SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CENTRAL MAINE POWER COMPANY
(Exact name of registrant as specified in its charter)
Maine 01-0042740
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
83 Edison Drive, Augusta, Maine 04336 (Address of
principal executive offices)
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CENTRAL MAINE POWER COMPANY
LONG-TERM INCENTIVE PLAN
(Full title of the plan)
David E. Marsh
Anne M. Pare
Central Maine Power Company
83 Edison Drive
Augusta, Maine 04336
(Name and address of agent for service)
(207) 623-3521
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered(1) share (2) price (2) fee (2)
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Common Stock, $5.00 3,244,270 $17.53125 $56,876,108 $16,778.45
par value
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(1)In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
additional shares that may be offered or issued in connection with a stock
split, stock dividend or similar transaction.
(2)Estimated solely for the purpose of determining the registration fee pursuant
to Rule 457(h) on the basis of the average of the high ($17.625) and low
($17.4375) prices of Central Maine Power Company Common Stock, par value
$5.00, reported on the New York Stock Exchange on April 3, 1998, which date
is within five (5) business days of the filing hereof.
<PAGE>
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below are hereby incorporated
by reference in this Registration Statement by reference. All documents filed by
Central Maine Power Company (the "Company") pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") after the filing of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities registered
hereunder have been sold, or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such documents.
(a) The Annual Report on Form 10-K of the Company for the fiscal year
ended December 31, 1997, filed with the Commission on March 27, 1998;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1997; and
(c) The description of the Company's Common Stock, $5.00 par value,
contained in the Company's registration statement on Form S-3 filed with the
Securities and Exchange Commission on September 4, 1990 under the Securities Act
of 1933, as updated below in Item 4, Description of Common Stock, of this
Registration Statement.
ITEM 4. DESCRIPTION OF COMMON STOCK
The following statements constitute a brief outline of information
relating to the Common Stock of the Company and are qualified in their entirety
by the detailed provisions of the Articles of Incorporation and By-Laws of the
Company, as amended, and the Company's General and Refunding Mortgage Indenture
under which the Company's mortgage bonds are outstanding (the "Indenture"). The
Company's authorized Common Stock consists of 80,000,000 shares, of which
32,442,752 shares are outstanding.
Dividend Rights. After payment or provision for payment of dividends
on all outstanding shares of the Company's Preferred Stock and of all past due
mandatory sinking or purchase fund requirements on the Preferred Stock, and
subject to limitations in the Company's Articles of Incorporation and Indenture,
dividends may be paid on the Common Stock out of any funds legally available for
the purpose when declared by the Board of Directors. As of December 31, 1997,
retained earnings of $18.6 million were not restricted as to payment of
dividends on Common Stock under the most restrictive of these limitations. The
limitations also apply to any other distributions made by the Company with
respect to its Common Stock (other than dividends payable in Common Stock) or
any repurchases by the Company of shares of its Common Stock.
Voting Rights. The Common Stock and the Company's 6% Preferred Stock
are entitled to general voting rights. The Common Stock is entitled to one-tenth
vote per share and the 6% Preferred Stock to one vote per share. Cumulative
voting is generally applicable to elections of directors.
If dividends payable on the Company's outstanding Preferred Stock of
all classes and series are in arrears in an amount equal to four or more full
quarterly dividends then, until all dividends in default on said Preferred Stock
shall have been paid, the holders of the Preferred Stock, voting as a class,
have the right to elect the smallest number of directors necessary to constitute
a majority of the full Board of Directors, the minority directors being elected
by the holders of Common Stock and other stock entitled to the general right to
vote with the Common Stock, voting as a class.
Holders of the Preferred Stock are entitled to vote on certain matters
relating to changes in the capital structure of the Company, authorization of
stock ranking prior to or on parity with Preferred Stock, changes in the express
terms of any Preferred Stock in a manner prejudicial to its holders, and certain
other matters. In some cases the right to vote only applies under certain
circumstances. Except as otherwise provided by applicable law, the matters upon
which the holders of Preferred Stock are entitled to vote, their relative voting
powers and the vote required are set forth in the Company's Articles of
Incorporation and By-Laws.
Liquidation Rights. The holders of the Common Stock are entitled to
share ratably in all net assets of the Company remaining after payment of the
Company's debts and payments to the holders of the Preferred Stock of the full
preferential amounts to which they are entitled.
Preemptive Rights. Holders of the Common Stock and Preferred Stock
have no preemptive or preferential right to subscribe to or purchase any shares
of any class of the Company, or any security convertible into or exchangeable
for any such shares.
