Exhibit 10(at)
EMPLOYMENT CONTINUITY
AGREEMENT
This Agreement made as of this
9’’ day of May, 2000, by and between MAINE PUBLIC
SERVICE COMPANY, a Maine corporation with its principal place of
business in Presque Isle, Maine (the “Company”) and
Calvin D. Deschene of Presque Isle, Maine,
(“Director”).
WHEREAS, the Director has been
employed by the Company and its energy marketing subsidiary, Energy
Atlantic, LLC (EA), in a management capacity for over 13 years, and
is now the Director of EA; and
WHEREAS, the Director’s
knowledge of EA’s affairs and his experience are critical to
the protection and enhancement of the best interests of the
Company, its employees, ratepayers and stockholders; and
WHEREAS, in the current competitive
energy market the continuing operation of EA cannot be assured;
and
WHEREAS, the Company desires to
assure itself of the continued employment of the Director and the
benefit of his independent judgment in the operation of EA,
particularly in light of the uncertainties concerning EA’s
future as an affiliated energy marketer;
NOW, THEREFORE, in consideration of
the mutual promises and undertakings herein contained and for other
good and valuable consideration, the receipt and adequacy of which
is acknowledged by each of the parties, the Director and the
Company agree as follows:
1.
Term of the Agreement and
Renewal. The term of this
Agreement shall be for a period beginning May 9, 2000, and ending
December 31, 2001. On January 1, 2002, and on January 1 of each
period of three (3) years thereafter (in each case such date to be
a “Renewal Date”) this Agreement automatically shall be
renewed for an additional three (3) year term, unless at least one
(1) year prior to any such Renewal Date, either party shall have
given written notice to the other that such renewal shall not take
place. Such notice may be given by the Company only upon the
affirmative vote of the Compensation Committee of the Board of
Directors.
2.
Rights Upon Involuntary
Termination of Employment. If (i) within twenty-four (24) months after the
occurrence of a Change in Control Event, the Company terminates the
Director’s employment for any reason other than Good Cause as
defined in Paragraph 4, or if the Director voluntarily terminates
employment for Good Reason as defined in Paragraph 3, or (ii) at
any time during the term of this Agreement, or any extension
thereof, EA shall effectively cease doing business (regardless of
any formal dissolution or winding up of EA) and the Officer is not
offered a position with the Company at a base salary and a level of
employee benefits substantially the same as EA provided to him
immediately prior to its cessation of operations, the Company shall
provide the Director with the following:
(a)
Within thirty (30) days of such
termination, a lump sum cash payment in an amount equal to the sum
of:
(i)
one hundred percent (100%) of the
Director’s annual base salary in effect upon the date of the
Change in Control Event or when EA ceased doing business, whichever
applies, and
(ii)
one hundred percent (100%) of the
award the Director would have received for the year in which such
termination occurs, pursuant to the EA Incentive Compensation Plan,
assuming that his employment had not terminated and that for such
year all applicable performance goals will be met. In the event any
portion of this award depends on goals that cannot be determined
until the close of the Plan Year, then payment of that amount shall
be made within 30 days after the goal has been
determined.
(b)
The continuation of the
Director’s participation and the participation of his
dependents (to the extent they were participating prior to his
termination of employment) in EA’s health, life, disability
and other employee benefit plans, programs and arrangements
(excluding the Pension Plan and the Non-Union Retirement Savings
Plan) for a period of twenty-four (24) months after such
termination as if he were still employed during such period;
provided, however, if such participation in any such plan, program
or arrangement is specifically prohibited by the terms thereof, the
Company shall provide the Director (and his dependents) with
benefits substantially similar to those which he was entitled to
receive under such plan, program or arrangement immediately prior
to his termination of employment. Additionally, at the end of any
period of such coverage, the Director shall have the right to have
assigned to him, for the cash surrender value thereof, any
assignable insurance owned by EA on the life of the Director. For
purposes of this Paragraph 2(b), any employee benefit determined
with reference to the Director’s compensation or earnings
shall be based on his annual base salary unless otherwise provided
under the terms of the applicable employee benefit plan, program or
arrangement.
(c)
The Company shall pay the Director
an amount equal to the award he would have been entitled to receive
under EA’s Incentive Compensation Plan, if his employment had
not terminated, based on the base salary he had earned as of his
termination date, and assuming that for such year all applicable
performance goals will be met. Such payment shall be made within
ninety (90) days after his employment terminates, except that if
any portion of the amount depends on goals that cannot be
determined until the close of the Plan Year, then payment of that
amount shall be made within 30 days after this goal has been
determined.
3.
Termination for Good
Reason. For purposes of
this Agreement, termination by the Director of his employment for
“Good Reason,” except upon the Director’s express
written consent otherwise, shall mean:
(a)
the assignment of duties to the
Director which:
2
(i)
are materially different from his
duties immediately prior to the change in Control Event,
or
(ii)
result in his having significantly
less authority or responsibility than he had prior to the Change in
Control Event; or
(b)
the Director’s removal from,
or any failure to re-elect him to, any position he held immediately
prior to the Change in Control Event with EA; or,
(c)
a reduction of the Director’s
annual base salary in effect on the date of the Change in Control
Event or as the same may be increased from time to time thereafter;
or
(d)
the Company’s transferring or
assigning the Director to a place of employment more than
twenty-five (25) miles from Presque Isle, Maine, except for
required business travel to an extent substantially consistent with
his business travel obligations immediately prior to the Change in
Control Event; or
(e)
the Company’s failure to
provide the Director with substantially the same health, life and
other employee benefit plans, programs and arrangements
(specifically including EA’s compensation and incentive
plans, as the same may be amended in the future), and substantially
the same perquisites of employment, as provided to him immediately
prior to the Change in Control Event or as the same may be
increased thereafter; or
(f)
the Company’s failure to
provide the Director with substantially the same support staff as
provided to him immediately prior to the Change in Control Event;
or
(g)
the Company’s failure to
increase the Director’s salary, employee benefits or
perquisites of employment in a manner or amount commensurate with
in
