Common use of Payments Upon Termination of Employment Clause in Contracts

Payments Upon Termination of Employment. (a) In the event of any termination of the Employee’s employment hereunder (i) by the Employee pursuant to paragraph 8(c) and 8(d) above, or (ii) by the Company for any reason other than one of those specified in paragraph 8(a), 8(b) or 8(e) above, then, within five (5) business days after such termination (except as provided in paragraph 9(s)(iv)(2)) the Company shall pay to the Employee the following amounts, and shall provide the Employee and the dependents, beneficiaries and estate of the Employee with the following, as liquidated damages or severance pay, or both: (i) A lump sum cash amount equal to the present value of the product obtained by multiplying (l) the monthly amount of the salary and one-twelfth the annual bonus provided for in paragraphs 5(a) and 5(b) above, which was being paid by the Company to the Employee at the time of such termination, by (2) 36; (ii) A lump sum cash amount equal to the present value of the excess of (1) the aggregate benefit that would have been paid under the Retirement Program described in paragraph 5(c)(i), above, as in effect on the date of this Agreement. If the Employee had continued to be employed and to be entitled to service credit for eligibility and benefit purposes during the 36-month period immediately following such termination, over (2) the aggregate benefit actually payable under the Retirement Program and any successor retirement program of the Company. For purposes of such calculation, the following assumptions shall apply: (1) that the Employee would continue to be compensated during the 36 month period following termination at an annual rate of compensation equal to that used to calculate the payments provided by paragraph 9(a) above, calculated on the basis of the compensation amount used in the benefit formula under the Retirement Program; (2) that the Employee is fully vested in the benefit payable under the Retirement Program; and (3) that the aggregate benefit that would have been paid under the Retirement Program is as of either the normal or early retirement date for which the Employee would have qualified, if the Employee were still employed on that date, whichever would produce the highest present value amount payable under this paragraph; and (4) that for purposes of the calculation of the lump sum cash amount as described herein it will be assumed that the Employee would receive aggregate retirement benefits for a period to be determined by an actuarial analysis in accordance with the standard assumptions used in providing annual funding for the Company’s normal Retirement Program. (iii) A lump sum cash amount equal to the present value of the contributions which would have been made by the Company or any subsidiary of the Company to the Employee’s account pursuant to any savings or thrift plan maintained by the Company or any subsidiary of the Company in which the Employee was participating immediately prior to such termination, calculated as if the Employee had continued to be employed and to be entitled to such contributions during the 36-month period immediately following such termination, at a rate of contribution equal to that made by the Company or any subsidiary of the Company during the most recent contribution period preceding such termination; and (iv) A lump sum cash amount equal to (1) the economic benefit that the Employee would have received on any outstanding Company stock options, including any associated dividend equivalents, assuming such options remained unexercised until the day preceding the expiration of the grant on such options, based on assumptions determined by the Compensation Committee upon advice of an independent financial advisor and (2) the spread on any Company stock options which would have been granted to the Employee during the 36-month period immediately following such termination. For purposes of paragraph 9(a)(iv)(2) hereof, the following assumptions shall apply: (1) that the Employee continued to be employed during such 36-month period, and (2) if such termination occurs prior to the first grant of options to the Employee in calendar year 1990, that the Employee would have received a grant of options to purchase the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in calendar year 1989, and, if such termination occurs thereafter, that the Employee would have continued receiving annual grants of options to purchase a number of shares of the Company’s common stock equal to the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in the calendar year in which the Employee lasts received options to purchase Company common stock (assuming such options are exercisable in full and excluding options granted in calendar year 1989 and 1990), and calculated on the assumption that such options were granted to the Employee at the beginning of each calendar year during such 36-month period at the same time and at the same exercise price as the option to purchase Company common stock which is first granted to any other senior executive of the Company during each such year; provided, however, that if the Employee was granted an option to purchase Company common stock during the calendar year in which his employment terminates and prior to such termination of employment, no additional payments shall be made to him under this paragraph 9(a)(iv)(2) with respect to such calendar year; further provided, that for purposes of this paragraph 9(a)(iv)(2), the spread shall be calculated based on the closing price of the Company’s common stock on the last business day of such 36-month period; and further provided, that if such 36-month period does not end with the month of December, the payment to the Employee under this paragraph 9(a)(iv)(2) with respect to the calendar year in which such 36-month period ends shall be multiplied by a fraction, the numerator of which is the number of months of the 36-month period in such year and the denominator of which is twelve. Any payment to the Employee under this paragraph 9(a)(iv)(2) shall be made within five (5) business days after the expiration of such 36-month period unless delayed pursuant to the following paragraph. For purposes of this paragraph 9, the term “spread” means the excess, if any, of the closing price on a national stock exchange (or if the stock is no longer traded on a national stock exchange, any regional or over-the-counter exchange on which it is traded) of the Company’s stock multiplied by the number of the shares of Company common stock subject to a stock option, over the option exercise price for such option. Notwithstanding anything to the contrary in this paragraph 9(a)(iv)(2), if as of the applicable calculation date, the Company’s common stock is no longer traded on any national, regional or over-the-counter stock exchange, the fair market value of the Company’s common stock for purposes of determining the amount of spread shall be the amount agreed to by the Employee and the Company. However, if the Employee and the Company are not able to agree on a fair market value within ten (10) days after the date payment is due to be made to the Employee under this paragraph 9(a)(iv)(2), the fair market value of a share of the Company’s common stock shall be determined by a qualified and independent appraiser selected by the Assistant Regional director of the American Arbitration Association or his delegate. Such appraiser shall deliver its final report to the Company and the Employee immediately upon completion. The determination of the appraiser shall be final and binding on all parties and shall include interest on such amount computed from the date payment is due at such rate as determined by the arbitrator. Any payment to the Employee under paragraph 9(a)(iv)(2), which was delayed pending such appraisal, shall be made within five (5) business days after the appraiser delivers its report to the Company and the Employee. All fees, costs and expenses associated with such appraisal (including those of the arbitrator) shall be paid by the Company. (b) For purposes of calculating the lump sum cash payments provided by paragraphs 9(a)(i) through (iv), above, present value shall be determined by using a discount factor equal to one percentage point below the Prime Rate, compounded annually. The “Prime Rate” shall be the base rate on corporate loans at large U.S. money center commercial banks as reported in The Wall Street Journal (or, if such rate is no longer published, such other base rate on corporate loans by large money center commercial banks in the United States to their most credit-worthy customers as published by any newspaper or periodical of general circulation) as of the date on which termination shall have occurred. (c) For a period of 36 months (commencing with the month in which termination shall have occurred), the Employee shall continue to be entitled to all employee benefits provided for in paragraphs 5(c)(iv) through (vi), above, as if the Employee were still employed during such period under this Agreement, with benefits based upon the compensation used to calculate the payments provided by paragraph 9(a) above, and if and to the extent that such benefits shall not be payable or provided under any such plan, the Company shall pay or provide such benefits on an individual basis. The benefits provided for in paragraph 5(c)(vi), above, in accordance with this paragraph 9(c) shall be secondary to any comparable benefits provided by another employer. (d) Notwithstanding the termination of the Employee, in the event a Change in Control occurs prior to a vote of the shareholders of the Company on the approval of the UNITIL Stock Option Plan, as approved by the Board of Directors of the Company on January 17, 1989, then, within five (5) business days of such Change in Control, the Company shall pay to the Employee a lump sum cash amount equal to the economic benefit that the Employee would have received on any Company stock options granted subject to shareholder approval, had the shareholders approved such Plan, including any associated dividend equivalents, assuming that the options remained unexercised until the day preceding the expiration of such plan, based on assumptions determined by the Compensation Committee upon the advice of an independent financial advisor. (i) In the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor thereto) or comparable state or local tax or any interest or penalties with respect to such excise tax or comparable state or local tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”). The Gross-Up Payment shall be equal to the sum of the Excise Tax and all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon the Gross-Up Payment. (ii) If the Employee determines that a Gross-Up Payment is required, the Employee shall so notify the Company in writing, specifying the amount of Gross-Up Payment required and details as to the calculation thereof. The Company shall within 30 days either pay such Gross-Up Payment (net of applicable wage withholding) to the Employee or furnish an unqualified opinion from Independent Tax Counsel (as defined below), addressed to the Employee and the Company, that there is substantial authority (within the meaning of section 6661 of the Code) for the position that no Gross-Up Payment is required. “Independent Tax Counsel” means a lawyer with expertise in the area of executive compensation tax law, who shall be selected by the Employee and shall be reasonable acceptable to the Company, and whose fees and disbursements shall be paid by the Company.

