FIRST AMENDMENT TO EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This FIRST AMENDMENT to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT,
dated as of April 23, 1999 (the "Agreement"), by and among Energy East
Corporation, a New York corporation ("Energy East"), Connecticut Energy
Corporation, or its successor, (the "Company") and J.R. ▇▇▇▇▇▇ (the
"Executive") is dated as of July 15, 1999. Capitalized terms used and not
defined herein shall have the meanings given to them in the Agreement.
Energy East has entered into an Agreement and Plan of Merger dated as of
June 29, 1999, with CTG Resources, Inc. ("CTG") and Oak Merger Co. (the "CTG
Merger Agreement") pursuant to which CTG will merge with Oak Merger Co. to
become a subsidiary of Energy East (the "CTG Merger"), and an Employment
Agreement with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ and CTG dated as of June 29, 1999 (the
"▇▇▇▇▇▇▇▇▇ Agreement"), pursuant to which ▇▇. ▇▇▇▇▇▇▇▇▇ will serve as, among
other things, the President of XENERGY Enterprises, Inc. ("Xenergy")
beginning upon the Effective Time of the CTG Merger (as defined in the CTG
Merger Agreement) and as Chief Executive Officer of Xenergy beginning on or
before the first anniversary of the Effective Time of the CTG Merger.
In recognition of the foregoing, Energy East, the Company and the
Executive desire to amend the Agreement as set forth below.
1. Subject to Section 2 of this Amendment, Section 4 of the
Agreement is hereby amended to read in its entirety as follows:
4. POSITION AND DUTIES. (a) The Executive shall serve as
Chairman, Chief Executive Officer, and President of the Company and
EE Enterprises, and as Chairman of Xenergy, and shall also serve as
an officer of Energy East with the title of Vice Chairman. The
Executive shall be a member of Energy East's senior management team
and shall have the executive management responsibility for, and
authority over, Energy East's gas distribution businesses in the New
England states, and Xenergy and EE Enterprises. In addition, if
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ has not become the Chief Executive Officer of
Xenergy by the beginning of the Term, the Executive shall serve as
Chief Executive Officer of Xenergy until ▇▇. ▇▇▇▇▇▇▇▇▇ assumes that
position (or if sooner, until the end of the Term). In addition,
beginning on the later of the first day of the Term and the Effective
Time of the CTG Merger, until the end of the Term, the Executive
shall serve as Chairman of the Board of Directors of CTG. Finally,
if the Effective Time of the CTG Merger (as defined in the CTG Merger
Agreement) has not occurred as of the beginning of the Term, the
Executive shall also serve as President of Xenergy until the Effective
Time of the CTG Merger (or if sooner, until the end of the Term).
(b) The Executive shall have such responsibilities, duties and
authority that are consistent with such positions as may from time to
time be assigned to the Executive by the Chairman of the Board. The
Executive shall devote
substantially all his working time and efforts to the business and
affairs of Energy East, the Company, EE Enterprises, Xenergy and
their affiliates; provided, however, that the Executive may also
serve on the boards of directors or trustees of other non-affiliated
companies and organizations, as long as such service does not
substantially interfere with the performance of his duties hereunder
or violate his obligations under Section 10 hereof.
(c) While the Executive is employed pursuant to this
Agreement, he shall also be nominated to serve as a member of the
Board, and if elected as such a member, shall serve as a member
of the Board. Upon the termination of his employment hereunder for
any reason, he shall immediately resign from such position.
2. Notwithstanding any other provision of this Amendment, if the
CTG Merger Agreement is terminated without consummation of the CTG Merger or
if the ▇▇▇▇▇▇▇▇▇ Agreement becomes null and void before the Effective Time of
the CTG Merger, then the provisions of Section 1 above shall be null and void
AB INITIO and instead Section 4 of the Agreement shall be hereby amended to
read in its entirety as follows:
4. POSITION AND DUTIES. (a) The Executive shall serve as
Chairman, Chief Executive Officer, and President of the Company and
EE Enterprises, and as Chairman, Chief Executive Officer and President
of Xenergy, and shall also serve as an officer of Energy East with
the title of Vice Chairman. The Executive shall be a member of Energy
East's senior management team and shall have the executive management
responsibility for, and authority over, Energy East's gas
distribution businesses in the New England states, and Xenergy and EE
Enterprises.
(b) The Executive shall have such responsibilities, duties and
authority that are consistent with such positions as may from time to
time be assigned to the Executive by the Chairman of the Board. The
Executive shall devote substantially all his working time and efforts
to the business and affairs of Energy East, the Company, EE Enterprises,
Xenergy and their affiliates; provided, however, that the Executive
may also serve on the boards of directors or trustees of other
non-affiliated companies and organizations, as long as such service does
not substantially interfere with the performance of his duties hereunder
or violate his obligations under Section 10 hereof.
(c) While the Executive is employed pursuant to this
Agreement, he shall also be nominated to serve as a member of the
Board, and if elected as such a member, shall serve as a member
of the Board. Upon the termination of his employment hereunder for any
reason, he shall immediately resign from such position.
3. The Agreement is in all other respects ratified and confirmed
without amendment.
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IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
ENERGY EAST CORPORATION
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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By: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title Executive Vice President
and General Counsel
CONNECTICUT ENERGY CORPORATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President, General
Counsel and Secretary
EXECUTIVE
/s/ J.R. ▇▇▇▇▇▇
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J.R. ▇▇▇▇▇▇
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