OFFICERS SUPPLEMENTAL RETIREMENT PLAN
This Agreement, entered into as of the date set forth on the
Summary Schedule, which is attached hereto and made a part hereof, by
and between CENTRAL VERMONT PUBLIC SERVICE CORPORATION (hereinafter
"Company") and the Executive named on the Summary Schedule (hereinafter
"Executive").
WHEREAS, the Executive has provided valuable services to the
Company and the Company desires to retain the Executive's valuable
services and to aid in providing retirement and death benefits to the
Executive and his/her beneficiaries; and
WHEREAS, the Executive is a highly compensated managerial employee;
NOW THEREFORE, the Company and the Executive in consideration of
the terms and conditions set forth herein hereby mutually covenant and
agree as follows:
1. Retirement Benefit: The Company will commence paying the
Executive within thirty (30) days after the Executive's normal
retirement date, provided the Executive is employed by the Company on
his/her normal retirement date, the amount per month set forth on the
Summary Schedule guaranteed for fifteen (15) years. If the Executive
dies after becoming entitled to payments, but before the payments
guaranteed for fifteen (15) years have been paid, the unpaid balance of
the payment guaranteed for fifteen (15) years will continue to be paid
by the Company to the beneficiaries named in the Summary Schedule.
2. Early Retirement Benefits: In the event the Executive's
employment with the Company terminates prior to the Executive's normal
retirement date for any reason other than death of the Executive or
cause (gross misconduct) and the Executive has attained the age of 55
and has been employed by the Company for at least 10 years, then within
thirty (30) days of the date of such termination, or reaching the age of
60, whichever is later, the Company will commence paying the Executive
the monthly retirement benefit set forth on the Summary Schedule for
fifteen years reduced by such amount as shall be determined by the
Company, however, such reduction shall not be more than five percent
(5%) for each full year that the benefit commencement date precedes the
normal retirement date. Partial years shall be completed by a straight-line
interpolation. If the Executive dies after becoming entitled to
payments under this paragraph, but before all the guaranteed payments
have commenced or have been made, the remaining payments shall be made
by the Company to the beneficiaries named in the Summary Schedule.
3. Death Benefit: If the Executive dies after becoming eligible
for guaranteed payments under paragraph 1 or 2, then the Company shall
pay to the Executive's beneficiaries as an additional benefit, the sum
of one hundred thousand dollars ($100,000.).
4. Leave of Absence: The Company may grant the Executive one or
more leaves of absence during which time the Executive shall be
considered to be in the employ of the Company for purposes of this
Agreement.
5. Assignability: The benefits provided by this Agreement will
not be subject to garnishment, attachment or any other legal process by
the creditors of the Executive or of any person or persons designated as
beneficiaries of the agreement.
6. Employment and Other Rights: This Agreement creates no rights
whatsoever in the Executive to continue in the employ of the Company for
any length of time, nor does it create any rights in the Executive or
obligations on the part of the Company except as set forth herein.
7. Anti-Alienability Clause: Neither the Executive nor any
beneficiary shall transfer, assign, pledge, mortgage or encumber any of
the benefits and payments hereunder. The benefits shall not be subject
to seizure, lien, judgement, alimony, levy, garnishment, or attachment.
In the event that the Executive or any Beneficiary shall attempt
any of the above acts, then the payment of installment payments or
benefits by the Company shall immediately cease and terminate.
8. No Effect On Other Plans: Nothing contained herein shall
affect any right or privilege of the Executive with regard to other
employee plans the Company has, or may have in the future.
9. Financial Hardship: The Company may, in its sole discretion,
pay the balance of the account, or any portion thereof to the Executive
or any Beneficiary herein, provided that the Executive or Beneficiary
has a demonstrable need due to financial hardship. The decision of
whether or not financial hardship exists, or whether or not any payments
herein shall be made, shall at all times rest solely with the Company,
in its sole discretion.
10. Reorganization of the Company: The Company agrees that it
will not merge or consolidate with any other company, business
corporation, partnership, or organization, and/or that it will not
permit any of its activities to be taken over unless and until the
succeeding or continuing corporation expressly assumes all rights,
duties, privileges and obligations herein set forth. With regard to a
default with respect to this provision, the Executive or Beneficiary
shall have a continuing lien on all corporate assets, including
transferred assets, until the Company's obligations herein are
completely and totally fulfilled. In the event the Executive incurs
litigation costs in imposing, enforcing, and collecting on said lien,
those costs, including, but not limited to attorneys fees, shall be paid
by the Company. The Company will pay to the Executive any taxes the
Executive may incur on account of the Company, or its successor's
default and the Executive's benefit will be reduced by the actuarial
equivalent value of the taxes paid.
11. Unsecured Provision: The rights of the Executive under this
Agreement, and of any Beneficiary shall be solely those of an unsecured
creditor of the Company. Any asset acquired by the Company in
connection with any obligation herein shall not be deemed to be held in
trust for the Executive or Beneficiary. All such assets remain general,
unpledged assets of the Company.
