Exhibit 10(t)
BERKSHIRE ENERGY RESOURCES
EXECUTIVE INCENTIVE PLAN
Revised December 2, 1998
BERKSHIRE ENERGY RESOURCES
--------------------------
EXECUTIVE INCENTIVE PLAN
------------------------
PLAN OBJECTIVES
- ---------------
The objectives of the plan are to:
Promote achievement of both Corporate and operating Company goals for
the benefit of customers and shareholders.
The Plan is intended to provide for competitive, market-based total
compensation for key employees comprised of base salary plus
incentive salary that is at risk.
By encouraging share ownership, the Company seeks to attract, retain
and motivate highly qualified key employees, and to align the
interests of key employees with the interests of shareholders and
ratepayers.
ELIGIBILITY
- -----------
Eligibility will include Corporate officers at the Vice-President
level and above, including incumbents of the following positions:
President and Chief Executive Officer
Vice President, Treasurer and Chief Financial Officer
Vice President Utility Operations
An employee joining the Company, or one who is promoted, during the
plan year who would be bonus eligible based on position grade may
have any earned incentive award prorated by the salary for that
period.
A minimum of six months service is required to earn any incentive
award.
The President and Chief Executive Officer of Berkshire Gas Company
will be responsible for recommending changes in eligibility to the
Board of Directors for review and approval.
PERFORMANCE MEASURES
- --------------------
Corporation performance will be measured in three categories:
Shareholder interests
Customer interests
Board of Directors discretion
Performance criteria will be weighted as follows:
Category Weighting
-------- ---------
Shareholder 50%
Customer 25
Board 25
---
100%
With regard to the first category (shareholder interests), there will
be three specific measures of performance:
Berkshire Gas annual earnings compared to budget.
Total shareholder return (three-year measurement period) [for
year one of the plan it shall be a one-year measurement period,
for year two it shall be a two-year measurement period, and for
year three, and thereafter, a three-year measurement period].
Market-to-book value of stock.
Return on total shareholders' return and market-to-book value results
for Berkshire Gas will be judged in relation to the peer group.
(See Table C for the companies comprising the peer group)
Berkshire's Board may modify the Company's plan or target level
of achievement relative to the peer group.
The earnings (net income) measure will be judged against the budget
with 90 percent of target representing the threshold level of
performance.
The second performance category (customer issues), will be measured
by the following:
The ratio of Gross Margin to budget. This measure will
-------------------------------------------------------
compare the combined total of natural gas margin and propane margin to
- -----------------------------------------------------------------------
budget.
- -------
Other operating and maintenance expenses.
The ratio of other operating and maintenance expenses for Berkshire
Gas will be judged in relation to the peer group (three-year
measurement period). [For year one of the plan it shall be a one-year
measurement period, and for year two it shall be a two-year
measurement period, for year three, and thereafter, a three-year
measurement period]
The third performance category (Board discretion) will represent a
broad based qualitative evaluation of management's results over the
annual plan year (on both a group and individual basis).
In this way, important areas which may not be directly captured
in financial and operating results can be factored into the
determination of incentive results.
The Board's Compensation Committee and the CEO will evaluate
results in key areas for each participant.
Table A summarizes the performance measures and the related
weightings.
Berkshire Energy Resources
Executive Incentive Plan
Glossary of Terms
Earnings versus Budget
- ----------------------
This performance criterion measures the annual consolidated Earnings Per
Share of Berkshire Energy Resources compared to the fiscal operating
budget.
Earnings Per Share: The annual consolidated Earnings per Share for the
annual period ended June 30 shall be calculated by dividing the earnings
available for common stock by the average number of common shares
outstanding. The number of common shares shall be adjusted to reflect
normalized DRIP shares as compared to budget.
Weighted Performance Value: 20%
Total Shareholder Return
- ------------------------
This performance criterion measures the total shareholders return of
Berkshire Energy Resources to the total shareholders return of the seven
member Peer Group ("the Peer Group"). For year one (6/30/98) of the plan,
a one year measurement period is used, for year two, a two-year measurement
and year three, and thereafter, a three-year measurement period.
Shareholders return: The total value of $100 invested over a five-year
period, assuming the reinvestment of dividends.
Measurement of return: The difference between the current year shareholder
value and the base period (1,2,or 3 year) shareholder value is divided by
the base period to arrive at a percentage increase or decrease. The
percentages calculated for the Peer Group are averaged and compared to
Berkshire Energy Resources.
Sources: The latest available fiscal year published data for each of the
Peer Group will be used to obtain the total shareholders return data.
Weighted Performance Value: 15%
Market to Book Ratio
- --------------------
This performance criterion measures the market to book ratio of Berkshire
Energy Resources at June 30 to the market to book ratio of the Peer Group.
Market to Book Ratio: The market value of a company's common stock at June
30 divided by the total book value per share (total common equity/common
shares outstanding).
Measurement of return: The difference between the current year market to
book ratio and the prior year ratio is expressed as a percentage. This
percentage is compared to Peer Group's average increase/(decrease)
expressed as a percentage.
Sources: Market to book ratios for the Peer Group will be obtained from an
outside investor service such as Edward Jones.
Weighted Performance Value: 15%
Gross Margin
- ------------
This performance criterion measures the combined ratio of natural gas gross
margin (from gas sales and transportation) and propane gross margin growth
compared to budget.
