Exhibit 10.39.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement, dated as of February 23, 1999, amends
the Employment Agreement, dated as of August 20, 1997, between Northeast
Utilities ("NU") and Xxxxxxx X. Xxxxxx, as follows:
A. The phrase "a Termination upon Change of Control, as defined in Section
6.1(f)" in Section 1.9 of the Employment Agreement is amended to read "a
Change of Control, as defined in Section 6.1(c)".
B. Section 6.1(f) is amended to read in its entirety 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.
C. Section 6.4(c) of the Employment Agreement is deleted, and the following
paragraph is added at the beginning of Section 6.4:
Upon the occurrence of a Change of Control, unless the Compensation Committee
of the Northeast Utilities Board of Trustees is comprised of the same members
as those on the Committee immediately before the Change of Control and
determines otherwise, (i) the Option and any subsequent stock option grants
previously granted to Executive, to the extent not already vested prior to
such occurrence, shall be fully vested and immediately exercisable as if
Executive had satisfied all requirements as to exercise, including the right
of exercise where appropriate within 36 months of such occurrence, and if the
Change of Control results in the Voting Securities of NU ceasing to be traded
on a national securities exchange or through the national market system of
the National Association of Securities Dealers Inc., the price at which the
Option shall be exercised shall be the average of the closing prices for the
five trading days preceding the day such Voting Securities cease trading; and
(ii) if the Company is not the surviving corporation (or survives only as a
subsidiary of another corporation), that portion of the Option that has not
been exercised shall be assumed by, or replaced with comparable options or
rights by, the surviving corporation. Notwithstanding the foregoing, such
Committee (if comprised of the same members as those on the Committee
immediately before the Change of Control) may require Executive to surrender
the remainder of the Option in exchange for a payment by the Company, in cash
or common shares as determined by the Committee, in an amount equal to the
amount by which the then fair market value of the common shares subject to
the Option exceeds $9.625 per share, or, after giving Executive an
opportunity to exercise the Option, terminate the Option at such time as the
Committee deems appropriate.
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
/s/Xxxxxxx X. Xxxxxx
By/s/Xxxxxx Xxxxx
Senior Vice President, Secretary
and General Counsel
3/3/99 3/3/99