Conversion Rights. The Common Stock is not convertible into or exchangeable
for any shares of any other class or any other securities of the Company.
Provisions Relating to Change in Control. The Company's Articles of
Incorporation and By-Laws contain provisions that could have the effect of
delaying, deferring or preventing a change in control of the Company. These
provisions are summarized below.
Corporate Governance Provisions. These provisions establish (i) the
classification of directors into three classes, with their respective tenures of
office arranged so that the term of one class will expire in each year, the
total number of directors to be twelve initially and thereafter to be not fewer
than nine nor more than eighteen as determined by resolution of the Board; (ii)
that, subject to any controlling provision of Maine law, directors can be
removed only for cause and then only if by affirmative vote of 80 percent of the
combined voting power of the outstanding shares of capital stock of all classes
and series of the Company entitled to vote generally in the election of
directors of the Company (the "Voting Stock") and vacancies on the Board can be
filled only by a majority vote of directors then in office; (iii) that the Board
of Directors is permitted to consider certain factors, including the interests
of constituencies other than investors, in evaluating certain transactions
involving the Company; and (iv) that an affirmative vote of 80 percent of the
combined voting power of the Voting Stock, voting together as a single class, is
required to amend the Corporate Governance Provisions of the Articles of
Incorporation and the relevant provisions of the By-Laws. The Corporate
Governance Provisions also contain provisions concerning the power of
shareholders to fill vacancies in the Company's Board of Directors.
Fair Price Provisions. The Fair Price Provisions are designed to
ensure that under certain circumstances all shareholders receive a minimum price
in the event of a Business Combination initiated by a holder of at least 10% of
the Voting Stock of the Company (an "Interested Shareholder"). The Fair Price
Provisions require the approval of the holders of at least 80 percent of the
combined voting power of the then outstanding shares of Voting Stock, voting as
a single class (including at least two-thirds of the combined voting power of
the outstanding shares of Voting Stock not beneficially owned, directly or
indirectly, by any Interested Shareholder) (i) for Business Combinations
involving the Company and any Interested Shareholder, unless (x) the Business
Combination is approved by a majority of disinterested directors or (y) certain
minimum price and procedural criteria are met and (ii) to alter, amend or repeal
the Fair Price Provisions or to adopt any provision inconsistent therewith. The
term "Business Combination" is defined in the Articles of Incorporation to
consist of certain transactions with an Interested Shareholder, including
without limitation, mergers, consolidations, dispositions of assets aggregating
$5 million or more and the issuance of $5 million or more of securities.
Liability to Assessment. The presently outstanding shares of the Common
Stock are fully paid and non-assessable.
Listing. The outstanding Common Stock is listed on the New York Stock
Exchange.
Transfer Agent and Registrar. The transfer agent and the registrar for the
Common Stock is BankBoston, N.A. of Boston, Massachusetts.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection 1 of Section 719 of the Maine Business Corporation Act
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, trustee, partner, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust, pension or other employee
benefit plan or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding; provided that no
indemnification may be provided for any person with respect to any matter as to
which he shall have been finally adjudicated not to have acted honestly or in
the reasonable belief that his action was in or not opposed to the best
interests of the corporation or its shareholders or, in the case of a person
serving as a fiduciary of an employee benefit plan or trust, in or not opposed
to the best interests of that plan or trust, or its participants or
beneficiaries or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order or conviction adverse to such
person, or by settlement or plea of nolo contendere or its equivalent, shall not
of itself create a presumption that such person did not act honestly or in the
reasonable belief that his action was in or not opposed to the best interests of
the corporation or its shareholders, or in the case of a person serving as a
fiduciary of an employee benefit plan or trust, in or not opposed to the best
interests of that plan or trust, or its participants or beneficiaries and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
Section 719 further provides that to the extent that a director,
officer, employee or agent of a corporation has been unsuccessful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
subsection 1 of Section 719, or in defense of any claim, issue or matter
referred to therein, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection
therewith; that the indemnification provided for by Section 719 shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled under any by-law, agreement, vote of stockholders, or disinterested
directors or otherwise; and that a corporation shall have the power to purchase
and maintain insurance on behlaf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, trustee, partner, fiduciary,
employee or agent of another corporation, partnership, joint venture, trust,
pension or other employee benefit plan or other enterprise against any liability
asserted against him and inccurred by him in such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under Section 719.
The By-laws of the Registrant provide, in effect, that the Registrant
will provide the indemnity described in Section 719 of the Maine Business
Corporation Act, to the extent and under the circumstances described therein.
The By-laws also provide that the Registrant (i) shall have the power to
purchase insurance on behalf of any director, officer, employee or agent against
any liability and expenses incurred in connection with any proceedings to the
extent permitted by applicable law.
