Common use of Successors; Binding Agreement, Assignment Clause in Contracts

Successors; Binding Agreement, Assignment. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as used in this Agreement, shall mean (i) the Company (as defined above), and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s 's employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as As used in this Agreement, "Company" shall mean (i) the Company (as defined above)hereinbefore defined, and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s 's business or assets which executes and delivers an agreement provided for in this Section 13(a10(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s 's personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s 's estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) ), to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to expresslyExecutive, absolutely and unconditionally to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with compensation from the Company or such successor in the same amount and on the same terms as Executive would be entitled hereunder if Executive terminated his employment after a Change in Control for Good Reason immediately prior to or at Reason, except that for purposes of implementing the foregoing, the date on which any time after such successionsuccession becomes effective shall be deemed the Termination Date. Upon and following the assumption of this Agreement by a successor, “Company,” as As used in this Agreement, “Company” shall mean (i) the Company (as hereinbefore defined above), and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s its business or and/or assets as aforesaid which executes and delivers an the agreement provided for in this Section 13(a5(i) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (bii) This Agreement is personal to Executive and Executive may not assign or transfer any part of his rights or duties hereunder, or any compensation due to him hereunder, to any other person. Notwithstanding the foregoing, this Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as used in this Agreement, shall mean (i) the Company (as defined above), and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a14(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as As used in this Agreement, the “Company” shall mean (i) the Company (as defined above)hereinbefore defined, and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the acquirer of all or substantially all of the business or assets of the CompanyCompany (whether directly or indirectly, by purchase of stock or assets, merger, consolidation or otherwise), by agreement in form and substance reasonably satisfactory to expresslythe Executive, absolutely and unconditionally to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of If the Company fails to obtain such agreement prior to the effectiveness effective date of any such succession, the Executive may terminate his or her employment with in thirty (30) days of such succession shall be and treat such termination as a material breach Breach by the Company and termination without cause on account of this Agreement and shall entitle a Change in Control entitling the Executive to terminate payments and benefits under Section 7 of this Agreement. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. (ii) This Agreement, and the Executive’s employment with rights and obligations hereunder, may not be assigned by the Company or such successor for Good Reason immediately prior to or at any time after such successionExecutive. Upon and following the assumption Any attempted assignment of this Agreement by a successor, “Company,” as used in this Agreement, the Executive shall mean (i) the Company (as defined above), be void and (ii) any successor to of no force or effect. This Agreement and all the stock rights of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If As used in this Section, the Executive should die while term the “Company” shall include The United Illuminating Company, UIL Holdings Corporation, and any amount would be payable to successor to, or acquirer of, the Executive hereunder if business or assets of the Executive had continued to live, Company that executes and delivers the agreement provided for in this Section (12)(c) or which otherwise becomes bound by all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms and provisions of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executiveoperation of law.

Successors; Binding Agreement, Assignment. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the acquirer of all or substantially all of the business or assets of the CompanyCompany (whether directly or indirectly, by purchase of stock or assets, merger, consolidation or otherwise), by agreement in form and substance reasonably satisfactory to expresslythe Executive, absolutely and unconditionally to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of If the Company fails to obtain such agreement prior to the effectiveness effective date of any such succession, the Executive may terminate his or her employment with in thirty (30) days of such succession shall be and treat such termination as a material breach Breach by the Company and termination without cause on account of this Agreement and shall entitle a Change in Control entitling the Executive to terminate payments and benefits under Section 7 of this Agreement. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. (ii) This Agreement, and the Executive’s employment with 's rights and obligations hereunder, may not be assigned by the Company or such successor for Good Reason immediately prior to or at any time after such successionExecutive. Upon and following the assumption Any attempted assignment of this Agreement by a successorthe Executive shall be void and of no force or effect. This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, “Company,” as executors, administrators, successors, heirs, distributees, devisees and legatees. As used in this AgreementSection, the term the "Company" shall mean (i) the Company (as defined above)include The United Illuminating Company, UIL Holdings Corporation, and (ii) any successor to all to, or acquirer of, the stock business or assets of the Company or to all or substantially all of the Company’s business or assets which that executes and delivers an the agreement provided for in this Section 13(a(13)(c) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the acquirer of all or substantially all of the business or assets of the CompanyCompany (whether directly or indirectly, by purchase of stock or assets, merger, consolidation or otherwise), by agreement in form and substance reasonably satisfactory to expresslythe Executive, absolutely and unconditionally to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of If the Company fails to obtain such agreement prior to the effectiveness effective date of any such succession, the Executive may terminate his or her employment with in thirty (30) days of such succession shall be and treat such termination as a material breach Breach by the Company and termination without cause on account of this Agreement and shall entitle a Change in Control entitling the Executive to terminate payments and benefits under Section 7 of this Agreement. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. (ii) This Agreement, and the Executive’s employment with 's rights and obligations hereunder, may not be assigned by the Company or such successor for Good Reason immediately prior to or at any time after such successionExecutive. Upon and following the assumption Any attempted assignment of this Agreement by a successorthe Executive shall be void and of no force or effect. This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, “Company,” as executors, administrators, successors, heirs, distributees, devisees and legatees. As used in this AgreementSection, the term the "Company" shall mean (i) the Company (as defined above)include The United Illuminating Company, UIL Holdings Corporation, and (ii) any successor to all to, or acquirer of, the stock business or assets of the Company or to all or substantially all of the Company’s business or assets which that executes and delivers an the agreement provided for in this Section 13(a(12)(c) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. 6.1 This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company, including without limitation, any person acquiring, directly or indirectly, all or substantially all of the assets of the Company, whether by merger, consolidation, sale or otherwise (a) The and such successor shall thereafter be deemed the “Company” for purposes of this Agreement. In addition to any obligations imposed by law upon any successor to the Company, to the extent not automatically transferred or assumed by operation of law, the Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement Company to expressly, absolutely and unconditionally expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as used in this Agreement, shall mean (i) the Company (as defined above), and (ii) any successor to all the stock of the Company or to all or substantially all of the . 6.2 The Company’s business or assets which executes and delivers an agreement provided for in obligations under this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the ExecutiveOfficer’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If the Executive should die Officer dies while any amount would still be payable to Officer hereunder (other than amounts which, by their terms, terminate upon the Executive hereunder death of Officer) if the Executive Officer had continued to live, all such amounts, unless otherwise provided herein, amounts shall be paid in accordance with the terms of this Agreement to the Executiveexecutors, personal representatives or administrators of Officer’s estate estate. 6.3 Except as otherwise provided herein or designated beneficiary. Neither by law, no right or interest of Officer under this Agreement nor shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including, without limitation, by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right arising hereunder may or interest of Officer under this Agreement shall be assigned subject to, any obligation or pledged by the Executiveliability of Officer.

Successors; Binding Agreement, Assignment. (a) a. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as used in this Agreement, shall mean (i) the Company (as defined above), and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a14(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) b. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement Company to expressly, absolutely and unconditionally expressly assume and agree in writing to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, provided that the Employee must be given the position as the Chief Technology Officer ("CTO") of such successor with the same authority, powers and responsibilities set forth in Section 1 hereof with respect to the subsidiary or subdivision which operates the business of the Company as it exists on the date of such business combination. Upon the date on which the Company becomes a wholly-owned subsidiary of Holdings, the Company shall be required to assign all of its rights and obligations hereunder to Holdings and Holdings shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it, provided that the Employee must be given the position as Chief Technology Officer of Holdings with the same authority, powers and responsibilities set forth in Section 1 hereof. Failure of the Company to obtain such express assumption and agreement at or prior to the effectiveness of any such succession or event shall be a material breach of this Agreement and shall entitle the Executive Employee to terminate the Executive’s employment with compensation and benefits from the Company or such successor for Good Reason immediately prior in the same amount and on the same terms to or at any time after such succession. Upon and following which the assumption of this Agreement by a successor, “Company,” as used in this Agreement, shall mean (i) the Company (as defined above), and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. If the Executive should die while any amount Employee would be payable to the Executive entitled hereunder if the Executive had continued to liveCompany terminated the Employee's employment without Cause, except that all such amounts, unless otherwise provided herein, shall options will be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiaryimmediately vested. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.For purposes of

