EXHIBIT 10.28
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made as of the 23rd day of February, 1998, between THE
UNITED ILLUMINATING COMPANY, a Connecticut corporation (the Company) and
NATHANIEL D. WOODSON, an individual (the Executive),
WITNESSETH THAT
WHEREAS, the Company desires to employ the Executive as its President,
effective February 23, 1998, and the Executive desires to be employed by the
Company as its President, effective February 23, 1998; and
WHEREAS, the Company and the Executive desire to enter into a written
agreement conferring upon the Executive certain rights and benefits and imposing
upon the Executive certain duties and obligations,
NOW THEREFORE, in consideration of the foregoing and the respective
covenants and agreements of the parties herein contained and the services to be
rendered to the Company pursuant hereto, and in order to provide an incentive to
the Executive to remain in the employ of the Company hereafter and, in
particular, in the event of any Change in Control (as herein defined) of the
Company, thereby establishing and preserving continuity of management, the
Parties hereby agree as follows:
(1) EMPLOYMENT
(a) The Company hereby agrees to employ the Executive, and the
Executive hereby agrees to serve the Company all upon the terms and conditions
set forth herein.
(b) Unless and until terminated pursuant to Section (5)(a), Section
(5)(b)(i) or Section (5)(c)(i) hereof, the employment of the Executive by the
Company shall be for a term expiring on the date specified in a Notice of
Termination pursuant to Section (5)(d) hereof.
(2) POSITION AND DUTIES
The Executive shall be employed by the Company as President, effective
February 23, 1998, and as President and Chief Executive Officer, effective May
20, 1998, and thereafter
in the same or in such other equivalent executive position as the Company's
Board of Directors may determine, without diminishment in his officership
status, privileges or working conditions. The Executive shall accept such
employment and shall perform and discharge, faithfully, diligently and to the
best of his abilities, the duties and obligations of his office and such other
duties as may from time to time be assigned to him by the Board of Directors of
the Company, and shall devote substantially all his working time and efforts to
the business and affairs of the Company; provided, however, that, to an extent
consistent with the needs of the Company, the Executive shall be entitled to
expend a reasonable amount of time on civic and philanthropic activities and the
management of his own and his family's business investments and activities.
Although a Change in Control of the Company shall not affect the obligations of
the Company and the Executive as set forth in the two preceding sentences, at
and after the date of any Change in Control the Company's employment of the
Executive shall also be without diminishment in his management responsibilities,
duties or powers.
(3) PLACE OF PERFORMANCE
In his employment by the Company, the Executive shall be based at the
executive offices of the Company situated within the Company's statutory service
area.
(4) COMPENSATION
(a) Base Salary. During the term of his employment hereunder, the
Executive shall receive a base salary (Base Salary) at an annual rate of Four
Hundred Thousand Dollars ($400,000). The Executive's Base Salary rate shall be
reviewed by the Board of Directors of the Company contemporaneously with each
review of the salary rates of the Company's other officers by said Board of
Directors, and may be revised upwards as a result of any such review. The
Executive's Base Salary may be revised downwards by said Board of Directors
contemporaneously with any general reduction of the salary rates of the
Company's other officers.
(b) Phantom Stock Options. The Executive will be awarded 80,000 phantom
stock options on shares of the Company's Common Stock, under which the option
price is the average of the high and low per share sale prices of said Common
Stock on the New York Stock Exchange on February 20, 1998, vesting at the rate
of 16,000 options on each of the first five anniversaries
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of February 23, 1998 occurring during the term of this Agreement, and
exercisable by the Executive and/or his personal representative only during a
period ending on the earlier of (A) the first anniversary of the Date of
Termination of this Agreement, or (B) February 23, 2008.
(c) Long-Term Incentive Program. The Executive will be designated as a
participant in the Company's 1996 Long-Term Incentive Program for the three-year
Performance Period commencing on January 1, 1998 and awarded 5,000 Contingent
Performance Shares for said Performance Period; and the Executive will be
designated as a participant in said Program for each succeeding three-year
Performance Period that commences during the term of this Agreement.
