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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
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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:
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(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, as the same may be amended in
the
future), and substantially the same perquisites of
