AMENDED AND RESTATED
EMPLOYMENT
AGREEMENT
THIS AGREEMENT, dated this _____ day of
December, 2008, is made by and between The Connecticut Water
Company, a Connecticut corporation having its principal place of
business in Clinton, Connecticut, ("Company"), Connecticut Water
Service, Inc., a Connecticut corporation and holder of all of the
outstanding capital stock of Company ("Parent") and __________, a
resident of __________, ("Employee").
WITNESSETH:
WHEREAS, Company and Parent desire to reward
Employee for Employee's valuable, dedicated service to Company and
Parent should Employee's service be terminated under circumstances
hereinafter described; and
WHEREAS,
Employee, Company and Parent entered into an amended and restated
Employment Agreement dated January 24, 2008; and
WHEREAS, the
parties wish to amend the Agreement to comply with Section 409A of
the Internal Revenue Code of 1986, as amended and regulations
issued thereunder (collectively the “Code”);
and
WHEREAS, Employee, Company and Parent are
willing to enter into this Amended and Restated Employment
Agreement ("Agreement") on the terms herein set forth;
NOW, THEREFORE, to assure Company and Parent of
Employee's continued dedication and the availability of Employee's
advice and counsel in the event of any such proposal, to induce
Employee to remain in the employ of Company and Parent and to
reward Employee for Employee's valuable dedicated service to
Company and Parent should Employee's service be terminated under
circumstances hereinafter described, and for other good and
valuable consideration, the receipt and adequacy of which each
party acknowledges, effective January 1, 2009, Company, Parent
and Employee agree as follows:
1.
Definitions . For purposes of this Agreement, the
following terms shall have the following meanings:
(a) "Cause" shall mean Employee's serious,
willful misconduct in respect of Employee's duties under this
Agreement, including conviction for a felony or perpetration by
Employee of a common law fraud upon Company or Parent which has
resulted or is likely to result in material economic damage to
Company or Parent, as determined by a vote of at least seventy-five
percent (75%) of all of the Directors (excluding Employee) of each
of Company’s and Parent’s Board of
Directors;
(b)
"Change-in-Control" shall be deemed to have occurred if after the
date hereof (i) a public announcement shall be made or a report on
Schedule 13D shall be filed with
the Securities
and Exchange Commission pursuant to Section 13(d) of the Securities
Exchange Act of 1934 (the "Act") disclosing that any Person (as
defined below), other than Company or Parent or any employee
benefit plan sponsored by Company or Parent, is the beneficial
owner (as the term is defined in Rule 13d-3 under the Act) directly
or indirectly, of twenty percent (20%) or more of the total voting
power represented by Company's or Parent's then outstanding voting
common stock (calculated as provided in paragraph (d) of Rule 13d-3
under the Act in the case of rights to acquire voting common
stock); or (ii) any Person, other than Company or Parent or any
employee benefit plan sponsored by Company or Parent, shall
purchase shares pursuant to a tender offer or exchange offer to
acquire any voting common stock of Company or Parent (or securities
convertible into such voting common stock) for cash, securities or
any other consideration, provided that after consummation of the
offer, the Person in question is the beneficial owner directly or
indirectly, of twenty percent (20%) or more of the total voting
power represented by Company's or Parent's then outstanding voting
common stock (all as calculated under clause (i)); or (iii) the
stockholders of Company or Parent shall approve (A) any
consolidation or merger of Company or Parent in which Company or
Parent is not the continuing or surviving corporation (other than a
merger of Company or Parent in which holders of the outstanding
capital stock of Company or Parent immediately prior to the merger
have the same proportionate ownership of the outstanding capital
stock of the surviving corporation immediately after the merger as
immediately before), or pursuant to which the outstanding capital
stock of Company or Parent would be converted into cash, securities
or other property, or (B) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions)
of all or substantially all the assets of Company or Parent; or
(iv) there shall have been a change in the composition of the Board
of Directors of Company or Parent at any time during any
consecutive twenty-four (24) month period such that "continuing
directors" cease for any reason to constitute at least a majority
of the Board unless the election, or the nomination for election of
each new Director was approved by a vote of at least two-thirds
(2/3) of the Directors then still in office who were Directors at
the beginning of such period; or (v) the Board of Directors of
Company or Parent, by a vote of a majority of all the Directors
(excluding Employee) adopts a resolution to the effect that a
"Change-in-Control" has occurred for purposes of this
Agreement.
