Exhibit 10-107.1
FIRST AMENDMENT
TO THE
EMPLOYMENT AGREEMENT
This Amendment approved by the Board of Directors and executed as of
the 18th day of March, 1999, by and between CENTRAL MAINE POWER COMPANY (the
"Company") and XXXXXX X. CALL of Augusta, Maine (the "Executive").
WHEREAS, the Company and the Executive entered into an Employment
Agreement dated June 30, 1997 (the "Employment Agreement);
and
WHEREAS, the Company and the Executive hereby mutually agree to amend
the contract.
NOW, THEREFORE, the Employment Agreement is hereby amended as follows
effective as of the date first above written:
(1) Section 1.a. is hereby deleted and shall henceforth provide as
follows:
"a. Term. The term of this Agreement shall begin on June 1, 1997
(hereinafter referred to as the "Effective Date") and shall expire on
May 31, 2000; provided, however, that on May 31, 2000 and on each May
31 thereafter, the term of this Agreement shall automatically be
extended for one (1) additional year unless not later than the
preceding January 31st, either the Company or the Executive shall have
given notice that such party does not wish to extend the term of this
Agreement. If a Change of Control occurs during the original term of
this Agreement or any extension, the term of this Agreement shall be
automatically extended for 365 days after the consummation of the
Change of Control (the "Extended Expiration Date"), which shall be
deemed for this purpose to be a date on which all action necessary to
complete a Change of Control shall have been accomplished, including
any regulatory approvals."
(2) Section 1.b.(iii) is hereby deleted and shall henceforth provide as
follows:
"(iii) the normal or Extended Expiration Date as specified in Section
a above."
(3) Section 5.a.(i) is hereby amended by changing the term "2.0 times"
to "1.0 times".
(4) Section 5.b. is hereby amended by adding the following sentence at
the end of the first sentence thereof:
"Notwithstanding the foregoing, the reduction provided for herein shall
be made only if the amount of the reduction in the payments specified
in Section 5.a. is less than the excise tax imposed pursuant to Section
4999 of the Code on the portion of the Total Payments which constitute
"excess parachute payments"."
(5) Section 7.a. is hereby deleted in its entirety.
(6) A new Section 8.b. is hereby added which shall henceforth provide
as follows:
"b. In the event the Executive is entitled to Severance Benefits under
Section 5.a. above, the Executive agrees not to compete with the
Company (as competition defined in Section a.(i) above) for a period of
one (1) year after his termination of employment, and in consideration
for such agreement not to compete and as reasonable compensation
therefor, the Company shall pay the Executive one (1) times the
Executive's then-current base salary in twelve (12) equal monthly
installments payable on the first day of each calendar month commencing
on the first day of the month following termination of employment. In
the event the Executive breaches this provision during the one year
payment period, the Company shall cease making additional payments
hereunder."
(7) A new Section 18 is hereby added which shall henceforth provide as
follows:
"18. General Release. The obligations of the Company to make any
post-termination payments under this Agreement (including, without
limitation, under Sections 4.a., 5.a., 5.c. and 8.b.) are contingent
upon the prior receipt by the Company of a general release reasonably
satisfactory to the Company releasing the Company, and all parties
connected therewith, from any and all claims and liabilities which the
Executive may have against the Company, including any claims arising
out of or in any way connected with the Executive's employment
relationship with the Company and its affiliates, and the termination
of said employment relationship. In the event that the Executive (or
the Executive's estate, in the event of the death of the Executive)
fails to execute and deliver the general release described above within
60 days of the date of receipt of the release, the Company shall be
relieved of all obligations to make any post-termination payments of
any kind or nature under this Agreement."
(8) In all other respects, the Employment Agreement will continue in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first above written.
CENTRAL MAINE POWER COMPANY
By:_________________________________ _____________________________
Chairman, Board of Directors Xxxxxx X. Call