(d) Incentive Compensation. During the term of his employment
hereunder, the Executive shall be entitled to participate in each other
incentive compensation program established for officers of the Company,
including, in the case of the Company's 1998 Executive Incentive Compensation
Program, incentive award amounts for achieving pre-established performance
levels ranging from 35% of the Executive's Base Salary at the target performance
level to 52.5% of the Executive's Base Salary at the maximum performance level.
(e) Business Expenses. During the term of his employment hereunder, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by him (in accordance with the policies and procedures
established by the Board of Directors of the Company from time to time for the
Company's senior executive officers) in performing services hereunder, provided
that the Executive properly accounts therefor.
(f) Fringe Benefits. During the term of his employment hereunder, the
Executive shall be entitled to participate in and receive full benefits under
all of the Company's employee benefit plans, programs and arrangements for its
officers, including, without limitation, its Pension Plan. Nothing paid to the
Executive under any such plan, program or arrangement presently in effect or
made available by the Company in the future shall be deemed to be in lieu of
compensation to the Executive under any other Section of this Agreement.
(g) Vacations. During the term of his employment hereunder, the
Executive shall be entitled to the number of paid vacation days in each calendar
year determined by the Board of
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Directors of the Company from time to time for the Company's senior executive
officers, and shall also be entitled to all paid holidays given by the Company
to its employees.
(h) Supplemental Retirement. Upon termination of the Executive's
employment, a supplemental retirement benefit shall be payable to him or his
beneficiary in accordance with the provisions of this Section (4)(h). The annual
supplemental retirement benefit, expressed in the form of a single life annuity
beginning at the Executive's Normal Retirement Date (as defined in the Company's
Pension Plan), shall be the excess, if any, of (A) less (B), where (A) is 2.0%
(.02) of the Executive's highest three-year average Total Compensation times the
number of years at termination (not to exceed thirty) of the Executive's service
deemed as an employee of the Company, and (B) is the benefit payable under the
Company's Pension Plan. For purposes of this Agreement, Total Compensation is
defined as the sum of the Executive's Base Salary and any amount paid or payable
to the Executive pursuant to the Company's annual Executive Incentive
Compensation Program. For purposes of this Agreement, the Executive's service
deemed as an employee of the Company will be calculated by adding to the period
of his actual service as an employee of the Company, on each of the first five
anniversaries of February 23, 1998 occurring during the term of this Agreement,
two additional years of service. Payment of the supplemental retirement benefit
shall begin at the same time as the Executive's Pension Plan benefit payments
and shall be subject to the same reductions for early commencement, except that
the reductions shall be based on the Executive's service deemed as an employee
of the Company. The supplemental retirement benefit may be paid in any form
available under the Pension Plan, as elected by the Executive prior to benefit
payment commencement. The conversion factors between forms of benefits used for
purposes of the Pension Plan shall be used for purposes of the supplemental
retirement benefit. The form of payment of the supplemental retirement benefit
may be the same or different from the form of payment of the Executive's
benefits under the Pension Plan. If the form of payment provides for a death
benefit, such benefit shall be payable to the Executive's estate, unless another
beneficiary has been designated by the Executive. If the Executive dies prior to
the commencement of benefit payments, the death benefit provisions of the
Pension Plan shall apply, mutatis mutandis, to the supplemental retirement
benefit payable pursuant to this Section (4)(h).
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(5) TERMINATION
(a) The Executive's employment hereunder shall terminate upon his
death.
(b) Termination by the Company.
