8-K/ALeadership ChangesMaterial Agreements

EVERSOURCE ENERGY 8-K/A Report, Material Agreement (Apr 6, 2005)

Filed April 6, 2005For Securities:ES

Summary

This 8-K/A filing from Northeast Utilities (now Eversource Energy) serves as an amendment to a previous report, specifically detailing the employment agreement for David R. McHale, Senior Vice President and Chief Financial Officer. The agreement, effective March 31, 2005, and running through December 31, 2006, with automatic one-year renewals, outlines Mr. McHale's compensation and benefits structure. Key aspects for investors include the base salary of at least $275,000, with annual reviews, and his eligibility for incentive compensation programs with target opportunities of 65% (short-term) and 150% (long-term) of base salary, respectively. The filing also details robust severance provisions, particularly in the event of a change of control or termination without cause, ensuring continuity and incentivizing executive retention. These provisions include significant cash payments, extended benefits, and accelerated vesting of stock options and pension benefits.

Key Highlights

  • 1Northeast Utilities formalized an employment agreement with CFO David R. McHale, effective March 31, 2005, through December 31, 2006, with auto-renewal provisions.
  • 2Mr. McHale's annual base salary is set at a minimum of $275,000, subject to annual review and potential adjustment.
  • 3The agreement includes significant incentive compensation opportunities, with target short-term incentives at 65% and long-term incentives at 150% of base salary.
  • 4Substantial severance benefits are outlined for termination under specific circumstances, including a change of control event.
  • 5In case of termination without cause or non-renewal, Mr. McHale is eligible for two times annual salary plus short-term incentives at target, extended benefits, and accelerated vesting of equity and pension benefits.
  • 6Under a change of control scenario, termination without cause triggers three times annual salary plus short-term incentives at target, longer benefit extensions, and similar accelerated vesting provisions.

Frequently Asked Questions

The primary purpose of this 8-K/A filing is to provide the details of the employment agreement between Northeast Utilities and its Senior Vice President and Chief Financial Officer, David R. McHale, which was not fully disclosed in a prior 8-K filing.

The key compensation components include an annual base salary of at least $275,000 (reviewed annually), participation in short-term and long-term incentive compensation programs with specified target and maximum opportunities (e.g., target short-term at 65% of base, target long-term at 150% of base), and eligibility for retirement and welfare benefit plans.

Severance benefits vary. Upon termination without cause (and not due to a change in control), Mr. McHale is eligible for a cash payment of two times his annual salary plus target short-term incentives, two years of employee benefits, and accelerated vesting of pension benefits and stock options. In the event of termination without cause following a Change in Control, these benefits increase to three times annual salary plus target short-term incentives, three years of employee benefits, and similar accelerated vesting.

Yes, the employment agreement includes a non-compete covenant that limits Mr. McHale's ability to compete with Northeast Utilities within its defined 'service area' for a period of two years following the termination of his employment, regardless of the reason for termination.