EXHIBIT (10)(p)
NEW ENGLAND ELECTRIC COMPANIES'
INCENTIVE COMPENSATION PLAN I
Adopted - August 24, 1977
Amended - December 5, 1978
Amended - May 17, 1982
Amended - July 31, 1984
Amended - July 30, 1985
Amended - February 9, 1987
Amended - May 23, 1990
Amended - December 1, 1991
Amended - January 1, 1992
Amended - January 1, 1994
Amended - February 21, 1994
Amended - January 1, 1995
TABLE OF CONTENTS
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Page
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I. PURPOSE . . . . . .1
II. DEFINITIONS . . . .1
2.01 Base Compensation1
2.02 Beneficial Owner1
2.03 Board. . . . .1
2.04 Category A Participant1
2.05 Category B Participant2
2.06 Change in Control2
2.07 Committee. . .4
2.08 Continuing Directors5
2.09 Corporate Targets5
2.10 Fund . . . . .5
2.11 Incentive Compensation5
2.12 Low Return Target5
2.13 A Major Transaction6
2.14 Management Committee7
2.15 New England Electric System7
2.16 Participant. .7
2.17 Person . . . .8
2.18 Plan Year. . .8
2.19 Senior Incentive Compensation Plan8
III. ADMINISTRATION. . .8
3.01 Administration and Interpretation.8
3.02 Amendment and Termination.8
3.03 Salary Approvals.9
3.04 No Segregation of Assets; No Assignment.9
3.05 Accounting.. 10
IV. PARTICIPATION . . 10
4.01 Selection. . 10
4.02 Notification.10
4.03 Goals. . . . 10
V. PARTICIPANTS' COMPENSATION10
5.01 Base Compensation and Incentive Compensation.10
VI. BASE COMPENSATION 11
6.01 Determination.11
VII. INCENTIVE COMPENSATION. . . . . . . 11
7.01 Incentive Compensation Amounts.11
7.02 Criteria for Determining Incentive
Compensation.12
7.03 Notification of Award.12
7.04 Cooperation of Others.12
VIII. INCENTIVE COMPENSATION FUND13
8.01 Calculation. 13
8.02 Scaling. . . 13
8.03 Minimum Performance Requirement.14
IX. PAYMENT UPON CHANGE OF CONTROL14
9.01 Change in Control.14
X. GENERAL PROVISIONS15
10.01 Other Benefit Plans.15
10.02 Termination of Participation;
Interplan Transfer.15
10.03 Future Employment.16
10.04 Headings.16
10.05 Gender and Number.16
10.06 Governing Law.16
10.07 Effective Date.16
SIGNATURES . . . . . . . . . . . 16
ii
NEW ENGLAND ELECTRIC COMPANIES'
INCENTIVE COMPENSATION PLAN I
I. PURPOSE
The purpose of the Incentive Compensation Plan I (the Plan)
is to achieve and maintain a high level of corporate performance
by making it possible for those selected executives whose efforts
and responsibilities have direct and major influence on corporate
earnings to earn significant compensation rewards in proportion
to (i) measured corporate performance and (ii) the individual
executive's contribution.
II. DEFINITIONS
2.01 Base Compensation means the compensation referred
to in Section 6.01 and includes all salary, whether received or
deferred.
2.02 Beneficial Owner shall have the meaning defined in
Rule 13d-3 under the Exchange Act.
2.03 Board means the Board of Directors of New England
Electric System.
2.04 Category A Participant means those Participants
so designated by the Committee.
2.05 Category B Participant means all Participants not
designated Category A Participants.
