Exhibit 10(ah)
Maine & Maritimes
Corporation
EMPLOYEE RETENTION AGREEMENT
THIS
EMPLOYEE RETENTION AGREEMENT dated as of
, (this
“Agreement”) is entered into between Maine &
Maritimes Corporation, a Maine corporation (the
“Company”), and [insert name of executive] (the
“Executive”) (the Company and Executive are sometimes
referred to as “Party” or collectively
“Parties”).
RECITALS
WHEREAS , the Executive, has been
employed by the Company in a management capacity for approximately
years and is now its [title] ;
and
WHEREAS , the Board of Directors of the
Company has determined this Agreement to be in the best interests
of the stockholders of the Company, in order to encourage the
attention and dedication of the Executive to his assigned duties
with the Company without distraction in connection with potentially
disruptive circumstances arising from the possibility of a Change
in Control (as defined herein) or certain other events specified in
this Agreement;
NOW,
THEREFORE , in consideration of the mutual promises and
covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged by the Parties, the Company and the Executive agree as
follows:
Section 1.
Certain Definitions
As used herein,
the following terms have the indicated meanings:
(1)
“ Cause” for termination by the Company of the
Executive’s employment shall mean (i) the willful and
continued failure by the Executive to substantially perform his
duties with the Company after a written notice is delivered to the
Executive by the Company, which notice specifically identifies the
manner in which the Company believes that the Executive has not
substantially performed the Executive’s duties; or (ii) the
willful engaging by the Executive in gross misconduct that is
injurious to the Company, monetarily or otherwise (including,
without limitation, the Executive’s conviction, by a court of
competent jurisdiction, of a crime adversely reflecting on the
Executive’s honesty, trustworthiness or fitness to carry out
the responsibilities of his position with the Company). An
act, or failure to act, on the Executive’s part shall be
deemed “willful” where such act is done, or not done,
by the Executive: (i) in the absence of good faith; or (ii) without
a reasonable belief that the Executive’s act, or failure to
act, was in the best interest of the Company.
(2)
For
the purpose of this definition ( “Change in
Control” ) only, the term “Company,” first
defined above, shall also be defined to include Maine Public
Service Company in addition to its parent, Maine & Maritime
Corporation. A “ Change in Control” shall
be deemed to have occurred if the conditions set forth in any one
of the following paragraphs shall have been satisfied:
(a)
any
“person” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) (other
than the Company, any trustee or other fiduciary holding securities
under any employee benefit plan of the Company, or any corporation
owned directly or indirectly by the stockholders of the Company in
substantially the same proportion as their
ownership of stock of the Company) is or
becomes the “beneficial owner” (as defined in Rule
13d-3 under the Securities Exchange Act of 1934, as amended),
directly or indirectly, of securities of the Company representing
fifty percent or more of the combined voting power of the
Company’s then-outstanding voting securities;
(b)
a
change in the composition of the Board of Directors of the Company,
as a result of which fewer than a majority of the directors are
persons who either (A) are directors of the Company as of the
date hereof or (B) were elected after nomination by a majority of
the directors of the Company on the date hereof and directors so
elected previously;
(c)
any
merger or consolidation of the Company, approved by the
stockholders of the Company, with any other corporation; other
than:
(A) any such
merger or consolidation that would result in the voting securities
of the Company outstanding immediately prior to the merger or
consolidation, continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving or parent entity) more than fifty percent of the combined
voting power of the voting securities (entitled to vote generally
for the election of directors) of the Company or such surviving or
parent entity outstanding immediately after such merger or
consolidation, or subsequently at any time as contemplated by or as
a result of, such merger or consolidation; or
(B) any
such merger or consolidation where such merger or consolidation is
effected to implement a recapitalization or reincorporation of the
Company (or similar transaction) in which no “person”
(as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) acquires fifty percent or more of
the combined voting power of the Company’s then-outstanding
voting securities;
(d)
any merger or consolidation of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which
shares of the Company’s stock, would be converted into cash,
securities or other property; other than a merger or
consolidation of the Company in which the stockholders of the
Company immediately prior to the merger or consolidation have
substantially the same proportionate ownership and voting control
of the surviving corporation or parent entity immediately after the
merger or consolidation;
(e)
except as described in paragraph , below,
the Company ceases to be a reporting company pursuant to Section 13
(a) of the Securities Exchange Act of 1934 as amended, or any
similar successor provision;
(f)
the number of the Company’s Outside Directors, as defined
below, is decreased by more than fifty percent in any twenty-five
month period or the number of the Company’s directors
increased in such a manner that the Outside Directors constitute
less than a majority of the Board;
(g)
the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale, lease,
exchange, liquidation, disposition or other transfer (in one
transaction or a series of transactions) by the Company of all or
substantially all of the Company’s assets (or any transaction
having a similar effect).
(h)
further, a “ Change in Control ” shall
not be deemed to occur if the conditions set forth in any
one of the following sub-paragraphs shall have been
satisfied:
(A)
a merger, consolidation or reorganization of the Company if, upon
consummation of such transaction all of the outstanding voting
stock of the Company is owned, directly or indirectly, by a holding
company, and the holders of the Company’s common stock
immediately prior to the transaction have substantially the same
proportionate ownership and voting control of the holding
company.
(3)
“ Good Reason” for termination by the Executive
of the Executive’s employment shall mean the occurrence of
any one of the following acts unless such act is corrected prior to
the Termination Date specified in the Termination Notice given in
respect thereof or, in the case of paragraph (d) below, such act is
not objected to in writing by the Executive within four months
after notification by the Company to the Executive of the
Company’s intention to take the action contemplated by such
paragraph (d):
(a)
the assignment of duties to the Executive which:
(i)
are materially different from his duties immediately prior to the
Change in Control, or
(ii)
result in his having significantly less authority or responsibility
than he had prior to the Change in Control;
(b)
the Executive’s removal from, or any failure to re-elect him
to, any position he held immediately prior to the Change in
Control;
(c)
a reduction of the Executive’s annual base salary in effect
on the date of the Change in Control or as the same may be
increased from time to time thereafter;
(d)
the Company’s transferring or assigning the Executive to a
place of employment more than one hundred miles from Presque Isle,
Maine, except where: (1) such transfer or assignment is to a
subsidiary or affiliate entity location, consistent with the
Executive’s duties; and (2) in connection with required
business travel to an extent substantially consistent with the
Executive’s business travel obligations immediately prior to
the Change in Control;
(e)
the Company’s failure to provide the Executive with
substantially the same health, life and other employee benefit
plans, programs and arrangements (specifically including the
Company’s compensation and incentive plans
