E'TOWN CORPORATION EXHIBIT 10(K)
EMPLOYMENT AGREEMENT
Agreement made this 15th day of May, 1997 between E'town
Corporation (the "Corporation"), and Xxxx Xxxxx Xxxxxxxxx (the "Executive").
WHEREAS, the Corporation desires to employ the Executive as the
Chairman of the Corporation's Board of Directors, and the Executive desires
to accept employment with the Corporation, but only on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the Corporation and the Executive hereby
agree as follows:
1. The Corporation shall employ the Executive, and the Executive
shall serve the Corporation, for the period beginning May 15, 1997 and ending
on the earliest to occur of (i) a date which may be mutually agreed between
the Corporation and the Executive, (ii) any date on which the Executive
resigns her position, and (iii) any date on which the Executive no longer
stands for re-election as a director.
2. The Executive shall serve the Corporation as Chairman of the
Company's Board of Directors (the "Board"). During the term of this
Agreement, the Executive (a) shall attend and preside at all regular and
special meetings of the Board, (b) serve as a non-voting ex-officio member
of all committees of the Board, (c) shall serve as a member of the Executive
Management Committee of the Corporation, (d) shall advise the President of
the Corporation regarding strategic and policy matters facing the
Corporation, (e) shall promote the interests of the Corporation with its
various external constituencies, such as investors, analysts, and State and
community leaders, and (f) shall perform such other duties and exercise such
powers as may be from time to time be assigned to or vested in her by the
Board.
3. During the term of this agreement, the Executive shall be paid
by Elizabethtown Water Company and a portion of her salary will be billed to
the Corporation based upon an allocation formula.
4. Unless terminated in accordance with the following provisions
of this paragraph 4, the Corporation shall continue to employ the Executive
and the Executive shall continue to work for the Corporation, during the term
of this Agreement.
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a. This Agreement shall terminate automatically upon the
death of the Executive.
b. The Corporation may terminate the Executives employment
if the Executive suffers from a physical or mental disability to an extent
that renders it impracticable for the Executive to continue performing her
duties hereunder. The Executive shall be deemed to be so disabled if (i) a
physician selected by the Corporation advises the Corporation that the
Executive's physical or mental condition will render the Executive unable to
perform her duties for a period exceeding three consecutive months, or (ii)
due to a physical or mental condition, the Executive has not substantially
performed her duties hereunder for a period of three consecutive months.
c. The Corporation may terminate the Executive's employment
at any time for cause; cause shall mean (i) a default or other breach by the
Executive of her obligations under this Agreement, (ii) failure by the
Executive diligently and competently to perform her duties under this
Agreement, or (iii) misconduct, dishonesty, or other act by the Executive
detrimental to the good will of the Corporation or damaging to the
Corporation's relationships with its customers, suppliers or employees.
d. Upon termination pursuant to a, b or c above, the
Corporation shall pay the Executive or her estate any salary earned and
unpaid to the date of termination.
5. This Agreement constitutes the entire agreement between the
parties hereto with respect to the Executive's employment by the Corporation,
and supersedes and is in full substitution for any and all prior
understandings or agreements with respect to the Executive's employment.
6. This Agreement may be amended only by an instrument in writing
signed by the parties hereto, and any provision hereof may be waived only by
an instrument in writing signed by the party or parties against whom or which
enforcement of such waiver is sought.
7. This Agreement is binding on and is for the benefit of the
parties hereto and their respective successors, heirs, executors,
administrators and other legal representatives. Neither this Agreement nor
any right or obligation hereunder may be assigned by the Corporation (except
to an affiliate) or by the Executive.
8. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
9. This Agreement may be executed in several counterparts, each
of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
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IN WITNESS WHEREOF, the Corporation and the Executive have executed
this Agreement as of the date first written above.
E'TOWN CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
______________________________
Xxxxxx X. Xxxxxxx, President
/s/ Xxxx Xxxxx Xxxxxxxxx
______________________________
Xxxx Xxxxx Xxxxxxxxx
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XXXXXXXXXXXXX XXXXX COMPANY
EMPLOYMENT AGREEMENT
Agreement made this 15th day of May, 1997 between Elizabethtown
Water Company (the "Company"), and Xxxx Xxxxx Xxxxxxxxx (the "Executive").