(i) The Company may terminate the Executive's employment
hereunder for Cause. Prior to the date of a Change in Control, the Company shall
be deemed to have Cause to terminate the Executive's employment hereunder only
upon the Executive's (A) continued failure to perform and discharge the duties
or obligations of his office, or such other duties as may from time to time be
assigned to him by the Chief Executive Officer or by the Board of Directors,
faithfully, diligently, to the best of his abilities, and in accordance with
standards accepted in the electric utility industry, after written notice by the
Board of Directors of the Company specifying the alleged failure in reasonably
detailed terms and including in said notice the opinion of a majority of the
entire membership of said Board of Directors that there has been such failure,
or (B) willful misconduct that is materially and demonstrably injurious to the
Company, or (C) conviction of a felony involving the personal dishonesty or
moral turpitude of the Executive (unless such conviction is reversed in any
final appeal therefrom), or (D) total and permanent physical or mental
disability, or (E) absence from work on a full-time basis, due to physical or
mental illness, for an uninterrupted 365-day period. On and after the date of a
Change in Control, the Company shall be deemed to have Cause to terminate the
Executive's employment hereunder only upon the Executive's (F) conviction of a
felony involving the personal dishonesty or moral turpitude of the Executive
(unless such conviction is reversed in any final appeal therefrom), or (G) total
and permanent physical or mental disability, or (H) absence from work on a
full-time basis, due to physical or mental illness, for an uninterrupted 365-day
period. Notwithstanding the foregoing, the Executive shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
the Executive (I) a copy of a resolution, duly adopted by the affirmative vote
of not less than a majority of the entire membership of the Board of Directors
of the Company, at a meeting of said Board of Directors called and held for the
purpose (after reasonable notice to the Executive and an opportunity for him,
together with his counsel, to be heard before said Board of Directors), finding
that, in the good faith opinion of such majority of said
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Board of Directors, the Executive was guilty of conduct described in an
applicable clause of this Section (5)(b)(i), and specifying the particulars
thereof, or that the events described in an applicable clause of this Section
(5)(b)(i) have occurred, and (II) an affidavit of the Secretary or an Assistant
Secretary of the Company stating that such resolution was in fact adopted by the
affirmative vote of not less than a majority of the entire membership of the
Board of Directors of the Company; and (III) delivery of a Notice of Termination
pursuant to Section (5)(d) hereof.
(ii) Without Cause. The Company may terminate the Executive's
employment without Cause, effective upon at least three (3) years' prior Notice
of Termination delivered to the Executive pursuant to Section (5)(d) hereof; and
during such three-year period all of the terms and provisions of this Agreement,
other than this Section (5)(b)(ii), shall continue in full force and effect.
(c) Termination by the Executive.
(i) Upon Breach by the Company. The Executive may terminate his
employment hereunder, upon thirty (30) days' prior Notice of Termination
delivered to the Company pursuant to Section (5)(d) hereof, for failure of the
Company to observe and perform one or more of its obligations under Sections
(1), (2), (3) and/or (4) hereof (a Breach by the Company) at a time when the
Executive is not in default of any of his obligations under Sections (1) and/or
(2) hereof.
(ii) Absent Breach by the Company. The Executive may terminate
his employment hereunder in the absence of a Breach by the Company, effective
upon at least six (6) months' prior Notice of Termination delivered to the
Company pursuant to Section (5)(d) hereof; and during such six-month period all
of the terms and provisions of this Agreement, other than this Section
(5)(c)(ii), shall continue in full force and effect.
(d) Notice of Termination. Any termination of employment, by the
Company or by the Executive, shall be communicated by delivery of a written
Notice of Termination to the other party.
(e) Date of Termination. For purposes of this Agreement, the Date of
Termination is defined as the earlier of (i) if the Executive's employment is
terminated pursuant to Section (5)(b)(ii) hereof, the date specified in the
Notice of
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Termination, or (ii) if the Executive's employment is terminated (A) by his
death, the date of his death, (B) pursuant to Section (5)(b)(i) or Section
(5)(c) hereof, the date specified in the Notice of Termination, or (C) in any
other event, the date on which a Notice of Termination is delivered.
