SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 31, 2005
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NORTHEAST UTILITIES
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 1-5324 04-2147929
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(State or other jurisdiction of (Commission (I.R.S. Employer
of organization) File Number) Identification No.)
ONE FEDERAL STREET, BUILDING 111-4, SPRINGFIELD
MASSACHUSETTS 01105
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(Address of principal executive offices) (Zip Code)
(860) 665-5500
(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K/A filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a- 12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d- 2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e- 4(c))
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE CONTRACT
On March 31, 2005, Northeast Utilities (the "Company") entered into an
employment agreement with Charles W. Shivery, the Company's Chairman,
President and Chief Executive Officer. The employment agreement supersedes
and replaces Mr. Shivery's prior employment agreement. The term of employment
under the employment agreement has an effective term of March 31, 2005
through December 31, 2006, unless terminated prior to such date in accordance
with the employment agreement, and is automatically renewed for successive
one-year terms unless prior notice of non-renewal is given in accordance with
the employment agreement.
The employment agreement provides for an annual base salary of not less than
$840,000, which base salary is to be reviewed annually by the Company for
adjustment. Mr. Shivery is entitled to participate in the retirement plans
and welfare benefit plans generally made available to the Company's senior
level executives. Under the agreement, Mr. Shivery is also eligible to
participate in the Company's Supplemental Executive Retirement Plan for
Officers (the "Supplemental Plan") both as to the Make-Whole Benefit and the
Target Benefit. In addition, the employment agreement provides Mr. Shivery
with retiree health benefits and a special retirement benefit calculated as
if three years of service were added to his actual service.
Mr. Shivery is also entitled to participate in any short-term incentive
compensation programs established by the Company for its senior level
executives generally, with Mr. Shivery's "target opportunity" and "maximum
opportunity" under any such program to be equal to at least 100% and 200%,
respectively, of his base salary, and in any long-term incentive compensation
programs established by the Company for its senior level executives
generally, with his "target opportunity" and "maximum opportunity" under any
such program to be equal to at least 250% and 500%, respectively, of his base
salary.
In addition, the employment agreement includes a covenant limiting Mr.
Shivery's ability to compete with the Company within the Company's "service
area," as defined, for a period of two years after his termination of
employment for any reason.
The employment agreement contains change of control provisions which provide
that upon involuntary termination after a change in control, as defined, and
upon executing a covenant not to sue, Mr. Shivery is eligible to receive (a)
a cash payment of three-times annual salary plus short-term incentives at
target, (b) employee benefits coverage for three years, (c) vesting of senior
officer pension benefits calculated with the addition of three years of age
and six years of service, (d) vesting of all restricted shares, restricted
share units, and stock options with 36 months after termination to exercise,
(e) retiree health benefits, and (f) a gross-up payment to compensate for the
excise tax, if any, imposed under Section 4999 of the Internal Revenue Code.
Under the employment agreement, upon termination without cause and not upon a
change in control, or upon non-renewal of the employment agreement, and upon
executing a covenant not to sue, the employment agreement provides that Mr.
Shivery would be eligible to receive (a) a cash payment of two-times annual
salary plus short-term incentives at target, (b) employee benefits coverage
for two years, (c) vesting of senior officer pension benefits calculated with
the addition of two years of age and five years of service, (d) vesting of
all restricted shares, restricted share units, and stock options with 36
months after termination to exercise, and (e) retiree health benefits.
Mr. Shivery has the right to terminate his employment under the employment
agreement, subject to the confidentiality and non-compete covenants of the
agreement, upon thirty days' notice to the Company. In the event of a
termination for cause, all payments under the employment agreement will
cease, except for the amount of base salary already accrued, and no Target
Benefit and no special retirement benefit will be due under the Supplemental
Plan, but Mr. Shivery would remain entitled to the Make-Whole Benefit under
the Supplemental Plan and any other benefits in accordance with the terms of
any applicable plans and programs of the Company.
[SIGNATURE PAGE TO FOLLOW]
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHEAST UTILITIES
(Registrant)
Date: April 6, 2005 By: /s/ Gregory B. Butler
Name: Gregory B. Butler
Title: Senior Vice President, Secretary
and General Counsel