Exhibit 10.32
NORTHEAST UTILITIES
DEFERRED COMPENSATION PLAN FOR TRUSTEES
AS AMENDED EFFECTIVE JANUARY 1, 2004
Each Trustee of Northeast Utilities (NU) who is not an employee of NU or any of
its affiliated companies may elect to defer payment to him or her of
compensation for his or her services as a member of the NU Board of Trustees
and committees thereof during any calendar year (excluding from the term
"compensation" reimbursement of travel and other incidental expenses incurred
for the benefit of, and in the course of rendering services to, NU) on the
following basis:
l. An election by a Trustee to defer payment of compensation shall apply to
all or any portion of cash and/or NU common share compensation earned
during a calendar year and shall be made in writing to the Secretary of
NU prior to the beginning of each calendar year, provided, that each newly
elected Trustee may make an election to defer payment of compensation for
services to be rendered during the year of his or her election as a
Trustee at the time of, or following his or her election but prior to the
date of the rendering of the first services for which compensation is to
be deferred. Such election, once made, shall be irrevocable for the
period for which it is made.
2. NU shall establish for each Trustee who elects to defer cash compensation
a "Deferred Cash Compensation Account" (which shall be solely a book
account) to which NU shall credit, on each date that compensation would
otherwise have been paid, an amount equal to the cash compensation which
would otherwise have been paid to such Trustee on such date. Each
Deferred Cash Compensation Account credit shall accrue simple interest
daily from the date thereof until the date of distribution at the rate set
forth in Section 37-l of the Connecticut General Statutes (as amended from
time to time) on the amount standing in such Trustee's Deferred Cash
Compensation Account from time to time. NU shall establish for each
Trustee who elects to defer NU common share compensation a "Deferred Stock
Compensation Account" (which shall be solely a book account) to which NU
shall credit (a) on the next business day following each date such shares
would otherwise have been paid to such Trustee, an amount equal to the
number of shares which would otherwise have been paid to such Trustee on
such date and (b) on each date on which a dividend, stock split, split up,
stock dividend, or dividend in kind or similar payment is made or
corporate change resulting in a payment to NU common shareholders
becomes effective ("accretions"), an amount equal to the number of NU
common shares that could have been purchased with such accretions with
respect to the shares in such Deferred Stock Compensation Account,
assuming that each such accretion was reinvested in additional NU common
hares on the date paid, at a rate equal to the closing price of an NU
common share on the New York Stock Exchange on such date. Within thirty
days following the end of each calendar year NU shall provide each Trustee
for whom a Deferred Cash and/or Deferred Stock Compensation Account has
been established with a statement of the amount standing to his or her
credit as of the end of that year.
3. At the time of each election to defer payment of compensation, a Trustee
shall also elect to receive distribution of the amounts credited to his or
her Deferred Cash and/or Deferred Stock Compensation Account, as the case
may be, during the period for which such election is made, together with
he interest and/or accretions thereon, as the case may be, upon, or
commencing with, the occurrence of one of the following events:
termination of service on the Board for any reason or a specified date
which is after the period for which the election is made. Such election,
once made, shall be irrevocable as to amounts credited with respect to the
period for which the election is made.
4. At the time of each election to defer payment of compensation, a Trustee
shall designate whether, upon or commencing with the occurrence of one of
the events set forth in paragraph 3, the amounts credited to his or her
Deferred Cash and/or Deferred Stock Compensation Account, as the case may
be, during the period for which such election is made, together with the
interest and/or accretions thereon, as the case may be, shall be paid to
him or her in a lump sum or in not more than five approximately equal
annual installments. Such election, once made, shall be irrevocable as to
amounts credited with respect to the period for which the election is
made.
5. In the event that a Trustee shall die prior to the payment to him or her
of all amounts credited to his or her Deferred Cash and Deferred Stock
Compensation Accounts, the balance credited to such accounts at the time
of his or her death shall be paid to such beneficiaries as he or she shall
have designated in writing to the Secretary of NU (which designation may
be changed from time to time) or, in the absence of such a designation,
to the estate of such Trustee.
6. The amounts standing in Deferred Cash or Deferred Stock Compensation
Accounts shall be unfunded obligations of NU payable only under the terms
stated herein, and Trustees shall have no right or claim against any
specified assets of NU and shall have only a contractual right against NU
hereunder. Any payment to a Trustee from a Deferred Stock Compensation
Account shall be made in NU common shares purchased in the open market,
except as otherwise may be provided from time to time by the Board of
Trustees.
7. No Deferred Cash or Deferred Stock Compensation Account shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment,
pledge or encumbrance by a Trustee or any person claiming under or through
him or her, nor shall it be subject to the debts, contracts, liabilities,
engagements or torts of a Trustee or anyone else prior to actual payment
thereof.
8. This Plan may be amended or terminated by the Board of Trustees at any
time; provided, no such amendment or termination shall serve to diminish
the rights of a Trustee with respect to amounts credited to his or her
Deferred Cash and/or Deferred Stock Compensation Accounts or accelerate
payment of such amounts.
9. Nothing contained in this Plan shall be construed as an obligation of NU
to secure the re-election of any person as a Trustee of NU, or as an
obligation of any person to stand for re-election as a Trustee of NU or
as a prohibition against the resignation of any person as a Trustee.
10. Upon the request of a Trustee in order to meet legal or regulatory
requirements applicable to such Trustee, NU and the Trustee may agree to
value the Trustee's Deferred Stock Compensation Account, including all
deposits and accretions thereto, for some period of time utilizing an
investment benchmark other than NU common shares, and to pay such
Account, including accretions, in cash at the time or times
of distribution in accordance with the Trustee's original deferral
election, so long as such agreement does not have the effect of
accelerating payment of such account. Said agreement shall be in writing
and be maintained with the records of the Company relating to the
Trustee's compensation.