Exhibit 10-44
NEW YORK STATE ELECTRIC & GAS CORPORATION
LONG TERM EXECUTIVE INCENTIVE SHARE PLAN
DEFERRED COMPENSATION AGREEMENT
AGREEMENT made ________ __, 199_, between New York State
Electric & Gas Corporation, a New York corporation having its
principal office in the Town of Dryden, County of Tompkins and
State of New York (hereinafter called the "Company") and
_________________________ residing at _____________________
_________________________ (hereinafter called the "Employee").
WITNESSETH that, in consideration of the mutual covenants
and promises herein contained, the parties hereto, intending to
be legally bound, hereby agree as follows:
1. The Employee hereby elects, with respect to incentive
award payments earned pursuant to the Corporation's Long Term
Executive Incentive Share Plan (the "EISP") for the three year
Performance Period commencing on January 1, , and ending on
December 31 of the third year of said Performance Period, to
defer payment hereunder of % of any such compensation
payable pursuant to the EISP to Employee for said Performance
Period.
2. The total accumulated amount deferred hereunder,
together with amounts equal to the prime interest rate from time
to time established by The Chase Manhattan Bank, N.A., or its
successor in interest, on short-term borrowings and compounded
semi-annually on the aggregate of amounts theretofore deferred
hereunder, shall be paid to the Employee, or the beneficiary
designated by the Employee in the event of the Employee's death,
in a lump sum within one year or in installments over a period of
__ years (in the percentages and at the times specified in the
tabulation annexed hereto) following the date of the termination
of the Employee's employment for any reason (including
retirement). The period and amounts of such payments may be
changed only in accordance with the provisions of Section 8
hereof. The Employee also shall be paid annually, upon
termination of employment, interest, at the rates herein
specified on the remaining balances of the accumulated amount
deferred. On or shortly after January 1st of each year, the
Company shall furnish the Employee with a statement showing the
aggregate amount deferred hereunder and the accumulated interest
thereon.
3. In the event of the Employee's death, the total
accumulated amount deferred hereunder and interest thereon, or
any remaining balance, shall be paid as herein provided, or over
any remaining balance of the period selected, to ______________
the designated beneficiary, or if such designated beneficiary
shall predecease the Employee, to the Employee's estate. If such
designated beneficiary shall survive the Employee and die
thereafter, any such remaining balance shall be paid over the
remainder of the period selected by the Employee to the estate of
such designated beneficiary.
4. Notwithstanding any other provisions hereof, if the
Employee's employment is terminated by the Company, the Company
may elect to pay the total accumulated amount deferred hereunder
in one lump sum within one year.
5. This agreement, and the Employee's rights and interests
herein and to amounts deferred hereunder, shall not be assigned,
pledged or otherwise encumbered by the Employee or the Employee's
designated beneficiary or estate.
6. The Company reserves the right, upon written notice to
the Employee, to terminate this agreement at any time pursuant to
action theretofore taken by the Board of Directors of the
Company; provided that such termination shall not affect the
right of the Employee or the Employee's designated beneficiary or
estate to receive payment of the total accumulated amount
theretofore deferred. It is understood that this agreement shall
not be deemed to be an employment contract.
7. In determining the Employee's regular earnings or basic
compensation for any purpose, any payments made pursuant to this
agreement shall be excluded.
8. The Employee may change, but only with the Company's
consent, the Employee's election of payment terms by executing a
new Pay-back Schedule. However, no such change shall be
effective during the one-year period beginning on the day the
Employee executes the new Pay-back Schedule. If, during such
one-year period, the Employee becomes entitled to receive a
payment or payments under the Plan pursuant to the Employee's
last effective payment terms election, said last effective
payment terms election shall remain in full force and effect and
the new election shall be null and void.
9. Any notice given under this agreement must be given by
certified or registered mail to the respective party at the
address set forth herein, or to such substituted address as may
be designated in any notice sent in accordance with this
provision.
10. This agreement is made pursuant, and shall be subject,
to the terms of the Company's Long Term Executive Incentive Share
Plan, a copy of which has been delivered to the Employee prior to
the execution hereof and copies of which are on file at the
Company's corporate offices in Binghamton and Ithaca, New York.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be executed as of the day and year first above
written.
NEW YORK STATE ELECTRIC &
GAS CORPORATION
By:______________________
Vice President
_________________________
Employee
NEW YORK STATE ELECTRIC & GAS CORPORATION
Long Term Executive Incentive
Share Deferred Compensation Plan
Pay-back Schedule
Initial Election
I, ___________________________________, request that, beginning
the ____________ month immediately following the date of my
(lst - 12th)
termination of employment, I be paid monthly, quarterly or
(circle one)
annually for ________ year(s) the following yearly
(l - 10)
percentages:
lst year __________% 6th year __________%
2nd year __________% 7th year __________%
3rd year __________% 8th year __________%
4th year __________% 9th year __________%
5th year __________% 10th year __________%
____________________________ Date________________________
Employee
NEW YORK STATE ELECTRIC & GAS CORPORATION
Long Term Executive Incentive
Share Deferred Compensation Plan
Pay-back Schedule
Change in Election
I, ___________________________________, request that, beginning
the ____________ month immediately following the date of my
(lst - 12th)
termination of employment, I be paid monthly, quarterly or
(circle one)
annually for ________ year(s) the following yearly
(l - 10)
percentages:
lst year __________% 6th year __________%
2nd year __________% 7th year __________%
3rd year __________% 8th year __________%
4th year __________% 9th year __________%
5th year __________% 10th year __________%
This change in payment election is effective with respect to
the Long Term Executive Incentive Share Plan Deferred
Compensation Agreement dated , (a separate form
should be used for each agreement) and is made pursuant to
Section 8 of the Agreement.
____________________________ Date________________________
Employee
Accepted by New York State
Electric & Gas Corporation
____________________________ Date________________________
Vice President
CHANGE OF BENEFICIARY FORM
I hereby designate _____________________ as beneficiary
under my Long Term Executive Incentive Share Plan Deferred
Compensation Agreement dated ___________________ with New York
State Electric & Gas Corporation, superseding all beneficiary
designation(s) previously made by me.
__________________________ Date________________________
Employee
Receipt Acknowledged by
New York State Electric &
Gas Corporation
_________________________ Date________________________
Vice President