(c) "Disability" shall
mean the incapacity of Employee by illness or any other cause as
determined under the long-term disability insurance plan of Company
in effect at the time in question, or if no such plan is in effect,
then such incapacity of Employee as prevents Employee from
performing the essential functions of Employee's position with or
without reasonable accommodation for a period in excess of two
hundred forty (240) days (whether or not consecutive), or one
hundred eighty (180) days consecutively, as the case may be, during
any twelve (12) month period.
(d) "Effective Date"
shall be the date on which a Change-in-Control
occurs. Anything in this Agreement to the contrary
notwithstanding, if Employee's employment is terminated prior to
the date on which a Change-in-Control occurs, and it is reasonably
demonstrated that such termination (i) was at the request of a
third party who has taken steps reasonably calculated to effect a
Change-in-Control or (ii) otherwise arose in connection with or
anticipation of a Change-in-Control, then for all purposes of this
Agreement the "Effective Date" shall mean the date immediately
prior to the date of such termination.
(e) "Good Reason"
shall mean the occurrence of any action which (i) removes or
changes Employee's title or reduces Employee's job responsibilities
or base salary; (ii) results in a significant worsening of
Employee's work conditions; or (iii) moves Employee's place of
employment to a location that increases Employee's commute by more
than thirty (30) miles over the length of Employee's commute from
Employee's place of principal residence at the time the move is
requested. For purposes of this subparagraph (e), any
good faith determination by Employee that any such action has
occurred shall be conclusive.
(f) "Person" shall
mean any individual, corporation, partnership, company or other
entity, and shall include a "group" as defined in Section 13(d)(3)
of the Securities Exchange Act of 1934.
(a) As of the
Effective Date, Company hereby agrees to continue to employ
Employee and Employee agrees to remain in the employ of Company for
the Term of this Agreement upon the terms and conditions
hereinafter set forth. Subject to the provisions of
subparagraph (b) of this Paragraph 2, and to the provisions of
Paragraph 6 below, "Term" shall mean a continuously renewing period
of three (3) years commencing on the Effective Date.
(b) At any time during
the Term, the Board of Directors of Company and Parent may, by
written notice to Employee, advise Employee of their desire to
modify or amend any of the terms or provisions of this Agreement or
to delete or add any terms or provisions. Any such
notice ("Notice") shall describe the proposed modifications in
reasonable detail. In the event a Notice shall be given
to Employee, then Company, Parent and Employee agree to discuss the
proposed modification(s) and to attempt in good faith to reach
agreement with respect thereto and to reduce such agreement to
writing in an amendment to be executed by all the parties
("Amendment"). If a Notice is given hereunder and an
Amendment shall not have been executed on or before the sixtieth
(60th) day following the date on which Notice is given, then the
Term shall thereupon be automatically converted to a fixed period
ending three (3) years after the expiration of such sixty (60)
days.
3.
Duties of Employment.
(a) During the Term,
Employee's position (including status, offices, titles and
reporting requirements), authority, duties and responsibilities
shall be at least commensurate in all material respects with the
most significant of those held, exercised and assigned at any time
during the ninety (90)-day period immediately preceding the
Effective Date and Employee's services shall be performed at such
location as Employee shall determine.
(b) During the Term,
Employee will serve Company faithfully, diligently and competently
and will devote full-time to Employee's employment and will hold,
in addition to the offices held on the Effective Date, such other
Employee offices of Company or Parent, or their respective
subsidiaries and affiliates, to which Employee may be elected,
appointed or assigned by the Boards of Directors of Company or
Parent from time to time and will discharge
such Employee
duties in connection therewith. Nothing in this
Agreement shall preclude Employee, with the prior approval of the
Board of Directors of Company, from devoting reasonable periods of
time required for (i) serving as a director or member of a
committee of any organization involving no conflict of interest
with Company or Parent, or (ii) engaging in charitable, religious
and community activities, provided, that such directorships,
memberships or activities do not materially interfere with the
performance of Employee's duties hereunder.
4.
Compensation. During the Term, Company shall pay
to Employee as compensation for the services to be rendered by
Employee hereunder the following:
(a) A base salary at a rate equal to the highest
base salary paid or payable to Employee by Company during the
twelve (12)-month period immediately preceding the month in which
the Effective Date occurs, or such larger sum as the Company may
from time to time determine in connection with regular periodic
performance reviews pursuant to Company's policies and
practices. Such compensation shall be payable in
accordance with the normal payroll practices of
Company. Employee shall receive an annual increase in
base salary at each normal pay adjustment date during the Term, but
no later than one (1) year after the date of Employee's last
increase and annually thereafter during the Term, of not less than
the percentage increase in the cost-of-living since Employee's last
pay adjustment, as measured by the Consumer Price Index-All Urban
Consumers of the U.S. Bureau of Labor Statistics.