Measurement of Growth: The gross margin from total firm natural gas sold
and transported and the gross margin from propane sales for the 12 months
ended June 30 will be weather normalized and compared to the projected
operating budget. The current year's total gross margin will be divided by
the budgeted total gross margin to determine the measured ratio.
Sources: June 30 final audited financial statements and the internal
weather normalization model.
Weighted Performance Value: 12.5%
Other Operating and Maintenance Expenses
- ----------------------------------------
This performance criterion measures the increase/(decrease) in consolidated
operating and maintenance expenses ("O&M") for Berkshire Energy Resources
as compared to the Peer Group. For year one (6/30/98) of the plan, a one
year measurement period is used, for year two, a two-year measurement and
year three, and thereafter, a three-year measurement period.
Measurement of Expense Comparisons: The total consolidated operating and
maintenance expenses as reported on the latest published annual report will
be divided by the number of customers to establish the O&M per customer for
each company.
The O&M expense per customer for the current fiscal year will be compared
to the prior fiscal years expense per customer. The difference will be
expressed as a percentage of change. The percentage of change for Berkshire
Energy Resources will be compared to the average of the Peer Group.
Sources: The most recent published annual reports of the companies will
provide the data.
Weighted Performance Value: 12.5%
Board of Directors Discretion
- -----------------------------
Weighted Performance Value: 25%
Revised 12/1/98
Table A
-------
Berkshire Energy Resources Executive Incentive Plan
---------------------------------------------------
Summary of 1998-1999 Performance Measures
-----------------------------------------
Weight Threshold Target Maximum
------ --------- ------ -------
Earnings vs. Budget 20% 90% of Budget Budget* 120% of Budget
Pres. VP
- -------------------------------------
*At 102% of Budget 26% 21%
104% 27 22
106% 28 23
108% 29 24
110% 30 25
112% 31 26
114% 32 27
116% 33 28
118% 34 29
Total Shareholder Return 15% 5% Improvement 10% Improvement 15% Improvement
to Peer group to Peer group to Peer group
Market to Book Ratio 15% 5% Improvement 10% Improvement 15% Improvement
to Peer group to Peer group to Peer group
Gross Margin 12.5% 100% Budget 105% Budget 110% Budget
Natural Gas and Propane
Other Operating and 12.5% Peer Group 105% of 110% of
Maintenance Expenses Peer Group Peer Group
Board Discretion 25% N/A N/A N/A
INCENTIVE POTENTIAL
- -------------------
The annual incentive potential will be stated as a percentage of each
participant's current salary.
Incentive potential will be as follows:
Incentive
Percent of Salary
-----------------
Threshold Target Maximum
--------- ------ -------
President and CEO 15% 25% 35%
Vice President 10 20 30
INCENTIVE AWARD CALCULATION
- ---------------------------
Calculation of the incentive is done by comparing actual results to
planned or index results for each of the performance criteria.
Each Participant will be provided with a summary of threshold,
target and maximum standards and the potential incentive monies
associated with achieving each level of results.
The performance criteria generally operate independently of one
another such that if a minimum (threshold) level of performance is
achieved on a given factor, some incentive can be earned with the
following exception:
An incentive award will only be earned if earnings exceed
dividend payout.
If the threshold level is not met, no incentive may be earned,
except for Board discretion.
This provides a shareholder "cutout" mechanism to ensure
Berkshire achieves a minimum level of profits.
Table B illustrates a calculation of the incentive.
PLAN ADMINISTRATION
- -------------------
The plan will be administered by the Board of Directors.
Earned awards will be payable as ordinary income and expensed in the
plan year.
The results of the plan each year will be reviewed by the outside
independent accountants and reported to the Audit Committee of the
Board.
The payment of the award will be made as soon as practical following
the conclusion of the Company's fiscal year.
The Board of Directors strongly encourages stock ownership by key
executives, therefore the payment will be made 50% cash and 50% in
the form of Company stock. Stock shall be purchased by the Company
sending monies, at the employee's direction, to the optional cash
purchase portion of the Company's DRIP program. The participants are
encouraged to hold this investment in Company stock.
TERMINATION OR AMENDMENT
- ------------------------
The Board of Directors may at any time suspend, reinstate, or
terminate the Plan or make such changes in or additions to the Plan
as it deems advisable, except:
that in the event of a Change in Control, the Company may neither
terminate the Plan nor reduce benefits under the Plan with respect to
those individuals who are Participants as of the date of the Change
in Control for that plan year.
EMPLOYMENT
- ----------
Nothing in the Plan shall confer upon any employee the right to
continue in the employ of the Company, and it is understood and agreed
that all key employees are employees at will, except as may be
provided in specific employment agreements.
OTHER PLANS
- -----------
The adoption of the Plan shall not affect any other compensation plan
in effect for the Company, nor shall the Plan preclude the Company
from establishing any other forms of incentive or other compensation
for employees of the Company.
June, 1997
Amended August 26, 1998
Amended December 2, 1998
TABLE C
-------
BERKSHIRE ENERGY RESOURCES
UTILITY PEER GROUP
- ------------------
Valley Resources
Yankee Energy
Connecticut Energy Corp.
Connecticut Natural Gas (CTG)
EnergyNorth, Inc.
Delta Natural Gas
Fall River Gas Company