Exhibit
10.7
EMPLOYMENT
AGREEMENT
As Amended and
Restated Effective January 1, 2009
THIS EMPLOYMENT
AGREEMENT (the "Agreement")
was entered into as of October 1, 2003, by and between Northeast
Utilities Service Company, a Connecticut corporation ("NUSCO"),
with its principal office in Berlin, Connecticut, and Gregory B.
Butler, a resident of Glastonbury, Connecticut ("Executive").
This amendment and restatement of
the Agreement is effective as of January 1, 2009.
WHEREAS,
Executive is
currently employed as Senior Vice President and General Counsel of
Northeast Utilities ("NU") and holds senior executive positions
with certain of the subsidiaries of NU (NU and the Affiliates, as
such term is defined in Section 6.1(a), of NU being referred to
collectively herein as the "Company") and both parties desire to
enter into an agreement to reflect Executive's contribution to the
Company's business in Executive's executive capacities and to
provide for Executive's continued employment by the Company, upon
the terms and conditions set forth herein, and
WHEREAS,
Executive and
NUSCO desire to amend and restate the Agreement to comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”), effective as of January 1, 2009.
NOW,
THEREFORE , the parties
hereto, intending to be legally bound, hereby agree as
follows:
1.
Employment. The Company
hereby agrees to continue the employment of Executive, and
Executive hereby accepts such employment and agrees to perform
Executive's duties and responsibilities, in accordance with the
terms, conditions and provisions hereinafter set forth.
1.1. Employment
Term. The term of
Executive's employment under this Agreement shall commence as of
October 1, 2003 (the "Effective Date") and shall continue until
September 30, 2004, unless sooner terminated in accordance with
Section 5 or Section 6 hereof, and shall automatically renew for
periods of one year unless one party gives written notice to the
other, at least six months prior to September 30, 2004 or at least
six months prior to the end of any one-year renewal period, that
the Agreement shall not be further extended. The period commencing
as of the Effective Date and ending on the date on which the term
of Executive's employment under the Agreement shall terminate is
hereinafter referred to as the "Employment Term".
1.2. Duties and
Responsibilities. Executive
shall serve in such senior positions as directed by NUSCO's Board
of Directors (the "Board") or the Board of Trustees (the
"Trustees") of NU that provide Executive with duties and
compensation that are substantially equivalent to Executive's
current position in terms of duties and
responsibilities.
During the Employment Term, Executive shall perform all
duties and accept all responsibilities incident to such positions
as may be assigned to Executive by the Board.
1.3. Extent of
Service. During the
Employment Term, Executive agrees to use Executive's best efforts
to carry out Executive's duties and responsibilities under Section
1.2 hereof and, consistent with the other provisions of this
Agreement, to devote substantially all Executive's business time,
attention and energy thereto. Except as provided in Section 3
hereof, the foregoing shall not be construed as preventing
Executive from making minority investments in other businesses or
enterprises provided that Executive agrees not to become engaged in
any other business activity which, in the reasonable judgment of
the Board, is likely to interfere with Executive's ability to
discharge Executive's duties and responsibilities to the
Company.
1.4. Base
Salary. For all the
services rendered by Executive hereunder, NUSCO shall pay Executive
a base salary ("Base Salary"), commencing on the Effective Date, at
the annual rate then being paid to Executive by NUSCO, payable in
installments at such times as NUSCO customarily pays its other
senior level executives (but in any event no less often than
monthly). Executive's Base Salary shall be reviewed annually
for appropriate adjustment (but shall not be reduced below that in
effect on the Effective Date without Executive's written consent)
by the Trustees pursuant to its normal performance review policies
for senior level executives. Executive's annual Base Salary
shall not be reduced below $300,000 without Executive's written
consent.
1.5. Retirement
and Benefit Coverages. During the
Employment Term, Executive shall be entitled to participate in all
(a) employee pension and retirement plans and programs ("Retirement
Plans") and (b) welfare benefit plans and programs ("Benefit
Coverages"), in each case made available to the Company's senior
level executives as a group or to its employees generally, as such
Retirement Plans or Benefit Coverages may be in effect from time to
time, including, without limitation, the Company's Supplemental
Executive Retirement Plan for Officers (the "Supplemental Plan"),
both as to the Make-Whole Benefit and the Target
Benefit.
