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EXHIBIT 10.D.80
AMENDED SUPPLEMENTAL RETIREMENT PLAN
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This is an Agreement, entered into as of the date set forth on the Summary
Schedule which is attached hereto and made a part hereof, and as amended from
time to time thereafter, by and between GREEN MOUNTAIN POWER CORPORATION
(hereinafter "Company") and the Executive named on the Summary Schedule
(hereinafter "Executive").
WHEREAS, the Executive has provided valuable services to the Company and
the Company desires to retain the Executive's valuable services and to aid in
providing retirement and death benefits to the Executive and his beneficiaries;
WHEREAS, the Executive is a highly compensated managerial employee;
WHEREAS, the retirement and death benefits provided herein constitute an
important and integral portion of the Executive's financial and retirement
planning; and
WHEREAS, in reliance on the availability of the benefits provided Executive
herein, Executive has chosen to forego obtaining benefits from other sources.
NOW THEREFORE, the Company and the Executive in consideration of the terms
and conditions set forth herein hereby mutually covenant and agree as follows:
1. Retirement Benefit. The Company will pay the Executive commencing
within thirty days of the Executive's attaining age 65, if the Executive is then
employed by the Company, the amount per month set forth on the Summary Schedule
guaranteed for fifteen years. If the Executive so elects before payments under
this Agreement commence, the Company will pay in lieu of the payments described
in the preceding sentence, the actuarial equivalent of the payments described in
the preceding sentence according to the following payment options: (1) payments
for the remaining life of the Executive with a minimum of fifteen years of
payments; (2) payments as described in (1) except that, in addition, payments
will continue for the remaining life of a surviving spouse. The actuarial
calculations will be performed by an enrolled actuary. If the Executive dies
after becoming entitled to payments, but before the payments guaranteed for
fifteen years have been paid, the unpaid balance of the actual payments
guaranteed for fifteen years will continue to be paid by the Company to the
beneficiaries named in the Summary Schedule.
2. Early Retirement Benefits. In the event the Executive's employment
with the Company terminates prior to the Executive's attaining age 65 for any
reason other than death of the Executive or cause (gross misconduct) and the
Executive has attained the age of 50 and has been employed by the Company for at
least 10 years, then within thirty days of the date of such termination, the
Company will commence to pay the Executive the monthly retirement benefit set
forth on the Summary Schedule for fifteen years reduced by such amount as shall
be determined by the Company, provided, however, such reduction shall not be
more than six percent (6%) for each full year that the early retirement date
precedes the Executive's attaining age 65. The actuarial options available in
Paragraph 1 shall also be available in the event of Executive's early
retirement.
3. Death Benefit. If the Executive dies after payments of monthly
benefits to the Executive have commenced pursuant to Paragraphs 1 or 2 above,
then the Company shall pay to the Executive's beneficiaries as an additional
benefit, the sum of One Hundred Thousand Dollars ($100,000.00).
4. Benefits on a Change in Control. Upon a termination of employment
(within the meaning of a certain Letter Agreement by and between the Company and
the Executive that concerns a change in control of the Company (the "Letter
Agreement"), as such Letter Agreement may be modified from time to time) for any
reason following a Change in Control (as defined in the Letter Agreement) except
for cause (gross misconduct), the Executive shall be deemed to have satisfied
all requirements for full vesting of benefits under this Agreement. The Company
will pay to the Executive a single lump sum benefit in lieu of the payments
otherwise due under the terms of this Plan within thirty days of the Executive's
termination of employment. Said lump sum payment shall be the present value
equivalence of the amount per month set forth on the Summary Schedule guaranteed
for fifteen years commencing within thirty days of the Executive's termination
of employment and shall not be reduced to reflect that the payment date precedes
the Executive's attaining age 65. The interest rate used to calculate the
present value of the amount per month set forth in the Summary Schedule shall be
the "Applicable Interest Rate" as defined in the Employees' Retirement Plan of
Green Mountain Power Corporation ["the Plan"] or, if the Plan shall cease to
define Applicable Interest Rate, such similar interest rate as shall be used
under the Plan or a similar plan to determine the present value of benefits
payable in a lump sum. The timely payment of such lump sum benefit to the
Executive shall be treated as compliance with the provisions of Section 11
hereof.