Payments Upon Termination of Employment. (a) In the event of --------------------------------------- any termination of the Employee’s employment hereunder (i) by the Employee Executive pursuant to paragraph Paragraph 8(c) and 8(d) above, or (ii) in the event the Executive's employment under this Agreement is terminated by the Company for any reason other than one of those specified in paragraph Paragraphs 8(a), 8(b) or 8(e8(b) above, then, within five (5) business days after such termination (except as provided in paragraph 9(s)(iv)(2)) the Company shall pay to the Employee the following amounts, and shall provide the Employee and the dependents, beneficiaries and estate of the Employee with the followingshall, as liquidated damages or severance pay, or both, promptly pay to the Executive and provide the Executive and the dependents, beneficiaries and estate of the Executive as follows: (a) The Company shall pay the Executive, at his option, either as a lump sum or in equal monthly installments over the unexpired portion of the term of employment provided for in Paragraph (i) A lump sum cash amount equal to the present value of the product obtained by multiplying (l) the monthly amount of the salary and one-twelfth the annual bonus provided for in paragraphs 5(a) and 5(bParagraph 4(a) above, which was being paid by the Company to the Employee as in effect at the time of such termination, by for a period of 12 months (2commencing with the month in which termination shall have occurred) 36; less the amounts, if any, the Executive would have paid in cash in respect of employee benefits provided for in Paragraph 4(c)(iv) above if the Executive were still employed, over (ii) A the amounts, if any, paid to the Executive pursuant to any severance or termination pay program or arrangement of the Company or any of its subsidiaries. (b) The Company shall also pay the Executive a lump sum cash amount equal to the present value of the excess of (1i) the aggregate benefit that would have been paid under the Retirement Program described in paragraph 5(c)(i), above, Paragraph 4(c)(i) above as in effect on the date of this Agreement. If first above written, if the Employee Executive had continued to be employed and to be entitled to service credit for eligibility and benefit purposes during the 36-unexpired portion of the term of employment provided for in (a) above, at an annual rate of compensation equal to that used to calculate the payments provided by Paragraph 9(a) above, calculated on the basis of the higher of the Executive's salary for the 12 months immediately preceding the month period immediately following in which termination shall have occurred or the compensation amount used in the benefit formula under said Retirement Program, and assuming that the Executive is fully vested in such terminationbenefit, over or (2ii) the aggregate benefit actually payable under the Retirement Program and any successor retirement program of the CompanyCompany consisting of a tax-qualified pension plan and a related excess benefit plan. For purposes In clarification of such calculationthe immediately preceding sentence, the following assumptions aggregate benefit that would have been paid under the Retirement Program shall apply: be calculated as of the normal or early retirement date for which the Executive would have qualified, assuming the Executive were still employed on that date and were fully vested in such benefit, and which would produce the highest present value. (1c) The Company shall also pay the Executive a lump sum cash amount equal to the present value of the aggregate contributions or payments, if any, that would have been made by the Employee would continue Company or any of its subsidiaries under the Thrift and Savings Program described in Paragraph 4(c)(ii) above, or any successor program of the Company in effect on the date on which termination shall have occurred, if the Executive had continued to be compensated employed, and to participate in the Thrift and Savings Program or such successor program to the same extent as the Executive participated for the last month during which the Executive was permitted to participate, during the 36 month period following termination unexpired portion of the term of employment provided for in Paragraph 3(a) above, at an annual rate of compensation equal to that used to calculate the payments provided by paragraph Paragraph 9(a) above, calculated on the basis of the compensation amount used in the benefit formula under the Retirement Program; (2) that the Employee is fully vested in the benefit payable under the Retirement Program; and (3) that the aggregate benefit that would have been paid under the Retirement Program is as of either the normal or early retirement date for which the Employee would have qualified, if the Employee were still employed on that date, whichever would produce the highest present value amount payable under this paragraph; and (4) that for purposes of the calculation of the lump sum cash amount as described herein it will be assumed that the Employee would receive aggregate retirement benefits for a period to be determined by an actuarial analysis in accordance with the standard assumptions used in providing annual funding for the Company’s normal Retirement Program. (iii) A lump sum cash amount equal to the present value of the contributions which would have been made by the Company or any subsidiary of the Company to the Employee’s account pursuant to any savings or thrift plan maintained by the Company or any subsidiary of the Company in which the Employee was participating immediately prior to such termination, calculated as if the Employee had continued to be employed and to be entitled to such contributions during the 36-month period immediately following such termination, at a rate of contribution equal to that made by the Company or any subsidiary of the Company during the most recent contribution period preceding such termination; and (iv) A lump sum cash amount equal to (1) the economic benefit that the Employee would have received on any outstanding Company stock options, including any associated dividend equivalents, assuming such options remained unexercised until the day preceding the expiration of the grant on such options, based on assumptions determined by the Compensation Committee upon advice of an independent financial advisor and (2) the spread on any Company stock options which would have been granted to the Employee during the 36-month period immediately following such termination. For purposes of paragraph 9(a)(iv)(2) hereof, the following assumptions shall apply: (1) that the Employee continued to be employed during such 36-month period, and (2) if such termination occurs prior to the first grant of options to the Employee in calendar year 1990, that the Employee would have received a grant of options to purchase the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in calendar year 1989, and, if such termination occurs thereafter, that the Employee would have continued receiving annual grants of options to purchase a number of shares of the Company’s common stock equal to the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in the calendar year in which the Employee lasts received options to purchase Company common stock (assuming such options are exercisable in full and excluding options granted in calendar year 1989 and 1990), and calculated on the assumption that such options were granted to the Employee at the beginning of each calendar year during such 36-month period at the same time and at the same exercise price as the option to purchase Company common stock which is first granted to any other senior executive of the Company during each such year; provided, however, that if the Employee was granted an option to purchase Company common stock during the calendar year in which his employment terminates and prior to such termination of employment, no additional payments shall be made to him under this paragraph 9(a)(iv)(2) with respect to such calendar year; further provided, that for purposes of this paragraph 9(a)(iv)(2), the spread shall be calculated based on the closing price of the Company’s common stock on the last business day of such 36-month period; and further provided, that if such 36-month period does not end with the month of December, the payment to the Employee under this paragraph 9(a)(iv)(2) with respect to the calendar year in which such 36-month period ends shall be multiplied by a fraction, the numerator of which is the number of months of the 36-month period in such year and the denominator of which is twelve. Any payment to the Employee under this paragraph 9(a)(iv)(2) shall be made within five (5) business days after the expiration of such 36-month period unless delayed pursuant to the following paragraph. For purposes of this paragraph 9, the term “spread” means the excess, if any, of the closing price on a national stock exchange (or if the stock is no longer traded on a national stock exchange, any regional or over-the-counter exchange on which it is traded) of the Company’s stock multiplied by the number of the shares of Company common stock subject to a stock option, over the option exercise price for such option. Notwithstanding anything to the contrary in this paragraph 9(a)(iv)(2), if as of the applicable calculation date, the Company’s common stock is no longer traded on any national, regional or over-the-counter stock exchange, the fair market value of the Company’s common stock for purposes of determining the amount of spread shall be the amount agreed to by the Employee and the Company. However, if the Employee and the Company are not able to agree on a fair market value within ten (10) days after the date payment is due to be made to the Employee under this paragraph 9(a)(iv)(2), the fair market value of a share of the Company’s common stock shall be determined by a qualified and independent appraiser selected by the Assistant Regional director of the American Arbitration Association or his delegate. Such appraiser shall deliver its final report to the Company and the Employee immediately upon completion. The determination of the appraiser shall be final and binding on all parties and shall include interest on such amount computed from the date payment is due at such rate as determined by the arbitrator. Any payment to the Employee under paragraph 9(a)(iv)(2), which was delayed pending such appraisal, shall be made within five (5) business days after the appraiser delivers its report to the Company and the Employee. All fees, costs and expenses associated with such appraisal (including those of the arbitrator) shall be paid by the Company. (bd) For purposes of calculating the lump sum cash payments provided by paragraphs 9(a)(i) through (ivParagraphs 9(a), (b) and (c) above, present value shall be determined by using a discount factor equal to one percentage point below the Prime Rate, compounded annually. The “Prime Rate” shall be the base prime rate on corporate loans at large U.S. money center commercial banks as reported published in The Wall Street Journal (or, if such rate is no longer published, such other base rate on corporate loans by large money center commercial banks in the United States to their most credit-worthy customers as published by any newspaper or periodical of general circulation) as of the date on which termination shall have occurred. (ce) For a period of 36 24 months (commencing with the month in which termination shall have occurred), the Employee Executive shall continue to be entitled to all employee benefits provided for in paragraphs 5(c)(ivParagraph 4(c)(iv) through (vi), above, as if the Employee Executive were still employed during such period under this Agreement, with benefits based upon the compensation used to calculate the payments provided by paragraph Paragraph 9(a) above, and if and to the extent that such benefits shall not be payable or provided under any such plan, the Company shall pay or provide such benefits on an individual basis. The medical, dental health and welfare benefits provided for in paragraph 5(c)(vi), Paragraph 4(c)(iv) above, in accordance with this paragraph 9(cParagraph 9(e) shall be secondary to any comparable benefits provided by another employer. (d) Notwithstanding the termination employer provided that an appropriate refund is made of the Employee, any reduction in the event a Change in Control occurs prior to a vote of the shareholders of the Company on the approval of the UNITIL Stock Option Plan, as approved by the Board of Directors of the Company on January 17, 1989, then, within five (5) business days of such Change in Control, the Company shall pay to the Employee a lump sum cash amount equal to the economic benefit that the Employee would have received on any Company stock options granted subject to shareholder approval, had the shareholders approved such Plan, including any associated dividend equivalents, assuming that the options remained unexercised until the day preceding the expiration of such plan, based on assumptions determined by the Compensation Committee upon the advice of an independent financial advisor. (i) In the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), Paragraph 9(a)(i) which had assumed that such benefits would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor thereto) or comparable state or local tax or any interest or penalties with respect to such excise tax or comparable state or local tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”). The Gross-Up Payment shall be equal to the sum of the Excise Tax and all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon the Gross-Up Paymentprimary. (ii) If the Employee determines that a Gross-Up Payment is required, the Employee shall so notify the Company in writing, specifying the amount of Gross-Up Payment required and details as to the calculation thereof. The Company shall within 30 days either pay such Gross-Up Payment (net of applicable wage withholding) to the Employee or furnish an unqualified opinion from Independent Tax Counsel (as defined below), addressed to the Employee and the Company, that there is substantial authority (within the meaning of section 6661 of the Code) for the position that no Gross-Up Payment is required. “Independent Tax Counsel” means a lawyer with expertise in the area of executive compensation tax law, who shall be selected by the Employee and shall be reasonable acceptable to the Company, and whose fees and disbursements shall be paid by the Company.

