Exhibit 10-101.1
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 CMP GROUP, INC. (the "Company") and
ARTHUR W. ADELBERG (the "Executive").
WHEREAS, Central Maine Power Company and the Executive entered into an
Employment Agreement dated January 15, 1998 (the "Employment Agreement"); and
WHEREAS, CMP Group, Inc. is the successor employer to Central Maine
Power Company; 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) The term "Company" in the Employment Agreement shall henceforth
refer to CMP Group, Inc.
(2) Section 4.a.(v) is hereby deleted and shall be replaced with the
following provision:
"(v) Life Insurance Contract. The Company has decided to terminate the
SERP in 1999. In consideration of the Executive's agreement to assign
to the Company his rights to the insurance contract on his life
maintained under the split dollar arrangement connected to the SERP,
the Company agrees to procure a term life insurance policy on the
Executive's life with a face amount equal to or greater than the face
amount of the policy being assigned and to pay the premiums on said
policy until the later of the date the Executive terminates his
employment with the Company, or until the end of the Severance Period.
In the event that the Executive dies while this replacement insurance
policy is in force and while the Company is paying the premiums,
payment of the face amount to the Executive's beneficiaries shall
constitute a benefit payable under the SERP and that amount shall be
credited to reduce the payment obligations of the Company under Section
4.a.(vi) below."
(3) Section 4.a.(vi) is hereby amended by deleting the first two
sentences thereof and replacing them with the following sentences:
"Special Retirement Benefit. In the event that the Executive is
actively employed by the Company on June 30, 2000, he shall have a 100%
vested right to a special retirement benefit described below. The
special retirement benefit shall be calculated as a single life annuity
payable over the lifetime of the Executive (except as provided below)
and shall be the greater of (a) an amount equal to two and six-tenths
percent (2.6%) for each year of employment with the Company multiplied
by the Executive's highest three (3) consecutive years' average annual
base salary from the Company, minus any amounts (denominated for this
calculation as a single life annuity under each plan, program or
agreement on the assumption that the payments would commence on the
same date), payable to the Executive under the Retirement Income Plan
for Non-Union Employees of Central Maine Power company (the "Basic
Plan"), and any successor defined benefit plan to the Basic Plan, or
(b) the annual retirement benefit the Executive would have received
under the Supplemental Executive Retirement Plan (the "SERP") based
upon the terms of the SERP as of March 17, 1999; provided, however,
that the SERP calculation shall only be made if the Executive
terminates after attaining age 55 or receives constructive credit for
service through age 55. The parties further agree that for purposes of
calculating the Executive's Final Average Earnings under the SERP: (a)
no more than three (3) annual incentive bonus payment amounts shall be
included in the 36 month calculation, notwithstanding the fact that the
Compensation and Benefits Committee may have accelerated the payment
due in February of 2000 into December of 1999, and (b) the term
"Earnings" shall include any bonuses paid under the Annual Incentive
Plan, including any mandatory deferrals and the value of any discounts
on the purchase of Company stock, but excluding any amounts paid under
the Long Term Incentive Plan (both stock options and performance
shares). Payments shall commence hereunder on the first day of the
calendar month following the later of (a) the Employee's 55th birthday,
(b) the last day of the thirty-six (36) month period for which the
Executive is receiving severance pay under Section 5.a. below, or (c)
his date of termination of employment with the Company."
(4) Section 5.a.(i) is hereby amended by changing the phrase "2.99
times (a)" in line 4 to "(a) 1.99 times" and adding the words "2.99 times" after
the letter (b) in line 6.
(5) 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"."
(6) Section 7.a. is hereby deleted in its entirety.
(7) 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."
(8) 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."
(9) 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. CMP GROUP, INC.
By:_________________________________ _____________________________
Chairman, Board of Directors Arthur W. Adelberg