5. Disability; Leave of Absence. If the Executive shall become disabled
within the meaning of the long-term disability plan of the Company and prior to
termination of employment with the Company, the Executive shall be considered to
be continuing in employment as an executive for as long as such disability
exists, but not after age sixty-five and the Executive's salary as referred to
on the Summary Schedule shall be deemed to be the Executive's annual base
compensation on the date of onset of the disability.
6. Executives of Subsidiaries. For purposes of this Agreement,
employment by the Company shall include employment by a wholly-owned subsidiary
of the Company. The transfer of an Executive from the Company to any
wholly-owned subsidiary of the Company, or from any wholly-owned subsidiary to
the Company, or from one wholly-owned subsidiary to another shall not constitute
a termination of such Executive's employment by the Company under this
Agreement.
7. Employment and Other Rights. This Agreement creates no rights
whatsoever in the Executive to continue in the employ of the Company for any
length of time, nor does it create any rights in the Executive or obligations on
the part of the Company except as set forth herein.
8. Anti-Alienability Clause. Neither the Executive nor any beneficiary
shall transfer, assign, pledge, mortgage or encumber any of the benefits and
payments hereunder. The benefits shall not be subject to seizure, lien,
judgment, alimony, levy, garnishment, or attachment. In the event that the
Executive or any beneficiary shall attempt any of the acts described in this
Paragraph, then the payment of installment payments or benefits by the Company
shall immediately terminate.
9. No Effect on Other Plans. Nothing contained herein shall affect any
right or privilege of the Executive with regard to other employee plans the
Company has, or may have in the future.
10. Financial Hardship. After payments under this Agreement begin, the
Company may, in its sole discretion, pay the balance of the account to the
Executive or any beneficiary herein, provided that the Executive or beneficiary
has a demonstrable need due to financial hardship. The decision of whether
financial hardship exists, or whether any payments herein shall be made, shall
at all times rest solely with the Company, in its sole discretion.
11. Reorganization of the Company. In addition to those rights granted
Executive under a certain Letter Agreement dated December 6, 1998 that concerns
a change in control of the Company, the Company agrees that it will not merge or
consolidate with any other company, business, corporation, partnership, or
organization, and that it will not permit any of its activities to be taken over
unless and until the succeeding or continuing corporation expressly assumes all
rights, duties, privileges and obligations herein set forth. In the event the
Company fails to comply with this provision, the Executive or Executive's
beneficiary, as the case may be, shall be entitled to benefits equal to one
hundred twenty-five percent (125%) of those otherwise provided herein. If
benefits are payable under the above-identified Letter Agreement, then the
Executive shall be deemed to have satisfied all requirements for the full
vesting of benefits under this Agreement on the day prior to termination of
employment with the Company.
12. Unsecured Provisions. The rights of the Executive under this
Agreement, and of any beneficiary shall be solely those of an unsecured creditor
of the Company. Any asset acquired by the Company in connection with any
obligation herein shall not be deemed to be held in trust for the Executive or
beneficiary. All such assets remain general, unpledged assets of the Company.
13. Communications. Any notice or communication shall be made in writing
and addressed as the case may be to the principal offices of the Company and the
principal residence of the Executive. Each party shall notify the other of a
change of address of the principal office and principal residence.
14. Facility of Payment. If any installment or payment is required to be
made by the Company under this Agreement to any person under a legal disability
at the time, then the Company may, in its sole discretion, make the payment in
any of the following ways:
A. Directly to the person.
B. To the legal representative of the person.
C. To some near relative of the person, said payment to be used
for the latter's benefit.
