Exhibit 10.2
THIS
AGREEMENT, dated this xx day of xxxxx, xxxx, made effective as of the date on which a
Change in Control (as defined in paragraph 2) occurs, by and among Unitil Corporation
(“Unitil”), a New Hampshire corporation, Unitil Service Corp., a New Hampshire
corporation and a wholly-owned subsidiary of Unitil (“Subsidiary”) (Unitil and
Subsidiary are herein referred to collectively as the “Company’) and xxxxxxxxx
having an address at xxxxxxxxxxxxxx (the “Employee”).
W
I T N E S S E T H T
H A T:
WHEREAS,
the Employee is an employee of the Company and an integral part of its management who
participates in the decision making process relative to short and long-term planning and
policy for the Company;
WHEREAS,
the Board of Directors of Unitil, determined that it would be in the best interests of
Unitil, its shareholders and the Employee to assure continuity in the management of the
Company’s administration and operations in the event of a Change in Control by
entering into an employment agreement to retain the services of the Employee, and the
Board of Directors of Subsidiary, made the same determination; and
NOW,
THEREFORE, it is hereby agreed by and between the parties hereto as follows:
| 1. |
Employment. The Company agrees to continue the Employee in its employ and
the Employee agrees to remain in the employ of the Company for the period stated
in paragraph 4 hereof and upon the terms and conditions herein provided. |
| 2. |
Change in Control. The term, “Change in Control,” shall mean
the occurrence of any of the following: |
| (a) |
Unitil receives a report on Schedule 13D filed with the Securities and Exchange
Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as
amended (hereinafter referred to as the “Exchange Act”), disclosing
that any person, group, corporation or other entity is the beneficial owner,
directly or indirectly, of twenty-five percent or more of the outstanding common
stock of Unitil; |
| (b) |
any person (as such term is defined in Section 13(d) of the Exchange Act),
group, corporation or other entity other than Unitil or a wholly-owned
subsidiary of Unitil, purchases shares pursuant to a tender offer or exchange
offer to acquire any common stock of Unitil (or securities convertible into
common stock) for cash, securities or any other consideration, provided that
after consummation of the offer, the person, group, corporation or other entity
in question is the beneficial owner (as such term is defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of twenty- five percent or more of
the outstanding common stock of Unitil (calculated as provided in paragraph (d)
of Rule 13D-3 under the Exchange Act in the case of rights to acquire common
stock); |
| (c) |
the stockholders of Unitil approve (i) any consolidation or merger of Unitil in
which Unitil is not the continuing or surviving corporation or pursuant to which
shares of common stock of Unitil would be converted into cash, securities or
other property (except where Unitil shareholders before such transaction will be
the owners of more than 75% of all classes of voting stock of the surviving
entity), or (ii) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all or substantially all the assets of
Unitil; or |
| (d) |
there shall have been a change in a majority of the members of the Board of
Directors of Unitil within a 25 month period unless the election or nomination
for election by the Unitil’s stockholders of each new director was approved
by the vote of two-thirds of the directors then still in office who were in
office at the beginning of the 25 month period. |
Should
the Change in Control be stockholder approval under paragraph 2(c) and if the Board of
Directors of Unitil determines the approved transaction will not be completed and is
abandoned prior to any termination of the Employee’s employment, a Change in Control
shall no longer be in effect and the provisions of this Agreement shall continue in the
effect as if a Change in Control had not occurred.