(b) In
addition, Company shall pay to Employee an annual award under the
Company’s Performance Stock Program (or other bonus program
in effect at the time the Effective Date occurs) payable in cash or
other form of compensation, for which he would have been eligible
in accordance with the Company's practice or plan in effect at that
time for annual bonuses for said employee for the year preceding
the fiscal year in which the Effective Date occurs.
5. Benefits
. During the Term, Employee shall be entitled to the
following benefits:
(a) Incentive,
Savings and Retirement Plans . In addition to base
salary and bonus payable as hereinabove provided, Employee shall be
entitled to participate during the Term in all savings and
retirement plans, practices, policies and programs applicable to
employees of Company as may be in effect from time to
time. Such plans, practices, policies and programs, in
the aggregate, shall provide Employee with compensation, benefits
and reward opportunities at least as favorable as the most
favorable of such compensation, benefits and reward opportunities
provided by Company for Employee under such plans, practices,
policies and programs as in effect at any time during the ninety
(90)-day period immediately preceding the Effective Date or, if
more favorable to Employee, as provided at any time thereafter with
respect to other key employees of Company or Parent.
(b) Welfare Benefit
Plans . During the Term, Employee and/or Employee's
family, as the case may be, shall be eligible for participation in
and shall receive all benefits under welfare benefit plans,
practices, policies and programs applicable to employees of Company
(including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life, group life,) at
least as favorable as the most favorable of such plans,
practices,
policies and programs in effect at any time during the ninety
(90)-day period immediately preceding the Effective Date or, if
more favorable to Employee and/or Employee's family, as in effect
at any time thereafter with respect to other key employees of
Company or Parent.
(c) Expenses
. During the Term, Employee shall be entitled to receive
prompt reimbursement for all reasonable expenses incurred by
Employee in accordance with the most favorable policies, practices
and procedures of Company in effect at any time during the ninety
(90)-day period immediately preceding the Effective Date or, if
more favorable to Employee, as in effect at any time thereafter
with respect to other key employees of Company or
Parent.
(d) Fringe
Benefits . During the Term, Employee shall be
entitled to fringe benefits, including use of an automobile and
payment of related expenses or payment of an allowance for
automobile related expenses, in accordance with the most favorable
plans, practices, programs and policies of Company in effect at any
time during the ninety (90)-day period immediately preceding the
Effective Date or, if more favorable to Employee, as in effect at
any time thereafter with respect to other key employees of Company
or Parent.
(e) Office and
Support Staff . During the Term, Employee shall be
entitled to an office or offices of a size and with furnishings and
other appointments, and to secretarial and other assistance, at
least equal to the most favorable of the foregoing provided to
Employee by Company at any time during the ninety (90)-day period
immediately preceding the Effective Date or, if more favorable to
Employee, as provided at any time thereafter with respect to other
key employees of Company or Parent.
(f) Vacation . During the
Term, Employee shall be entitled to paid vacation in accordance
with the most favorable plans, policies, programs and practices of
Company as in effect at any time during the ninety (90)-day period
immediately preceding the Effective Date or, if more favorable to
Employee, as in effect at any time thereafter with respect to other
key employees of Company or Parent.
6.
End of Term and Notice of Termination .
(a)
End of Term . The Term shall end upon the
occurrence of any of the following events:
(i) Termination of
Employee's employment by Company for Cause.
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The voluntary
termination of Employee's employment by Employee other than for
Good Reason.
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(iii) The death of
Employee.
(iv) Employee's
attainment of age sixty-five (65).
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Full compliance
by Company with the provisions of Paragraph 7(e) below, if
Employee's employment shall have been terminated by Company during
the Term for any reason other than Cause, or if Employee's
employment shall have been terminated by reason of Employee's
Disability, or if Employee shall have voluntarily terminated
Employee's employment during the Term for Good Reason.
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(b) Notice of Termination
. Any termination by Company for Cause or by Employee
for Good Reason or on account of Employee's Disability shall be
communicated by notice to the other party hereto given in
accordance with Section 15 of this Agreement. For
purposes of this Agreement, a "notice" means a written notice which
(i) indicates the specific termination provision in this Agreement
relied upon, (ii) sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of
Employee's employment under the provision so indicated and (iii) if
the date of termination (as defined below) is other than the date
of receipt of such notice, specifies the termination date (which
date shall be not more than fifteen (15) days after the giving of
such notice).
(c) Date of Termination . The
date of termination means t