ITEM 8. EXHIBITS
The following exhibits are filed herewith:
Exhibit No.
(4) Central Maine Power Company Long-Term Incentive Plan,
as Amended and Restated April 1998
(23) Consent of Coopers & Lybrand L.L.P.
(24) Power of Attorney (included on page 7)
<PAGE>
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant, pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report, pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer of controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of his counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
POWER OF ATTORNEY
Each person whose signature appears below authorizes any agent for
service named in this Registration Statement to execute in the name of each such
person, and to file with the Commission, any and all amendments, including
post-effective amendments, to the Registration Statement, and appoints any such
agent for service as attorney-in-fact to sign on his behalf individually and in
each capacity stated below and file any such amendments to the Registration
Statement, and the Registrant hereby confers like authority to sign and file on
its behalf.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Augusta, Maine, on the 8th day of April, 1998.
CENTRAL MAINE POWER COMPANY
By: /s/ David T. Flanagan
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ David E. Marsh Chief Financial Officer April 8, 1998
/s/ Michael W. Caron Comptroller April 8, 1998
/s/ David M. Jagger Chairman of the Board of
Directors April 8, 1998
/s/ Charles H. Abbott Vice Chairman of the Board
of Directors April 8, 1998
/s/ Charleen M. Chase Director April 8, 1998
/s/ Duane D. Fitzgerald Director April 8, 1998
/s/ Robert H. Gardiner Director April 8, 1998
/s/ Peter J. Moynihan Director April 8, 1998
Director April , 1998
William J. Ryan
Director April , 1998
Kathryn M. Weare
Director April , 1998
Lyndel J. Wishcamper
<PAGE>
Exhibit 4
CENTRAL MAINE POWER COMPANY
LONG-TERM INCENTIVE PLAN
Amended and Restated
April 1998
CENTRAL MAINE POWER COMPANY
LONG-TERM INCENTIVE PLAN
Table of Contents
Section Page
1. Purpose ..................................................... 1
2. Definitions ................................................. 1
3. Grant of Awards .......................................... 4
a. Authority .............................................. 4
b. Eligibility .............................................. 4
c. Amount of Award .................................... 5
d. Limitations on Awards .............................. 6
4. Restriction Period ........................................ 6
a. Transfer Restrictions ................................ 6
b. Termination of Employment ....................... 7
c. Stock Certificates .................................... 7
5. Award Payouts ........................................... 8
6. Beneficiary ................................................ 9
a. Designation ........................................... 9
b. No Beneficiary ....................................... 9
c. Exercise of Stock Options .......................... 10
7. Stock Options ............................................. 10
a. Authority .............................................. 10
b. Stock Option Grants ................................ 10
c. Exercise of Stock Options .......................... 11
d. Expiration of Stock Options Program ............ 12
8. Administration of the Plan .................................. 12
a. Section 16 Compliance .................................. 12
b. Decisions and Interpretations ........................... 12
c. Procedure .................................................. 13
d. Advisors ................................................... 13
e. Indemnification ........................................... 13
9. Amendment or Discontinuance ............................. 14
10. Agent and Purchases of Stock .............................. 14
11. Miscellaneous .................................................. 15
a. No Claim or Right ........................................ 15
b. Leave ....................................................... 16
c. Incapacity .................................................. 16
d. No Assignment ........................................... 17
e. Plan Documents .......................................... 17
f. Applicability of Laws .................................... 17
g. Notices ..................................................... 17
h. Successors Bound ......................................... 17
i. Captions .................................................... 17
12. Effective Date ................................................. 18
<PAGE>
CENTRAL MAINE POWER COMPANY
LONG-TERM INCENTIVE PLAN
1. Purpose
The purpose of the Central Maine Power Company Long-Term Incentive Plan
is to motivate Key Employees of Central Maine Power Company to attain and
surpass long-range performance objectives intended to provide the shareholders
of the Company sound returns on their investment. Under the Plan, the motivation
of Key Employees to improve performance is enhanced by providing them with
incentive awards that are payable only to the extent that performance results in
shareholder benefits. The Plan further aligns the interests of Key Employees
with those of the Company's shareholders by providing for such incentive awards
to be paid in the form of the Common Stock of the Company. The Plan is also
designed to attract and retain persons of ability as Key Employees of the
Company by providing them with compensation opportunities that are competitive
with those offered by other utilities and general industry.