| 3. |
Position and Responsibilities. During the period of employment hereunder,
the Employee agrees to serve the Company in an executive capacity. Such service
shall involve duties and responsibilities at least equal in importance and scope
to those of the Employee’s position immediately prior to the effective date
of this Agreement, as the Board of Directors, the Chairman of the Board of
Directors or chief executive officer or any other executive officer of the
Company to whom the Employee reports may from time to time determine. During
said period, the Employee also agrees to serve, if elected, as an officer and/or
director of any subsidiary or affiliate of the Company. |
| (a) |
The period of the Employee’s employment under this Agreement shall be
deemed to have commenced as of the effective date of this Agreement and shall
continue for a period of 24 full calendar months thereafter. |
| (b) |
During the period of employment hereunder and except for illness or incapacity
and reasonable vacation periods, the Employee’s business time, attention,
skill and efforts shall be exclusively devoted to the business and affairs of
the Company; provided, however, that nothing in this Agreement shall preclude
the Employee from devoting time during reasonable periods required for |
| |
(i) |
serving as a director or member of a committee of any company or organization
involving no conflict of interest with the Company or any of its subsidiaries or
affiliates, |
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(ii) |
delivering lectures and fulfilling speaking engagements, and |
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(iii) |
engaging in charitable and community activities, provided that such activities
do not materially affect or interfere with the performance of the
Employee’s obligations to the Company. |
| (a) |
For all services rendered by the Employee in any capacity during employment
under this Agreement, including services as an executive, officer, director, or
member of any committee of the Company or of any subsidiary or affiliate of the
Company, the Company shall pay the Employee a fixed salary at an annual rate not
less than the annual rate of salary being paid to Employee immediately prior to
the effective date of this Agreement. Such salary shall be subject to such
periodic percentage increases after the effective date of this Agreement as the
Company pays generally to the Company’s senior management employees from
time to time, and shall be payable in accordance with the customary payroll
practices of the Company. Such periodic increases in salary, once granted, shall
not be subject to revocation. |
| (b) |
In addition to the salary payable under subsection (a), above, the Company shall
provide to the Employee a bonus opportunity not less than the bonus opportunity
in effect for the year in which the effective date of this Agreement occurs and
in any event shall pay to the Employee annual bonuses in an amount at least
equal to the amount of the last payment to the Employee under any short-term
incentive performance program of the Company or any subsidiary of the Company in
effect during the twelve month period prior to the effective date of this
Agreement. Nothing in this subsection (b) shall be deemed to require the Company
to (i) have or continue an incentive performance program in effect prior to the
effective date of this Agreement or (ii) award to the Employee any bonuses under
such program prior to the effective date of this Agreement. |
| (c) |
Nothing in this Agreement shall preclude or affect any rights or benefits that
may now or hereafter be provide for the Employee or of which the Employee may be
or become eligible under any bonus or other form of compensation or employee
benefit plan now existing or that may hereafter be adopted or awarded by the
Company. Specifically, the Employee shall: |
| |
(i) |
participate in the Unitil Corporation Retirement Plan, the Concord Electric
Company Retirement Plan, the Exeter & Hampton Electric Company Retirement
Plan or Fitchburg Gas and Electric Light Company Retirement Plan depending upon
which of said retirement plans the EMPLOYEE was participating in immediately
prior to the effective date of this Agreement and any related excess benefit or
supplemental retirement program (hereinafter referred to collectively as the
“Retirement Program”); |
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(ii) |
participate in any savings or thrift plan maintained by the Company; |
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(iii) |
participate in any stock option, stock appreciation right, equity incentive or
deferred compensation plan maintained by the Company; |
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(iv) |
participate in the Company’s death benefit plans; |
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(v) |
participate in the Company’s disability benefit plans; |
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(vi) |
participate in the Company’s medical, dental and health and welfare plans;
and |
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(vii) |
participate in equivalent successor plans of the Company for which senior
management employees are eligible; |
provided, however, that nothing in
this Agreement shall preclude the Company from amending or terminating any such plan or
program, on the condition that such amendment or termination is applicable to all of the
Company’s senior management employees generally. For purposes of the foregoing, any
plan or program maintained by any subsidiary of the Company which is made available to the
senior management of the Company and its subsidiaries taken as a whole, shall be deemed to
be a plan or program maintained by the Company.
