THIRD AMENDMENT TO RESTRICTED STOCK AGREEMENT
(UNDER THE CONNECICUT NATURAL GAS CORPORATION
EXECUTIVE RESTRICTED STOCK PLAN)
THIS THIRD AMENDMENT TO RESTRICTED STOCK AGREEMENT, dated as of the
_____ day of ________________________, 1995, is made and entered into by
and between Connecticut Natural Gas Corporation, a Connecticut corporation
whose principal executive offices are located in Hartford, Connecticut (the
"Corporation") and ______________________________ (the "Participant").
W I T N E S S E T H:
WHEREAS, the Corporation maintains a restricted stock plan known as
the Connecticut Natural Gas Corporation Executive Restricted Stock Plan
(the "Plan"); and
WHEREAS, the Participant is a key executive of the Corporation or a
Subsidiary and has been granted an Award of Restricted Shares under the
Plan; and
WHEREAS, the terms and conditions of such Award are set forth in a
Restricted Stock Agreement (the "Agreement") between the Corporation and
the Participant dated as of the first day of October, 1990; and
WHEREAS, the Corporation and the Participant entered into a first and
second amendment to the Agreement dated October 1, 1993 and July 1, 1994
respectively; and
WHEREAS, the Participant and the Corporation wish to further amend
the Agreement in certain respects; and
WHEREAS, any capitalized terms not otherwise defined in this
Agreement shall have the meanings that have been ascribed to them in the
Plan and the original award agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto hereby agree
as follows:
1. VESTING PROVISIONS. The second sentence of Section 5(c),
shall be deleted in its entirety and the following inserted in its place:
"For purposes of this Agreement, a "Change of Control" shall
mean: (i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either 1) the then outstanding shares of common stock
of the Corporation (the "Outstanding Common Stock") or 2) the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election
of directors (the "Outstanding Voting Securities"); provided,
however, that for purposes of this subsection (i), the
following acquisitions shall not constitute a Change of
Control: 1) any acquisition directly from the Corporation, 2)
any acquisition by the Corporation, 3) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any corporation controlled by
the Corporation or 4) any acquisition by any corporation
pursuant to a transaction which complies with clauses 1), 2)
and 3) of subsection (iii) of this Section 5(c); or (ii)
individuals who, as of the date hereof, constitute the board of
directors of the Corporation (the "Incumbent Board") cease for
any reason to constitute at least a majority of the board of
directors of the Corporation (the "Board"); provided, however,
that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the
Corporation's shareholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or (iii) consummation of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Corporation (a "Business Combination"), in each case, unless,
following such Business Combination, 1) all or substantially
all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Common Stock and
Outstanding Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of
the Outstanding Common Stock and Outstanding Voting Securities,
as the case may be, 2) no Person (excluding any corporation
resulting from such Business Combination or any employee
benefit plan (or related trust) of the Corporation or such
corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities
of such corporation except to the extent that such ownership
existed prior to the Business Combination and 3) at least a
majority of the members of the board of directors of the
corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing
for such Business Combination; or (iv) approval by the
shareholders of the Corporation of a complete liquidation or
dissolution of the Corporation."
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2. EFFECTIVE DATE. This Amendment shall be effective as of the
date hereof and shall apply to all Restricted Stock Awards to the
Participant governed by the Restricted Stock Agreement that are not vested
as of the date hereof.
3. ONGOING FORCE AND EFFECT. Except as expressly provided for
herein, all of the terms and conditions of the 1990 Agreement and all
amendments thereto, shall remain unmodified and in full force and effect in
accordance with their terms.
IN WITNESS WHEREOF, Connecticut Natural Gas Corporation has caused
this Third Amendment to be executed in its corporate name, and the
Participant has hereunto set his hand and seal effective as of the day and
year first above written.
CONNECTICUT NATURAL GAS CORPORATION,
A Connecticut Corporation
By ________________________________
PARTICIPANT
___________________________________
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