12. Communications: Any notice or communication shall be made in
writing and addressed as the case may be to the principal offices of the
Company and the principal residence of the Executive. Each part shall
notify the other of a change of address of the principal office and
principal residence.
13. Facility of Payment: Any installment or payment required to
be made by the Company under this Agreement, to any person entitled to
said payment, with the person being under a legal disability at the
time, then said payment may be made in any of the following ways, by the
Company, in its sole discretion.
1. Directly to the person.
2. To the legal representative of the person.
3. To some near relative of the person, said payment to be used
for the latter's benefit.
4. Directly for the payment of expenses relating to the health,
maintenance, support and education of the person. Any such payment by
the Company shall be a discharge of the obligation to make said payment.
The company shall not be liable for making the payment to any of the
parties enumerated above.
14. Arbitration: In the event of any dispute arising between the
parties of this Agreement, the parties agree that such controversy shall
be settled by arbitration, in accordance with the rules of the American
Arbitration Association. One arbitrator shall be named by each party
involved in the dispute, with an additional arbitrator named by the
arbitrators so chosen. All costs arising from said arbitration shall be
borne by the Company.
15. State Law: This Agreement shall be construed under the laws
of the State of Vermont.
16. Revocability: This Agreement may be revoked or amended
inwhole or part by a writing signed by both parties hereto except as set
forth in Paragraph 17 below.
17. Amendment: Notwithstanding any other provision of this
Agreement, in the event of a substantial change in the Federal Income
Tax Laws affecting the economic viability of this plan, the Board of
Directors may amend the plan by freezing the Executive's salary level
for purposes of this Plan at the level as of date of such amendment.
18. Headings: Headings in this Agreement are for convenience only
and shall not be used to interpret or construe its provisions.
19. Waiver: A waiver of one or more provisions of this Agreement
shall not affect any provisions of this Agreement, such a that the
remaining provisions will remain in full force and effect.
20. Invalid Provisions: Should any clause, sentence or paragraph
of this Agreement be judicially declared invalid, unenforceable or void,
such decision shall not have the effect of invalidating or voiding the
remainder of this Agreement unless said clause, sentence or paragraph
shall go to the heart of this Agreement. However, the balance of the
Agreement will survive such an event if the Parties hereto agree that
the part or parts of this Agreement going to the heart of this
Agreement so held to be invalid, unenforceable, or void shall be deemed
to have been stricken and that the remainder shall have the same force
and effect as if said part or parts had never been included herein.
21. Authorship: The Company acknowledges and concedes that it
drafted this agreement and that therefore any ambiguity contained
therein must be construed against it.
22. Whole Agreement: This writing contains the whole Agreement,
except as other wise provided in the Change of Control Agreements, with
no other understandings or provisions other than what is considered
herein.
Executed in duplicate as of this _______ day of _______________,
19_______.
IN PRESENCE OF:
_______________________________ _____________________________
Executive
CENTRAL VERMONT PUBLIC SERVICE
CORPORATION
_______________________________ By___________________________
Duly Authorized Agent
OFFICERS SUPPLEMENTAL RETIREMENT PLAN
SUMMARY SCHEDULE
1. Name of Executive:___________________________________________
2. Address:___________________________________________________
___________________________________________________
3. Date of Agreement:___________________________________________
4. Monthly Retirement Benefit: __________________________ of the
Executive's salary from the Company for the calendar year before
retirement or termination of employment divided by 12.
5. Beneficiaries: _______________________________________________
_______________________________________________
_______________________________________________
In the event there are no surviving beneficiaries, then the benefit
shall be paid to the Executor or Administrator of the last survivor of
the Executive and said beneficiaries.
6. Normal Retirement Date:______________________________________
Executed in duplicate this __________ day of ____________________,
19_____.
________________________________ _______________________________
Witness Executive
CENTRAL VERMONT PUBLIC SERVICE
CORPORATION
________________________________ By_____________________________
Witness Duly Authorized Agent
OFFICERS INSURANCE AGREEMENT
This AGREEMENT made as of this date set forth on the Summary
Schedule, which is attached hereto and made a part hereof, by and
between Central Vermont Public Service Corporation (hereinafter
"Company") and the Executive named in the Summary Schedule (hereinafter
"Executive").
WHEREAS, the Executive has provided valuable services to the
Company and Company desired to retain the Executive's valuable services
and to provide the Executive and his/her beneficiaries with death
benefits;
NOW THEREFORE, the Company and the Executive in consideration of
the terms and conditions set forth herein hereby mutually covenant and
agree as follows:
1. Death Benefit:
The Company agrees to purchase a life insurance policy on the life
of the Executive which policy shall provide death benefits for the
Executive's named beneficiaries in an amount equal to the Death Benefit
set forth on the Summary Schedule. The Company shall be the owner of
the policy and shall be entitled to exercise all of the rights and
privileges available under the terms of the policy. The balance of the
proceeds from the life insurance policy in excess of the Death Benefit
provided for the Executive shall belong to the Company. Executive shall
designate on the Summary Schedule the beneficiaries of the Death
Benefit. The Executive may change the designated beneficiaries at any
time by giving written notice to the Company.