WHEREAS, the Company desires to employ the Executive as the
Chairman of the Compan's Board of Directors, and the Executive desires to
accept employment with the Company, but only on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the Company and the Executive hereby agree
as follows:
1. The Company shall employ the Executive, and the Executive
shall serve the Company, for the period beginning May 15, 1997 and ending on
the earliest to occur of (i) a date which may be mutually agreed between the
Company and the Executive, (ii) any date on which the Executive resigns her
position, and (iii) any date on which the Executive no longer stands for
re-election as a director.
2. The Executive shall serve the Company as Chairman of the
Company's Board of Directors (the "Board"). During the term of this
Agreement, the Executive (a) shall attend and preside at all regular and
special meetings of the Board, (b) serve as a non-voting ex-officio member
of all committees of the Board, (c) shall serve as a member of the Executive
Management Committee of the Company, (d) shall advise the President of the
Company regarding strategic and policy matters facing the Company, (e) shall
promote the interests of the Company with its various external
constituencies, such as investors, analysts, and State and community leaders,
and (f) shall perform such other duties and exercise such powers as may be
from time to time be assigned to or vested in her by the Board.
3. a. During the term of this Agreement, the Company shall pay
the Executive a salary that shall be set annually be the Board. The annual
salary for the twelve-month period beginning May 15, 1997 shall be $125,000,
$25,000 of which shall be payable in Restricted Stock of E'town Corporation
(based on the closing price as of May 15, 1997) issued under the E'town
Corporation 1990 Performance Stock Program, and the remainder of which shall
be payable periodically in accordance with the Company's then prevailing
payroll practices. The restriction period for the Restricted Stock payable
hereunder shall be three years.
b. The Executive shall be entitled to participate in E'town
Corporation's 1987 Stock Option Plan and shall be entitled to such expense
accounts, perquisites of office, fringe benefits, continued participation in
the Company-sponsored plans, recognizing her years of service as an officer
of E'town Corporation, and other incidences of employment as the Company
generally provides to its employees and officers having rank and seniority at
the Company comparable to the Executive, but specifically excluding benefits
under the SERP.
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4. Unless terminated in accordance with the following provisions
of this paragraph 4, the Company shall continue to employ the Executive and
the Executive shall continue to work for the Company, during the term of this
Agreement.
a. This Agreement shall terminate automatically upon the
death of the Executive.
b. The Company may terminate the Executive's employment if
the Executive suffers from a physical or mental disability to an extent that
renders it impracticable for the Executive to continue performing her duties
hereunder. The Executive shall be deemed to be so disabled if (i) a
physician selected by the Company advises the Company that the Executive's
physical or mental condition will render the Executive unable to perform her
duties for a period exceeding three consecutive months, or (ii) due to a
physical or mental condition, the Executive has not substantially performed
her duties hereunder for a period of three consecutive months.
c. The Company may terminate the Executive's employment at
any time for cause; cause shall mean (i) a default or other breach by the
Executive of her obligations under this Agreement, (ii) failure by the
Executive diligently and competently to perform her duties under this
Agreement, or (iii) misconduct, dishonesty, or other act by the Executive
detrimental to the good will of the Company or damaging to the Company's
relationships with its customers, suppliers or employees.
d. Upon termination pursuant to a, b or c above, the Company
shall pay the Executive or her estate any salary earned and unpaid to the
date of termination.
5. This Agreement constitutes the entire agreement between the
parties hereto with respect to the Executive's employment by the Company, and
supersedes and is in full substitution for any and all prior understandings
or agreements with respect to the Executive's employment.
6. This Agreement may be amended only by an instrument in writing
signed by the parties hereto, and any provision hereof may be waived only by
an instrument in writing signed by the party or parties against whom or which
enforcement of such waiver is sought.
7. This Agreement is binding on and is for the benefit of the
parties hereto and their respective successors, heirs, executors,
administrators and other legal representatives. Neither this Agreement nor
any right or obligation hereunder may be assigned by the Company (except to
an affiliate) or by the Executive.
8. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey.
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9. This Agreement may be executed in several counterparts, each
of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the Company and the Executive have executed
this Agreement as of the date first written above.
ELIZABETHTOWN WATER COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
____________________________
Xxxxxx X. Xxxxxxx, President
/s/ Xxxx Xxxxx Xxxxxxxxx
____________________________
Xxxx Xxxxx Xxxxxxxxx
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