2. Definitions
When used herein, the following terms shall have the following meanings:
"Award" means a grant to any Key Employee, in accordance with the
provisions of the Plan, of Common Stock of the Company, including Restricted
Stock, or Performance Shares, or Stock Options to purchase said Common Stock, as
may be determined by the Compensation and Benefits Committee.
"Beneficiary" means the beneficiary or beneficiaries designated pursuant
to Section 6 to exercise any vested outstanding Stock Options or receive Common
Stock, if any, under the Plan upon the death of a Key Employee.
"Change of Control" means (i) approval of a plan of complete liquidation
or dissolution of the Company, (ii) the sale of substantially all of the assets
of the Company (other than the generating assets), (iii) a merger or
consolidation of the Company (other than a merger or consolidation in connection
with a recapitalization, a mere change of corporate form or structure, or a
merger in which the Company is the surviving entity), or (iv) the purchase or
acquisition of securities of the Company representing 30% or more of the
combined voting power of the Company, directly or indirectly, by any one person
or beneficial owner.
"Company" means Central Maine Power Company and its successors and assigns.
"Compensation and Benefits Committee" means the Central Maine Power Company
Compensation and Benefits Committee appointed by the Board of Directors of the
Company and responsible for the administration of the Plan.
"Key Employee" means an employee, including without limitation any
officer, of the Company whose contributions and responsibilities have a
significant impact on the future of the Company, in the judgment of the
Compensation and Benefits Committee.
"Market Value" means, as of any specified date, the reported closing
price based upon composite transactions on the New York Stock Exchange for one
share of the common stock of any specified electric utility, including without
limitation the Company, on such exchange, or, if no sales of that utility's
common stock have taken place on such exchange on that date, the reported
closing price on the most recent earlier trading day on which sales of such
common stock were reported.
"Performance Measure" means the criteria and objectives established by
the Compensation and Benefits Committee with respect to the Company's Total
Shareholder Return, market price, earnings, or any other performance standard
intended to carry out the purposes of the Plan which shall be satisfied as a
condition to the payout of shares of the Company's Common Stock pursuant to an
Award of Performance Shares or any other Award whose payment is conditioned on
the attainment of specified Performance Measures.
"Performance Period" means a period of three (3) years, as otherwise
determined by the Compensation and Benefits Committee, beginning on the first
day of the first year of such period or at such other time as may be determined
by the Compensation and Benefits Committee, over which performance is measured
by reference to the Performance Measure.
"Performance Share" means a right granted to a Key Employee under the
Plan, contingent upon the attainment of one or more specified Performance
Measures within a specified Performance Period, to receive one share of the
Company's Common Stock, which may be Restricted Stock.
"Plan" means the Central Maine Power Company Long-Term Incentive Plan, as
the same may be amended, administered or interpreted from time to time.
"Restricted Stock" means the stock described in Section 4.a of the Plan.
"Restriction Period" means the period described in Section 4.a of this
Plan.
"Stock Options" means the right to purchase Common Stock of the Company by
delivery, on or after the applicable initial date of exercise but before the
date of expiration, of cash or other consideration, including unrestricted
Common Stock of the Company, equal to the option exercise price as described in
Section 7 below. Such Stock Options shall have such terms and conditions as the
Compensation and Benefits Committee shall provide, consistent with the
provisions of the Plan.
"Total Disability" means the complete and permanent inability of a Key
Employee to perform all of his or her duties under the terms of his or her
employment with the Company, as determined by the Compensation and Benefits
Committee upon the basis of such evidence, which may include independent medical
reports and data, as the Compensation and Benefits Committee deems appropriate
or necessary.
"Total Shareholder Return" means the appreciation or depreciation in the
Market Value of the common stock of an electric utility, including without
limitation the Company, plus dividends thereon.
3. Grant of Awards
a. Authority. Subject to the provisions of the Plan, the Compensation and
Benefits Committee shall have the full power and authority to (i) determine and
designate from time to time the Key Employees or groups of Key Employees to whom
Awards may be granted; (ii) determine the amount, terms and conditions of each
Award, including without limitation the Performance Measure; (iii) determine the
form or forms of Awards that may be granted; and (iv) determine the timing of
any Award, including Performance Periods and whether and to what extent an Award
shall be deferred and the conditions of any such deferral.
b. Eligibility. The Compensation and Benefits Committee shall determine
and designate from time to time the Key Employees or groups of Key Employees
eligible to participate in the Plan, based upon the Key Employee's contribution
towards the achievement of the Company's long-range corporate objectives, the
recommendations of the President and Chief Executive Officer of the Company with
respect to Key Employees other than the President and Chief Executive Officer,
and such other factors as the Compensation and Benefits Committee, in its
discretion, deems relevant.
c. Amount of Award. Subject to the provisions of the Plan, Key Employees
participating in the Plan shall be granted Awards under the Plan. Awards of
Common Stock, Performance Shares, or Stock Options granted to any Key Employee
shall be determined by the Compensation and Benefits Committee, taking into
account the purposes of the Plan and such factors as the Compensation and
Benefits Committee, in its discretion, deems relevant. Such factors may include
the value of the Key Employee's position with the Company, market levels of
similar compensation, and the Market Value of the Company's Common Stock. The
Compensation and Benefits Committee may develop a formula based on these or
other factors deemed relevant by the Compensation and Benefits Committee.