(6) CONSEQUENCES OF TERMINATION
(a) If the Executive's employment terminates pursuant to Section
(5)(a) hereof, the Company shall pay to the personal representative and/or
spouse of the Executive his Total Compensation earned prior to the Date of
Termination, any amounts payable pursuant to Sections (4)(e), (4)(f), (4)(g) and
(4)(h) hereof and any benefits or amounts payable on account of the Executive's
exercise of his phantom stock options and/or under the Company's 1996 Long-Term
Incentive Program and/or any deferred compensation plan in which the Executive
had been a participant, and the Company shall have no further obligation under
this Agreement.
(b) If the Executive's employment terminates pursuant to Section
(5)(b)(ii) or Section (5)(c)(ii) hereof, the Company shall pay to the Executive
and/or his personal representative and/or spouse his Total Compensation earned
prior to the Date of Termination, any amounts payable pursuant to Sections
(4)(e), (4)(f), (4)(g) and (4)(h) hereof and any benefits or amounts payable on
account of the Executive's exercise of his phantom stock options and under the
Company's 1996 Long-Term Incentive Program and any deferred compensation plan in
which the Executive had been a participant, and the Company shall have no
further obligation to the Executive and/or his personal representative and/or
spouse under this Agreement or on account of, or arising out of, the termination
of the Executive's employment. The Executive may elect to receive an immediate
lump sum payment, in lieu of any amounts payable pursuant to Section (4)(h)
hereof on account of the Executive's termination of employment pursuant to
Section (5)(b)(ii) or Section (5)(c)(ii) hereof, in an amount equal to the
actuarial present value of a supplemental retirement benefit, expressed in the
form of a single life annuity beginning at Executive's termination of employment
equal to the excess if any of (A) less (B) where (A) is 2.0% (.02) of the
Executive's highest three-year average Total Compensation times the number of
years at termination (not to exceed thirty) of the Executive's service deemed as
an employee of the Company, and
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(B) is the benefit payable under the Company's Pension Plan at the Executive's
termination of employment. For purposes of this Agreement, Total Compensation is
defined as the sum of the Executive's Base Salary and any amount paid or payable
to the Executive pursuant to the Company's annual Executive Incentive
Compensation Program. For purposes of this Agreement, the Executive's service
deemed as an employee of the Company will be calculated by adding to the period
of his actual service as an employee of the Company, on each of the first five
anniversaries of February 23, 1998 occurring during the term of this Agreement,
two additional years of service. The actuarial present value of such
supplemental retirement benefit shall be calculated on the basis of the annual
yield on thirty-year United States Treasury bonds on the final business day of
the month preceding the termination of his employment and the 1983 Group Annuity
table.
(c) If the Executive's employment is terminated pursuant to Section
(5)(b)(i) hereof, or if the Executive terminates his employment in the absence
of a Breach by the Company and not in accordance with Section (5)(c)(ii) hereof,
the Company shall pay to the Executive his full Base Salary earned prior to the
Date of Termination, any amounts payable pursuant to Sections (4)(e), (4)(f),
(4)(g) and 4(h) hereof and any benefits or amounts payable under any deferred
compensation plan in which the Executive had been a participant, and, provided
that the Company is not in default of any of its obligations hereunder, the
Company shall have no further obligation to the Executive under this Agreement
or on account of, or arising out of, the termination of the Executive's
employment.
(d) If the Executive's employment is terminated pursuant to Section
(5)(c)(i) hereof, or if the Company terminates the Executive's employment
without Cause and not in accordance with Section (5)(b)(ii) hereof:
(i) The Company shall pay to the Executive his Total Compensation
earned prior to the Date of Termination, any amounts payable pursuant to
Sections (4)(e), (4)(f), (4)(g), and 4(h) hereof and any benefits or amounts
payable on account of the Executive's exercise of his phantom stock options and
under the Company 1996 Long-Term Incentive Program and any deferred compensation
plan in which the Executive had been a participant; and if the Notice of
Termination is delivered on or after the
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date of, and in connection with, a Change in Control, the Company shall afford
the Executive the severance benefits set forth on Schedule C attached hereto.
