MANAGER SOUTH HADLEY ELECTRIC LIGHT DEPARTMENT. EMPLOYMENT CONTRACT THIS AGREEMENT is entered into this_4# day of May 2005, between the TOWN OF SOUTH HADLEY MUNICIPAL LIGHT BOARD, hereinafter referred to as the “Board” and WAYNE D. DOERPHOLZ, hereinafier referred to as “Manager”. WHEREAS, Wayne D. Doerpholz is currently Manager of the SOUTH HADLEY ELECTRIC LIGHT DEPARTMENT hereinafter referred to as “SHELD” and desires to continue in such employment; and WHEREAS, the Board desires to continue employing Wayne D. Doerpholy, the parties agree as follows: 1 DUTIES The Board hereby employs Wayne D. Doerpholz, as the Manager of SHELD. As Manager, Wayne D. Doerpholz shall have full charge of the operation and management of SHELD subject to the direction and control of the Board, The duties of the Manager are summarized in the attached job description, Such job duties, discretion and capacity shall be determined and/or modified in accordance with Massachusetts General Laws, Chapter 164, Section 56. 2 NOTICE Any notice required to be given pursuant to the provisions of the Agreement shall be in writing and sent by Registered Mail to the parties at the following addresses: South Hadley Blectric Light Department Municipal Light Board 85 Main Street South Hadley, MA 01075-2797 Attn: Chairman Mr. Wayne D. Doerpholz 3 Fairlawn Street South Hadley, MA 01075-1901oe TERM OF EMPLOYMENT The Board agrees to employ Wayne D. Doerpholz as Manager for the period June 1, 2005 through May 31, 2009 unless this Agreement is terminated sooner as provided below. This Agreement may be terminated as follows: A. By the Manager: 1 ‘The Manager may terminate this Agreement prior to its expiration provided he gives six (6) months notice in writing to the Chairman of the Board along with a designated date of termination. The actual termination date cannot exceed six (6) months from the date the above notice is given. In such case, the Manager shall be compensated for all days worked to the date of termination and all accumulated benefits in accordance with Section 7B hereof. If the Board so requests, the Manager agrees to train and/or orient the Board’s designated successor. Nothing in this paragraph shall prevent the Manager from becoming an at-will employee upon terms and conditions agreed upon by both parties. B. By the Board: 1. Upon the expiration of the Agreement on May 31, 2009, the Board may decide by majority vote not to renew the Agreement. Such notice of non-renewal shall be in writing and sent Registered Mail, Return Receipt Requested, to the residence of the Manager at least ninety (90) calendar days prior to the expiration date of this ‘Agreement. In such case the Manager shall be compensated for all accumulated benefits in accordance with Section 7B hereof. The termination of this Agreement does not preclude the parties from mutually agreeing to continue the employment relationship on an at- will basis. In the event the Board fails to provide the required ninety (90) calendar day notice, this Agreement shall continue in effect for another twelve (12) month period.2. The Board may, for good cause, discharge the Manager and terminate this Agreement prior to the expiration date by a unanimous vote of the full Board provided the Manager has been informed of the nature of the charge(s) and has been given an opportunity for a hearing before the Board. The Manager will be given written notice of such hearing at least fourteen (14) calendar days in advance of the hearing and the notice shall provide a statement of the charge(s) in sufficient detail to place him on notice of the general basis for the proposed discharge. The Board by majority vote may place the Manager on paid administrative leave pending the hearing in the event the circumstances warrant such action. Upon termination, the Manager shall be compensated for all days worked to the date of termination and all accumulated benefits in accordance with Section 7B hereof. “Good cause” shall be deemed to include, but shall not be limited to: incompetence, gross negligence, unlawful activity, physical or emotional incapacity to the degree that the Manager is not capable of performing the essential functions of his position as outlined in the job description, insubordination or conduct unbecoming a professional. 