1.6. Reimbursement
of Expenses; Vacation . Executive
shall be provided with reimbursement of expenses related to
Executive's employment by NUSCO on a basis no less favorable than
that which may be authorized from time to time for senior level
executives as a group, and shall be entitled to vacation and
holidays in accordance with the Company's normal personnel policies
for senior level executives. All such
reimbursements shall be made in accordance with the provisions of
Section 7.2 of this Agreement.
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1.7. Short-Term
Incentive Compensation. Executive
shall be entitled to participate in any short-term incentive
compensation programs established by the Company for its senior
level executives generally, depending upon achievement of certain
annual individual or business performance objectives specified and
approved by the Trustees (or a Committee thereof) in its sole
discretion; provided, however, that Executive's "target
opportunity" and "maximum opportunity" under any such program shall
be at least 50% and 100%, respectively, of Executive's Base Salary,
except that the Trustees may change these "target opportunity" and
"maximum opportunity" percentages as part of a general revision of
executive compensation which also applies to other senior level
executives of the Company. Executive's short-term incentive
compensation, either in shares of NU or cash, as applicable from
time to time, shall be paid to Executive not later than such
payments are made to the Company's senior level executives
generally and in accordance with the terms of the applicable plan
or program .
1.8. Long-Term
Incentive Compensation. Executive shall
also be entitled to participate in any long-term incentive
compensation programs established by the Company for its senior
level executives generally, depending upon achievement of certain
business performance objectives specified and approved by the
Trustees (or a Committee thereof) in its sole discretion; provided,
however, that Executive's "target opportunity" and "maximum
opportunity" under any such program shall be at least 150% and
300%, respectively of Executive's Base Salary, except that the
Trustees may change these "target opportunity" and "maximum
opportunity" percentages as part of a general revision of executive
compensation which also applies to other senior level executives of
the Company. Executive's long-term incentive compensation,
either in shares of NU, restricted stock units, options or cash, as
applicable from time to time, shall be paid to Executive, not later
than such payments are made to the Company's senior level
executives generally, and in accordance with the terms of the
applicable plan or program .
2.
Confidential Information. Executive
recognizes and acknowledges that by reason of Executive's
employment by and service to the Company before, during and, if
applicable, after the Employment Term Executive has had and will
continue to have access to certain confidential and proprietary
information relating to the business of the Company, which may
include, but is not limited to, trade secrets, trade "know-how",
customer information, supplier information, cost and pricing
information, marketing and sales techniques, strategies and
programs, computer programs and software and financial information
(collectively referred to as "Confidential Information"). Executive
acknowledges that such Confidential Information is a valuable and
unique asset of the Company and Executive covenants that Executive
will not, unless expressly authorized in writing by the Board, at
any time during the course of Executive's employment use any
Confidential Information or divulge or disclose any Confidential
Information to any person, firm or corporation except in connection
with the performance of Executive's duties for the Company and in a
manner consistent with the Company's policies regarding
Confidential Information. Executive also covenants that at
any time after the
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termination of
such employment, directly or indirectly, Executive will not use any
Confidential Information or divulge or disclose any Confidential
Information to any person, firm or corporation, unless such
information is in the public domain through no fault of Executive
or except when required to do so by a court of law, by any
governmental agency having supervisory authority over the business
of the Company or by any administrative or legislative body
(including a committee thereof) with apparent jurisdiction to order
Executive to divulge, disclose or make accessible such information,
in which case Executive will inform NUSCO in writing promptly of
such required disclosure, but in any event at least two business
days prior to disclosure. All written Confidential
Information (including, without limitation, in any computer or
other electronic format) which comes into Executive's possession
during the course of Executive's employment shall remain the
property of the Company. Except as required in the
performance of Executive's duties for the Company, or unless
expressly authorized in writing by the Board, Executive shall not
remove any written Confidential Information from the Company's
premises, except in connection with the performance of Executive's
duties for the Company and in a manner consistent with the
Company's policies regarding Confidential Information. Upon
termination of Executive's employment, Executive agrees immediately
to return to the Company all written Confidential Information in
Executive's possession.
3.
Non-Competition; Non-Solicitation.