Subject to any restrictions set forth in this Plan or established by the
Compensation and Benefits Committee pursuant to the Plan, each Key Employee who
receives an Award of Common Stock, including Restricted Stock, shall, upon the
issuance of a certificate for the shares of Common Stock awarded, have all of
the rights of a shareholder with respect to such shares, including the right to
vote the shares and receive dividends and other distributions for his or her
account. A Key Employee shall not have any such rights with respect to Awards of
Performance Shares or Awards of Stock Options prior to the exercise of the Stock
Options or delivery of the Common Stock represented thereby. Dividends on shares
of Restricted Stock shall be payable at the same rate as paid on the
unrestricted shares of the Common Stock of the Company and shall be reinvested
in additional shares of Restricted Stock during the Restriction Period until any
payout.
d. Limitations on Awards. Subject to the provisions of this Section 3.d,
in any calendar year, grants of Awards, including without limitation the number
of shares of Common Stock underlying a grant of Performance Shares and of Stock
Options, shall not exceed one percent (1%) of the number of outstanding shares
of the unrestricted Common Stock of the Company on the last day of the preceding
calendar year. In the event of any recapitalization, share repurchase,
reclassification, split-up or consolidation of shares of the Common Stock of the
Company, merger or consolidation of the Company into, or consolidation of the
Company with, or sale by the Company of all or substantially all of its assets
to, another company, or other restructuring or event which could distort the
implementation of the Plan or the value of the Awards or affect the realization
of the objectives of the Plan, the Compensation and Benefits Committee may make
such adjustments in any Awards, or in the case of Awards of Performance Shares
or Stock Options, in the shares of Common Stock underlying such Awards, or in
the terms, conditions or restrictions pertaining to the Awards, as the
Compensation and Benefits Committee deems equitable. 4. Restriction Period
a. Transfer Restrictions. The Compensation and Benefits Committee may
impose a Restriction Period of any Award of Common Stock, which shall mean a
period commencing on the date the Award is granted and ending as of a date or
event specified by the Compensation and Benefits Committee. No shares of Common
Stock that are subject to a Restriction Period ("Restricted Stock") shall be
sold, assigned, exchanged, pledged or otherwise transferred or disposed of
during the Restriction Period. The Compensation and Benefits Committee may
provide for the lapse of restrictions in whole or in part in the event of the
death, Total Disability or retirement of a Key Employee, a Change of Control,
merger, consolidation, or restructuring of the Company, or a sale of all or
substantially all of its assets.
b. Termination of Employment. If a Key Employee's employment with the
Company terminates due to the Key Employee's death, Total Disability,
retirement, voluntary resignation or for any other reason during a Performance
Period, the Key Employee shall not be entitled to the payout of an Award of
Performance Shares or of any other Award whose payout is conditined on the
attainment of a Performance Measure during that Performance Period, unless the
Compensation and Benefits Committee, in its sole discretion, otherwise
determines. In making any determination under this Section 4.b, the Compensation
and Benefits Committee may, in its discretion, permit an Award payout relating
to all or a portion of any relevant Performance Period and impose any terms and
conditions, consistent with the provisions of this Plan, as it deems
appropriate.