Payments Upon Termination of Employment. (a) In the --------------------------------------- event of any termination of the Employee’s employment hereunder (i) by the Employee Executive pursuant to paragraph 8(c) and 8(dParagraph 7(c) above, or (ii) in the event the Executive's employment under this Agreement is terminated by the Company for any reason other than one of those specified in paragraph 8(a), 8(bParagraphs 7(a) or 8(e7(b) above, then, within five (5) business days after such termination (except as provided in paragraph 9(s)(iv)(2)) the Company shall pay to the Employee the following amounts, and shall provide the Employee and the dependents, beneficiaries and estate of the Employee with the followingshall, as liquidated damages or severance pay, or both, promptly pay to the Executive and provide the Executive and the dependents, beneficiaries and estate of the Executive as follows: (a) The Company shall pay the Executive in equal monthly installments over the unexpired portion of the term of employment provided for in Paragraph 3(a) above or, at the Company's option, in a lump sum calculated without any discount, a cash amount equal to the excess of (i) A the salary provided in Paragraph 4(a) above, including the increases therein provided, for the unexpired portion of the term of employment provided for in Paragraph 3(a) above (commencing with the month in which termination shall have occurred) less the amounts, if any, the Executive would have paid in cash in respect of employee benefits provided for in Paragraph 4(c)(v) above if the Executive were still employed, over (ii) the amounts, if any, paid to the Executive pursuant to any severance or termination pay program or arrangement of the Company or any of its subsidiaries; provided, however, if the Executive s termination occurs after a Change of Control, such payment shall be in the form of a lump sum, calculated without any discount. (b) The Company shall also pay the Executive in a lump sum a cash amount equal to the average incentive award earned by the Executive in accordance with the provisions of the Company s annual incentive plan over the two calendar years immediately preceding the Executive s termination. (c) The Company shall also pay the Executive a lump sum cash amount equal to the present value sum of the product obtained by multiplying (l) the monthly amount of the salary and one-twelfth the annual bonus provided for in paragraphs 5(ai) and 5(b) above, which was being paid by the Company to the Employee at the time of such termination, by (2) 36; (ii), where (i) A lump sum cash amount equal to is the present value of the excess of (1) the aggregate benefit contributions or payments, if any, that would have been paid made by the Company or any of its subsidiaries under the Retirement Thrift and Savings Program and Employee Stock Ownership Plan described in paragraph 5(c)(i), above, as Paragraph 4(c)(ii) and (iii) above or any successor program of the Company in effect on the date of this Agreement. If on which termination shall have occurred, if the Employee Executive had continued to be employed employed, and to be entitled participate on a fully vested basis in the Thrift and Savings Program and Employee Stock Ownership Plan or such successor programs to service credit the same extent as the Executive participated for eligibility and benefit purposes -12- the last month during which the Executive was permitted to participate, during the 36-month period immediately following such termination, over (2) the aggregate benefit actually payable under the Retirement Program and any successor retirement program unexpired portion of the Company. For purposes term of such calculation, the following assumptions shall apply: (1employment provided for in Paragraph 3(a) that the Employee would continue to be compensated during the 36 month period following termination above at an annual rate of compensation equal to that used to calculate the payments provided by paragraph 9(aParagraph 8(a) above, calculated on the basis of the compensation amount used in the benefit formula under the Retirement Program; (2) that the Employee is fully vested in the benefit payable under the Retirement Program; and (3ii) that the aggregate benefit that would have been paid under the Retirement Program is as of either the normal or early retirement date for which the Employee would have qualified, if the Employee were still employed on that date, whichever would produce the highest present value amount payable under this paragraph; and (4) that for purposes of the calculation of the lump sum cash amount as described herein it will be assumed that the Employee would receive aggregate retirement benefits for a period to be determined by an actuarial analysis in accordance with the standard assumptions used in providing annual funding for the Company’s normal Retirement Program. (iii) A lump sum cash amount equal to the present value of the contributions which would have been made by the Company or any subsidiary of the Company to the Employee’s account pursuant to any savings or thrift plan maintained by the Company or any subsidiary of the Company in which the Employee was participating immediately prior to such termination, calculated as if the Employee had continued to be employed and to be entitled to such contributions during the 36-month period immediately following such termination, at a rate of contribution equal to that made by the Company or any subsidiary of the Company during the most recent contribution period preceding such termination; and (iv) A lump sum cash amount equal to (1) the economic benefit that the Employee would have received on any outstanding Company stock options, including any associated dividend equivalents, assuming such options remained unexercised until the day preceding the expiration of the grant on such options, based on assumptions determined by the Compensation Committee upon advice of an independent financial advisor and (2) the spread on any Company stock options which would have been granted to the Employee during the 36-month period immediately following such termination. For purposes of paragraph 9(a)(iv)(2) hereof, the following assumptions shall apply: (1) that the Employee continued to be employed during such 36-month period, and (2) if such termination occurs prior to the first grant of options to the Employee in calendar year 1990, that the Employee would have received a grant of options to purchase the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in calendar year 1989, and, if such termination occurs thereafter, that the Employee would have continued receiving annual grants of options to purchase a number of shares of the Company’s common stock equal to the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in the calendar year in which the Employee lasts received options to purchase Company common stock (assuming such options are exercisable in full and excluding options granted in calendar year 1989 and 1990), and calculated on the assumption that such options were granted to the Employee at the beginning of each calendar year during such 36-month period at the same time and at the same exercise price as the option to purchase Company common stock which is first granted to any other senior executive of the Company during each such year; provided, however, that if the Employee was granted an option to purchase Company common stock during the calendar year in which his employment terminates and prior to such termination of employment, no additional payments shall be made to him under this paragraph 9(a)(iv)(2) with respect to such calendar year; further provided, that for purposes of this paragraph 9(a)(iv)(2), the spread shall be calculated based on the closing price of the Company’s common stock on the last business day of such 36-month period; and further provided, that if such 36-month period does not end with the month of December, the payment to the Employee under this paragraph 9(a)(iv)(2) with respect to the calendar year in which such 36-month period ends shall be multiplied by a fraction, the numerator of which is the number of months of the 36-month period in such year and the denominator of which is twelve. Any payment to the Employee under this paragraph 9(a)(iv)(2) shall be made within five (5) business days after the expiration of such 36-month period unless delayed pursuant to the following paragraph. For purposes of this paragraph 9, the term “spread” means the excessvalue, if any, of that portion of the closing price on a national stock exchange (Executive s accounts under the Thrift and Savings Program and Employee Stock Ownership Plan or such successor programs that would not have been forfeited upon the Executive s termination of employment if the stock is no longer traded on a national stock exchangeExecutive s service with Industrial and Environmental Analysts, any regional Inc. had been taken into account for vesting purposes under said Thrift and Savings Program, Employee Stock Ownership Plan or over-the-counter exchange on which it is traded) of the Company’s stock multiplied by the number of the shares of Company common stock subject to a stock option, over the option exercise price for such option. Notwithstanding anything to the contrary in this paragraph 9(a)(iv)(2), if as of the applicable calculation date, the Company’s common stock is no longer traded on any national, regional or over-the-counter stock exchange, the fair market value of the Company’s common stock for purposes of determining the amount of spread shall be the amount agreed to by the Employee and the Company. However, if the Employee and the Company are not able to agree on a fair market value within ten (10) days after the date payment is due to be made to the Employee under this paragraph 9(a)(iv)(2), the fair market value of a share of the Company’s common stock shall be determined by a qualified and independent appraiser selected by the Assistant Regional director of the American Arbitration Association or his delegate. Such appraiser shall deliver its final report to the Company and the Employee immediately upon completion. The determination of the appraiser shall be final and binding on all parties and shall include interest on such amount computed from the date payment is due at such rate as determined by the arbitrator. Any payment to the Employee under paragraph 9(a)(iv)(2), which was delayed pending such appraisal, shall be made within five (5) business days after the appraiser delivers its report to the Company and the Employee. All fees, costs and expenses associated with such appraisal (including those of the arbitrator) shall be paid by the Companysuccessor plans. (bd) For purposes of calculating the lump sum cash payments provided by paragraphs 9(a)(iParagraph 8 (c) through (iv), above, present value shall be determined by using a discount factor equal to one percentage point below the Prime Rate, compounded annually. The “Prime Rate” shall be the base prime rate on corporate loans at large U.S. money center commercial banks as reported published in The Wall Street Journal (or, if such rate is no longer published, such other base rate on corporate loans by large money center commercial banks in the United States to their most credit-worthy customers as published by any newspaper or periodical of general circulation) as of the date on which termination shall have occurred. (ce) For a period the unexpired portion of 36 months the term of the Executive s employment provided for in Paragraph 3(a) above (commencing with the month in which termination shall have occurred), the Employee Executive shall continue to be entitled to all employee benefits provided for in paragraphs 5(c)(ivParagraph 4(c)(v) through (vi), aboveabove as may be in effect on the date of termination, as if the Employee Executive were still employed during such period under this Agreement, with benefits based upon the compensation used to calculate the payments provided by paragraph 9(aParagraph 8(a) above, and if and to the extent that such benefits shall not be payable or provided under any such plan, the Company shall pay or provide such benefits on an individual basis. The medical, dental, health and welfare benefits provided for in paragraph 5(c)(vi), Paragraph 4(c)(v) above, in accordance with this paragraph 9(cParagraph 8(e) shall be secondary to any comparable benefits provided by another employeremployer provided that an appropriate refund is made of any reduction in the amount paid pursuant to Paragraph 8(a)(i) which had assumed that such benefits would be primary. (df) Notwithstanding the termination of the Employee, in the event a Change in Control occurs prior to a vote of the shareholders of the Company on the approval of the UNITIL Stock Option Plan, as approved by the Board of Directors of the Company on January 17, 1989, then, within five (5) business days of such Change in Control, the Company shall pay to the Employee a lump sum cash amount equal to the economic benefit that the Employee would have received on any Company All stock options granted subject to shareholder approval, had the shareholders approved such Plan, including any associated dividend equivalents, assuming that the options remained unexercised until the day preceding the expiration of such plan, based on assumptions determined by the Compensation Committee upon the advice of an independent financial advisor. (i) In the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable Executive pursuant to the terms of this Agreement or otherwise (a “Payment”)Company's stock option plan shall become immediately vested and exercisable, would be subject to the excise tax imposed extent permitted by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor thereto) or comparable state or local tax or any interest or penalties with respect to such excise tax or comparable state or local tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”). The Gross-Up Payment shall be equal to the sum of the Excise Tax and all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon the Gross-Up Paymentsaid plan. (ii) If the Employee determines that a Gross-Up Payment is required, the Employee shall so notify the Company in writing, specifying the amount of Gross-Up Payment required and details as to the calculation thereof. The Company shall within 30 days either pay such Gross-Up Payment (net of applicable wage withholding) to the Employee or furnish an unqualified opinion from Independent Tax Counsel (as defined below), addressed to the Employee and the Company, that there is substantial authority (within the meaning of section 6661 of the Code) for the position that no Gross-Up Payment is required. “Independent Tax Counsel” means a lawyer with expertise in the area of executive compensation tax law, who shall be selected by the Employee and shall be reasonable acceptable to the Company, and whose fees and disbursements shall be paid by the Company.

Payments Upon Termination of Employment. (a) In the event of --------------------------------------- any termination of the Employee’s employment hereunder (i) by the Employee Executive pursuant to paragraph 8(c) and 8(dParagraph 7(c) above, or (ii) in the event the Executive's employment under this Agreement is terminated by the Company for any reason other than one of those specified in paragraph 8(a), 8(bParagraphs 7(a) or 8(e7(b) above, then, within five (5) business days after such termination (except as provided in paragraph 9(s)(iv)(2)) the Company shall pay to the Employee the following amounts, and shall provide the Employee and the dependents, beneficiaries and estate of the Employee with the followingshall, as liquidated damages or severance pay, or both, promptly pay to the Executive and provide the Executive and the dependents, beneficiaries and estate of the Executive as follows: (a) The Company shall pay the Executive, at his option, either as a lump sum or in equal monthly installments over the unexpired portion of the term of employment provided for in Paragraph (i) A lump sum cash amount equal to the present value salary provided in Paragraph 4(a) above, including the increases therein provided, for the unexpired portion of the product obtained by multiplying (l) the monthly amount term of the salary and one-twelfth the annual bonus employment provided for in paragraphs 5(aParagraph 3(a) and 5(babove (commencing with the month in which termination shall have occurred) aboveless the amounts, which was being if any, the Executive would have paid by in cash in respect of employee benefits provided for in Paragraph 4(c) above if the Company to the Employee at the time of such terminationExecutive were still employed, by (2) 36; over (ii) A lump sum cash amount equal the amounts, if any, paid to the present value Executive pursuant to any severance or termination pay program or arrangement of the excess of (1) the aggregate benefit that would have been paid under the Retirement Program described in paragraph 5(c)(i), above, as in effect on the date of this Agreement. If the Employee had continued to be employed and to be entitled to service credit for eligibility and benefit purposes during the 36-month period immediately following such termination, over (2) the aggregate benefit actually payable under the Retirement Program and any successor retirement program of the Company. For purposes of such calculation, the following assumptions shall apply: (1) that the Employee would continue to be compensated during the 36 month period following termination at an annual rate of compensation equal to that used to calculate the payments provided by paragraph 9(a) above, calculated on the basis of the compensation amount used in the benefit formula under the Retirement Program; (2) that the Employee is fully vested in the benefit payable under the Retirement Program; and (3) that the