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Exhibit 10.3
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PENNICHUCK CORPORATION
EMPLOYEE RETENTION AGREEMENT
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THIS EMPLOYEE RETENTION
AGREEMENT is entered into on this 3rd day of October, 2006, by and
between Pennichuck Corporation (the "Company"), a New Hampshire
corporation with a principal place of business at 25 Manchester
St., Merrimack, New Hampshire and Donald L. Ware, of Merrimack, New
Hampshire ("Employee"), an Employee of the Company.
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WHEREAS, Employee is
employed as the President of Pennichuck Water Works, Inc., one of
the Company's subsidiaries;
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WHEREAS, the Company has
determined that it is in its best interest to provide incentives to
retain Employee during the litigation of the Nashua Eminent Domain
Case (as defined below) by providing Employee a retention bonus,
under the conditions described herein.
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NOW, THEREFORE, in
consideration of the mutual promises herein contained and the
consideration herein expressed the parties agree as follows:
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1.
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Definitions . For the purposes of this Agreement,
the following definitions shall apply:
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1.1
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"Company" shall mean Pennichuck Corporation.
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1.2
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"Employment Agreement" shall mean the Employment Agreement,
entered into as of January 31, 2005, by and between Employee and
the Company, as amended from time to time.
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1.3
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"Final Disposition of the Nashua Eminent Domain Case" shall mean
the date on which there is a final determination or resolution of
the Nashua Eminent Domain Case (as defined below), whether by: (a)
a decision of the New Hampshire Supreme Court on appeal; (b) the
acceptance by all parties to the Nashua Eminent Domain Case of a
final decision by the Public Utilities Commission or any court of
competent jurisdiction or such decision becoming non-appealable;
(c) the acceptance by all such parties of a final and binding
settlement or purchase agreement; or (d) any other circumstances
determined by the Company's Board of Directors, in its sole
judgment, to constitute a final determination or resolution.
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1.4
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"Nashua Eminent Domain Case" shall mean the current ongoing
proceedings, docket number DW 04-048, brought by the City of Nashua
to acquire, whether by sale or pursuant to the exercise of the
power of eminent domain, the assets of one or more of the Company's
water utility subsidiaries.
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1.5
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"Retention Bonus" shall mean a bonus calculated as set forth in
Section 2.2, payable to Employee if Employee remains eligible as
set forth in Section 2.1.
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2.
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Eligibility and Amount of Retention Bonus .
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2.1
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Eligibility . Employee will be entitled to the
Retention Bonus under this Agreement if he remains a full
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