2.06 Change in Control occurs when:
(a) Through March 15, 1995,
(i) any person, firm, corporation, organization, or
association of persons or organizations acting in
concert (excluding any qualified employee benefit
plan of the System) acquires more than 20% of the
outstanding Shares, whether in whole or in part,
by means of an offer made publicly to the holders
of all or substantially all of the outstanding
Shares to acquire Shares for cash, other
property, or a combination thereof or by any
other means, unless the transaction is consented
to by vote of a majority of the Continuing
Directors;
(ii) New England Electric System transfers all or a
substantial part of its assets to another person,
firm, corporation, organization, or association of
persons or organizations acting in concert
(excluding a subsidiary controlled by New England
Electric System itself), unless the transaction is
consented to by vote of a majority of the
Continuing Directors;
(iii) New England Electric System consolidates or merges
with or into any person, firm, corporation,
organization, or association of persons or
organizations, unless the transaction is consented
to by vote of a majority of the Continuing
Directors; or
(iv) during any period of 24 consecutive months,
individuals who at the beginning of such 24-month
period were directors of New England Electric
System shall cease to constitute a majority of the
Board, unless (a) the remaining directors who were
directors at the beginning of such period and (b)
any other directors whose election was approved in
advance by directors representing a majority of the
directors then in office who were directors at the
beginning of such period constitute a majority of
the Board; and
(b) After January 1, 1995, the conditions set forth in
either of the following paragraphs shall have been
satisfied:
(i) any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of New
England Electric System (not including in the
securities beneficially owned by such Person
any securities acquired directly from New
England Electric System or its affiliates)
representing 20% or more of the combined
voting power of New England Electric System's
then outstanding securities; or
(ii) during any period of not more than two
consecutive years after January 1, 1995,
individuals who at the beginning of such
period constitute the Board and any new
director (other than a director designated by
a Person who has entered into an agreement
with New England Electric System to effect a
transaction described in clause (i) of this
paragraph) whose election by the Board or
nomination for election by New England
Electric System's shareholders was approved or
recommended by a vote of at least two-thirds
of the directors then still in office who
either were directors at the beginning of the
period or whose election or nomination for
election was previously so approved or
recommended, cease for any reason to
constitute a majority of the Board.
2.07 Committee means the Compensation Committee of the
Board.
2.08 Continuing Directors means, as of the date of
determination, any director who was a member of the Board on
January 1, 1990, or who was recommended for his initial term of
office by a majority of the Continuing Directors in office at the
time of such recommendation, but excludes any director who,
together with his affiliates, is the beneficial owner of 20% or
more of the outstanding Shares (excluding securities beneficially
owned by reason of being a trustee of any employee benefit plan
of the System).
2.09 Corporate Targets means the same return on common
equity targets and cents per kilowatthour targets found in
Article IV of the Senior Incentive Compensation Plan for the Plan
Year.
2.10 Fund means the fund established each year as
provided in Section 8.01.
2.11 Incentive Compensation means the award made from
the Fund to each Participant in accordance with Section 7.01.
2.12 Low Return Target means the same low equity return
target provided in the Senior Incentive Compensation Plan for the
Plan Year.
2.13 A Major Transaction shall be deemed to have
occurred if the conditions set forth in any one of the following
paragraphs shall have been satisfied:
(a) the shareholders of New England Electric System
approve a merger or consolidation with any
corporation or business trust, other than (i) a
merger or consolidation which would result in the
individuals who prior to such merger or
consolidation constitute the Board constituting at
least two-thirds of the board of directors of New
England Electric System or the surviving or
succeeding entity immediately after such merger or
consolidation, or (ii) a merger or consolidation
effected to implement a recapitalization (or
similar trasaction) in which no Person acquires
more than 20% of the combined voting power of New
England Electric System's then outstanding
securities;
(b) the shareholders of New England Electric System
approve a plan of complete liquidation thereof; or
(c) the shareholder of New England Electric System
approve an agreement for the sale or disposition of
all or substantially all of New England Electric
System's assets, other than a sale or disposition
which would result in the individuals who prior to
such sale or disposition constitute the Board
constituting at least two-thirds of the board of
directors of the Person purchasing such assets
immediately after such sale or disposition.
2.14 Management Committee means the Chief Executive
Officer of New England Electric System and one or more other New
England Electric System officers as appointed by the Committee.