aggregate benefit that would have been paid under the Retirement Program is as of either the normal or early retirement date for which the Employee would have qualified, if the Employee were still employed on that date, whichever would produce the highest present value amount payable under this paragraph; and (4) that for purposes of the calculation of the lump sum cash amount as described herein it will be assumed that the Employee would receive aggregate retirement benefits for a period to be determined by an actuarial analysis in accordance with the standard assumptions used in providing annual funding for the Company’s normal Retirement Program. (iii) A lump sum cash amount equal to the present value of the contributions which would have been made by the Company or any subsidiary of the Company to the Employee’s account pursuant to any savings or thrift plan maintained by the Company or any subsidiary of the Company in which the Employee was participating immediately prior to such terminationits subsidiaries, calculated as if the Employee had continued to be employed and to be entitled to such contributions during the 36-month period immediately following such termination, at a rate of contribution equal to that made by the Company or any subsidiary of the Company during the most recent contribution period preceding such termination; and (iv) A lump sum cash amount equal to (1) the economic benefit that the Employee would have received on any outstanding Company stock options, including any associated dividend equivalents, assuming such options remained unexercised until the day preceding the expiration of the grant on such options, based on assumptions determined by the Compensation Committee upon advice of an independent financial advisor and (2) the spread on any Company stock options which would have been granted to the Employee during the 36-month period immediately following such termination. For purposes of paragraph 9(a)(iv)(2) hereof, the following assumptions shall apply: (1) that the Employee continued to be employed during such 36-month period, and (2) if such termination occurs prior to the first grant of options to the Employee in calendar year 1990, that the Employee would have received a grant of options to purchase the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in calendar year 1989, and, if such termination occurs thereafter, that the Employee would have continued receiving annual grants of options to purchase a number of shares of the Company’s common stock equal to the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in the calendar year in which the Employee lasts received options to purchase Company common stock (assuming such options are exercisable in full and excluding options granted in calendar year 1989 and 1990), and calculated on the assumption that such options were granted to the Employee at the beginning of each calendar year during such 36-month period at the same time and at the same exercise price as the option to purchase Company common stock which is first granted to any other senior executive of the Company during each such year; provided, however, that if the Employee was granted an option to purchase Company common stock during the calendar year in which his employment terminates and prior to such termination of employment, no additional payments event shall be made to him under this paragraph 9(a)(iv)(2) with respect to such calendar year; further provided, that for purposes of this paragraph 9(a)(iv)(2), the spread shall be calculated based on the closing price of the Company’s common stock on the last business day of such 36-month period; and further provided, that if such 36-month period does not end with the month of December, the payment to the Employee under this paragraph 9(a)(iv)(2) with respect to the calendar year in which such 36-month period ends shall be multiplied by a fraction, the numerator of which is the number of months of the 36-month period in such year and the denominator of which is twelve. Any payment to the Employee under this paragraph 9(a)(iv)(2) shall be made within five (5) business days after the expiration of such 36-month period unless delayed pursuant to the following paragraph. For purposes of this paragraph 9, the term “spread” means the excess, if any, of the closing price on a national stock exchange (or if the stock is no longer traded on a national stock exchange, any regional or over-the-counter exchange on which it is traded) of the Company’s stock multiplied by the number of the shares of Company common stock subject to a stock option, over the option exercise price for such option. Notwithstanding anything to the contrary in this paragraph 9(a)(iv)(2), if as of the applicable calculation date, the Company’s common stock is no longer traded on any national, regional or over-the-counter stock exchange, the fair market value of the Company’s common stock for purposes of determining the amount of spread shall be paid hereunder exceed 1.5 times the amount agreed to by the Employee and the Company. However, if the Employee and the Company are not able to agree on a fair market value within ten (10) days after the date payment is due to be made to the Employee under this paragraph 9(a)(iv)(2), the fair market value of a share of the Company’s common stock shall be determined by a qualified and independent appraiser selected by the Assistant Regional director of the American Arbitration Association or his delegate. Such appraiser shall deliver its final report to the Company and the Employee immediately upon completion. The determination of the appraiser shall be final and binding on all parties and shall include interest on such amount computed from the date payment is due at such rate as determined by the arbitrator. Any payment to the Employee under paragraph 9(a)(iv)(2), which was delayed pending such appraisal, shall be made within five (5) business days after the appraiser delivers its report to the Company and the Employee. All fees, costs and expenses associated with such appraisal (including those of the arbitrator) shall be paid by the CompanyExecutive's annual salary. (b) For purposes of calculating the lump sum cash payments provided by paragraphs 9(a)(iParagraphs 8(a) through (iv), above, present value shall be determined by using a discount factor equal to one percentage point below the Prime Rate, compounded annually. The “Prime Rate” shall be the base prime rate on corporate loans at large U.S. money center commercial banks as reported published in The Wall Street Journal (or, if such rate is no longer published, such other base rate on corporate loans by large money center commercial banks in the United States to their most credit-worthy customers as published by any newspaper or periodical of general circulation) as of the date on which termination shall have occurred. (c) For a period of 36 24 months (commencing with the month in which termination shall have occurred), the Employee Executive shall continue to be entitled to all employee benefits provided for in paragraphs 5(c)(ivParagraph 4(c) through (vi), aboveabove as may be in effect on the date of termination, as if the Employee Executive were still employed during such period under this Agreement, with benefits based upon the compensation used to calculate the payments provided by paragraph 9(aParagraph 8(a) above, and if and to the extent that such benefits shall not be payable or provided under any such plan, the Company shall pay or provide such benefits on an individual basis. The medical, dental, health and welfare benefits provided for in paragraph 5(c)(vi), Paragraph 4(c) above, in accordance with this paragraph 9(cParagraph 8(c) shall be secondary to any comparable benefits provided by another employer. (d) Notwithstanding the termination employer provided that an appropriate refund is made of the Employee, any reduction in the event a Change in Control occurs prior to a vote of the shareholders of the Company on the approval of the UNITIL Stock Option Plan, as approved by the Board of Directors of the Company on January 17, 1989, then, within five (5) business days of such Change in Control, the Company shall pay to the Employee a lump sum cash amount equal to the economic benefit that the Employee would have received on any Company stock options granted subject to shareholder approval, had the shareholders approved such Plan, including any associated dividend equivalents, assuming that the options remained unexercised until the day preceding the expiration of such plan, based on assumptions determined by the Compensation Committee upon the advice of an independent financial advisor. (i) In the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), Paragraph 8(a)(i) which had assumed that such benefits would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor thereto) or comparable state or local tax or any interest or penalties with respect to such excise tax or comparable state or local tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”). The Gross-Up Payment shall be equal to the sum of the Excise Tax and all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon the Gross-Up Paymentprimary. (ii) If the Employee determines that a Gross-Up Payment is required, the Employee shall so notify the Company in writing, specifying the amount of Gross-Up Payment required and details as to the calculation thereof. The Company shall within 30 days either pay such Gross-Up Payment (net of applicable wage withholding) to the Employee or furnish an unqualified opinion from Independent Tax Counsel (as defined below), addressed to the Employee and the Company, that there is substantial authority (within the meaning of section 6661 of the Code) for the position that no Gross-Up Payment is required. “Independent Tax Counsel” means a lawyer with expertise in the area of executive compensation tax law, who shall be selected by the Employee and shall be reasonable acceptable to the Company, and whose fees and disbursements shall be paid by the Company.

Payments Upon Termination of Employment. (a) In the event of any termination of the Employee’s employment hereunder (i) by the Employee pursuant to paragraph 8(c) and 8(d) above, or (ii) by the Company for any reason other than one of those specified in paragraph 8(a), 8(b) or 8(e) 8(d), above, then, within five (5) 5 business days after any such termination (except as provided in paragraph 9(s)(iv)(29(a)(iv)(2)) the Company shall pay to the Employee the following amounts, and shall provide the Employee and the dependents, beneficiaries and estate of the Employee with the following, as liquidated damages or severance pay, or both: (i) A a lump sum cash amount equal to the present value of the product obtained by multiplying (l1) the monthly amount of the salary and one-one- twelfth the annual bonus provided for in paragraphs 5(a) and 5(b) above, which was being paid by the Company to the Employee at the time of such termination, by (2) 3624; (ii) A lump sum cash amount equal to the present value of the excess of (1) the aggregate benefit that would have been paid under the Retirement Program described in paragraph 5(c)(i), above, as in effect on the date of this Agreement. If , if the Employee had continued to be employed and to be entitled to service credit for eligibility and benefit purposes during the 36-24- month period immediately following such termination, over (2) the aggregate benefit actually payable under the Retirement Program and any successor retirement program of the Company. For purposes of such calculation, the following assumptions shall apply: (1) that the Employee would continue to be compensated during the 36 24 month period following termination at an annual rate of compensation equal to that used to calculate the payments provided by paragraph 9(a) above, calculated on the basis of the compensation amount used in the benefit formula under the Retirement Program; (2) that the Employee is fully vested in the benefit payable under the Retirement Program; and (3) that the aggregate benefit that would have been paid under the Retirement Program is as of either the normal or early retirement date for which the Employee would have qualified, if the Employee were still employed on that date, whichever would produce the highest present value amount payable under this paragraph; and (4) that for purposes of the calculation of the lump sum cash amount as described herein it will be assumed that the Employee would receive aggregate retirement benefits for a period to be determined by an actuarial analysis in accordance with the standard assumptions used in providing annual funding for the Company’s normal Retirement Program. (iii) A lump sum cash amount equal to the present value of the contributions which would have been made by the Company or any subsidiary of the Company to the Employee’s account pursuant to any savings or thrift plan maintained by the Company or any subsidiary of the Company in which the Employee was participating immediately prior to such termination, calculated as if the Employee had continued to be employed and to be entitled to such contributions during the 3624-month period immediately following such termination, at a rate of contribution equal to that made by the Company or any subsidiary of the Company during the most recent contribution period preceding such termination; and (iv) A lump sum cash amount equal to (1) the economic benefit that the Employee would have received on any outstanding Company stock optionsoptions which on the date of employment termination are not vested or are not exercisable, including any associated dividend equivalents, assuming such options remained unexercised until the day preceding the expiration of the grant on such options, based on assumptions determined by the Compensation Committee upon advice of an independent financial advisor and (2) the spread on any Company stock options which would have been granted to the Employee during the 36-month period immediately following such termination. For purposes of paragraph 9(a)(iv)(2) hereof, the following assumptions shall apply: (1) that the Employee continued to be employed during such 36-month period, and (2) if such termination occurs prior to the first grant of options to the Employee in calendar year 1990, that the Employee would have received a grant of options to purchase the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in calendar year 1989, and, if such termination occurs thereafter, that the Employee would have continued receiving annual grants of options to purchase a number of shares of the Company’s common stock equal to the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in the calendar year in which the Employee lasts received options to purchase Company common stock (assuming such options are exercisable in full and excluding options granted in calendar year 1989 and 1990), and calculated on the assumption that such options were granted to the Employee at the beginning of each calendar year during such 36-month period at the same time and at the same exercise price as the option to purchase Company common stock which is first granted to any other senior executive of the Company during each such year; provided, however, that if the Employee was granted an option to purchase Company common stock during the calendar year in which his employment terminates and prior to such termination of employment, no additional payments shall be made to him under this paragraph 9(a)(iv)(2) with respect to such calendar year; further provided, that for purposes of this paragraph 9(a)(iv)(2), the spread shall be calculated based on the closing price of the Company’s common stock on the last business day of such 36-month period; and further provided, that if such 36-month period does not end with the month of December, the payment to the Employee under this paragraph 9(a)(iv)(2) with respect to the calendar year in which such 36-month period ends shall be multiplied by a fraction, the numerator of which is the number of months of the 36-month period in such year and the denominator of which is twelve. Any payment to the Employee under this paragraph 9(a)(iv)(2) shall be made within five (5) business days after the expiration of such 36-month period unless delayed pursuant to the following paragraph. For purposes of this paragraph 9, the term “spread” means the excess, if any, of the closing price on a national stock exchange (or if the stock is no longer traded on a national stock exchange, any regional or over-the-counter exchange on which it is traded) of the Company’s stock multiplied by the number of the shares of Company common stock subject to a stock option, over the option exercise price for such option. Notwithstanding anything to the contrary in this paragraph 9(a)(iv)(2), if as of the applicable calculation date, the Company’s common stock is no longer traded on any national, regional or over-the-counter stock exchange, the fair market value of the Company’s common stock for purposes of determining the amount of spread shall be the amount agreed to by the Employee and the Company. However, if the Employee and the Company are not able to agree on a fair market value within ten (10) days after the date payment is due to be made to the Employee under this paragraph 9(a)(iv)(2), the fair market value of a share of the Company’s common stock shall be determined by a qualified and independent appraiser selected by the Assistant Regional director of the American Arbitration Association or his delegate. Such appraiser shall deliver its final report to the Company and the Employee immediately upon completion. The determination of the appraiser shall be final and binding on all parties and shall include interest on such amount computed from the date payment is due at such rate as determined by the arbitrator. Any payment to the Employee under paragraph 9(a)(iv)(2), which was delayed pending such appraisal, shall be made within five (5) business days after the appraiser delivers its report to the Company and the Employee. All fees, costs and expenses associated with such appraisal (including those of the arbitrator) shall be paid by the Companyadvisor. (b) For purposes of calculating the lump sum cash payments provided by paragraphs 9(a)(i) through (iv), above, present value shall be determined by using a discount factor equal to one percentage point below the Prime Rate, compounded annually. The “Prime Rate” shall be the base rate on corporate loans at large U.S. money center commercial banks as reported in The Wall Street Journal (or, if such rate is no longer published, such other base rate on corporate loans by large money center commercial banks in the United States to their most credit-worthy creditworthy customers as published by any newspaper or periodical of general circulation) as of the date on which termination shall have occurred. (c) For a period of 36 24 months (commencing with the month in which termination shall have occurred), the Employee shall continue to be entitled to all employee benefits provided for in paragraphs 5(c)(iv) through (vi), above, as if the Employee were still employed during such period under this Agreement, with benefits based upon the compensation used to calculate the payments provided by paragraph 9(a) above, and if and to the extent that such benefits shall not be payable or provided under any such plan, the Company shall pay or provide such benefits on an individual basis. The benefits provided for in paragraph 5(c)(vi), above, in accordance with this paragraph 9(c) shall be secondary to any comparable benefits provided by another employer. (d) Notwithstanding the termination of the Employee, in the event a Change in Control occurs prior to a vote of the shareholders of the Company on the approval of the UNITIL Stock Option Plan, as approved by the Board of Directors of the Company on January 17, 1989, then, within five (5) business days of such Change in Control, the Company shall pay to the Employee a lump sum cash amount equal to the economic benefit that the Employee would have received on any Company stock options granted subject to shareholder approval, had the shareholders approved such Plan, including any associated dividend equivalents, assuming that the options remained unexercised until the day preceding the expiration of such plan, based on assumptions determined by the Compensation Committee upon the advice of an independent financial advisor. (i) In the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor thereto) or comparable state or local tax or any interest or penalties with respect to such excise tax or comparable state or local tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”). The Gross-Up Payment shall be equal to the sum of the Excise Tax and all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon the Gross-Up Payment. (ii) If the Employee determines that a Gross-Up Payment is required, the Employee shall so notify the Company in writing, specifying the amount of Gross-Up Payment required and details as to the calculation thereof. The , the Company shall within 30 days either pay such Gross-Up Payment (net of applicable wage withholding) to the Employee or furnish an unqualified opinion from Independent Tax Counsel (as defined below), addressed to the Employee and the Company, that there is substantial authority (within with the meaning of section 6661 of the Code) for the position that no Gross-Gross- Up Payment is required. “Independent Tax Counsel” means mean a lawyer with expertise in the area of executive compensation tax law, who shall be selected by the Employee and shall be reasonable reasonably acceptable to the Company, and whose fees and disbursements shall be paid by the Company.

Payments Upon Termination of Employment. (a) In the event of any termination of the Employee’s employment hereunder (i) by the Employee pursuant to paragraph 8(c) and 8(d) above, or (ii) in the event the Employee's employment under this Agreement is terminated by the Company for any reason other than one of those specified in paragraph 8(a), 8(b) or 8(e8(b) above, then, within five (5) business days after such termination (except as provided in paragraph 9(s)(iv)(2)) the Company shall shall, as liquidated damages or severance pay, or both, pay to the Employee the following amounts, and shall provide the Employee and the dependents, beneficiaries and estate of the Employee within 30 business days after termination of employment with the following, as liquidated damages or severance pay, or both: : (ia) A lump sum cash amount equal to 2 times the present value sum of (i) Employee's base annual salary immediately preceding the product obtained by multiplying Change in Control; adjusted to reflect any increases in such base salary following the Change in Control; plus (lii) the monthly total amount of the salary and one-twelfth the annual bonus provided for in paragraphs 5(a) and 5(b) above, which was being paid by the Company to the Employee at pursuant to the time Company's Short-Term Incentive Plan or any successor plan thereto for the three years ended before the date of such terminationthe Change in Control, divided by three. (2) 36; (iib) A lump sum cash amount equal to the present value of the excess of (1i) the aggregate benefit that would have been paid under the Retirement Program described in paragraph 5(c)(i), above, 5(b)(i) above as in effect on the date of this Agreement. If first above written, if the Employee had continued to be employed and to be entitled to service credit for eligibility and benefit purposes during the 3660-month period immediately following such termination, over (2) the aggregate benefit actually payable under the Retirement Program and any successor retirement program of the Company. For purposes of such calculation, the following assumptions shall apply: (1) that the Employee would continue to be compensated during the 36 month period following termination at an annual rate of compensation equal to that used to calculate the payments provided by paragraph 9(a) above, calculated on the basis of the compensation amount used in the benefit formula under the said Retirement Program; (2) , and assuming that the Employee is fully vested in such benefit, over (ii) the aggregate benefit actually payable under the Retirement Program; Program and (3) that any successor retirement program of the Company consisting of a tax-qualified pension plan and a related excess benefit plan. In clarification of the immediately preceding sentence, the aggregate benefit that would have been paid under the Retirement Program is shall be calculated as of either the normal or early retirement date for which the Employee would have qualified, if the Employee were still employed on that date, whichever and which would produce the highest present value amount payable under this paragraph; and (4) that for purposes of the calculation of the lump sum cash amount as described herein it will be assumed that the Employee would receive aggregate retirement benefits for a period to be determined by an actuarial analysis in accordance with the standard assumptions used in providing annual funding for the Company’s normal Retirement Programvalue. (iiic) A lump sum cash amount equal to the present value of the aggregate contributions which or payments, including dividends, if any, that would have been made by the Company or any subsidiary of its subsidiaries under the Company to the Employee’s account pursuant to any savings or thrift plan maintained by the Company Deferred Compensation Plan and Triple Investment Plan described in paragraphs 5(b)(ii) and (iii) above or any subsidiary successor program of the Company in effect on the date on which the Employee was participating immediately prior to such terminationtermination shall have occurred, calculated as if the Employee had continued to be employed employed, and to be entitled participate in the Deferred Compensation Plan and Triple Investment Plan or such successor programs to such contributions the same extent as the Employee participated for the last month during which the Employee was permitted to participate during the 3660-month period immediately following such termination, at a an annual rate of contribution compensation equal to that made used to calculate the payments provided by the Company or any subsidiary of the Company during the most recent contribution period preceding such termination; andparagraph 9(a) above. (ivd) A lump sum cash amount equal to (1) the economic benefit that the Employee would have received on any outstanding Company stock options, including any associated dividend equivalents, assuming such options remained unexercised until the day preceding the expiration of the grant on such options, based on assumptions determined by the Compensation Committee upon advice of an independent financial advisor and (2) the spread on any Company stock options or stock appreciation rights which would have been granted to the Employee during the 3624-month period immediately following such termination. For purposes of paragraph 9(a)(iv)(2) hereof, the following assumptions shall apply: (1) that termination assuming the Employee continued to be employed during such 36-month period, and (2) if such termination occurs prior to the first grant of options to the Employee in calendar year 1990, that the Employee would have received a grant of options to purchase the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in calendar year 1989, and, if such termination occurs thereafter, that the Employee would have continued receiving annual grants of options to purchase a number of shares of and/or stock appreciation rights in the Company’s common stock equal to the number of shares which the Employee is entitled to purchase under the option or options same amount that the Employee received in the calendar year in which the Employee lasts last received options to purchase Company common and/or stock appreciation rights (assuming for the purpose of this paragraph that such options or appreciation rights are exercisable in full and excluding options granted in calendar year 1989 and 1990), full) and calculated on the assumption that such options or appreciation rights were granted to the Employee at the beginning of each calendar year during such 3624-month period at the same time and at the same exercise price as the option to purchase Company common stock which is options or appreciation rights first granted to any other senior executive of the Company during each such year; provided, however, that if the Employee was granted an option to purchase Company common stock or appreciation right during the calendar year in which his employment terminates and prior to such termination of employment, no additional payments shall be made to him under this paragraph 9(a)(iv)(2) with respect to such calendar year; further provided, that for purposes of this paragraph 9(a)(iv)(2)paragraph, the spread shall be calculated based on the closing price of the Company’s 's common stock on the last business day of such 3624-month period; period and further provided, that if such 3624-month period does not end with the month of December, the payment to the Employee under this paragraph 9(a)(iv)(2) with respect to the calendar year in which such 36-24- month period ends shall be multiplied by a fraction, the numerator of which is the number of months of the 3624-month period in such year and the denominator of which is twelve. Any payment to For the Employee under this paragraph 9(a)(iv)(2) shall be made within five (5) business days after the expiration of such 36-month period unless delayed pursuant to the following paragraph. For purposes purpose of this paragraph 9paragraph, the term “"spread” " means the excess, if any, of the closing price on a national stock exchange (or if the stock is no longer traded on a national stock exchange, any regional or over-the-counter exchange on which it is traded) of the Company’s 's stock multiplied by the number of the shares of Company common stock subject to a stock optionoption or the number of stock appreciation rights, over the option exercise price for such optionoption or appreciation right. Notwithstanding anything to the contrary in this paragraph 9(a)(iv)(2Section 9(d), if as of the applicable calculation date, the Company’s 's common stock is no longer traded on any national, regional or over-the-counter stock exchange, the fair market value of the Company’s 's common stock for purposes of determining the amount of spread shall be the amount agreed to by the Employee and the Company. However, if the Employee and the Company are not able to agree on a fair market value within ten (10) 45 days after the date payment is due to be made to the Employee under this paragraph 9(a)(iv)(2Section 9(d), the fair market value of a share of the Company’s 's common stock shall be determined by a qualified and independent appraiser selected by the Assistant Regional director Director of the American Arbitration Association of Phoenix, Arizona, or his delegate. Such appraiser shall deliver its final report to the Company and the Employee immediately upon completion. The determination of the appraiser shall be final and binding on all parties and shall include interest on such amount computed from the date payment is due at such rate as determined by the arbitrator. Any payment to the Employee under paragraph 9(a)(iv)(2Section 9(d), which was delayed pending such appraisal, shall be made within five (5) 5 business days after the appraiser delivers its report to the Company and the Employee. All fees, costs and expenses associated with such appraisal (including those of the arbitrator) shall be paid by the Company. (be) To the extent not otherwise paid or payable under this Agreement or the 1994 Omnibus Stock and Incentive Plan or any successor plan (the "Plan"), the present value of any awards made to the Employee under the Plan which are outstanding at the time of the Employee's Termination (whether vested or not), assuming, for the purpose of this paragraph, that any contingencies or performance goals related to such awards are fully achieved at the 100 percent level. (f) For purposes of calculating the lump sum cash payments provided by paragraphs 9(a)(i) through (iv9(b), (c), (d) and (e) above, present value shall be determined by using a discount factor equal to one percentage point below the Prime Rate, compounded annually. The “"Prime Rate” " shall be the base rate on corporate loans at large U.S. money center commercial banks as reported in The the Wall Street Journal (or, if such rate is no longer published, such other base rate on corporate loans by large money center commercial banks in the United States to their most credit-credit worthy customers as published by any newspaper or periodical of general circulation) as of the date on which termination shall have occurred. (c) For a period of 36 months (commencing with the month in which termination shall have occurred), the Employee shall continue to be entitled to all employee benefits provided for in paragraphs 5(c)(iv) through (vi), above, as if the Employee were still employed during such period under this Agreement, with benefits based upon the compensation used to calculate the payments provided by paragraph 9(a) above, and if and to the extent that such benefits shall not be payable or provided under any such plan, the Company shall pay or provide such benefits on an individual basis. The benefits provided for in paragraph 5(c)(vi), above, in accordance with this paragraph 9(c) shall be secondary to any comparable benefits provided by another employer. (d) Notwithstanding the termination of the Employee, in the event a Change in Control occurs prior to a vote of the shareholders of the Company on the approval of the UNITIL Stock Option Plan, as approved by the Board of Directors of the Company on January 17, 1989, then, within five (5) business days of such Change in Control, the Company shall pay to the Employee a lump sum cash amount equal to the economic benefit that the Employee would have received on any Company stock options granted subject to shareholder approval, had the shareholders approved such Plan, including any associated dividend equivalents, assuming that the options remained unexercised until the day preceding the expiration of such plan, based on assumptions determined by the Compensation Committee upon the advice of an independent financial advisor. (i) In the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor thereto) or comparable state or local tax or any interest or penalties with respect to such excise tax or comparable state or local tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”). The Gross-Up Payment shall be equal to the sum of the Excise Tax and all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon the Gross-Up Payment. (ii) If the Employee determines that a Gross-Up Payment is required, the Employee shall so notify the Company in writing, specifying the amount of Gross-Up Payment required and details as to the calculation thereof. The Company shall within 30 days either pay such Gross-Up Payment (net of applicable wage withholding) to the Employee or furnish an unqualified opinion from Independent Tax Counsel (as defined below), addressed to the Employee and the Company, that there is substantial authority (within the meaning of section 6661 of the Code) for the position that no Gross-Up Payment is required. “Independent Tax Counsel” means a lawyer with expertise in the area of executive compensation tax law, who shall be selected by the Employee and shall be reasonable acceptable to the Company, and whose fees and disbursements shall be paid by the Company.