(ii) In lieu of any amounts payable pursuant to Section (4)(h)
hereof on account of the Executive's termination of employment, the Executive
may elect to receive an immediate lump sum amount equal to the actuarial present
value of a supplemental retirement benefit, expressed in the form of a single
life annuity beginning at Executive's termination of employment, equal to the
excess if any of (A) less (B), where (A) is 2.0% (.02) of the Executive's
highest three-year average Total Compensation times the number of years at
termination (not to exceed thirty) of the Executive's service deemed as an
employee of the Company, and (B) is the benefit payable under the Company's
Pension Plan at the Executive's termination of employment. For purposes of this
Agreement, Total Compensation is defined as the sum of the Executive's Base
Salary and any amount paid or payable to the Executive pursuant to the Company's
annual Executive Incentive Compensation Program. For purposes of this Agreement,
the Executive's service deemed as an employee of the Company will be calculated
by adding to the period of his actual service as an employee of the Company, on
each of the first five anniversaries of February 23, 1998 occurring during the
term of this Agreement, two additional years of service. The actuarial present
value of such supplemental retirement benefit shall be calculated on the basis
of the annual yield on thirty-year United States Treasury bonds on the final
business day of the month preceding the termination of his employment and the
1983 Group Annuity table.
(iii) The Company shall maintain in full force and effect, for
the continued benefit of the Executive for the period ending on the first
anniversary of the Date of Termination, all employee benefit plans and programs
in which the Executive was entitled to participate immediately prior to the Date
of Termination, provided that the Executive's continued participation is
possible under the general terms and provisions of such plans and programs. If
the Executive's participation in any such plan or program is barred as a result
of such termination, the Company shall arrange to provide the Executive with
benefits substantially similar on an after-tax basis to those which the
Executive was entitled to receive under such plan or program.
(iv) The Company shall pay to the Executive and/or his personal
representative his full Base Salary, during
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the period commencing on the date following the Date of Termination and ending
on the first anniversary of the Date of Termination, at the rate in effect at
the time the Notice of Termination is delivered; provided, however, that if the
Notice of Termination is delivered after February 23, 1999 and on or before
February 23, 2000, the aforesaid payment period shall end on the second
anniversary of the Date of Termination; and provided, further, that if the
Notice of Termination is delivered after February 23, 2000, the aforesaid
payment period shall end on the third anniversary of the Date of Termination;
and provided, further, that if the Notice of Termination is delivered after the
date of, and in connection with, a Change in Control the Company shall pay to
the Executive, in lieu of the payments prescribed by the foregoing clauses, an
immediate lump sum amount equal to the aggregate sum of all of the payments
prescribed by the next preceding clause.
(v) The Executive shall not be required to mitigate the amount of
any payment provided for in this Section (6)(d) by seeking employment or
otherwise. The benefits payable under this Section (6)(d) shall not be reduced
by reason of the Executive's securing other employment or for any other reason,
unless the Notice of Termination is delivered on or after, and in connection
with, a Change in Control, in which event the provisions of the following three
sentences shall apply. If, prior to the third anniversary of the Date of
Termination, the Executive obtains employment as the Chairman and Chief
Executive Officer (or an equivalent executive position) of another business
organization, the Executive shall refund to the Company a portion of the lump
sum payment provided for in Section (6)(d)(iv) equal to the amounts earned by
the Executive from his subsequent employer prior to said anniversary date, but
in no event more than the amount of said lump sum payment prorated over the
number of months in the period commencing on the date following his Date of
Termination and ending on the third anniversary of the Date of Termination,
multiplied by the number of months remaining between the Executive's
date-of-hire in his new employment and the third anniversary of his Date of
Termination. The Executive shall refund to the Company any amount required by
the preceding sentence within one hundred and eighty (180) days after the
date-of-hire in his new employment. The employee benefit plans and programs to
be provided by the Company pursuant to Section (6)(d)(iii) shall be reduced as
and to the extent that such benefits are provided to the Executive by a
subsequent employer during the period covered by said Section (6)(d)(iii).
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(vi) The payment to, and acceptance by, the Executive of any sum
of money or benefit prescribed in this Section (6)(d) shall effect and evidence
a release by the Executive of any and all claims against the Company on account
of, or arising out of, the termination of the Executive's employment, except as
prescribed in this Section (6)(d).
(7) CHANGE IN CONTROL
For purposes of this Agreement, Change in Control shall mean any of the
following events:
(a) any merger or consolidation of the Company with any corporate
shareholder or group of corporate shareholders holding twenty-five percent (.25)
or more of the Common Stock of the Company or with any other corporation or
group of corporations which is, or after such merger or consolidation would be,
or be affiliated with, a shareholder owning at least twenty-five percent (.25)
of the Common Stock of the Company; or
(b) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition to or with any shareholder or group of shareholders holding
twenty-five percent (.25) or more of the Common Stock of the Company, or any
affiliate of such shareholder or group of shareholders, of any assets of the
Company having an aggregate fair market value of $50 million or more; or
(c) the issuance or sale by the Company of any securities of the
Company to any shareholder or group of shareholders holding twenty-five percent
(.25) or more of the Common Stock of the Company, or to any affiliate of such
shareholder or group of shareholders, in exchange for cash, securities or other
consideration having an aggregate fair market value of $50 million or more; or
(d) the implementation of any plan or proposal for the liquidation or
dissolution of the Company proposed by or on behalf of any shareholder or group
of shareholders owning at least twenty-five percent (.25) of the Common Stock of
the Company, or any affiliate of such shareholder or group of shareholders; or
(e) any reclassification of securities (including a reverse stock
split), or recapitalization of the Company or any other transaction which has
the effect, directly or indirectly, of increasing the proportionate share of
outstanding shares of
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any class of equity securities, or securities convertible into any equity
securities, of the Company, which is directly or indirectly owned by a
shareholder or group of shareholders owning at least twenty-five percent (.25)
of the Common Stock of the Company, or any affiliate of such shareholder or
group of shareholders.
The Board of Directors of the Company may, from time to time, by the
affirmative vote of not less than a majority of the entire membership of said
Board of Directors, at a meeting of said Board of Directors called and held for
the purpose, modify the phrase "twenty-five percent (.25)" in one or more of the
foregoing Sections (7)(a), (7)(b), (7)(c), (7)(d) and/or (7)(e) to a lesser
percentage, but not less than twenty percent (.20).
(8) ADDITIONAL CONSEQUENCES OF A CHANGE IN CONTROL
(a) In the event that a Change in Control has been approved by all
necessary shareholder, creditor and regulatory actions: (i) all of the
Executive's unvested phantom stock options will become vested and exercisable on
the day prior to the date of the Change in Control; provided, however, that if
the date of the Change in Control is on or prior to February 22, 1999, only
20,000 of such unvested phantom stock options, plus such number of the remaining
60,000 unvested phantom stock options as the Company's Board of directors may
determine in its sole discretion, will become so vested and exercisable on the
day prior to the date of the Change in Control; and (ii) the earning of
Performance Shares by the Executive under the Company's 1996 Long-Term Incentive
Program will be accelerated to the day prior to the date of the Change in
Control, and the Executive will be deemed to have earned all of the Contingent
Performance Shares outstanding with respect to him, payable to him on said day
prior to the date of the Change in Control, at his option, either (A) in
authorized but unissued shares of the Company's Common Stock, or (B) in cash,
based upon the market value of the Company's Common Stock at the end of the
business day next preceding said day prior to the date of the Change in Control.