D. Directly for the payment of expenses relating to the health,
maintenance, support and education of the person.
Any such payment by the Company shall be a discharge of the obligation to
make said payment. The Company shall not be liable for making the payment to
any of the parties enumerated above.
15. Arbitration. In the event of any dispute arising between the parties
to this Agreement, the parties agree that such controversy shall be settled
exclusively by arbitration in Burlington, Vermont, in accordance with the rules
of the American Arbitration Association. Judgment may be entered on the
arbitrator's award in any court having jurisdiction. In the event that the
Executive prevails and is awarded benefits or money damages by the arbitrator,
such benefits or damages shall be equal to one hundred twenty-five (125%) of the
benefits or damages otherwise due under this Agreement; however, if the
arbitrator finds that the Company acted in good faith, such benefits or damages
shall only be equal to one hundred percent (100%) of the amount due under this
Plan.
16. Attorney's Fees. The Company shall pay the Executive or his
beneficiaries all costs and expenses, including reasonable attorney's fees and
arbitration costs, incurred by them in reasonably exercising any of their rights
hereunder, or in enforcing any terms, conditions, or provisions hereof.
17. State Law. This Agreement shall be construed under the laws
applicable to agreements made entirely within the State of Vermont.
18. Revocability. This Agreement may be revoked or amended in whole or
part only by writing signed by both parties hereto (except as set forth in
Paragraph 19 below).
19. Amendment. Notwithstanding any other provision of this Agreement, in
the event of a substantial change in the federal income tax laws affecting the
economic viability of this Plan, the Board of Directors may amend the Plan by
freezing the Executive's salary level for purposes of this Plan at the level as
of date of the amendment, provided, however, that this right to amend shall
terminate upon a change in control of the Company as "change in control" is
defined in a certain Letter Agreement between the Executive and the Company
dated December 6, 1998 that concerns such an event.
20. Whole Agreement. This writing contains the whole Agreement, with no
other understandings or provisions other than what is contained herein.
ACKNOWLEDGMENT OF ARBITRATION
The parties hereto understand that this Agreement contains an Agreement to
arbitrate. After signing this document, the parties understand that they will
not be able to bring a lawsuit concerning any dispute that may arise which is
covered by the arbitration agreement, unless it involves a question of
constitutional or civil rights. Instead, the parties agree to submit any such
dispute to an impartial arbitrator.
EXECUTED this 31st day of August, 1999.
IN THE PRESENCE OF:
__/s/ Xxxxxx X. Xxxxx _____/s/ Xxxxxxxxxxx X. Dutton___________
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(as to both) Executive
__/s/ Xxxxxx X. Xxxxx XXXXX MOUNTAIN POWER CORPORATION
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(as to both)
By: _____/s/ Xxxxxx X. Salmon___________
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Duly Authorized Agent
SUPPLEMENTAL RETIREMENT PLAN
SUMMARY SCHEDULE
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1. Name of Executive: Xxxxxxxxxxx X. Xxxxxx
2. Address: 00 Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
3. Date of Agreement: December 29, 1997
4. Monthly Retirement Benefit: 44% of the Executive's Salary from the
Company for the calendar year before
termination of employment divided
by 12.
5. Beneficiaries: To my wife, Xxx X. Xxxxxx, or in the
event there are no surviving
beneficiaries, then the benefit shall
be paid to the Executive's estate.
6. Retirement Date: 12/01/2013
Dated at South Burlington, Vermont, this 29th day of December, 1997.
WITNESS:
__/s/ Xxxxxxxx X. Xxxxxxx _____/s/ Xxxxxxxxxxx X. Dutton____________
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(as to both) Xxxxxxxxxxx X. Xxxxxx
GREEN MOUNTAIN POWER CORPORATION
__/s/ Xxxxxxx X. Xxxx _____/s/ Xxxxxx X. Salmon___________
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(as to both) Xxxxxx X. Xxxxxx, Chairman