Successors; Binding Agreement, Assignment. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s 's employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as As used in this Agreement, "Company shall mean (i) the Company (as defined above)hereinbefore defined, and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s 's business or assets which executes and delivers an agreement provided for in this Section 13(a7(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s 's personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate 's devisee, legatee or designated beneficiaryother designee or, if there be no such designee, to the Executive's estate. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as As used in this Agreement, the “Company” shall mean (i) the Company (as defined above)hereinbefore defined, and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s 's employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as As used in this Agreement, "Company" shall mean (i) the Company (as defined above)hereinbefore defined, and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s 's business or assets which executes and delivers an agreement provided for in this Section 13(a8(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s 's personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s 's estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the acquirer of all or substantially all of the business or assets of the CompanyCompany (whether directly or indirectly, by purchase of stock or assets, merger, consolidation or otherwise), by agreement in form and substance reasonably satisfactory to expresslythe Executive, absolutely and unconditionally to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of If the Company fails to obtain such agreement prior to the effectiveness effective date of any such succession, the Executive may terminate his or her employment with in thirty (30) days of such succession shall be and treat such termination as a material breach Breach by the Company and termination without cause on account of this Agreement and shall entitle a Change in Control entitling the Executive to terminate payments and benefits under Section 7 of this Agreement. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. (ii) This Agreement, and the Executive’s employment with rights and obligations hereunder, may not be assigned by the Company or such successor for Good Reason immediately prior to or at any time after such successionExecutive. Upon and following the assumption Any attempted assignment of this Agreement by a successor, “Company,” as used in this Agreement, the Executive shall mean (i) the Company (as defined above), be void and (ii) any successor to of no force or effect. This Agreement and all the stock rights of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If As used in this Section, the Executive should die while term the “Company” shall include The United Illuminating Company, UIL Holdings Corporation, and any amount would be payable to successor to, or acquirer of, the Executive hereunder if business or assets of the Executive had continued to live, Company that executes and delivers the agreement provided for in this Section (13)(c) or which otherwise becomes bound by all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms and provisions of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executiveoperation of law.

Successors; Binding Agreement, Assignment. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as As used in this Agreement, the “Company” shall mean (i) the Company (as defined above)hereinbefore defined, and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s 's business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as As used in this Agreement, “Company” shall mean (i) the Company (as defined above)hereinbefore defined, and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a9(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. . (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the acquirer of all or substantially all of the business or assets of the CompanyCompany (whether directly or indirectly, by purchase of stock or assets, merger, consolidation or otherwise), by agreement in form and substance reasonably satisfactory to expresslythe Executive, absolutely and unconditionally to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of If the Company fails to obtain such agreement prior to the effectiveness effective date of any such succession, the Executive may terminate his employment with in thirty (30) days of such succession shall be and treat such termination as a material breach Breach by the Company and termination without cause on account of this Agreement and shall entitle a Change in Control entitling the Executive to terminate payments and benefits under Section 7 of this Agreement. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. (ii) This Agreement, and the Executive’s employment with rights and obligations hereunder, may not be assigned by the Company or such successor for Good Reason immediately prior to or at any time after such successionExecutive. Upon and following the assumption Any attempted assignment of this Agreement by a successor, “Company,” as used in this Agreement, the Executive shall mean (i) the Company (as defined above), be void and (ii) any successor to of no force or effect. This Agreement and all the stock rights of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If As used in this Section, the Executive should die while term the “Company” shall include The United Illuminating Company, UIL Holdings Corporation, and any amount would be payable to successor to, or acquirer of, the Executive hereunder if business or assets of the Executive had continued to live, Company that executes and delivers the agreement provided for in this Section (13)(c) or which otherwise becomes bound by all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms and provisions of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executiveoperation of law.

Successors; Binding Agreement, Assignment. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as As used in this Agreement, “Company” shall mean (i) the Company (as defined above)hereinbefore defined, and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a8(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the acquirer of all or substantially all of the business or assets of the CompanyCompany (whether directly or indirectly, by purchase of stock or assets, merger, consolidation or otherwise), by agreement in form and substance reasonably satisfactory to expresslythe Executive, absolutely and unconditionally to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of If the Company fails to obtain such agreement prior to the effectiveness effective date of any such succession, the Executive may terminate her employment within thirty (30) days of such succession shall be and treat such termination as a material breach Breach by the Company and termination without cause on account of this Agreement and shall entitle a Change in Control entitling the Executive to terminate payments and benefits under Section 7 of this Agreement. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. (ii) This Agreement, and the Executive’s employment with rights and obligations hereunder, may not be assigned by the Company or such successor for Good Reason immediately prior to or at any time after such successionExecutive. Upon and following the assumption Any attempted assignment of this Agreement by a successor, “Company,” as used in this Agreement, the Executive shall mean (i) the Company (as defined above), be void and (ii) any successor to of no force or effect. This Agreement and all the stock rights of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If As used in this Section, the Executive should die while term the “Company” shall include The United Illuminating Company, UIL Holdings Corporation, and any amount would be payable to successor to, or acquirer of, the Executive hereunder if business or assets of the Executive had continued to live, Company that executes and delivers the agreement provided for in this Section (13)(c) or which otherwise becomes bound by all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms and provisions of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executiveoperation of law.

Successors; Binding Agreement, Assignment. (a) The Company shall ----------------------------------------- will require any successor (whether whether, direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to expresslythe Executive, absolutely and unconditionally to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with compensation from the Company or in the same amount and on the same terms as would apply if the Executive terminated his employment pursuant to Section 6.4 hereto (except that for purposes of implementing the foregoing, the date on which any such successor for Good Reason immediately prior to or at any time after such successionsuccession becomes effective shall be deemed the date of termination). Upon and following the assumption of this Agreement by a successor, “Company,” as As used in this Agreement, "Company" shall mean (i) the Company (as hereinbefore defined above), and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s its business or and/or assets which as aforesaid that executes and delivers an the agreement provided for in this Section 13(a) section or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) . This Agreement shall inure to the benefit of and be enforceable by the Executive’s 's personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If the Executive should die while any amount would still be payable to hereunder had the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee, or other designee or, if there be no such designee, to his estate. Executive may not delegate the Executive’s estate or designated beneficiaryperformance of any of his duties hereunder. Neither this Agreement nor party hereto may assign any right arising rights hereunder may be assigned or pledged by without the Executivewritten consent of the other party hereto.

Successors; Binding Agreement, Assignment. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the acquirer of all or substantially all of the business or assets of the CompanyCompany (whether directly or indirectly, by purchase of stock or assets, merger, consolidation or otherwise), by agreement in form and substance reasonably satisfactory to expresslythe Executive, absolutely and unconditionally to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of If the Company fails to obtain such agreement prior to the effectiveness effective date of any such succession, the Executive may terminate his employment with in thirty (30) days of such succession shall be and treat such termination as a material breach Breach by the Company and termination without cause on account of this Agreement and shall entitle a Change in Control entitling the Executive to terminate payments and benefits under Section 7 of this Agreement. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. (ii) This Agreement, and the Executive’s employment with rights and obligations hereunder, may not be assigned by the Company or such successor for Good Reason immediately prior to or at any time after such successionExecutive. Upon and following the assumption Any attempted assignment of this Agreement by a successor, “Company,” as used in this Agreement, the Executive shall mean (i) the Company (as defined above), be void and (ii) any successor to of no force or effect. This Agreement and all the stock rights of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If As used in this Section, the Executive should die while term the “Company” shall include The United Illuminating Company, UIL Holdings Corporation, and any amount would be payable to successor to, or acquirer of, the Executive hereunder if business or assets of the Executive had continued to live, Company that executes and delivers the agreement provided for in this Section (12)(c) or which otherwise becomes bound by all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms and provisions of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executiveoperation of law.