(a)
During Executive's employment by the Company and for a period
of two years after Executive's termination of employment for any
reason, within the Company's "service area," as defined below,
Executive will not, except with the prior written consent of the
Board, directly or indirectly, own, manage, operate, join, control,
finance or participate in the ownership, management, operation,
control or financing of, or be connected as an officer, director,
employee, partner, principal, agent, representative, consultant or
otherwise with, or use or permit Executive's name to be used in
connection with, any business or enterprise which is engaged in any
business that is competitive with any regulated business or
enterprise in which the Company is engaged ("Competitive Company").
For the purposes of this Section, "Service Area" shall mean
the geographic area within the states of Connecticut, Maine,
Massachusetts, New Hampshire, Rhode Island, and Vermont, or any
other state in which the Company, in the aggregate, generates 25%
or more of its revenues in the fiscal year of NU in which
Executive's termination of employment occurs. Further, for
the purposes of this Section, "Competitive Company" shall mean
Consolidated Edison, Inc., Energy East Corporation, Hydro-Quebec,
KeySpan Energy, National Grid USA, NSTAR, or The United
Illuminating Company, their assigns or successors, or any other
company which in the future engages in competition with the
regulated business of the Company in the Service Area.
Executive acknowledges that the listed service area is the
area in which the Company presently does business.
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(b)
The foregoing restrictions shall not be construed to prohibit
the ownership by Executive of less than five percent (5%) of any
class of securities of any corporation which is engaged in any of
the foregoing businesses having a class of securities registered
pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"), provided that such ownership represents a passive investment
and that neither Executive nor any group of persons including
Executive in any way, either directly or indirectly, manages or
exercises control of any such corporation, guarantees any of its
financial obligations, otherwise takes any part in its business,
other than exercising Executive's rights as a shareholder, or seeks
to do any of the foregoing.
(c)
Executive further covenants and agrees that during
Executive's employment by the Company and for the period of two
years thereafter, Executive will not, directly or indirectly, (i)
solicit, divert, take away, or attempt to solicit, divert or take
away, any of the Company's "Principal Customers," defined for the
purposes hereof to include any customer of the Company, from which
$100,000 or more of annual gross revenues are derived at such time,
or (ii) encourage any Principal Customer to reduce its patronage of
the Company.
(d)
Executive further covenants and agrees that during
Executive's employment by the Company and for the period of two
years thereafter, Executive will not, except with the prior written
consent of the Trustees, directly or indirectly, solicit or hire,
or encourage the solicitation or hiring of, any person who was a
managerial or higher level employee of the Company at any time
during the term of Executive's employment by the Company by any
employer other than the Company for any position as an employee,
independent contractor, consultant or otherwise. The
foregoing covenant of Executive shall not apply to any person after
12 months have elapsed subsequent to the date on which such
person's employment by the Company has terminated.
(e)
Nothing in this Section 3 shall be construed to prohibit
Executive, if Executive is a lawyer, from being connected as a
partner, principal, shareholder, associate, counsel or otherwise
with another lawyer or a law firm which performs services for
clients engaged in any business or enterprise that is competitive
with any business or enterprise in which the Company is engaged,
provided that Executive is not personally involved, directly or
indirectly, in performing services for any such clients during the
period specified in Section 3(a) and provided further that such
lawyer or law firm takes reasonable precautions to screen Executive
from participating for the period specified in Section 3(a) in the
representation of any such clients. The parties agree that
any such personal performance of services by Executive for any such
clients during such period would create an unreasonable risk of
violation by Executive of the provisions of Section 2 of this
Agreement, and Executive agrees (and the Company may elect) to
notify in writing any lawyer or law firm with which Executive may
be connected during the period specified in Section 3(a) of
Executive's Agreement as set forth herein. The parties
further agree that, in addition to the nondisclosure obligations of
Section 2 of this Agreement,
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Executive remains
subject to all ethical obligations relating to confidentiality of
information to the extent that Executive acted as a lawyer for the
Company, but Executive's knowledge of such confidential information
shall not be imputed to such other lawyer or law firm with which
Executive subsequently may become connected. Executive agrees
to notify the Company in writing in advance of the precautions to
be taken by such lawyer or law firm to screen Executive from any
representation of such competing client of such lawyer or law
firm.
4.
Equitable Relief .
