Exhibit 10-102.1
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
DAVID E. MARSH of Augusta, Maine (the "Executive").
WHEREAS, Central Maine Power Company and the Executive entered into an
Employment Agreement dated January 1, 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. Acknowledging the fact that the SERP will
be terminated in 1999, the Company agrees to provide the Executive with
a 100% vested right to a special retirement benefit payable as of the
first day of the month after he attains age 55 equal to the greater of
(a) fifty percent (50%) of his highest three (3) consecutive years'
average annual base salary from the Company, minus any amounts payable
under the Basic Plan, or (b) the annual retirement benefit he would
have been entitled to receive under the Supplemental Executive
Retirement Plan (the "SERP") as it existed on March 17, 1999, with the
application of the terms of this Employment Agreement as of March 17,
1999, which the parties agree is equal to 42.25% of the Executive's
Final Average Earnings, reduced by other benefits in accordance with
the terms of the SERP. The parties further agree that for purposes of
calculating the Executive's Final Average Earnings under the SERP: (i)
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 (ii) 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). The special retirement benefit shall be calculated as a single
life annuity payable over the lifetime of the Executive (except as
provided below), and the reduction of the Basic Plan benefit specified
above shall be made by denominating each such benefit as a single life
annuity commencing on the same date."
(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 sentences 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 is 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, and disclosure of this
requirement to the Executor or Personal Representative of the
Executive's Estate (if the Executive is then deceased), 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 David E. Marsh