c. Stock Certificates. After compliance with any applicable requirements
of federal and state securities laws and regulations and the rules of any stock
exchange on which the Common Stock of the Company is then listed, a certificate
for the number of shares of Common Stock paid out pursuant to an Award to a Key
Employee shall be issued and shall be registered in the name of the Key Employee
and bear an appropriate legend reciting any restrictions applicable to such
shares or shall be registered in nominee name, as appropriate. All certificates
issued under the Plan shall be subject to appropriate stop-transfer orders,
including such stop-transfer orders and other restrictions as the Compensation
and Benefits Committee may deem advisable under any applicable federal or state
securities laws and rules, regulations or other requirements of the Securities
and Exchange Commission and any stock exchange on which the Common Stock of the
Company is then listed. All certificates representing Awards subject to a
Restriction Period shall be received and held by the Company or a bank or other
institution, as determined by the Compensation and Benefits Committee, during
the Restriction Period for the account of each individual Key Employee who was
granted an Award. 5. Award Payouts
Following the close of each Performance Period, the Compensation and
Benefits Committee shall evaluate performance results by reference to the
Performance Measure. Based on its evaluation and the consideration of any other
factors it may deem appropriate, the Compensation and Benefits Committee shall
determine whether and to what extent an Award payout shall be made, which payout
shall be in the form of the Common Stock of the Company unless the Compensation
and Benefits Committee otherwise determines. Each Award payout in the form of
Common Stock shall be reduced, prior to being made, by the number of shares of
the Common Stock of the Company whose Market Value is sufficient to satisfy all
applicable federal and state tax withholding requirements. 6. Beneficiary
a. Designation. Each Key Employee shall file with the Compensation and
Benefits Committee a written designation of one or more persons as the
Beneficiary who shall be entitled to receive the payout of an Award, if any,
under the Plan upon such Key Employee's death. A Key Employee may from time to
time revoke or change his or her Beneficiary designation, without the consent of
any prior Beneficiary (unless such consent is otherwise required by law) by
filing a new designation with the Compensation and Benefits Committee. The last
such designation received by the Compensation and Benefits Committee shall be
controlling; provided, however, that no designation, or change or revocation
thereof, shall be effective unless received by the Compensation and Benefits
Committee prior to the Key Employee's death, and in no event shall it be
effective as of a date prior to such receipt.
b. No Beneficiary. If no Beneficiary designation is in effect at the time
of a Key Employee's death, or if such designation conflicts with law, or if no
designated Beneficiary survives the Key Employee, the Key Employee's estate
shall be entitled to receive a payout of an Award, if any, under the Plan upon
the Key Employee's death. If the Compensation and Benefits Committee is in doubt
as to the right of any person to receive any Award payout, the Company may
retain such Award payout, without liability for any interest thereon, until the
Compensation and Benefits Committee determines the rights thereto, or the
Company may turn over such Award payout to any court of appropriate jurisdiction
and such turnover shall be a complete discharge of any liability of the Company
in connection with such Award payout.
c. Exercise of Stock Options. A Key Employee's Beneficiary (or the estate
of the Key Employee, if no Beneficiary designation is then effective) shall have
a period specified in then-applicable procedures established from time to time
by the Compensation and Benefits Committee after the date of the Key Employee's
death (but not beyond the expiration date of any Stock Options issued to the Key
Employee) to exercise the Stock Options, if any, which the Key Employee could
have exercised as of the Key Employee's date of death. A Key Employee's death
shall not accelerate the initial date of exercise of any Stock Options issued to
the Key Employee. 7. Stock Options
a. Authority. Subject to the provisions of the Plan, the Compensation and
Benefits Committee shall have the full power and authority annually to grant
Stock Options to Key Employees designated in accordance with Section 3 above
with terms consistent with this Section.
b. Stock Option Grants. With respect to each Award of Stock Options, the
Compensation and Benefits Committee shall determine (i) the number of shares of
Common Stock which each Key Employee shall be eligible to purchase, (ii) the
date or dates on or after which such Stock Options shall be exercisable (i.e.
when said Stock Options shall be deemed to be "vested"), (iii) any other
circumstances upon which said Stock Options shall be exercisable, (iv) subject
to the provisions of this Section 7.b, the consideration which shall be deemed
to be an adequate tender of the exercise price, and (v) such other rules,
regulations and procedures as the Compensation and Benefits Committee shall deem
to be necessary and appropriate for the efficient operation of this Stock
Options program. Notwithstanding the foregoing, no Stock Options issued
hereunder may be exercised after the seventh (7th) anniversary of the date of
issuance, and the number of shares of Common Stock for which Stock Options are
issued in any one calendar year, plus all other Awards issued during the
calendar year shall not exceed one percent (1%) of the number of the outstanding
shares of the unrestricted Common Stock of the Company on the last day of the
preceding calendar year, subject to the rules specified in Section 3.d above. In
addition, the applicable exercise price of each Stock Option granted hereunder
shall be not less than the Market Value per share of the Common Stock of the
Company as of the date of the grant of the Stock Option, adjusted as necessary
for any stock dividend, stock split and applicable recapitalization, if any.