Successors; Binding Agreement, Assignment. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the acquirer of all or substantially all of the business or assets of the CompanyCompany (whether directly or indirectly, by purchase of stock or assets, merger, consolidation or otherwise), by agreement in form and substance reasonably satisfactory to expresslythe Executive, absolutely and unconditionally to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of If the Company fails to obtain such agreement prior to the effectiveness effective date of any such succession, the Executive may terminate her employment within thirty (30) days of such succession shall be and treat such termination as a material breach Breach by the Company and termination without cause on account of this Agreement and shall entitle a Change in Control entitling the Executive to terminate payments and benefits under Section (7) of this Agreement. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. (ii) This Agreement, and the Executive’s employment with rights and obligations hereunder, may not be assigned by the Company or such successor for Good Reason immediately prior to or at any time after such successionExecutive. Upon and following the assumption Any attempted assignment of this Agreement by a successor, “Company,” as used in this Agreement, the Executive shall mean (i) the Company (as defined above), be void and (ii) any successor to of no force or effect. This Agreement and all the stock rights of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If As used in this Section, the Executive should die while term “Company” shall include The United Illuminating Company, UIL Holdings Corporation, and any amount would be payable to successor to, or acquirer of, the Executive hereunder if business or assets of the Executive had continued to live, Company that executes and delivers the agreement provided for in this Section (12)(c) or which otherwise becomes bound by all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms and provisions of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executiveoperation of law.

Successors; Binding Agreement, Assignment. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the acquirer of all or substantially all of the business or assets of the CompanyCompany (whether directly or indirectly, by purchase of stock or assets, merger, consolidation or otherwise), by agreement in form and substance reasonably satisfactory to expresslythe Executive, absolutely and unconditionally to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of If the Company fails to obtain such agreement prior to the effectiveness effective date of any such succession, the Executive may terminate her or her employment with in thirty (30) days of such succession shall be and treat such termination as a material breach Breach by the Company and termination without cause on account of this Agreement and shall entitle a Change in Control entitling the Executive to terminate payments and benefits under Section 7 of this Agreement. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. (ii) This Agreement, and the Executive’s employment with rights and obligations hereunder, may not be assigned by the Company or such successor for Good Reason immediately prior to or at any time after such successionExecutive. Upon and following the assumption Any attempted assignment of this Agreement by a successor, “Company,” as used in this Agreement, the Executive shall mean (i) the Company (as defined above), be void and (ii) any successor to of no force or effect. This Agreement and all the stock rights of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If As used in this Section, the Executive should die while term the “Company” shall include The United Illuminating Company, UIL Holdings Corporation, and any amount would be payable to successor to, or acquirer of, the Executive hereunder if business or assets of the Executive had continued to live, Company that executes and delivers the agreement provided for in this Section (12)(c) or which otherwise becomes bound by all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms and provisions of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executiveoperation of law.

Successors; Binding Agreement, Assignment. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s 's employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as As used in this Agreement, "Company" shall mean (i) the Company (as defined above)hereinbefore defined, and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s 's business or assets which executes and delivers an agreement provided for in this Section 13(a10(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. . (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s 's personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s 's estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s 's employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as As used in this Agreement, "Company" ------- shall mean (i) the Company (as defined above)previously defined, and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s 's business or assets which executes and delivers an agreement provided for in this Section 13(a10(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s 's personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s 's estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

Successors; Binding Agreement, Assignment. (ai) The Company shall will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to the acquirer of all or substantially all of the business or assets of the CompanyCompany (whether directly or indirectly, by purchase of stock or assets, merger, consolidation or otherwise), by agreement in form and substance reasonably satisfactory to expresslythe Executive, absolutely and unconditionally to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of If the Company fails to obtain such agreement prior to the effectiveness effective date of any such succession, the Executive may terminate her employment with in thirty (30) days of such succession shall be and treat such termination as a material breach Breach by the Company and termination without cause on account of this Agreement and shall entitle a Change in Control entitling the Executive to terminate payments and benefits under Section 7 of this Agreement. For purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. (ii) This Agreement, and the Executive’s employment with rights and obligations hereunder, may not be assigned by the Company or such successor for Good Reason immediately prior to or at any time after such successionExecutive. Upon and following the assumption Any attempted assignment of this Agreement by a successor, “Company,” as used in this Agreement, the Executive shall mean (i) the Company (as defined above), be void and (ii) any successor to of no force or effect. This Agreement and all the stock rights of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement Executive hereunder shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributesdistributees, devisees and legatees. If As used in this Section, the Executive should die while term the “Company” shall include The United Illuminating Company, UIL Holdings Corporation, and any amount would be payable to successor to, or acquirer of, the Executive hereunder if business or assets of the Executive had continued to live, Company that executes and delivers the agreement provided for in this Section (12)(c) or which otherwise becomes bound by all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms and provisions of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executiveoperation of law.