(a)
Executive acknowledges and agrees that the restrictions
contained in Sections 2 and 3 are reasonable and necessary to
protect and preserve the legitimate interests, properties, goodwill
and business of the Company, that NUSCO would not have entered into
this Agreement in the absence of such restrictions and that
irreparable injury will be suffered by the Company should Executive
breach any of the provisions of those Sections. Executive
represents and acknowledges that (i) Executive has been advised by
NUSCO to consult Executive's own legal counsel in respect of this
Agreement, and (ii) that Executive has had full opportunity, prior
to execution of this Agreement, to review thoroughly this Agreement
with Executive's counsel.
(b)
Executive further acknowledges and agrees that a breach of
any of the restrictions in Sections 2 and 3 cannot be adequately
compensated by monetary damages. Executive agrees that the
Company shall be entitled to preliminary and permanent injunctive
relief, without the necessity of proving actual damages, as well as
an equitable accounting of all earnings, profits and other benefits
arising from any violation of Sections 2 or 3 hereof, which rights
shall be cumulative and in addition to any other rights or remedies
to which the Company may be entitled. In the event that any
of the provisions of Sections 2 or 3 hereof should ever be
adjudicated to exceed the time, geographic, service, or other
limitations permitted by applicable law in any jurisdiction, it is
the intention of the parties that the provision shall be amended to
the extent of the maximum time, geographic, service, or other
limitations permitted by applicable law, that such amendment shall
apply only within the jurisdiction of the court that made such
adjudication and that the provision otherwise be enforced to the
maximum extent permitted by law.
(c)
If Executive breaches any of Executive's obligations under
Sections 2 or 3 hereof, and such breach constitutes "cause," as
defined in Section 5.3 hereof, or would constitute Cause if it had
occurred during the Employment Term, the Company shall thereafter
have no Target Benefit obligation pursuant to the Supplemental
Plan, but shall remain obligated for the Make-Whole Benefit under
the Supplemental Plan, but only to the extent not modified by the
terms of this Agreement, and compensation and other benefits
provided in any plans, policies or practices then applicable to
Executive in accordance with the terms thereof.
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(d)
Executive irrevocably and unconditionally (i) agrees that any
suit, action or other legal proceeding arising out of Sections 2 or
3 hereof, including without limitation, any action commenced by the
Company for preliminary and permanent injunctive relief and other
equitable relief, may be brought in the United States District
Court for the District of Connecticut, or if such court does not
have jurisdiction or will not accept jurisdiction, in any court of
general jurisdiction in Hartford, Connecticut, (ii) consents to the
non-exclusive jurisdiction of any such court in any such suit,
action or proceeding, and (iii) waives any objection which
Executive may have to the laying of venue of any such suit, action
or proceeding in any such court. Executive also irrevocably
and unconditionally consents to the service of any process,
pleadings, notices or other papers in a manner permitted by the
notice provisions of Section 10 hereof.
(e)
Executive agrees that for a period of five years following
the termination of Executive's employment by the Company Executive
will provide, and that at all times after the date hereof the
Company may similarly provide, a copy of Sections 2 and 3 hereof to
any business or enterprise (i) which Executive may directly or
indirectly own, manage, operate, finance, join, control or
participate in the ownership, management, operation, financing, or
control of, or (ii) with which Executive may be connected as an
officer, director, employee, partner, principal, agent,
representative, consultant or otherwise, or in connection with
which Executive may use or permit Executive's name to be used;
provided, however, that this provision shall not apply in respect
of Section 3 hereof after expiration of the time periods set forth
therein.
5.
Termination . The
Employment Term shall terminate upon the occurrence of any one of
the following events and payment to Executive under this Section 5
shall be made at the time specified in Section 5.6 :
5.1.
Disability . NUSCO may
terminate the Employment Term if Executive is unable substantially
to perform Executive's duties and responsibilities hereunder to the
full extent required by the Board by reason of illness, injury or
incapacity for six consecutive months, or for more than six months
in the aggregate during any period of twelve calendar months;
provided, however, that NUSCO shall continue to pay Executive's
Base Salary until NUSCO acts to terminate the Employment Term.
In addition, Executive shall be entitled to receive (a) any
amounts earned, accrued or owing but not yet paid under Section 1
above and (b) any other benefits in accordance with the terms of
any applicable plans and programs of the Company. Otherwise,
the Company shall have no further liability or obligation to
Executive for compensation under this Agreement. Executive
agrees, in the event of a dispute under this Section 5.1, to submit
to a physical examination by a licensed physician selected by the
Board.
5.2.
