Exhibit 10.2
PENNICHUCK CORPORATION
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DEFERRED COMPENSATION PROGRAM
DEFERRAL ELECTION FORM
I understand that this Deferral Election Form constitutes the agreement
between Pennichuck Corporation ("Company") and me for the deferral of my
director's fees and that my signature on this Form validates any election to
make a deferral and that any previously submitted Form(s) are hereby revoked.
1. Election of Deferral. I elect to defer % of my director's fees for future
services as a member of the Company's Board of Directors for 199 and
thereafter, with the balance to be paid to me on the dates that such fees
are otherwise payable.
2. Form of Distribution. I understand that I may select a form of
distribution of such fees either in cash or in shares of the Company's
$1.00 par value common stock ("Common Shares") upon my eligibility for
such distribution based upon the conditions set forth in Paragraph 4(i),
(ii) and (iii). I hereby elect the following form of distribution:
_____ (A) Payment of all fees deferred together with cumulative
interest thereon to be paid to me in cash.
Interest. I understand that any amounts deferred will
be credited with interest calculated monthly at
interest rates equal to the Company's average cost of
money for its short term borrowings.
_____ (B) Payment of all fees deferred together with cumulative
dividends thereon to be paid to me in Common Shares of the
Company. I understand that my account will be credited on
June 30 and December 31 each year (or such other dates on
which directors' fees are paid) for unit share equivalents,
such share equivalents to be calculated using the closing bid
price of the Company's Common Shares on said dates. In the
event of a change in the number of Common Shares through a
declaration of a stock dividend, stock split or otherwise,
the amount of unit share equivalents will be adjusted
accordingly.
Dividends. I understand that any amounts deferred will
be credited with additional unit share equivalents for
any regular and special dividends that may be declared
from time to time by the Company, such share
equivalents to be calculated using the closing bid
price of the Company's common stock on the respective
dividend payable dates, including fractional
equivalents.
Nature of Common Shares. I further understand that the
Common Shares acquired hereby will not be registered
under the Securities Act of 1933, as amended; will be
characterized as "restricted securities" within the
meaning of said Securities Act and Regulation D
thereunder; that any certificate(s) representing such
shares will bear a legend to such effect; and, that any
subsequent sale or disposition of such shares, if any,
will be made in accordance with the requirements of the
Securities Act, including compliance with Rule 144
promulgated thereunder.
3. Method of Distribution. I understand that I have no right to such fees
during the Deferral Period, as that term is defined in Paragraph 4 below,
and hereby elect the following:
_____ (A) The cumulative amounts deferred by me, whether in form of
cash or unit share equivalents, and the total interest or
dividends accrued on such amounts, minus any amounts required
to be withheld for federal income tax purposes, will be
delivered to me directly in one lump sum in the form of
distribution selected above, at the end of the Deferral
Period.
_____ (B) The cumulative amounts deferred by me and the interest or
dividends accrued on such amounts, minus amounts required to
be withheld for federal income tax purposes, will be
delivered to me commencing at the end of the Deferral Period
in _______ approximately equal annual installments in the
form of distribution selected above.
It is my understanding that this election as to method of distribution
may be changed at any time up to one year prior to the end of the
Deferral Period either by completing a Deferral Election Form bearing a
date subsequent to the date thereof or by so instructing the Company in
writing.
4. Deferral Period. The Deferral Period shall begin when the directors' fees
would otherwise have been received by the director, and end at such time
as the director (i) attains the age of 70, (ii) ceases to be a director,
or (iii) dies, whichever shall first occur.
5. Conversion of Existing Account Balances. If applicable, I elect to
convert % of my existing account balance into unit share equivalents of
the Company's Common Shares, such share equivalents to be calculated
based on the closing bid price of the Company's common stock on the date
of this election. I understand that this conversion is made on a one
time, irrevocable basis.
6. Beneficiary. In the event that I should die before any or all deferred
amounts have been paid to me, I designate the following beneficiary to
receive the remainder of such payment due to be paid as designated
pursuant to Paragraph 3 above. I understand that in the event some other
beneficiary was designated previously by me, this Paragraph 6, if
completed, will revoke such designation.
NAME: __________________________________________________________
ADDRESS: _______________________________________________________
________________________________________________________________
SOCIAL SECURITY NUMBER: ________________________________________
7. Irrevocability of Election. The foregoing election is made by me with
knowledge that this specific election is irrevocable with respect to each
calendar year unless a new Deferral Election Form is subsequently
executed and delivered to you on or before the last day of the preceding
calendar year.
8. Program Unfunded. During the Deferral Period, no deferring director will
have any rights to the amounts which he has deferred. Nothing contained
herein shall be deemed to create a trust of any kind or create any
fiduciary relationship. Funds invested under this Program shall continue
for all purposes to be a part of the general funds of the Company, and no
person other than the Company shall, by virtue of the provisions of this
Program, have any interest in such funds. To the extent that any director
acquires a right to receive payments from the Company under this Program,
such right shall be no greater than the right of any unsecured general
creditor of the Company.
9. Withholding. Distribution of any deferral benefits will be reduced for
any amounts required to be withheld by the Company pursuant to any
governmental law or regulation with respect to taxes or similar
provisions.
10. Nonassignability. The Company will refuse to recognize any pledge or
assignment of income deferred under this Deferred Compensation Program
and will resist any attempt by an outsider to attach deferred benefits.
DATED: __________________________________________________ , 19___
SIGNED: _________________________________________________________
ACKNOWLEDGEMENT
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I hereby certify that the foregoing Deferral Election Form signed by
___________________________ and dated ________________, 19___ was received by
me on __________________, 19___ .
SIGNED: ________________________________