2.15 New England Electric System means the trustee or
trustees for the time being (as trustee or trustees but not
personally) under an agreement and declaration of trust dated
January 2, 1926, as amended, which is hereby referred to, and a
copy of which as amended has been filed with the Secretary of The
Commonwealth of Massachusetts. Any agreement, obligation, or
liability made, entered into or incurred by or on behalf of New
England Electric System binds only its trust estate, and no
shareholder, director, trustee, officer, or agent thereof assumes
or shall be held to any liability therefor.
2.16 Participant means an individual who has been
selected, in accordance with Section 4.01, or an equivalent prior
provision, to be a participant in the Plan.
2.17 Person shall have the meaning given in Section
3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof; however, a Person shall not include (i)
New England Electric System or any subsidiary thereof, (ii) a
trustee or other fiduciary holding securities under an employee
benefit plan of New England Electric System or any subsidiary
thereof, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation
owned, directly or indirectly, by the shareholders of New England
Electric System in substantially the same proportions as their
ownership of shares of New England Electric System.
2.18 Plan Year means a calendar year.
2.19 Senior Incentive Compensation Plan means New
England Electric Companies' Senior Incentive Compensation Plan,
as amended from time to time.
III. ADMINISTRATION
3.01 Administration and Interpretation. The Plan shall
be administered by the Committee, and interpretations of the Plan
by the Committee shall be final and binding on all parties.
3.02 Amendment and Termination. The Committee may amend
or terminate the Plan at any time; provided, however, that no
such action shall affect any right or obligation with respect to
any award of Incentive Compensation previously granted; and
provided, further, the provisions of Article IX and Sections 2.06
and 2.08 may not be amended without the written consent of any
Participant affected.
3.03 Salary Approvals. The Committee will approve all
salary changes for individual Participants. Where required, such
changes must also receive the approval of the board of directors
of a subsidiary company.
3.04 No Segregation of Assets; No Assignment. New
England Electric System is not required to set aside or segregate
any assets of any kind to meet obligations under this Plan. A
Participant has no rights under this Plan to any specific assets
of New England Electric System. A Participant may not commute,
sell, assign, transfer, or otherwise convey the right to receive
any payments under this Plan, which payments and the right
thereto shall be, to the fullest extent permitted by law,
nonassignable and nontransferable, whether voluntarily or
involuntarily.
3.05 Accounting. The Manager of Internal Audits and the
Controller will be responsible to the Committee for accounting
matters directly affecting the Plan.
IV. PARTICIPATION
4.01 Selection. It is anticipated (but not binding)
that the Committee shall select, by December 1 of each year, the
Participants for the following year.
4.02 Notification. The Management Committee shall
notify those Participants who have been included in the Plan for
the following year and those who have been dropped from the Plan.
4.03 Goals. Individual goals for each Participant will
be made each Plan Year. Participants will be advised of the
goals prior to the Plan Year for which they apply.
V. PARTICIPANTS' COMPENSATION
5.01 Base Compensation and Incentive Compensation. The
compensation for each Participant will consist of two parts:
Base Compensation and Incentive Compensation.
VI. BASE COMPENSATION
6.01 Determination. A Participant's performance will be
evaluated and his/her compensation, including any merit or
promotional increase, will be set in accordance with the New
England Electric Salary Management Program. A Participant's Base
Compensation may be set anywhere within the salary range.
VII. INCENTIVE COMPENSATION
7.01 Incentive Compensation Amounts. When the books are
closed at the end of a Plan Year and the amount of the Fund for
that year is determined in accordance with Article VIII, the
Management Committee will make recommendations to the Committee
for amounts of money from the Fund to be awarded to each
Participant. The Committee will act on the recommendations and
the money will be distributed to the Participants based upon the
Committee's determination by the end of March following the Plan
Year.
7.02 Criteria for Determining Incentive Compensation.
Each Participant's award shall be governed, first, by the degree
of success achieved by the Participant in reaching his/her
individual goals established prior to the Plan Year. The money
remaining in the Fund will be allocated among all the
Participants based upon their total individual performances
during the Plan Year.