Payments Upon Termination of Employment. (a) In the event of any termination of the Employee’s employment hereunder (i) by the Employee Executive pursuant to paragraph 8(c) and 8(dParagraph 7(c) above, or (ii) in the event the Executive's employment under this Agreement is terminated by the Company for any reason other than one of those specified in paragraph 8(a), 8(bParagraphs 7(a) or 8(e7(b) above, then, within five (5) business days after such termination (except as provided in paragraph 9(s)(iv)(2)) the Company shall pay to the Employee the following amounts, and shall provide the Employee and the dependents, beneficiaries and estate of the Employee with the followingshall, as liquidated damages or severance pay, or both, promptly pay to the Executive and provide the Executive and the dependents, beneficiaries and estate of the Executive as follows: (ia) A The Company shall pay the Executive, at his option, either as a lump sum or in equal monthly installments over the unexpired portion of the term of employment provided for in Paragraph 3(a) above, a cash amount equal to the present value of the product obtained by multiplying excess of (li) the monthly amount of the salary and one-twelfth the annual bonus provided for in paragraphs 5(a) and 5(bParagraph 4(a) above, which was being paid by the Company to the Employee as in effect at the time of such termination, by for a period of 12 months (2commencing with the month in which termination shall have occurred) 36; less the amounts, if any, the Executive would have paid in cash in respect of employee benefits provided for in Paragraph 4(c)(iv) above if the Executive were still employed, over (ii) A the amounts, if any, paid to the Executive pursuant to any severance or termination pay program or arrangement of the Company or any of its subsidiaries. (b) The Company shall also pay the Executive a lump sum cash amount equal to the present value of the excess of (1i) the aggregate benefit that would have been paid under the Retirement Program described in paragraph 5(c)(i), above, 4(c)(i) above as in effect on the date of this Agreement. If first above written, if the Employee Executive had continued to be employed and to be entitled to service credit for eligibility and benefit purposes during the 36-unexpired portion of the term of (a) above, at an annual rate of compensation equal to that used to calculate the payments provided by Paragraph 8(a) above, calculated on the basis of the higher of the Executive's salary for the 12 months immediately preceding the month period immediately following in which termination shall have occurred or the compensation amount used in the benefit formula under said Retirement Program, and assuming that the Executive is fully vested in such terminationbenefit, over or (2ii) the aggregate benefit actually payable under the Retirement Program and any successor retirement program of the CompanyCompany consisting of a tax-qualified pension plan and a related excess benefit plan. For purposes In clarification of such calculationthe immediately preceding sentence, the following assumptions aggregate benefit that would have been paid under the Retirement Program shall apply: be calculated as of the normal or early retirement date for which the Executive would have qualified, assuming the Executive were still employed on that date and were fully vested in such benefit, and which would produce the highest present value. (1c) The Company shall also pay the Executive a lump sum cash amount equal to the present value of the aggregate contributions or payments, if any, that would have been made by the Employee would continue Company or any of its subsidiaries under the Thrift and Savings Program described in Paragraph 4(c)(ii) above, or any successor program of the Company in effect on the date on which termination shall have occurred, if the Executive had continued to be compensated employed, and to participate in the Thrift and Savings Program or such successor program to the same extent as the Executive participated for the last month during which the Executive was permitted to participate, during the 36 month period following termination unexpired portion of the term of employment provided for in Paragraph 3(a) above, at an annual rate of compensation equal to that used to calculate the payments provided by paragraph 9(ain Paragraph 8(a) above, calculated on the basis of the compensation amount used in the benefit formula under the Retirement Program; (2) that the Employee is fully vested in the benefit payable under the Retirement Program; and (3) that the aggregate benefit that would have been paid under the Retirement Program is as of either the normal or early retirement date for which the Employee would have qualified, if the Employee were still employed on that date, whichever would produce the highest present value amount payable under this paragraph; and (4) that for purposes of the calculation of the lump sum cash amount as described herein it will be assumed that the Employee would receive aggregate retirement benefits for a period to be determined by an actuarial analysis in accordance with the standard assumptions used in providing annual funding for the Company’s normal Retirement Program. (iii) A lump sum cash amount equal to the present value of the contributions which would have been made by the Company or any subsidiary of the Company to the Employee’s account pursuant to any savings or thrift plan maintained by the Company or any subsidiary of the Company in which the Employee was participating immediately prior to such termination, calculated as if the Employee had continued to be employed and to be entitled to such contributions during the 36-month period immediately following such termination, at a rate of contribution equal to that made by the Company or any subsidiary of the Company during the most recent contribution period preceding such termination; and (iv) A lump sum cash amount equal to (1) the economic benefit that the Employee would have received on any outstanding Company stock options, including any associated dividend equivalents, assuming such options remained unexercised until the day preceding the expiration of the grant on such options, based on assumptions determined by the Compensation Committee upon advice of an independent financial advisor and (2) the spread on any Company stock options which would have been granted to the Employee during the 36-month period immediately following such termination. For purposes of paragraph 9(a)(iv)(2) hereof, the following assumptions shall apply: (1) that the Employee continued to be employed during such 36-month period, and (2) if such termination occurs prior to the first grant of options to the Employee in calendar year 1990, that the Employee would have received a grant of options to purchase the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in calendar year 1989, and, if such termination occurs thereafter, that the Employee would have continued receiving annual grants of options to purchase a number of shares of the Company’s common stock equal to the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in the calendar year in which the Employee lasts received options to purchase Company common stock (assuming such options are exercisable in full and excluding options granted in calendar year 1989 and 1990), and calculated on the assumption that such options were granted to the Employee at the beginning of each calendar year during such 36-month period at the same time and at the same exercise price as the option to purchase Company common stock which is first granted to any other senior executive of the Company during each such year; provided, however, that if the Employee was granted an option to purchase Company common stock during the calendar year in which his employment terminates and prior to such termination of employment, no additional payments shall be made to him under this paragraph 9(a)(iv)(2) with respect to such calendar year; further provided, that for purposes of this paragraph 9(a)(iv)(2), the spread shall be calculated based on the closing price of the Company’s common stock on the last business day of such 36-month period; and further provided, that if such 36-month period does not end with the month of December, the payment to the Employee under this paragraph 9(a)(iv)(2) with respect to the calendar year in which such 36-month period ends shall be multiplied by a fraction, the numerator of which is the number of months of the 36-month period in such year and the denominator of which is twelve. Any payment to the Employee under this paragraph 9(a)(iv)(2) shall be made within five (5) business days after the expiration of such 36-month period unless delayed pursuant to the following paragraph. For purposes of this paragraph 9, the term “spread” means the excess, if any, of the closing price on a national stock exchange (or if the stock is no longer traded on a national stock exchange, any regional or over-the-counter exchange on which it is traded) of the Company’s stock multiplied by the number of the shares of Company common stock subject to a stock option, over the option exercise price for such option. Notwithstanding anything to the contrary in this paragraph 9(a)(iv)(2), if as of the applicable calculation date, the Company’s common stock is no longer traded on any national, regional or over-the-counter stock exchange, the fair market value of the Company’s common stock for purposes of determining the amount of spread shall be the amount agreed to by the Employee and the Company. However, if the Employee and the Company are not able to agree on a fair market value within ten (10) days after the date payment is due to be made to the Employee under this paragraph 9(a)(iv)(2), the fair market value of a share of the Company’s common stock shall be determined by a qualified and independent appraiser selected by the Assistant Regional director of the American Arbitration Association or his delegate. Such appraiser shall deliver its final report to the Company and the Employee immediately upon completion. The determination of the appraiser shall be final and binding on all parties and shall include interest on such amount computed from the date payment is due at such rate as determined by the arbitrator. Any payment to the Employee under paragraph 9(a)(iv)(2), which was delayed pending such appraisal, shall be made within five (5) business days after the appraiser delivers its report to the Company and the Employee. All fees, costs and expenses associated with such appraisal (including those of the arbitrator) shall be paid by the Company. (bd) For purposes of calculating the lump sum such cash payments provided by paragraphs 9(a)(i) through (ivin Paragraphs 8(a), (b) and (c) above, present value shall be determined by using a discount factor equal to one percentage point below the Prime Rate, compounded annually. The “Prime Rate” shall be the base prime rate on corporate loans at large U.S. money center commercial banks as reported published in The Wall Street Journal (or, if such rate is no longer published, such other base rate on corporate loans by large money center commercial banks in the United States to their most credit-worthy customers as published by any newspaper or periodical of general circulation) as of the date on which termination shall have occurred. (ce) For a period of 36 24 months (commencing with the month in which termination shall have occurred), the Employee Executive shall continue to be entitled to all employee benefits provided for in paragraphs 5(c)(ivparagraph 4(c)(iv) through (vi), above, as if the Employee Executive were still employed during such period under this Agreement, with benefits based upon the compensation used to calculate the payments provided by paragraph 9(aParagraph 8(a) above, and if and to the extent that such benefits shall not be payable or provided under any such plan, the Company shall pay or provide such benefits on an individual basis. The medical, dental, health and welfare benefits provided for in paragraph 5(c)(vi), Paragraph 4(c)(iv) above, in accordance with this paragraph 9(cParagraph 8(e) shall be secondary to any comparable benefits provided by another employer. (d) Notwithstanding the termination employer provided that an appropriate refund is made of the Employee, any reduction in the event a Change in Control occurs prior to a vote of the shareholders of the Company on the approval of the UNITIL Stock Option Plan, as approved by the Board of Directors of the Company on January 17, 1989, then, within five (5) business days of such Change in Control, the Company shall pay to the Employee a lump sum cash amount equal to the economic benefit that the Employee would have received on any Company stock options granted subject to shareholder approval, had the shareholders approved such Plan, including any associated dividend equivalents, assuming that the options remained unexercised until the day preceding the expiration of such plan, based on assumptions determined by the Compensation Committee upon the advice of an independent financial advisor. (i) In the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), Paragraph 9(a)(i) which had assumed that such benefits would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor thereto) or comparable state or local tax or any interest or penalties with respect to such excise tax or comparable state or local tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”). The Gross-Up Payment shall be equal to the sum of the Excise Tax and all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon the Gross-Up Paymentprimary. (ii) If the Employee determines that a Gross-Up Payment is required, the Employee shall so notify the Company in writing, specifying the amount of Gross-Up Payment required and details as to the calculation thereof. The Company shall within 30 days either pay such Gross-Up Payment (net of applicable wage withholding) to the Employee or furnish an unqualified opinion from Independent Tax Counsel (as defined below), addressed to the Employee and the Company, that there is substantial authority (within the meaning of section 6661 of the Code) for the position that no Gross-Up Payment is required. “Independent Tax Counsel” means a lawyer with expertise in the area of executive compensation tax law, who shall be selected by the Employee and shall be reasonable acceptable to the Company, and whose fees and disbursements shall be paid by the Company.

