Consulting Agreement between BayCorp Holdings, Ltd. and Michael R. Latina (April 2002)

Summary

BayCorp Holdings, Ltd. has engaged Michael R. Latina as a consultant to assist with evaluating and potentially acquiring smaller regulated utilities. Mr. Latina will dedicate about half of his business time to this project for six months, from April 15 to October 15, 2002, receiving a $10,000 monthly retainer and reimbursement for reasonable expenses. He may need to recuse himself from certain board decisions to avoid conflicts of interest. Disputes over payments will be resolved through arbitration if not settled informally. The agreement establishes an independent contractor relationship, not employment.

EX-10.33 7 b45649bhexv10w33.txt CONSULTING AGREEMENT WITH MICHAEL R. LATINA EXHIBIT 10.33 [BAYCORP HOLDINGS, LTD. LETTERHEAD] April 24, 2002 Mr. Michael R. Latina 3121 Avalon Haven Drive North Haven, CT 06473 Dear Michael: This letter shall serve to confirm our agreement with respect to the retention of Michael R. Latina ("Consultant") by BayCorp Holdings, Ltd. (the "Company") to provide assistance with respect to the Company's evaluation and possible pursuit of acquiring and consolidating smaller, regulated utilities into larger operating entities. Consultant shall provide the services for such purpose. The scope of the services hereunder shall include, but not be limited to, assisting the Company's personnel and other consultants in preparing financial analyses and other information related to this opportunity and participating in meetings with existing and potential investors. Consultant will be expected to commit approximately 50% of his business time to this endeavor during the term of our agreement. Consultant is also expected to be available for meetings and telephone conferences as reasonably requested. As a member of the Board of Directors of the Company and in order to protect against any suggestion of a potential conflict of interest, the Consultant understands and acknowledges that it may be required that he recuse himself from certain deliberations and decisions of the Board related to the Board's decision whether to pursue specific acquisitions or transactions on which the Consultant has provided services to Company. The Company agrees to pay Consultant a $10,000 per month retainer for a guaranteed period of six months, commencing on April 15, 2002 and ending on October 15, 2002. Such payments shall be made monthly in advance on the fifteenth day of each month beginning with April 15, 2002. Since Company Board approval is required for this engagement, Consultant agrees to the first payment being made on April 24, following such approval. Consultant will be promptly reimbursed for reasonable travel and other out-of-pocket expenses incurred by Consultant in the performance of services hereunder. Unless a subsequent written arrangement is made to the contrary, the Company will not be liable to Consultant for any expenses incurred by Consultant after October 15, 2002. Any dispute regarding the payment of monies by the Company to Consultant shall be resolved informally between the parties. If an informal resolution cannot be made within thirty (30) days of written notice, each party agrees that the dispute will be settled by arbitration in accordance with the procedures of the American Arbitration Association. Both parties shall share the fees and expenses of arbitration. Michael R. Latina April 24, 2002 Page 2 The Company and Consultant agree that Consultant's services hereunder are of an independent contractor nature and shall not be construed as an employment relationship between Company and Consultant. On behalf of the Company, I look forward to working with you on this important engagement. Please acknowledge your acceptance of the terms of the engagement by signing in the space below. Best regards, /s/ Frank W. Getman Jr. Frank W. Getman Jr. President and CEO cc: Patrycia Barnard Anthony Callendrello Agreed to: By: /s/ Michael R. Latina --------------------------------------- Michael R. Latina Date 4/24/02 ---------------------------------------