Death. The
Employment Term shall terminate in the event of Executive's death.
In such event, NUSCO shall pay to Executive's executors,
legal representatives or
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administrators, as
applicable, an amount equal to the installment of Executive's Base
Salary set forth in Section 1.4 hereof for the month in which
Executive dies . In addition, Executive's estate shall be
entitled to receive (a) any other amounts earned, accrued or owing
but not yet paid under Section 1 above, and (b) any other benefits
in accordance with the terms of any applicable plans and programs
of the Company. Otherwise, the Company shall have no further
liability or obligation under this Agreement to Executive's
executors, legal representatives, administrators, heirs or assigns
or any other person claiming under or through Executive.
5.3.
Cause. NUSCO may
terminate the Employment Term, at any time, for "cause" upon
written notice, in which event all payments under this Agreement
shall cease, except for Base Salary to the extent already accrued,
and no Target Benefit shall be due under the Supplemental Plan, but
Executive shall remain entitled to the Make-Whole Benefit under the
Supplemental Plan, but only to the extent not modified by the terms
of this Agreement, and any other benefits in accordance with the
terms of any applicable plans and programs of the Company.
For purposes of this Agreement, Executive's employment may be
terminated for "cause" if (a) Executive is convicted of a felony,
(b) in the reasonable determination of the Board, Executive has (i)
committed an act of fraud, embezzlement, or theft in connection
with Executive's duties in the course of Executive's employment
with the Company, (ii) caused intentional, wrongful damage to the
property of the Company or intentionally and wrongfully disclosed
Confidential Information, or (iii) engaged in gross misconduct or
gross negligence in the course of Executive's employment with the
Company or (c) Executive materially breached Executive's
obligations under this Agreement and shall not have remedied such
breach within 30 days after receiving written notice from the Board
specifying the details thereof. For purposes of this
Agreement, an act or omission on the part of Executive shall be
deemed "intentional" only if it was not due primarily to an error
in judgment or negligence and was done by Executive not in good
faith and without reasonable belief that the act or omission was in
the best interest of the Company.
5.4. Termination
Without Cause and Non-Renewal.
(a)
NUSCO may remove Executive, at any time, without cause from
the position in which Executive is employed hereunder (in which
case the Employment Term shall be deemed to have ended) upon not
less than 60 days' prior written notice to Executive; provided,
however, that, in the event that such notice is given, Executive
shall be under no obligation to render any additional services to
the Company and, subject to the provisions of Section 3 hereof,
shall be allowed to seek other employment. Upon any such
removal or if NUSCO informs Executive that the Agreement will not
be renewed after September 30, 2004 or at the end of any subsequent
renewal period, Executive shall be entitled to receive, as
liquidated damages for the failure of the Company to continue to
employ Executive, only the amount due to Executive under the
Company's then current severance pay plan for employees. No
other payments or benefits shall be due under this
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Agreement to
Executive, but Executive shall be entitled to any other benefits in
accordance with the terms of any applicable plans and programs of
the Company. Notwithstanding anything in this Agreement to
the contrary, on or after Executive attains age 65, no action by
the Company shall be treated as a removal from employment or
non-renewal if on the effective date of such action Executive
satisfies all of the requirements for the executive or high
policy-making exception to applicable provisions of state and
federal age discrimination legislation.
(b)
Notwithstanding the provisions of Section 5.4(a) (other than
the last sentence), in the event that Executive executes a written
release upon such removal or non-renewal, and returns such executed
Release to the Company not fewer than eight days before the date
provided in Section 5.6 for payment of the amounts provided under
this Section 5.4(b) , substantially in the
form attached hereto as Annex 1, (the "Release"), of any and all
claims against the Company and all related parties with respect to
all matters arising out of Executive's employment by the Company
(other than any entitlements under the terms of this Agreement or
under any other plans or programs of the Company in which Executive
participated and under which Executive has accrued a benefit), or
the termination thereof, Executive shall be entitled to receive, in
lieu of the payment described in subsection (a) hereof, which
Executive agrees to waive,
(i) as
liquidated damages for the failure of the Company to continue to
employ Executive, a single cash payment, equal to Executive's Base
Compensation, as defined in Section 6.1(b) below;
(ii) a
single cash payment equal to the present value of (A) the total
cost that would be incurred in providing $50,000 life insurance
coverage on Executive’s life for two years after
Executive’s termination of employment under the individual
conversion policy for which Executive will be eligible following
the termination of his Company-sponsored group term life insurance
coverage; and (B) the cost that would be incurred by the Company in
providing two years of long-term disability insurance coverage to
Executive under the Company-sponsored group long-term disability
insurance program at the coverage level in place for the Executive
under such group long-term disability insurance program at
Executive's Termination Date, calculated on the basis of a discount
rate equal to the rate set forth in Section 7.1(a) of this
Agreement, such payment to be provided with a tax gross-up to
reimburse Executive for all Federal and state income taxes and for
the Hospital Insurance portion of FICA tax withholding at the
highest marginal rate resulting from the inclusion in
Executive’s income of such payment.