Payments Upon Termination of Employment. (a) In the event of --------------------------------------- any termination of the Employee’s employment hereunder (i) by the Employee Executive pursuant to paragraph 8(c) and 8(dParagraph 7(c) above, or (ii) in the event the Executive's employment under this Agreement is terminated by the Company for any reason other than one of those specified in paragraph 8(a), 8(bParagraphs 7(a) or 8(e7(b) above, then, within five (5) business days after such termination (except as provided in paragraph 9(s)(iv)(2)) the Company shall pay to the Employee the following amounts, and shall provide the Employee and the dependents, beneficiaries and estate of the Employee with the followingshall, as liquidated damages or severance pay, or both, promptly pay to the Executive and provide the Executive and the dependents, beneficiaries and estate of the Executive as follows: (ia) A The Company shall pay the Executive, at his option, either as a lump sum or in equal monthly installments over the unexpired portion of the term of employment provided for in Paragraph 3(a) above, a cash amount equal to the present value of the product obtained by multiplying excess of (li) the monthly amount salary provided in Paragraph 4(a) above, including the increases therein provided, for the unexpired portion of the salary and one-twelfth the annual bonus term of employment provided for in paragraphs 5(aParagraph 3(a) and 5(babove (commencing with the month in which termination shall have occurred) aboveless the amounts, which was being if any, the Executive would have paid by in cash in respect of employee benefits provided for in Paragraph 4(c)(v) above if the Company to the Employee at the time of such terminationExecutive were still employed, by (2) 36; over (ii) A the amounts, if any, paid to the Executive pursuant to any severance or termination pay program or arrangement of the Company or any of its subsidiaries, provided, however, that in the event such termination occurs following a Change in Control (as defined in Paragraph 14(a)), then the amount paid hereunder shall instead equal 2 times the Executive's annual salary. (b) The Company shall also pay the Executive a lump sum cash amount equal to the present value of the excess of (1i) the aggregate benefit that would have been paid under the Retirement Program described in paragraph 5(c)(i), above, Paragraph 4(c)(i) above as in effect on the date of this Agreement. If first above written, if the Employee Executive had continued to be employed and to be entitled to service credit for eligibility and benefit purposes during the 36-month period immediately following such termination, over (2) the aggregate benefit actually payable under the Retirement Program and any successor retirement program of the Company. For purposes of such calculation, the following assumptions shall apply: (1) that the Employee would continue to be compensated during the 36 month period following termination at an annual rate of compensation equal to that used to calculate the payments provided by paragraph 9(aParagraph 8(a) above, calculated on and to be entitled to service credit for eligibility and benefit purposes during the basis unexpired portion of the compensation amount used term of employment provided for in Paragraph Retirement Program and any successor retirement program of the Company consisting of a tax qualified pension plan and a related excess benefit formula under plan. In clarification of the Retirement Program; (2) that the Employee is fully vested in the benefit payable under the Retirement Program; and (3) that immediately preceding sentence, the aggregate benefit that would have been paid under the Retirement Program is shall be calculated as of either the normal or early retirement date for which the Employee Executive would have qualified, if assuming the Employee Executive were still employed on that datedate and were fully vested in such benefit, whichever and which would produce the highest present value amount payable under this paragraph; and (4) that for purposes of the calculation of the lump sum cash amount as described herein it will be assumed that the Employee would receive aggregate retirement benefits for a period to be determined by an actuarial analysis in accordance with the standard assumptions used in providing annual funding for the Company’s normal Retirement Programvalue. (iiic) A The Company shall also pay the Executive a lump sum cash amount equal to the present value of the aggregate contributions which or payments, if any, that would have been made by the Company or any subsidiary of its subsidiaries under the Company to the Employee’s account pursuant to any savings or thrift plan maintained by the Company Thrift and Savings Program and Employee Stock Ownership Plan described in Paragraph 4(c)(ii) and (iii) above or any subsidiary successor program of the Company in effect on the date on which the Employee was participating immediately prior to such terminationtermination shall have occurred, calculated as if the Employee Executive had continued to be employed employed, and to be entitled participate in the Thrift and Savings Program and Employee Stock Ownership Plan or such successor programs to such contributions the same extent as the Executive participated for the last month during which the Executive was permitted to participate, during the 36-month period immediately following such termination, unexpired portion of the term of employment provided for in Paragraph 3(a) above at a an annual rate of contribution compensation equal to that made used to calculate the payments provided by the Company or any subsidiary of the Company during the most recent contribution period preceding such termination; and (ivParagraph 8(a) A lump sum cash amount equal to (1) the economic benefit that the Employee would have received on any outstanding Company stock options, including any associated dividend equivalents, assuming such options remained unexercised until the day preceding the expiration of the grant on such options, based on assumptions determined by the Compensation Committee upon advice of an independent financial advisor and (2) the spread on any Company stock options which would have been granted to the Employee during the 36-month period immediately following such termination. For purposes of paragraph 9(a)(iv)(2) hereof, the following assumptions shall apply: (1) that the Employee continued to be employed during such 36-month period, and (2) if such termination occurs prior to the first grant of options to the Employee in calendar year 1990, that the Employee would have received a grant of options to purchase the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in calendar year 1989, and, if such termination occurs thereafter, that the Employee would have continued receiving annual grants of options to purchase a number of shares of the Company’s common stock equal to the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in the calendar year in which the Employee lasts received options to purchase Company common stock (assuming such options are exercisable in full and excluding options granted in calendar year 1989 and 1990), and calculated on the assumption that such options were granted to the Employee at the beginning of each calendar year during such 36-month period at the same time and at the same exercise price as the option to purchase Company common stock which is first granted to any other senior executive of the Company during each such year; provided, however, that if the Employee was granted an option to purchase Company common stock during the calendar year in which his employment terminates and prior to such termination of employment, no additional payments shall be made to him under this paragraph 9(a)(iv)(2) with respect to such calendar year; further provided, that for purposes of this paragraph 9(a)(iv)(2), the spread shall be calculated based on the closing price of the Company’s common stock on the last business day of such 36-month period; and further provided, that if such 36-month period does not end with the month of December, the payment to the Employee under this paragraph 9(a)(iv)(2) with respect to the calendar year in which such 36-month period ends shall be multiplied by a fraction, the numerator of which is the number of months of the 36-month period in such year and the denominator of which is twelve. Any payment to the Employee under this paragraph 9(a)(iv)(2) shall be made within five (5) business days after the expiration of such 36-month period unless delayed pursuant to the following paragraph. For purposes of this paragraph 9, the term “spread” means the excess, if any, of the closing price on a national stock exchange (or if the stock is no longer traded on a national stock exchange, any regional or over-the-counter exchange on which it is traded) of the Company’s stock multiplied by the number of the shares of Company common stock subject to a stock option, over the option exercise price for such option. Notwithstanding anything to the contrary in this paragraph 9(a)(iv)(2), if as of the applicable calculation date, the Company’s common stock is no longer traded on any national, regional or over-the-counter stock exchange, the fair market value of the Company’s common stock for purposes of determining the amount of spread shall be the amount agreed to by the Employee and the Company. However, if the Employee and the Company are not able to agree on a fair market value within ten (10) days after the date payment is due to be made to the Employee under this paragraph 9(a)(iv)(2), the fair market value of a share of the Company’s common stock shall be determined by a qualified and independent appraiser selected by the Assistant Regional director of the American Arbitration Association or his delegate. Such appraiser shall deliver its final report to the Company and the Employee immediately upon completion. The determination of the appraiser shall be final and binding on all parties and shall include interest on such amount computed from the date payment is due at such rate as determined by the arbitrator. Any payment to the Employee under paragraph 9(a)(iv)(2), which was delayed pending such appraisal, shall be made within five (5) business days after the appraiser delivers its report to the Company and the Employee. All fees, costs and expenses associated with such appraisal (including those of the arbitrator) shall be paid by the Companyabove. (bd) For purposes of calculating the lump sum cash payments provided by paragraphs 9(a)(i) through (ivParagraphs 8(a), (b) and (c) above, present value shall be determined by using a discount factor equal to one percentage point below the Prime Rate, compounded annually. The “Prime Rate” shall be the base prime rate on corporate loans at large U.S. money center commercial banks as reported published in The Wall Street Journal (or, if such rate is no longer published, such other base rate on corporate loans by large money center commercial banks in the United States to their most credit-worthy customers as published by any newspaper or periodical of general circulation) as of the date on which termination shall have occurred. (ce) For a period of 36 24 months (commencing with the month in which termination shall have occurred), the Employee Executive shall continue to be entitled to all employee benefits provided for in paragraphs 5(c)(ivParagraph 4(c)(v) through (vi), aboveabove as may be in effect on the date of termination, as if the Employee Executive were still employed during such period under this Agreement, with benefits based upon the compensation used to calculate the payments provided by paragraph 9(aParagraph 8(a) above, and if and to the extent that such benefits shall not be payable or provided under any such plan, the Company shall pay or provide such benefits on an individual basis. The medical, dental, health and welfare benefits provided for in paragraph 5(c)(vi), Paragraph 4(c)(v) above, in accordance with this paragraph 9(cParagraph 8(e) shall be secondary to any comparable benefits provided by another employeremployer provided that an appropriate refund is made of any reduction in the amount paid pursuant to Paragraph 8(a)(i) which had assumed that such benefits would be primary. (df) Notwithstanding the termination of the Employee, in the event a Change in Control occurs prior to a vote of the shareholders of the Company on the approval of the UNITIL Stock Option Plan, as approved by the Board of Directors of the Company on January 17, 1989, then, within five (5) business days of such Change in Control, the Company shall pay to the Employee a lump sum cash amount equal to the economic benefit that the Employee would have received on any Company All stock options granted subject to shareholder approval, had the shareholders approved such Plan, including any associated dividend equivalents, assuming that the options remained unexercised until the day preceding the expiration of such plan, based on assumptions determined by the Compensation Committee upon the advice of an independent financial advisor. (i) In the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable Executive pursuant to the terms of this Agreement or otherwise (a “Payment”)Company's stock option plan shall become immediately vested and exercisable, would be subject to the excise tax imposed extent permitted by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor thereto) or comparable state or local tax or any interest or penalties with respect to such excise tax or comparable state or local tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”). The Gross-Up Payment shall be equal to the sum of the Excise Tax and all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon the Gross-Up Paymentsaid plan. (ii) If the Employee determines that a Gross-Up Payment is required, the Employee shall so notify the Company in writing, specifying the amount of Gross-Up Payment required and details as to the calculation thereof. The Company shall within 30 days either pay such Gross-Up Payment (net of applicable wage withholding) to the Employee or furnish an unqualified opinion from Independent Tax Counsel (as defined below), addressed to the Employee and the Company, that there is substantial authority (within the meaning of section 6661 of the Code) for the position that no Gross-Up Payment is required. “Independent Tax Counsel” means a lawyer with expertise in the area of executive compensation tax law, who shall be selected by the Employee and shall be reasonable acceptable to the Company, and whose fees and disbursements shall be paid by the Company.