4, COMPENSATION ‘The Manager shall meet with the Board in November of each year to discuss his salary. The Municipal Electrical Association of Massachusetts Salary Survey of General Managers will setve as guidance with regard to salaries of other individuals with comparable education, professional degrees, experionce, and years of service. Job performance will also be a criteria upon which salary will be based. Ata minimum the Manager’s annual salary increase will be equivalent to the percentage increase provided to other department employees. 5. PROFESSIONAL DEVELOPMENT AND LICENSES SHELD will provide an Education Reimbursement benetit for the Manager. SHELD will reimburse 90% of cost of tuition, books, and materials after successfilly completing courses at an accredited institute for job related courses, approved by the Board.SHELD will pay those fees for licenses held by the Manager and used by SHELD, even though the Manager’s primary job funetion does not include its use. ‘The provision includes all Ticenses held at the date of this Agreement and others determined as circumstances dictate. ‘The licenses currently held by the Manager are registered Professional Electrical Engineer No. 39713, Construction Supervisor No. 044831, and Journeyman Electrician No. 40003. 6. RESTRICTIVE COVENANT During the term of this Agreement, the Manager shall devote his best efforts and his entire time to advance the interest of SHELD and he shall not directly or indirectly, alone or as a member of a partnership or as an officer, director or shareholder of any other corporation, be engaged in or concerned with any other commercial duties or pursuits whatsoever that would be in conflict with the operation of SHELD. 1 BENEFITS A. Vacation, sick leave, medical coverage, jury duty, funeral leave, separation rights, and all other benefits shall be in accordance with those provided other SHELD employees. B. —_ Upon termination of this Agreement, the Manager will either be paid all accumulated sick and vacation benefits or the Manager, at his option, shall be permitted to remain on the payroll of SHELD until all accumulated sick and vacation leave is exhausted. Should the Manager dic during the term of this Agreement, his surviving spouse or estate, if no spouse survives, shall be paid all accumulated sick and vacation leave. 8. ‘WAIVER OF BREACH The waiver, by the Board or the Manager, of a breach of any provision of this Agreement, shall not operate or be construed as a waiver of any subsequent breach by the Board and the Manager. % ENTIRE AGREEMENT This Agrecment contains the entire agreement between the parties with respect to the subject matter hereof and there have been no oral or other prior agreements of any kind whatsoever as a condition, precedent or inducement to the signing of this Agreement or otherwise conceming this Agreement or the subject matter hereof. In the event of any conflict between the Town Personnel Policy or any by-law and this Agreement, this Agreement shall prevail.10. AMENDMENTS Except as provided herein, this Agreement may not be amended, nor shall there be any change, waiver, or modification except by a written document executed by the Manager and the Board. 11. SEVERABILITY Tfany term or provision of this Agreement shall be held or deemed to be invalid, inoperative or unenforceable to any extent by a court of competent jurisdiction, such circumstance shall inno way affect any other term or provision of this Agreement, the application of such term or provision in any other circumstances, or the validity or enforcement of this Agreement, 12, GOVERNING LAW This Agrcement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles. 13. INDEMNIFICATION The Board shall defend, save harmless and indemnify the Manager against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of his duties as Manager, even if said claim has been made following his termination of ‘employment, provided that the Manager acted within the scope of his dutics. The Board may compromise and settle any such claim or suit and pay the amount of any settlement or judgment rendered thereon without recourse to the Manager. ‘The Board shall reimburse the Manager for any attorney’s fees and costs incurred by the Manager in connection with such claims or suits involving the Manager in his professional capacity. This provision shall survive any termination of this Agreement. This provision shall be limited by General Laws, Chapter 258, Section 9.IN WITNESS WHEREOF, the Parties have executed this Agreement this_2Y day of May 2005, Con Doerpholz, ‘snl SOUTH HADLEY MUNICIPAL LIGHT BOARD L4 Pe 3 RitaM. ed (a: Light Board IOP POCURENISIDHASOHADLEY HDA