Looking for an agreement? Search from over 1 million agreements now.

Management Succession And Consulting Agreement

This is an actual contract by Aquarion.
Browse the agreement preview below and buy the entire agreement for $35

Sectors: Utilities
Governing Law: Connecticut, View Connecticut State Laws
Effective Date: October 01, 1995
Search This Document
MANAGEMENT SUCCESSION AND CONSULTING AGREEMENT
----------------------------------------------


This MANAGEMENT SUCCESSION AND CONSULTING AGREEMENT (the


"Agreement") is made as of October 1, 1995, by and between Aquarion


Company ("Aquarion"), a Delaware corporation having its principal


office in Bridgeport, Connecticut, and Jack E. McGregor, a resident of


Easton, Connecticut ('Executive").


W I T N E S S E T H:
--------------------


WHEREAS, Executive is the President and Chief Executive Officer


of Aquarion;


WHEREAS, Executive has determined to retire as President and


Chief Executive Officer of Aquarion, while continuing to play an


active role in supporting its management, in order to devote a major


part of his time to development activities in the greater Bridgeport


region and to the rebuilding of the City of Bridgeport;


WHEREAS, Aquarion has identified or will soon identify the


successor to Executive as its President and Chief Executive Officer;


WHEREAS, Aquarion and Executive each desire to ensure the


continuity of Aquarion's management and to establish an orderly


transition procedure with respect to the positions of President and


Chief Executive Officer;


WHEREAS, as part of such transition procedure, Aquarion desires


to retain Executive as a consultant following the termination of his


employment;


- 2 -


WHEREAS, Executive desires to cooperate with his successor as


Aquarion's President and Chief Executive Officer, and is willing to


serve as a consultant to Aquarion following the termination of his


employment; and


WHEREAS, Aquarion desires to ensure Executive's cooperation in


connection with such transition and to compensate Executive for


certain reductions in Executive's employee benefits as a result of the


termination of his employment and such transition.


NOW, THEREFORE, in consideration of the premises and mutual


covenants contained herein, Aquarion and Executive, intending to be


legally bound, do hereby agree as follows:


1. Certain Defined Terms: In addition to terms defined
---------------------- elsewhere herein, the following terms shall have the following


meanings when used in this Agreement with initial capital letters:


(a) "Board" means the Board of Directors of Aquarion.


(b) "Cause" means that Executive, in the reasonable


determination of the Board, shall have:


i) committed an intentional act of fraud,


embezzlement, or theft in connection with Executive's


duties or in the course of either his employment with


Aquarion or his service as a consultant to Aquarion;


- 3 -


ii) caused intentional wrongful and material damage


to property of Aquarion or any of its subsidiaries;


iii) intentionally and wrongfully disclosed


confidential information of Aquarion or any of its


subsidiaries;


iv) engaged in any gross negligence or gross


misconduct in the course of either his employment with


Aquarion or his service as a consultant to Aquarion;


v) been convicted of a felony; or


vi) materially breached his obligations under this


Agreement and shall have not remedied such breach


within thirty (30) days after receiving 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" 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 interests of Aquarion.


(c) "Consulting Period" means the period commencing the day


following the date of Termination of Executive as an employee of


Aquarion and ending on the earlier of (i) the date of Termination of


the consulting relationship between Aquarion and Executive pursuant to


Section 2(b) or Section 4 hereof and (ii) the fifth anniversary of the


commencement of such period (or such later date as the Compensation


Committee of the


- 4 -


Board, in its sole discretion, shall determine and the Executive may


agree to); provided that, subject to earlier Termination as aforesaid,


the Consulting Period shall consist of the "First Consulting Period"


commencing the day following the date of Executive's Termination of


employment with Aquarion and ending on the first anniversary of such


day and the "Second Consulting Period" comprising the remainder of the


Consulting Period. Notwithstanding the foregoing, the Second


Consulting Period shall not commence, and Executive shall be


Terminated, as of the last day of the First Consulting Period, if the


Compensation Committee of the Board, in its sole discretion, shall so


determine.


(d) 'Employment Agreement" means the employment agreement


dated as of January 1, 1990 between Aquarion (then "The Hydraulic


Company") and Executive.


(e) "Half-time" means the equivalent of approximately 115


working days per calendar year.


(f) "One-fifth time" means the equivalent of


approximately 46 working days per calendar year.


(g) "Permanent and Total Disability" means a disability


that renders (or would render if it occurred at an earlier age) the


Executive eligible to receive disability benefits under Title 11 of


the Social Security Act, as amended from time to time.


(h) "Retirement Plan" means the Amended and Restated


Retirement Plan for Employees of Aquarion Company, as such plan may be


amended from time to time, and any successor to such plan.


- 5 -


(i) "Supplemental Plan" means the Supplemental Savings and


Retirement Plan of Aquarion Company, as such plan may be amended from


time to time, and any successor to such plan.


(j) "Terminate," "Termination" and correlative terms mean


the termination of Executive's employment or consulting with Aquarion,


including voluntary termination by Executive.


2. Employment and Consulting:
-------------------------


(a) Executive shall voluntarily resign from the position of


President and Chief Executive Officer of Aquarion and Terminate,


effective as of October 1, 1995, but not prior to such date unless


requested by Executive and consented to by the Board. Between the


date hereof and such Termination, Executive shall perform all duties


pertaining to his office and in accordance with the Employment


Agreement and shall work in cooperation with the Board and his


designated successor (or successors) to the foregoing position to


effect the orderly transition of responsibilities to such successor


(or successors) on such schedule as shall be determined by mutual


agreement. The terms of the Employment Agreement are modified only to


the extent expressly inconsistent with this Agreement, but nothing


contained in this Agreement shall confer upon Executive any additional


right to be retained as President or Chief Executive Officer of


Aquarion or to be retained as an employee of Aquarion in any other


capacity; and from and after October 1, 1995 Executive shall be deemed


to have retired at age 62 for purposes of subsections 4(d)(i)(B) and


4(d)(iv) of the Employment Agreement.


- 6 -


(b) Upon his Termination as an employee of Aquarion,


Executive shall be retained by Aquarion on a consulting basis for the


Consulting Period. During the Consulting Period, Executive shall be


available to assist Aquarion on a part-time basis (i.e., on a


half-time basis during the First Consulting Period and on a one-fifth


time basis during the Second Consulting Period) with the transition of


responsibilities to his designated successor (or successors) and with


special projects designated by the Board, including, but not limited


to, real estate, acquisitions, industry consolidation efforts,


community relations, economic development activities, legislative and


regulatory relations, and privatization contract management. During


the First Consulting Period, Employer shall pay to Executive


a consulting fee at a rate of $175,000 per year, and during the Second


Consulting Period, Employer shall pay to Executive a consulting fee at


a rate of $75,000 per year; such consulting fees shall be paid in


monthly installments in arrears and shall be subject to reduction on


account of all applicable tax withholding requirements. Retention of


Executive during the Second Consulting Period shall be on a year-to-


year basis, such that the Compensation Committee of the Board, in its


sole discretion and for any reason whatsoever, or Executive, in his


sole discretion and for any reas
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |