Consent Agreement Regarding Change of Control Provisions in Supplemental Retirement Plan – Green Mountain Power Corporation Officers
This agreement is between Green Mountain Power Corporation and its officers, addressing the impact of a proposed merger with Northern New England Energy Corporation. Officers are asked to consent that the merger, including its approval and completion, will not be considered a Change of Control under their Supplemental Retirement Plan (SERP). This consent is required to prevent potential negative tax consequences. Officers must sign and return the form to confirm their acceptance of this change.
Exhibit 10.4
[FORM OF CONSENT PROVIDED BY OFFICERS IN CONNECTION
WITH AMENDMENTS TO SUPPLEMENTAL RETIREMENT PLANS]
June __, 2006
| To: | [Name] | |
| From: | M. O. Burns - Chair, Compensation Committee | |
| Re: | Supplemental Retirement Plans | |
Green Mountain Power Corporation (the Company) has agreed to merge with a subsidiary of Northern New England Energy Corporation (the “Merger”). Completion of the Merger is subject to the approval of the Company’s shareholders and the approval of the regulatory authorities.
Approval of the Merger by the Company’s shareholders will constitute a Change of Control under your Supplemental Retirement Plan or SERP. Your SERP provides certain additional rights to you if you are employed by the Company on the date a Change of Control occurs.
You have entered into, or soon will enter into, new agreements relating to the terms of your employment on and after completion of the Merger. Among other things, the new agreements provide (or will provide) that approval of the Merger by the Company’s shareholders will not constitute a control change under your Change of Control Agreement with the Company.
Similarly, the Company asks that you agree, as of this date, that the execution of the merger agreement, the shareholders’ approval of the Merger and completion of the Merger will not constitute a Change of Control for purposes of your SERP. Your agreement needs to be effective at this time in order to avoid potential adverse tax consequences under the “parachute payment” provisions of the Internal Revenue Code.
Please sign below and return this memorandum to Donald J. Rendall, VP & General Counsel. You should keep a copy of this memorandum for your records. Please feel free to contact Don Rendall if you have any questions about this memorandum.
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Acceptance
I hereby accept and agree that the Merger (including the execution of the merger agreement, the approval of shareholders and the completion of the Merger) will not constitute a Change of Control under my Supplemental Retirement Plan with the Company. My acceptance of this change to my Supplemental Retirement Plan is effective as of the date shown below.
| Date: | Signed: | |||
| Print Name: | ||||