| 6. |
Business Expenses. The Company shall pay or reimburse the Employee for
all reasonable travel or other expenses incurred in connection with the
performance of the Employee’s duties under this Agreement in accordance
with such procedures as the Company may from time to time establish. |
| 7. |
Additional Benefits. Nothing in this Agreement shall affect the Employee’s
eligibility to participate in all group health, dental, hospitalization, life,
travel or accident or other insurance plans or programs and all other
perquisites, fringe benefit or retirement plans or additional compensation,
including termination pay programs, which the Company or any subsidiary of the
Company may hereafter, in their sole and absolute discretion, elect to make
available to the senior management employees of the Company generally, and the
Employee shall be eligible to receive, during the period of employment under
this Agreement, all benefits and emoluments for which key employees are eligible
under every such plan, program, perquisite or arrangement to the extent
permissible under the general terms and provisions thereof. |
| 8. |
Termination of Employment. Notwithstanding any other provision of this
Agreement, the Employee’s employment under this Agreement may be
terminated: |
| (a) |
by the Company, in the event of the Employee’s conviction for the
commission of a felony or in the event of the Employee’s fraud or
dishonesty which has resulted or is likely to result in material economic damage
to the Company or any of its subsidiaries, as determined in good faith by the
Directors of the Company at a meeting of the Board of Directors at which the
Employee is provided an opportunity to be heard; |
| (b) |
by either the Company or the Employee, if the Employee accepts employment or a
consulting position with another company; |
| (c) |
by the Employee, if there has been any (i) material demotion in the position
held with the Company which demotion would cause the Employee’s position
with the Company to become of less dignity, responsibility, importance, prestige
or scope from that described in paragraph 3 above, including, without
limitation, a change from being a senior officer of a publicly held company or a
diminution in perquisites to which the Employee is currently entitled, such as
office size and status, and secretarial and clerical staff, but excluding for
this purpose, changes to individuals, groups, positions, or divisions which
report to the Employee or the person or persons to whom the Employee reports,
(ii) assignment or reassignment by the Company of the Employee to another place
of employment more than 50 miles from the Employee’s current place of
employment, (iii) liquidation, dissolution, consolidation or merger of the
Company, or transfer of all or substantially all of its assets, other than a
transaction in which a successor corporation with a net worth at least equal to
that of the Company assumes this Agreement and all obligations and undertakings
of the Company hereunder, (iv) reduction in the Employee’s total
compensation or any component thereof (for purposes of determining whether there
has been a reduction in the value of option awards, such determination shall be
based on the average value of prior option awards made to the Employee under the
Company’s option plan in effect on the effective date of this Agreement as
valued by an independent financial adviser using the Black Scholes valuation
method with assumptions determined by such adviser consistently applied), as
specified in paragraph 5 above, except as part of a salary reduction program
affecting the management employees of the Company and its subsidiaries
generally, or (v) other material breach of this Agreement by the Company,
provided, however, no event specified in this paragraph 8(c) shall allow the
Employee to terminate employment unless the Employee has given written notice to
the Company, specifying the event relied upon for such termination within one
year after the occurrence of such event and the Company has not remedied such
within 30 days receipt of such notice; or |
| (d) |
by the Employee, if there is a termination of the Service Agreement by and
between the Company and Unitil Service Corp. (“UNITIL Service”) dated
as of January 23, 1985, as amended (the Service Agreement); or |
| (e) |
by the Company upon the Disability or delay of the Employee. For purposes of
this Agreement, the term “Disability” is defined as the inability of
the Employee to engage in his regular occupation for 12 consecutive months and
the inability thereafter to engage in any occupation in which the Employee could
reasonable expect to engage giving due consideration to Employee’s
education, training and experience. The Employee must be under the regular
medical care of a physician in connection with treatment for Disability. |
| 9. |
Payments Upon Termination of Employment. |
| (a) |
In the event of any termination of the Employee’s employment hereunder (i)
by the Employee pursuant to paragraph 8(c) above, or (ii) by the Company for any
reason other than one of those specified in paragraph 8(a), 8(b) or 8(d), above,
then, within 5 business days after any such termination (except as provided in
paragraph 9(a)(iv)(2)) the Company shall pay to the Employee the following
amounts, and shall provide the Employee and the dependents, beneficiaries and
estate of the Employee with the following, as liquidated damages or severance
pay, or both: |
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(i) |
a lump sum cash amount equal to the present value of the product obtained by
multiplying (1) the monthly amount of the salary and one- twelfth the annual
bonus provided for in paragraphs 5(a) and 5(b) above, which was being paid by
the Company to the Employee at the time of such termination, by (2) 24; |
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(ii) |
A lump sum cash amount equal to the present value of the excess of (1) the
aggregate benefit that would have been paid under the Retirement Program
described in paragraph 5(c)(i), above, as in effect on the date of this
Agreement, if the Employee had continued to be employed and to be entitled to
service credit for eligibility and benefit purposes during the 24- month period
immediately following such termination, over (2) the aggregate benefit actually
