Filed by Bowne Pure Compliance





Exhibit 10.1




August 8, 2008




Roland E. Olivier

55 River Front Drive, Unit 109

Manchester, NH




Dear Roland:



On behalf of Pennichuck Corporation (“Pennichuck” or the “Company”), I’m pleased to offer you the
position of General Counsel & Corporate Secretary of Pennichuck and President of Southwood
Corporation. In this corporate officer-level position, you will report to me.



Roland, I truly look forward to having you join us. I’m confident that you have the background and
personal qualities needed to be successful at Pennichuck, and that you will make a significant
contribution to our business as a key member of our senior management team.



Enclosed with this letter are the following documents, each of which is an integral part hereof:




	•	 	Details of Offer of Employment

	 
	•	 	Overview Of Benefits (Non-Union)

	 
	•	 	Form I-9






As you know, this employment offer is subject to Pennichuck Board approval, which I obtained on
August 7. Furthermore, this offer is conditioned on the following:



(1) Your providing to Pennichuck, on your first day of employment (which we’ve agreed will be as
soon as possible and no later than on or about September 2, 2008), with proof of legal
employability. I refer you to the enclosed Form I-9 regarding what is required in that regard.



(2) Your satisfactory completion of a pre-employment Company-paid physical and drug test. Please
contact Karen Giotas, HR Administrator, at (603) 913-2341 to schedule the tests.



(3) The completion of pre-employment background checks satisfactory to the Company. Enclosed are
the related forms. Please complete the Candidate Background Information Release Form and the Fair
Credit Reporting Act Disclosure and Authorization form and return them to me at your earliest
convenience.



This letter will also confirm your representation that you have not previously entered into any
non-disclosure or non-competition agreements with other companies that contain provisions arguably
affecting the scope of your work efforts for Pennichuck or Southwood. Had you done so, this offer
would also be subject to our advance review of any such agreements.


 


 









 





As you will see in the attached Overview of Benefits, your employee benefits include medical and
dental coverage, a defined benefit pension plan, a 401(k) plan, and twelve (12) paid holidays (two
of which are floating holidays) throughout the year.



If you have any questions regarding the content of this letter, please do not hesitate to call me
or Karen Giotas. If these terms and conditions are acceptable to you, please confirm same by
signing one copy of this letter and returning it to me not later than August 15, 2008. As stated
above, I very much look forward to having you join us.



Very truly yours,




	 	 	 
	/s/ Duane C. Montopoli
 

Duane C. Montopoli

	 	 
	President and
	 	 
	Chief Executive Officer
	 	 






Enclosures




I hereby accept this offer of employment in its entirety as described above.



	 	 	 	 	 	 	 
	8/11/08
 

Date

	 	 	 	/s/ Roland E. Olivier
 

Signature
	 	 






 


 









 






August 8, 2008



Roland E. Olivier

DETAILS OF OFFER OF EMPLOYMENT




	 	 	 
	Position:

	 	General Counsel & Corporate Secretary of
Pennichuck Corporation (“Pennichuck” or the
“Company”) and President of The Southwood
Corporation. In this corporate officer-level
position, you will report to the Chief
Executive Officer of Pennichuck.

	 
	 	 
	Cash Compensation:

	 	$145,000 per annum base salary with an annual
review (for possible increase but not decrease)
on or about March 1 of each year. You will
also be eligible to participate in any annual
cash bonus plans established for the senior
management of Pennichuck (the “Plans”),
commencing for 2009 and for each year
thereafter (for 2008, due to your start date,
you will not be a participant in the 2008
Officer Bonus Plan; however, you will be
considered for a non-plan discretionary bonus
for that year). Please note that annual
bonuses may be discretionary in whole or in
part, may be determined based on various
factors including, without limitation,
corporate and/or individual performance, and
shall be subject to the terms and conditions of
any such Plans as established and in effect
each year.

	 
	 	 
	Equity:

	 	In connection with your employment by
Pennichuck, you will be granted non-qualified
stock options on 16,200 shares of Pennichuck
common stock at an exercise price equal to the
fair market value of said shares on the grant
date. These options will vest (i.e. become
exercisable) as follows:







	 	 	 	 	 
	One year from date of grant
	 	5,400 shares
	Two years from date of grant
	 	5,400 shares
	Three years from date of grant
	 	5,400 shares
	 
	 	 	 	 
	TOTAL
	 	16,200 shares  






	 	 	 
	 

	 	Notwithstanding the foregoing, in the event of a Change Of Control, the
vesting of the above-listed options (i.e. the as yet unvested options) shall
be accelerated to that date which is one day prior to the Change Of Control
date.