Under no circumstances shall the Compensation and Benefits Committee be
authorized to grant Stock Options with an exercise price below the Market Value
per share of the Common Stock on the date of the grant, nor to "reprice" or
reduce the exercise price of any Stock Options previously granted, nor to grant
so-called "reload" Stock Options in connection with the exercise of Stock
Options previously granted.
c. Exercise of Stock Options. On or after the initial exercise date, but
prior to the expiration of any Stock Options issued hereunder, the Key Employee
shall notify the Company that the Key Employee desires to exercise any or all of
the Stock Options then exercisable. If Stock Options with more than one exercise
price are then exercisable, the Key Employee shall indicate which Stock Options
are being exercised. Upon tender of the exercise price, the Company, through an
agent, shall purchase shares on the open market to honor such exercise request.
d. Expiration of Stock Options Program. The authority of the Compensation
and Benefits Committee to grant Stock Options hereunder shall expire ten (10)
years from the date of the initial Award of Stock Options hereunder, and unless
such authority is renewed or extended, no Stock Options shall be issued under
this Plan thereafter. 8. Administration of the Plan
a. Section 16 Compliance. The Plan shall be administered by the
Compensation and Benefits Committee in conformance with the requirements of Rule
16 under the Securities Exchange Act of 1934 as said Rule may be interpreted or
amended from time to time, the intent of this Plan being that all transactions
hereunder shall comply with all applicable conditions of said Rule 16 or its
successor.
b. Decisions and Interpretations. All decisions, determinations or
actions of the Compensation and Benefits Committee made or taken pursuant to
grants of authority under this Plan shall be made or taken in the sole
discretion of the Compensation and Benefits Committee and shall be final,
conclusive and binding on all persons for all purposes. In addition, the
Compensation and Benefits Committee shall have full power, discretion and
authority to establish rules and guidelines, consistent with this Plan, for the
administration of the Plan and to interpret, construe and administer the Plan
and such rules and guidelines and any part thereof, and its interpretations and
constructions thereof shall be final, conclusive and binding on all persons for
all purposes. The decisions and determinations of the Compensation and Benefits
Committee under the Plan need not be uniform with respect to Key Employees,
whether or not such Key Employees are similarly situated.
c. Procedure. The Compensation and Benefits Committee shall keep minutes
of its actions under the Plan. The act of a majority of the members of the
Compensation and Benefits Committee present at a meeting duly called and held
shall be the act of the Compensation and Benefits Committee, provided that at
least a majority of the members of the entire Compensation and Benefits
Committee is in attendance at such meeting. Any decision or determination
reduced to writing and signed by all members of the Compensation and Benefits
Committee shall be fully as effective as if made by unanimous vote at a meeting
duly called and held.
d. Advisors. The Compensation and Benefits Committee may employ such
legal counsel, whether independent legal counsel or counsel regularly employed
by the Company, and consultants and agents as the Compensation and Benefits
Committee may deem appropriate for the administration of the Plan and shall be
fully protected in relying upon any opinion received from any such counsel or
consultant and any computations received from any such consultant or agent. All
expenses incurred by the Compensation and Benefits Committee in interpreting and
administering the Plan, including without limitation meeting fees and expenses
and professional fees, shall be paid by the Company.
e. Indemnification. No member or former member of the Compensation and
Benefits Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Award or Award payout under the Plan. Each
member or former member of the Compensation and Benefits Committee shall be
indemnified and held harmless by the Company against all cost and expense
(including counsel fees) and liability (including any sum paid in settlement of
a claim with the approval of the Board of Directors of the Company) arising out
of any action taken or omitted in connection with the Plan unless arising out of
such member's or former member's own willful misconduct. Such indemnification
shall be in addition to any rights of indemnification the members or former
members of the Compensation and Benefits Committee may have as directors or
under the bylaws of the Company. 9. Amendment or Discontinuance
The Board of Directors of the Company may, at any time, amend or
terminate the Plan. The Plan may also be amended by the Compensation and
Benefits Committee, provided that all such amendments shall also be reported to
and acted upon by the Board of Directors. No amendment shall, without approval
by the holders of a majority of the shares of the Common Stock and 6% Preferred
Stock of the Company present, or represented, and entitled to vote at a meeting
duly called and held, (i) materially modify the requirements as to eligibility
for participation in the Plan, (ii) materially increase the benefits provided
under the Plan, or (iii) materially increase the maximum number of shares of
Common Stock which are available under the Plan, including shares available upon
the exercise of Stock Options. No amendment or termination shall retroactively
impair any rights of any person with respect to an Award or Award payout, and
all amendments shall comply with the requirements of Rule 16 of the Securities
Exchange Act of 1934 as said Rule may be interpreted or amended from time to