payable under the Retirement Program and any successor retirement program of the
Company. For purposes of such calculation, the following assumptions shall
apply: (1) that the Employee would continue to be compensated during the 24
month period following termination at an annual rate of compensation equal to
that used to calculate the payments provided by paragraph 9(a) above, calculated
on the basis of the compensation amount used in the benefit formula under the
Retirement Program; (2) that the Employee is fully vested in the benefit payable
under the Retirement Program; and (3) that the aggregate benefit that would have
been paid under the Retirement Program is as of either the normal or early
retirement date for which the Employee would have qualified, if the Employee
were still employed on that date, whichever would produce the highest present
value amount payable under this paragraph; and (4) that for purposes of the
calculation of the lump sum cash amount as described herein it will be assumed
that the Employee would receive aggregate retirement benefits for a period to be
determined by an actuarial analysis in accordance with the standard assumptions
used in providing annual funding for the Company’s normal Retirement
Program. |
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(iii) |
A lump sum cash amount equal to the present value of the contributions which
would have been made by the Company or any subsidiary of the Company to the
Employee’s account pursuant to any savings or thrift plan maintained by the
Company or any subsidiary of the Company in which the Employee was participating
immediately prior to such termination, calculated as if the Employee had
continued to be employed and to be entitled to such contributions during the
24-month period immediately following such termination, at a rate of
contribution equal to that made by the Company or any subsidiary of the Company
during the most recent contribution period preceding such termination; and |
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(iv) |
A lump sum cash amount equal to the economic benefit that the Employee would
have received on any outstanding Company stock options which on the date of
employment termination are not vested or are not exercisable, including any
associated dividend equivalents, assuming such options remained unexercised
until the day preceding the expiration of the grant on such options, based on
assumptions determined by the Compensation Committee upon advice of an
independent financial advisor. |
| (b) |
For purposes of calculating the lump sum cash payments provided by paragraphs
9(a)(i) through (iv), above, present value shall be determined by using a
discount factor equal to one percentage point below the Prime Rate, compounded
annually. The “Prime Rate” shall be the base rate on corporate loans
at large U.S. money center commercial banks as reported in The Wall
Street Journal (or, if such rate is no longer published, such
other base rate on corporate loans by large money center commercial banks in the
United States to their most creditworthy customers as published by any newspaper
or periodical of general circulation) as of the date on which termination shall
have occurred. |
| (c) |
For a period of 24 months (commencing with the month in which termination shall
have occurred), the Employee shall continue to be entitled to all employee
benefits provided for in paragraphs 5(c)(iv) through (vi), above, as if the
Employee were still employed during such period under this Agreement, with
benefits based upon the compensation used to calculate the payments provided by
paragraph 9(a) above, and if and to the extent that such benefits shall not be
payable or provided under any such plan, the Company shall pay or provide such
benefits on an individual basis. The benefits provided for in paragraph
5(c)(vi), above, in accordance with this paragraph 9(c) shall be secondary to
any comparable benefits provided by another employer. |
| (d) |
(i) In the event it shall be determined that any payment or distribution by the
Company to or for the benefit of the Employee, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise (a “Payment”), would be subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the
“Code”) (or any successor thereto) or comparable state or local tax or
any interest or penalties with respect to such excise tax or comparable state or
local tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the “Excise Tax”), then the
Employee shall be entitled to receive an additional payment (a “Gross-Up
Payment”). The Gross-Up Payment shall be equal to the sum of the Excise Tax
and all taxes (including any interest or penalties imposed with respect to such
taxes) imposed upon the Gross-Up Payment. |
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(ii) |
If the Employee determines that a Gross-Up Payment is required, the Employee
shall so notify the Company in writing, specifying the amount of Gross-Up
Payment required and details as to the calculation thereof, the Company shall
within 30 days either pay such Gross-Up Payment (net of applicable wage
withholding) to the Employee or furnish an unqualified opinion from Independent
Tax Counsel (as defined below), addressed to the Employee and the Company, that
there is substantial authority (with the meaning of section 6661 of the Code)
for the position that no Gross- Up Payment is required. “Independent Tax
Counsel” mean a lawyer with expertise in the area of executive compensation
tax law, who shall be selected by the Employee and shall be reasonably
acceptable to the Company, and whose fees and disbursements shall be paid by the
Company. |
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(iii) |
If the Internal Revenue Service or other tax authority proposes in writing an
adjustment to the income tax of the Employee which would result in a Gross-Up
Payment, the Employee shall promptly notify the company in writing and shall
refrain for at least thirty days after giving such notice, if so permitted by
law, from paying any tax (including interest, penalties and additions to tax)
asserted to be payable as a result of such proposed adjustment. Before the
expiration of such period, the Company shall either pay the Gross-Up Payment or
provide an opinion from Independent Tax Counsel to the Employee and the Company
as to whether it is more likely than not that the proposed adjustment would be