7.03 Notification of Award. The Management Committee
shall be responsible for seeing that each Participant is told the
basis for the amount of his/her Incentive Compensation.
7.04 Cooperation of Others. To achieve any of the
established goals will require the close cooperation of all the
Participants. If the Committee feel in any instance that lack of
such cooperation by others is making it difficult for a
Participant to achieve his/her individual goals, the dollars not
paid to this Participant will not be distributed to the other
members of the Plan. Otherwise, all money in the Fund will be
distributed.
VIII. INCENTIVE COMPENSATION FUND
8.01 Calculation. The Fund for the Plan will be based
on the sum of the percentages for the Corporate Targets reached
multiplied by the sum of all Participants' Base Compensation,
namely:
Return on
Common Equity - Target A 17.5%
Return on
Common Equity - Target B 8%
Return on
Common Equity - Target C 17.5%
Return on
Common Equity - Target D 8%
Cents Per
Kilowatthour - Target A 10%
Cents Per
Kilowatthour - Target B 5%
8.02 Scaling. Results will be scaled using straight
line interpolation between the Return on Common Equity Targets A
and B and between Return on Common Equity Targets C and D. In
determining whether the Return on Common Equity Targets are met,
the Committee may enhance or curtail the actual return on equity
in response to extraordinary events or other factors relevant to
performance of New England Electric System companies.
8.03 Minimum Performance Requirement. If the Low Return
Target is not achieved, there will be no Incentive Compensation
for the Plan Year.
IX. PAYMENT UPON CHANGE OF CONTROL
9.01 Change in Control. In the event of a Change in
Control or Major Transaction, each Participant will receive,
within 30 days, a cash payment equal to the average of the bonus
percentages for this Plan for the last three years prior to the
Change in Control or Major Transaction times the Participant's
annualized Base Compensation. If the Change in Control or Major
Transaction occurs prior to the determination and payment of the
Incentive Compensation for the prior Plan Year, the Participant
will also receive within 30 days a cash payment equal to said
percentage times the Participant's Base Compensation received in
the prior Plan Year; provided, however, if it is determined that
the Fund percentage calculated in accordance with Sections 8.01
and 8.02 for said prior Plan Year would have been greater, such
higher percentage will be used. No further benefits will be
payable from this Plan.
X. GENERAL PROVISIONS
10.01 Other Benefit Plans. A Participant's Incentive
Compensation will not be used in determining the Participant's
benefits under any group insurance plan or any incentive program
other than New England Electric Companies' Incentive Share Plan.
10.02 Termination of Participation; Interplan Transfer.
If, for any reason, a Participant should cease to be actively
employed by a subsidiary of New England Electric System prior to
July 1 of a Plan Year, that person will not be deemed a
Participant for that year unless the Management Committee
determines there are extraordinary circumstances which justify
inclusion. A Participant who ceases to be so actively employed
during the last six months of a Plan Year will be deemed a
Participant for that year on a proportional basis. The
Management Committee will also determine the extent, if any, of
participation by the person replacing a Participant. If a
Participant becomes a participant in another incentive
compensation plan during the Plan Year, the Participant will be
deemed to be a Participant for that year on a proportional basis
in each of the Plans, respectively.
10.03 Future Employment. Neither the Plan nor the making
of awards hereunder shall be construed to create any obligation
to continue the Plan or to give any present or future employee
any right to continued employment.
10.04 Headings. The headings of articles and sections of
the Plan are for convenience of reference only.
10.05 Gender and Number. Unless the context requires
otherwise, the singular shall include the plural; the masculine
gender shall include the feminine; and such words as "herein",
"hereinafter", "hereof", and "hereunder" shall refer to this
instrument as a whole and not merely to the subdivisions in which
such words appear.
10.06 Governing Law. Except as otherwise required by
law, the Plan and all matters arising thereunder shall be
governed by the laws of The Commonwealth of Massachusetts.
10.07 Effective Date. This Amendment shall be effective
January 1, 1995.
______________________________________________
Pursuant to Vote dated November 22, 1994, of
the Compensation Committee