	 
	 	 
	 

	 	For purposes hereof, a “Change of Control” shall be deemed to have occurred
if any of the following have occurred:








	 	(i)	 	any individual, corporation (other than the
Company), partnership, trust, association, pool, syndicate, or any
other entity or any group of persons acting in concert becomes the
beneficial owner, as that concept is defined in Rule 13d-3 promulgated
by the Securities Exchange Commission under the Securities Exchange Act
of 1934,
as a result of any one or more securities transactions (including
gifts and stock repurchases but excluding transactions described in
subdivision (ii) following) of securities of the Company possessing
fifty-one percent (51%) or more of the voting power for the election
of directors of the Company;





 


 









 











	 	(ii)	 	there shall be consummated any consolidation,
merger or stock-for-stock exchange involving securities of the Company
in which the holders of voting securities of the Company immediately
prior to such consummation own, as a group, immediately after such
consummation, voting securities of the surviving or resulting
corporation or other entity having less than fifty percent (50%) of the
total voting power in an election of directors or officers of such
surviving or resulting corporation or other entity;

	 
	 	(iii)	 	“approved directors” shall constitute less
than a majority of the entire Board of Directors of the Company, with
“approved directors” defined to mean the members of the Board of
Directors of the Company as of the date hereof and any subsequently
elected members of the Board of Directors of the Company who shall be
nominated or approved by a majority of the approved directors on the
Board of Directors of the Company prior to such election; or

	 
	 	(iv)	 	there shall be consummated any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions, excluding any transaction described in subdivision (ii)
above), of all, or substantially all, of the assets of the Company or
its subsidiaries to a party which is not controlled by or under common
control with the Company.






	 	 	 
	Benefit Plans:

	 	You shall participate in all of Pennichuck’s benefit
plans and programs (e.g., health and dental
insurance, pension, 401(k), short term disability,
group term life insurance, etc.) to the extent
applicable to other non-union full-time employees of
Pennichuck and its controlled subsidiaries (see
attached Overview of (Non-Union) Employee Benefits).

	 
	 	 
	Additional
Insurance: 

	 	During the term of your employment by Pennichuck or
one of its controlled subsidiaries, the Company shall
reimburse you (up to a maximum of $2000 per annum)
for the actual annual premium cost of a level-premium
10-year Term Life Insurance policy on your life in
the face amount of $435,000 (i.e., your initial base
salary X 3).

	 
	 	 
	Auto Allowance:

	 	During the term of your employment by Pennichuck or
one of its controlled subsidiaries, you will receive
a $400. per month automobile allowance to cover the
cost of maintaining an automobile (which you
personally shall lease or buy, at your option).







 


 









 





	 	 	 
	Vacation:

	 	Four weeks per annum (pro-rated in your first and
last year of employment).
	 
	 	 
	Severance:

	 	In the unexpected circumstance that your employment
is terminated by Pennichuck without Cause, you will
qualify for 6-months salary continuation subject to
dollar-for-dollar reduction for cash amounts received
by you or accrued for your benefit from any successor
employer or other entity that pays you for services
rendered during that period, plus COBRA premium cost
reimbursement (subject to proof of payment) during
the same six-month period (such aggregate amounts,
the “Severance Amount”), Notwithstanding the
foregoing, if such termination of employment without
Cause (by Pennichuck or its successor) occurs within
6 months before or 24 months after a “Change Of
Control” (as defined above), said Severance Amount
shall become two years base salary (at the then
current rate) payable in a lump sum without right of
set-off, plus COBRA premium cost reimbursement for 18
months.

	 
	 	 
	 

	 	“Cause” shall mean, (a) gross or willful misconduct (including, without
limitation, fraud or theft) on your part in the performance of your duties,
or your being convicted of a felony, or (b) your becoming “permanently
disabled,” which shall mean that the occurrence of a mental or physical
condition has rendered you incapable of performing your duties for any
period of ninety consecutive days and such incapacity is confirmed as
continuing at the end of such period by expert medical opinion, or (c) your
death while an employee of the Company or one of its controlled
subsidiaries. “Cause” shall not include unsatisfactory performance of
duties except as expressly set forth herein.

	 
	 	 
	Tax
Withholdings:

	 	Federal, state and local withholding, social security and other
appropriate taxes shall be deducted from all compensation paid to you as and to the extent
required by law.