successfully challenged if the matter were to be litigated. If the opinion
provides that a challenge would be more likely than not to be successful if the
issue were litigated, and the Company requests in writing that the Employee
contest such proposed adjustment, then the Employee shall contest the proposed
adjustment and shall consult in good faith with the Company with respect to the
nature of all action to be taken in furtherance of the contest of such proposed
adjustment; provided that the Employee, after such consultation with the
Company, shall determine in his sole discretion the nature of all action to be
taken to contest such proposed adjustment, including (A) whether any such action
shall initially be by way of judicial or administrative proceedings, or both,
(B) whether any such proposed adjustment shall be contested by resisting payment
thereof or by paying the same and seeking a refund thereof, and (C) if the
Employee shall undertake judicial action with respect to such proposed
adjustment, the court or other judicial body before which such action shall be
commenced and the court or other judicial body to which any appeals should be
taken. The Employee agrees to take appropriate appeals of any judicial decision
that would require the Company to pay a Gross-Up Payment, provided the Company
requests in writing that the Employee do so and provides an opinion from
Independent Tax Counsel to the Employee and the Company that it more likely than
not that the appeal would be successful. The Employee further agrees to settle,
compromise or otherwise terminate a contest with the Internal Revenue Service or
other tax authority with respect to all or a portion of the proposed adjustment
giving rise to the Gross-Up Payment, if requested by the Company in writing to
do so at any time, in which case the Employee shall be entitled to receive from
the Company the Gross- Up Payment. In no event shall the Employee compromise or
settle all or any portion of a proposed adjustment which would result in a
Gross-Up Payment without the written consent of the Company. |
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The Employee shall not be required to
take or continue any action pursuant to this paragraph 9(d) unless the Company
acknowledges its liability under this Agreement in the event that the Internal Revenue
Service or other tax authority prevails in the contest. The Company hereby agrees to
indemnify the Employee in a manner reasonably satisfactory to the Employee for any fees,
expenses, penalties, interest or additions to tax which the Employee may incur as a result
of contesting the validity of any Excise Tax and to pay the Employee promptly upon receipt
of a written demand therefor all costs and expenses which the Employee may incur in
connection with contesting such proposed adjustment (including reasonable fees and
disbursements of Independent Tax Counsel); provided, however, that the Company shall not
be required to pay any amount necessary to permit the Employee’s institution of a
claim for refund under this paragraph 9(d)(iii). |
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If the Employee shall have contested
any proposed adjustment as above provided, and for so long as the Employee shall be
required under the terms of this paragraph 9(d)(iii) to continue such contest, the Company
shall not be required to pay a Gross-Up Payment until there occurs a Final Determination
(as defined below) of the liability of the Employee for the tax and any interest,
penalties and additions to tax asserted to be payable as a result of such proposed
adjustment. A “Final Determination ” shall mean (A) a decision, judgment, decree
or other order by any court of competent jurisdiction, which decision, judgment, decree or
other order has become final after all allowable appeals by either party to the action
have been exhausted, the time for filing such appeal has expired or the Company has not
right under the terms hereof to request an appeal, (ii) a closing agreement entered into
under section 7121 of the code or any other settlement agreement entered into in
connection with an administrative or judicial proceeding and with the consent of the
Company, or (iii) the expiration of the time for instituting a claim for refund, or if
such a claim was filed, the expiration of the time for instituting suit with respect
thereto. |
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(iv) |
In the event the Employee receives any refund from the Internal Revenue Service
or other tax authority on account of an overpayment of Excise Tax, such amount
and interest attributable thereto shall be promptly paid by the Employee to the
Company. |
| 10. |
Source of Payments. All payments provided for in paragraphs 5, 6, 7 and 9
shall be paid in cash from the general funds of the Company and its
subsidiaries. The Company shall not be required to establish a special or
separate fund or other segregation of assets to assure such payments. |
| 11. |
Litigation Expenses. The Company agrees to pay, upon written demand
therefor by the Employee, all legal fees and expenses the Employee reasonably
incurs as a result of any dispute or contest (regardless of the outcome thereof)
by or with the Company or others regarding the validity or enforceability of, or
liability under, any provision of this Agreement. The Employee agrees to repay
to the Company any such fees and expenses paid or advanced by the Company if and
to the extent that the Company or such others obtains a judgment or
determination that the Employee’s claim was frivolous or was without merit
from a court of competent jurisdiction from which no appeal may be taken,
whether because the time to do so has expired or otherwise. Notwithstanding any
provision hereof or any other agreement, the Company may offset any other
obligation it has to the Employee by the amount of such repayment. |
Notwithstanding
any provision of New Hampshire law to the contrary, in no event shall the Employee be
required to reimburse the Company for any of the costs and expenses relating to such
litigation or other proceeding. The obligation of the Company under this paragraph 11
shall survive the termination for any reason of this Agreement (whether such termination
is by the Company, by the Employee, upon the expiration of this Agreement or otherwise).