2. Conditions:
(a) Except as otherwise provided by the Change of Control
Agreement, upon the Executive's termination of employment with the
Company this Agreement shall automatically terminate and the Executive
shall have no further rights hereunder and all proceeds from the policy
shall thereafter belong to the Company.
(b) The Executive agrees that he already has, or will, answer
truthfully any questions or request for information by an insurance
company in connection with the issuance of a policy upon his life with
the Company as owner thereof. If the Executives fails to do so, or dies
by suicide, and the liability of the insurer under said policy or
policies, if any, is restricted to any degree as a result of such
failure or suicide, then the Company shall be released from all of its
obligations to Executive under this Agreement.
3. Premiums:
The premiums for the insurance policy shall be paid by the Company.
4. Dividends:
The dividends on the policy will be used to purchase additional
paid-up insurance.
5. Extra Features:
There will be incorporated in the policy a rider providing for
waiver of premiums, if available, in the event of the total and
permanent disability of the insured.
6. Termination:
The Company may cancel this Agreement on thirty (30) days written
notice to the Executive.
7. Definitions:
The following terms as used in the Agreement mean:
1. "Premiums" The premiums provided for by the policy including
any premium for the Waiver of Premium rider but exclusive of any other
riders.
2. "Cash Value" The cash value including guaranteed cash value
and value of insurance additions purchased with dividends as defined in
the policy.
8. Successors and Assigns:
All Company's rights under this Agreement will pass to and this
Agreement will be binding upon its successors and assigns. All
Executive's rights under this Agreement will pass to and this Agreement
will be binding upon Executive's heirs, beneficiaries, Executors and
Administrators.
9. Arbitration:
In the event of any dispute arising between the parties to this
Agreement, the parties agree that such controversy shall be settled by
arbitration, in accordance with the rules of the American Arbitration
Association. One arbitrator shall be named by each party involved in
the dispute, with an additional arbitrator named by the arbitrators so
chosen. All costs arising from said arbitration shall be borne by the
Company.
10. State Law:
This Agreement shall be construed under the laws of the State of
Vermont.
11. Revocability:
This Agreement may be revoked or amended in whole or part by a
writing signed by both parties hereto.
12. Whole Agreement:
Except as otherwise provided by the Change of Control Agreement,
this writing contains the whole agreement, with no other understanding
or provisions other than what is contained herein.
13. Headings: Headings in this Agreement are for convenience only
and shall not be used to interpret or construe its provisions.
14. Waiver. A waiver of one or more provisions of this Agreement,
shall not affect any other provisions of this Agreement, such that the
remaining provisions will remain in full force and effect.
15. Invalid Provisions. Should any clause, sentence or paragraph
of this Agreement be judicially declared invalid, unenforceable or void,
such decision shall not have the effect of invalidating or voiding the
remainder of this Agreement unless said clause, sentence or paragraph
shall go to the heart of this Agreement. However, the balance of the
Agreement will survive such an event if the Parties hereto agree that
the part or parts of this Agreement going to the heart of this Agreement
so held to be invalid, unenforceable, or void shall be deemed to have
been stricken and that the remainder shall have the same force and
effect as if said part or parts had never been included herein.
16. Authorship. The Company acknowledges and concedes that it
drafted this agreement and that therefore any ambiguity contained
therein must be construed against it.
EXECUTED in duplicate as of this _________ day of _______________,
19____.
IN THE PRESENCE OF:
_______________________________ _______________________________
Witness Executive
CENTRAL VERMONT PUBLIC SERVICE
CORPORATION
_______________________________ By_____________________________
Witness Duly Authorized Agent
OFFICERS INSURANCE AGREEMENT
SUMMARY SCHEDULE
1. Name of Executive:___________________________________________
2. Address:___________________________________________________
___________________________________________________
3. Date: ___________________________________________________
4. Name of Insurance Company:___________________________________
___________________________________________________
5. Policy Number:______________________________________________
6. Death Benefit: _________________(________times the Executives
Salary)
7. Beneficiaries: ______________________________________________
______________________________________________
If a beneficiary is not named or if the named beneficiary does not
survive the Executive, the Death Benefit shall be paid to the Executor
or Administrator of the Executive's Estate.
DATED at Rutland, Vermont, this ______ day of _____________,
19_____.
_______________________________ _______________________________
Witness Executive
CENTRAL VERMONT PUBLIC SERVICE
CORPORATION
_______________________________ By_____________________________
Witness Duly Authorized Agent
