COMPANY
/s/Xxxx X. Xxxxxxxx /s/Xxxxxx Xxxxx
3/8/99 Senior Vice President, Secretary and
General Counsel
3/4/99