Continued reimbursement for tax preparation services
and financial planning also will continue for a two-year period.
In addition, immediately following Executive’s
Termination Date, Executive and Executive’s spouse and
eligible dependents also will be eligible to participate in the
Company’s executive retiree health plan for two years after
which time, Executive and Executive’s spouse and eligible
dependents may elect participation in the Company’s retiree
health plan, paying standard retiree rates, if the terms of such
plan allow such
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participation.
Coverage for the two-year period under the Company’s
executive retiree health plan shall be provided on a subsidized
basis so that Executive’s cost for such executive retiree
health plan coverage will generally not be greater than the cost
charged to an active employee of the Company for comparable
coverage. Executive’s cost for such executive retiree
health plan coverage shall be paid on an after-tax basis and the
Company subsidy for such coverage shall be includible in
Executive’s income for tax purposes, but the Company will
provide tax gross-up payments with respect to such taxable
subsidized coverage concurrently (or by reimbursement in accordance
with Section 7.2 of the Agreement of any benefit amount that is
taxable to Executive under Section 105(h) of the Code) with the
inclusion of such taxable coverage in Executive’s income such
that the tax gross-up payments will reimburse Executive for all
Federal and state income taxes and for the Hospital Insurance
portion of FICA tax withholding at the highest marginal rate
resulting from the inclusion in Executive’s income of
such Company subsidy to the executive retiree health plan coverage
and from the reimbursement of such taxes, but only to the extent
that such taxable subsidized coverage is not also taxable to
retirees of the Company who receive health coverage through the
Company’s health plan;
(iii)
any other amounts earned, accrued or owing but not yet paid under
Section 1 above;
(iv)
any other benefits in accordance with the terms of any applicable
plans and programs of the Company and a payment equal to any unused
vacation;
(v) as
additional consideration for the non-competition and non-
solicitation covenant contained in Section 3, a single cash
payment, equal to Executive's Base Compensation, as defined in
Section 6.1(b) below; and
(vi)
under the Supplemental Plan, Executive shall be entitled to receive
a Target Benefit and a Make-Whole Benefit, whether or not Executive
has then satisfied the requirements for early, normal or deferred
retirement under, or is then entitled to receive a vested benefit
under, the Company's Retirement Plan payable at the time and in the
form provided under the Supplemental Plan; Executive's years of
service with the Company through the 24th month following the
Termination Date shall be taken into account in determining the
amount of the Target Benefit and the Make-Whole Benefit and 24
months shall be added to Executive's age for purposes of
determining the reduction in such Benefits, if any, to reflect
early commencement, utilizing the early commencement factor for
Executive's age and years of service, each as so modified, set
forth in the Company's Retirement Plan as in effect on the
Termination Date or, if there is no such factor for Executive's age
as so modified as of the Termination Date, a full actuarial
reduction for Executive's age as so modified, as determined by the
enrolled actuary for the Retirement Plan; and
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(vii)
all stock option grants, to the extent not already vested prior to
the removal or non-renewal, shall be fully vested and exercisable
as if Executive had remained actively employed by the Company, and
had satisfied all time requirements as to exercise, including the
right of exercise, where appropriate, within 36 months after the
removal or non-renewal; provided, however, that the exercise period
shall not be extended to a date later than the earlier of the
latest day by which the stock right could have expired by its
original terms or the tenth anniversary of the original date of
grant.
5.5. Voluntary
Termination. Executive
may voluntarily terminate the Employment Term upon 30 days' prior
written notice for any reason. In such event, after the
effective date of such termination, no further payments shall be
due under this Agreement except that Executive shall be entitled to
any benefits due in a