time. 10. Agent and Purchases of Stock
Notwithstanding any other provision of this Plan, the Compensation and
Benefits Committee shall appoint an agent for Key Employees, and not for the
Company, for the purchase of Common Stock of the Company in connection with the
payout of Awards in shares of the Common Stock of the Company and the exercise
of Stock Options under the Plan. Such agent shall not be an affiliate of the
Company. The agent (and not the Company or any affiliate thereof) shall exercise
all direct and indirect control and influence over the times when, and the
prices at which, the agent may purchase or cause to be purchased Common Stock
for the benefit or account of Key Employees under the Plan, the amount of any
such Common Stock to be purchased, the manner in which any such Common Stock is
to be purchased, and the selection of a broker or dealer through which such
purchases may be executed; provided, however, that the Compensation and Benefits
Committee may provide the agent with any formula adopted by the Compensation and
Benefits Committee pursuant to Section 3.c of the Plan for determining the
number of shares of Common Stock to be purchased by the agent under the Plan and
may provide the agent with instructions which are not inconsistent with the
provisions of this Section 10. 11. Miscellaneous
a. No Claim or Right. Nothing in this Plan and no Award or Award payout
hereunder shall confer upon any Key Employee any right to continue in the employ
of the Company, or shall interfere in any way with the right (subject to any
separate contractual arrangement with such Key Employee) of the Company to
terminate his or her employment at any time. No Award or Award payout under the
Plan shall be deemed salary or compensation for the purpose of computing
benefits under any employee benefit plan, including any retirement or
supplemental or excess retirement benefit plan, or other arrangement of the
Company for the benefit of its employees unless the Compensation and Benefits
Committee shall determine otherwise. No Key Employee shall have any claim or
right to any Award or Award payout until a particular Award or Award payout, as
the case may be, is actually made under the Plan, and any such right shall be no
greater than the right of an unsecured general creditor of the Company and shall
be subject to any terms and conditions of such Award or Award payout set forth
in the Plan or established by the Compensation and Benefits Committee. Nothing
contained in this Plan, and no action taken pursuant to its provisions, shall
create or be construed to create a trust of any kind between the Company and any
Key Employee.
b. Leave. Absence on leave approved by the President and Chief Executive
Officer of the Company shall not be considered interruption or termination of
employment for any purposes of the Plan; provided, however, that the
Compensation and Benefits Committee shall determine, in its discretion, whether
an Award may be granted or Award payout may be made to a Key Employee if he or
she is absent on leave during the Performance Period.
c. Incapacity. If the Compensation and Benefits Committee shall find that
any person entitled to receive an Award payout under the Plan is unable to care
for his or her affairs because of illness or accident, or is a minor, then if
the Compensation and Benefits Committee so directs the Company, the Award may be
paid to his or her spouse, an institution maintaining or having custody of such
person, or any other person deemed by the Compensation and Benefits Committee to
be a proper recipient on behalf of the Key Employee unless a prior claim
therefor has been made by a duly appointed legal representative. Any such Award
payout shall be a complete discharge of any liability of the Company in
connection with such Award payout.
d. No Assignment. The interest of any Key Employee or other person in any
Award under the Plan may not be assigned, transferred, pledged or encumbered,
except as provided in Section 6 with respect to the designation of a Beneficiary
or as may otherwise be required by law, and any such assignment, transfer,
pledge or encumbrance shall be void.
e. Plan Documents. Copies of the Plan and all amendments, administrative
rules and guidelines, and interpretations shall be made available to all Key
Employees at all reasonable times at the Company's headquarters.
f. Applicability of Laws. The Plan and Awards hereunder shall be subject
to all applicable federal and state laws, rules and regulations and to such
approvals by any governmental or regulatory agency as may be required.
g. Notices. All requests, notices and other communications from a Key
Employee, Beneficiary or other person to the Compensation and Benefits
Committee, required or permitted under the Plan, shall be in such form as may be
prescribed from time to time by the Compensation and Benefits Committee and
shall be mailed by first class mail or delivered to the Company's headquarters
or such other location as may be specified by the Compensation and Benefits
Committee.
h. Successors Bound. The terms of the Plan shall be binding upon the
Company and its successors and assigns.
i. Captions. Captions preceding the Sections and subsections hereof are
inserted solely as a matter of convenience and in no way define or limit the
scope or intent of any provision hereof.
12. Effective Date
The effective date of this Plan as amended and restated shall be January
1, 1997.
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Central Maine Power Company on Form S-8 of our report dated January
30, 1998, on our audits of the consolidated financial statements and financial
statement schedules of Central Maine Power Company and subsidiary as of December
31, 1997 and 1996, and for each of the three years in the period ended December
31, 1997.
/s/ Coopers & Lybrand L.L.P.
Portland, Maine
April 8, 1998