| 12. |
Income Tax Withholding. The Company may withhold from any payments made
under this Agreement all federal, state, city or other taxes as shall be
required pursuant to any law or governmental regulation or ruling. |
| 13. |
Entire Understanding. This Agreement contains the entire understanding
between the Company and the Employee with respect to the subject matter hereof
and supersedes any prior employment agreement between the Company and the
Employee, except that this Agreement shall not affect or operate to reduce any
benefit or compensation inuring to the Employee of a kind elsewhere provided and
not expressly provided for in this Agreement. |
| 14. |
Mitigation. In no event shall the Employee be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Employee under any of the provisions of this Agreement. |
| 15. |
Release. Prior to receipt of any payments, pursuant to paragraph 9 of
this Agreement, Employee shall execute a general employment claims release of
the Company in a form reasonably acceptable to the Company. The Company shall
have no obligation to make any payments under this Agreement unless, and until,
it receives such release. |
| 16. |
Severability. If, for any reason, any one or more of the provisions or
part of a provision contained in this Agreement shall be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision or part of a provision of
this Agreement not held so invalid, illegal or unenforceable, and each other
provision or part of a provision shall to the full extent with law continue in
full force and effect. If this Agreement is held invalid or cannot be enforced,
then to the full extent permitted by law any prior agreement between the Company
and the Employee shall be deemed reinstated as if this Agreement had not been
executed. |
| 17. |
Consolidation, Merger, or Sale of Assets. Nothing in this Agreement shall
preclude the Company from consolidating or merging into or with, or transferring
all or substantially all of its assets to, another corporation with a net worth
at least equal to that of the Company hereunder. Upon such a consolidation,
merger or transfer of assets and assumption, the term “the Company”,
as used herein shall mean such other corporation and this Agreement shall
continue in full force and effect. |
| 18. |
Notices. All notices, requests, demands and other communications required
or permitted hereunder shall be given in writing and shall be deemed to have
been duly given if delivered or mailed, postage prepaid, first class as follows: |
| |
|
Unitil Corporation
0 Xxxxxxx Xxxx Xxxx
Xxxxxxx, Xxx Xxxxxxxxx 00000
Attention: Corporate Secretary |
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|
at the address set forth at the beginning of this Agreement or to such other address as either party shall have previously specified in writing to the other. |
| 19. |
No Attachment. Except as required by law, no right to receive payment xxxxxx
this Agreement shall be subject to anticipation, commutation, alienation, sale
assignment, encumbrance, charge, pledge, or hypothecation or to execution,
attachment, levy, or similar process or assignment by operation of law, and any
attempt, voluntary or involuntary, to effect any such action shall be null, void
and of no effect. |
| 20. |
Binding Agreement. This Agreement shall be binding upon, and shall inure
to the benefit of, the Employee and the Company and their respective permitted
successors and assigns. |
| 21. |
Modification and Waiver. This Agreement may not be modified or amended
except by an instrument in writing signed by the parties hereto. No term or
condition of this Agreement shall be deemed to have been waived, nor shall there
be any estoppel against the enforcement of any provision of this Agreement
except by written instrument signed by the party charged with such waiver or
estoppel. No such written waiver shall be deemed a continuing waiver unless
specifically stated therein, and each such waiver shall operate only as to the
specific term or condition waived and shall not constitute a waiver of such term
or condition for the future or as to any act other than specifically waived. |
| 22. |
Headings of No Effect. The paragraph headings contained in this Agreement
are included solely for convenience of reference and shall not in any way affect
the meaning or interpretation of any of the provisions of this Agreement. |
| 23. |
Governing Law. This Agreement and its validity, interpretation, performance,
and enforcement shall be governed by the laws of the State of New Hampshire,
without giving effect to the choice of law provisions in effect in such State. |
IN WITNESS WHEREOF, the Company has
caused this Agreement to be executed by its officers thereunto duly authorized, and the
Employee has signed this Agreement, all as of the date first above written.
|
BY:
Employee: |
Unitil SERVICE CORPORATION
——————————————
—————————————— |
Employees Who Have Executed Above Severance Agreement:
|
|
| Employee |
Effective Date |
| Xxxxxx X. Xxxxxxxx |
3/25/03 |
| Xxxxxx X. Xxxx |
2/13/01 |