(b) In the event that a Change in Control has been approved by all
necessary shareholder, creditor and regulatory actions, the Company will, not
later than the day prior to the date of the Change in Control, pay to the
Trustee of The United Illuminating Company Supplemental Retirement Benefit Trust
established pursuant to the Agreement, made as of the 1st day of June, 1995
between the Company and State Street Bank and Trust
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Company, as Trustee, cash in an amount equal to: (A) In the event that the
Executive's employment has been terminated or will be terminated prior to the
date of the Change in Control, a sum, calculated by the Company's independent
certified public accountants, reasonably sufficient to pay and discharge the
Company's future obligations, if any, to the Executive and/or his personal
representative and/or spouse, under Section (6)(a), Section (6)(b) or Section
(6)(d) hereof; or (B) in the event that the Executive's employment has not been
terminated and will not be terminated prior to the date of the Change in
Control, a sum, calculated by the Company's independent certified public
accountants, reasonably sufficient to pay and discharge the Company's
obligations to the Executive under Section (6)(d) hereof assuming, for purposes
of such calculation, that the Executive's employment is terminated under said
Section (6)(d) by a Notice of Termination delivered on the date of the Change in
Control and specifying an immediate Date of Termination.
(c) On and after the date of the Change in Control, the Executive's
Base Salary may not be reduced by the Board of Directors to an annual rate less
than the rate fixed by the Board of Directors of the Company as a result of its
most recent review of salary rates, pursuant to Section (4)(a) hereof, prior to
the date of the Change in Control.
(9) SUCCESSORS; BINDING AGREEMENT
(a) The Company shall pay to the Executive and/or his personal
representative and/or spouse all legal fees and expenses and court costs, if
any, incurred by the Executive and/or such representative and/or spouse in
successful litigation to enforce his rights under this Agreement.
(b) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by agreement in form
and substance reasonably satisfactory to the Executive, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform it if no such succession had taken
place. Failure of the Company to obtain such agreement by the effectiveness of
any such succession shall be a breach of this Agreement and shall entitle the
Executive to compensation from the Company in the same amount and upon the same
terms as he would be entitled to hereunder if he terminated his employment upon
Breach by the Company, except that, for
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purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination. As used in this
Agreement, the term "the Company" shall include The United Illuminating Company,
any parent and any successor to the business or assets of either as aforesaid
which executes and delivers the agreement provided for in this Section (9) or
which otherwise becomes bound by all the terms and provisions of this Agreement
by operation of law.
(c) This Agreement and all rights of the Executive hereunder shall
inure to the benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amounts would still
be payable to him hereunder if he had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to the Executive's devisee, legatee or other designee or, if
there be no such designee, to the Executive's estate.
(10) NOTICE
For the purpose of this Agreement, notices and all other communications to
either party hereunder provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States certified or registered mail, return receipt requested, postage prepaid,
addressed, in the case of the Company, to The United Illuminating Company, 157
Church Street, New Haven, Connecticut, Attention: Secretary, or, in the case of
the Executive, to him at 157 Church Street, New Haven, Connecticut, or to such
other address as either party shall designate by giving written notice of such
change to the other party.
(11) MISCELLANEOUS
(a) No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is approved by the
Board of Directors of the Company and agreed to in a writing signed by the
Executive and such officer as may be specifically authorized by the Board of
Directors of the Company. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or representations,
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oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Connecticut.
(b) Exhibits A-1 and A-2 attached hereto, showing calculations of
supplemental retirement benefits under Section (4)(f), and Exhibit B attached
hereto, showing a calculation of a lump sum payment under Section (6)(d)(ii),
are incorporated herein by reference and set forth, by example, the parties'
intended interpretation and application of such Sections.
(12) VALIDITY
The validity or unenforceability of any provision or provisions of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
(13) SURVIVAL
The provisions of this Agreement shall not survive the termination of this
Agreement or of employment hereunder, except that the provisions of Sections
(4), (6), (8), (9) and (10) hereof shall survive such termination and shall be
binding upon the Company's successors and assigns.
(14) COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
Attest: THE UNITED ILLUMINATING COMPANY
/s/ Kurt Mohlman By: /s/ Richard J. Grossi
- --------------------- ----------------------------------------
Secretary Chairman of the Board of
Directors and Chief Executive
Officer
/s/ Nathaniel D. Woodson
----------------------------------------
Nathaniel D. Woodson
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