Payments Upon Termination of Employment. (a) In the event of any termination of the Employee’s employment hereunder (i) by the Employee Executive pursuant to paragraph 8(c) and 8(dParagraph 7(c) above, or (ii) in the event the Executive's employment under this Agreement is terminated by the Company for any reason other than one of those specified in paragraph 8(a), 8(bParagraphs 7(a) or 8(e7(b) above, then, within five (5) business days after such termination (except as provided in paragraph 9(s)(iv)(2)) the Company shall shall, as liquidated damages or 7 severance pay, or both, promptly pay to the Employee the following amounts, Executive and shall provide the Employee Executive and the dependents, beneficiaries and estate of the Employee with the following, Executive as liquidated damages or severance pay, or bothfollows: (ia) A The Company shall pay the Executive, at his option, either as a lump sum or in equal monthly installments over the unexpired portion of the term of employment provided for in Paragraph 3(a) above, a cash amount equal to the present value of the product obtained by multiplying excess of (li) the monthly amount of the salary and one-twelfth the annual bonus provided for in paragraphs 5(a) and 5(bParagraph 4(a) above, which was being paid by the Company to the Employee as in effect at the time of such termination, by for a period of 12 months (2commencing with the month in which termination shall have occurred) 36; less the amounts, if any, the Executive would have paid in cash in respect of employee benefits provided for in Paragraph 4(c)(iv) above if the Executive were still employed, over (ii) A the amounts, if any, paid to the Executive pursuant to any severance or termination pay program or arrangement of the Company or any of its subsidiaries. (b) The Company shall also pay the Executive a lump sum cash amount equal to the present value of the excess of (1i) the aggregate benefit that would have been paid under the Retirement Program described in paragraph 5(c)(i), above, 4(c)(i) above as in effect on the date of this Agreement. If first above written, if the Employee Executive had continued to be employed and to be entitled to service credit for eligibility and benefit purposes during the 36-unexpired portion of the term of employment (a) above, at an annual rate of compensation equal to that used to calculate the payments provided by (a) above, calculated on the basis of the higher of the Executive's salary for the 12 months immediately preceding the month period immediately following in which termination shall have occurred or the compensation amount used in the benefit formula under said Retirement Program, and assuming that the Executive is fully vested in such terminationbenefit, over or (2ii) the aggregate benefit actually payable under the Retirement Program and any successor retirement program of the Company. For purposes of such calculation, the following assumptions shall apply: (1) that the Employee would continue to be compensated during the 36 month period following termination at an annual rate of compensation equal to that used to calculate the payments provided by paragraph 9(a) above, calculated on the basis of the compensation amount used in the benefit formula under the Retirement Program; (2) that the Employee is fully vested in the benefit payable under the Retirement Program; and (3) that the aggregate benefit that would have been paid under the Retirement Program is as of either the normal or early retirement date for which the Employee would have qualified, if the Employee were still employed on that date, whichever would produce the highest present value amount payable under this paragraph; and (4) that for purposes of the calculation of the lump sum cash amount as described herein it will be assumed that the Employee would receive aggregate retirement benefits for a period to be determined by an actuarial analysis in accordance with the standard assumptions used in providing annual funding for the Company’s normal Retirement Program. (iii) A lump sum cash amount equal to the present value of the contributions which would have been made by the Company or any subsidiary of the Company to the Employee’s account pursuant to any savings or thrift plan maintained by the Company or any subsidiary of the Company in which the Employee was participating immediately prior to such termination, calculated as if the Employee had continued to be employed and to be entitled to such contributions during the 36-month period immediately following such termination, at a rate of contribution equal to that made by the Company or any subsidiary of the Company during the most recent contribution period preceding such termination; and (iv) A lump sum cash amount equal to (1) the economic benefit that the Employee would have received on any outstanding Company stock options, including any associated dividend equivalents, assuming such options remained unexercised until the day preceding the expiration of the grant on such options, based on assumptions determined by the Compensation Committee upon advice of an independent financial advisor and (2) the spread on any Company stock options which would have been granted to the Employee during the 36-month period immediately following such termination. For purposes of paragraph 9(a)(iv)(2) hereof, the following assumptions shall apply: (1) that the Employee continued to be employed during such 36-month period, and (2) if such termination occurs prior to the first grant of options to the Employee in calendar year 1990, that the Employee would have received a grant of options to purchase the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in calendar year 1989, and, if such termination occurs thereafter, that the Employee would have continued receiving annual grants of options to purchase a number of shares of the Company’s common stock equal to the number of shares which the Employee is entitled to purchase under the option or options that the Employee received in the calendar year in which the Employee lasts received options to purchase Company common stock (assuming such options are exercisable in full and excluding options granted in calendar year 1989 and 1990), and calculated on the assumption that such options were granted to the Employee at the beginning of each calendar year during such 36-month period at the same time and at the same exercise price as the option to purchase Company common stock which is first granted to any other senior executive of the Company during each such year; provided, however, that if the Employee was granted an option to purchase Company common stock during the calendar year in which his employment terminates and prior to such termination of employment, no additional payments shall be made to him under this paragraph 9(a)(iv)(2) with respect to such calendar year; further provided, that for purposes of this paragraph 9(a)(iv)(2), the spread shall be calculated based on the closing price of the Company’s common stock on the last business day of such 36-month period; and further provided, that if such 36-month period does not end with the month of December, the payment to the Employee under this paragraph 9(a)(iv)(2) with respect to the calendar year in which such 36-month period ends shall be multiplied by a fraction, the numerator of which is the number of months of the 36-month period in such year and the denominator of which is twelve. Any payment to the Employee under this paragraph 9(a)(iv)(2) shall be made within five (5) business days after the expiration of such 36-month period unless delayed pursuant to the following paragraph. For purposes of this paragraph 9, the term “spread” means the excess, if any, of the closing price on a national stock exchange (or if the stock is no longer traded on a national stock exchange, any regional or over-the-counter exchange on which it is traded) of the Company’s stock multiplied by the number of the shares of Company common stock subject to a stock option, over the option exercise price for such option. Notwithstanding anything to the contrary in this paragraph 9(a)(iv)(2), if as of the applicable calculation date, the Company’s common stock is no longer traded on any national, regional or over-the-counter stock exchange, the fair market value of the Company’s common stock for purposes of determining the amount of spread shall be the amount agreed to by the Employee and the Company. However, if the Employee and the Company are not able to agree on a fair market value within ten (10) days after the date payment is due to be made to the Employee under this paragraph 9(a)(iv)(2), the fair market value consisting of a share of the Company’s common stock shall be determined by tax-qualified pension plan and a qualified and independent appraiser selected by the Assistant Regional director of the American Arbitration Association or his delegate. Such appraiser shall deliver its final report to the Company and the Employee immediately upon completion. The determination of the appraiser shall be final and binding on all parties and shall include interest on such amount computed from the date payment is due at such rate as determined by the arbitrator. Any payment to the Employee under paragraph 9(a)(iv)(2), which was delayed pending such appraisal, shall be made within five (5) business days after the appraiser delivers its report to the Company and the Employee. All fees, costs and expenses associated with such appraisal (including those of the arbitrator) shall be paid by the Company. (b) For purposes of calculating the lump sum cash payments provided by paragraphs 9(a)(i) through (iv), above, present value shall be determined by using a discount factor equal to one percentage point below the Prime Rate, compounded annually. The “Prime Rate” shall be the base rate on corporate loans at large U.S. money center commercial banks as reported in The Wall Street Journal (or, if such rate is no longer published, such other base rate on corporate loans by large money center commercial banks in the United States to their most credit-worthy customers as published by any newspaper or periodical of general circulation) as of the date on which termination shall have occurred. (c) For a period of 36 months (commencing with the month in which termination shall have occurred), the Employee shall continue to be entitled to all employee benefits provided for in paragraphs 5(c)(iv) through (vi), above, as if the Employee were still employed during such period under this Agreement, with benefits based upon the compensation used to calculate the payments provided by paragraph 9(a) above, and if and to the extent that such benefits shall not be payable or provided under any such plan, the Company shall pay or provide such benefits on an individual basis. The benefits provided for in paragraph 5(c)(vi), above, in accordance with this paragraph 9(c) shall be secondary to any comparable benefits provided by another employer. (d) Notwithstanding the termination of the Employee, in the event a Change in Control occurs prior to a vote of the shareholders of the Company on the approval of the UNITIL Stock Option Plan, as approved by the Board of Directors of the Company on January 17, 1989, then, within five (5) business days of such Change in Control, the Company shall pay to the Employee a lump sum cash amount equal to the economic related excess benefit that the Employee would have received on any Company stock options granted subject to shareholder approval, had the shareholders approved such Plan, including any associated dividend equivalents, assuming that the options remained unexercised until the day preceding the expiration of such plan, based on assumptions determined by the Compensation Committee upon the advice of an independent financial advisor. (i) In the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor thereto) or comparable state or local tax or any interest or penalties with respect to such excise tax or comparable state or local tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”). The Gross-Up Payment shall be equal to the sum of the Excise Tax and all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon the Gross-Up Payment. (ii) If the Employee determines that a Gross-Up Payment is required, the Employee shall so notify the Company in writing, specifying the amount of Gross-Up Payment required and details as to the calculation thereof. The Company shall within 30 days either pay such Gross-Up Payment (net of applicable wage withholding) to the Employee or furnish an unqualified opinion from Independent Tax Counsel (as defined below), addressed to the Employee and the Company, that there is substantial authority (within the meaning of section 6661 of the Code) for the position that no Gross-Up Payment is required. “Independent Tax Counsel” means a lawyer with expertise in the area of executive compensation tax law, who shall be selected by the Employee and shall be reasonable acceptable to the Company, and whose fees and disbursements shall be paid by the Company.8