Common use of Supplemental Plan, Stock Option, Retiree Health Benefits, and Grants Clause in Contracts

Supplemental Plan, Stock Option, Retiree Health Benefits, and Grants. Subject to the provisions of Sections 6.6 and 6.7 hereof, in the event of Executive's Termination upon a Change of Control, and the execution of the Release required by Section 5.4(b): (a) Under the Supplemental Plan (which shall be provided instead through the Special Retirement Benefit, if applicable) Executive shall be entitled to a Target Benefit and a Make-Whole Benefit payable at the time and in the form provided in the Supplemental Plan, whether or not Executive has then satisfied the requirements for early, normal or deferred retirement under, or is then entitled to receive a vested benefit under the Company's Retirement Plan or has attained age 60. There shall be an actuarial reduction in the event the Target Benefit and Make-Whole Benefit commence prior to age 65. The actuarial reduction shall be 2% for each year younger than age 65 to age 60, and 3% for each year younger than age 60, unless actuarial reduction factors more favorable to Executive are adopted in the Retirement Plan, in which case those factors shall apply. Executive's years of service with the Company through the 72nd month following the Termination Date shall be taken into account in determining the amount of the Target Benefit and Make-Whole Benefit and 36 months shall be added to Executive's age for purposes of determining Executive's eligibility for both such Benefits and the actuarial reduction under the Plan as modified herein. (b) In addition, Executive may elect participation in the Company’s retiree health plan if the terms of such plan allow Executive’s participation; provided, however, that in the event of such election, Executive shall pay the then applicable amount payable in accordance with standard payment rates by retirees of the Company participating in such plan. If the terms of such plan do not allow Executive’s participation, Executive and his spouse will be eligible to participate in the Company’s executive retiree health plan for the remainder of their lives. Such executive retiree health plan coverage shall be provided on a subsidized basis so that Executive’s net after-tax cost for such executive retiree health plan coverage will generally not be greater than the cost charged to an active employee participating in the Company’s active employee health plan for the first 36 months of coverage after Executive’s Termination Date and, thereafter, at the cost charged to a retiree who satisfied the eligibility requirements for coverage under the Company’s retiree health plan taking into account Executive’s actual age and years and months of service with the Company on the same basis as if he were an eligible retiree under the Company’s retiree health plan. Executive’s cost for such executive retiree health plan coverage shall be paid on an after-tax basis and the Company subsidy for such coverage shall be includible in Executive’s income for tax purposes. The Company will provide tax gross-up payments with respect to such taxable subsidized coverage concurrently (or by reimbursement in accordance with Section 7.2 of the Agreement of any benefit amount that is taxable to Executive under Section 105(h) of the Code) such that the tax gross-up payments will reimburse Executive for all Federal and state income taxes and for the Hospital Insurance portion of FICA tax withholding at the highest marginal rate resulting from the inclusion in Executive’s income of such Company subsidy to the executive retiree health plan coverage and from the reimbursement of such taxes, but only to the extent that such taxable subsidized coverage is not also taxable to retirees of the Company who receive health coverage through the Company’s health plan. (c) Unless the Compensation Committee of the Northeast Utilities Board of Trustees comprises the same members as those on the Committee immediately before the Change of Control and determines otherwise, (i) all stock option grants, restricted shares, and restricted share units previously granted to Executive, to the extent not already vested prior to such occurrence, shall be fully vested and, in the case of options, immediately exercisable as if Executive had satisfied all requirements as to exercise, including the right of exercise, where appropriate, within 36 months of such occurrence; provided, however, that the exercise period shall not be extended to a date later than the earlier of the latest day by which the stock right could have expired by its original terms or the tenth anniversary of the original date of grant and, if the Change of Control results in the Voting Securities of NU ceasing to be traded on a national securities exchange or though the national market system of the National Association of Securities Dealers Inc., the value of a share of stock on the day the option is exercised shall be deemed to be the closing price on the day such Voting Securities cease trading and, unless (ii) applies, shall be deemed exercised immediately at such closing price, subject to the terms of the applicable plan or program; and (ii) if NU is not the surviving corporation (or survives only as a subsidiary of another corporation), those portions of any such options that have not been exercised shall be assumed by, or replaced with comparable options or rights by, the surviving corporation in a manner that does not cause such options to become subject to Section 409A of the Code. Notwithstanding the foregoing, such Committee (if composed of the same members as those on the Committee immediately before the Change of Control) may require Executive to surrender the remainder of any or all such options, in each case in exchange for a payment by the Company, in cash or common shares as determined by the Committee, in an amount equal to the amount by which the then fair market value of the common shares subject to such option exceeds the exercise price per share of such option, or, after giving Executive an opportunity to exercise such option, terminate the option at such time as the Committee deems appropriate. (d) A gross-up payment, if needed, shall be determined in accordance with Section 6.6 of this Agreement.

Supplemental Plan, Stock Option, Retiree Health Benefits, and Grants. Subject to the provisions of Sections 6.6 and 6.7 hereof, in the event of Executive's Termination upon a Change of Control, and the execution of the Release required by Section 5.4(b): (a) Under the Supplemental Plan (which shall be provided instead through the Special Retirement BenefitPlan, if applicable) Executive shall be entitled to a Target Benefit and a Make-Whole Benefit payable at the time and in the form commencing as provided in the Supplemental Planbelow, whether or not Executive has then satisfied the requirements for early, normal or deferred retirement under, or is then entitled to receive a vested benefit under the Company's Retirement Plan or has attained age 60, using the Termination Date as the "date of retirement" contemplated by Section IV(b) of the Supplemental Plan. There shall be an actuarial reduction in the event the Target Benefit and Make-Whole Benefit commence prior to age 65, if at the Termination Date Executive has not yet attained age 52, or if at the Termination Date Executive's attained age and service for retirement benefit calculations do not total at least 85 years. The actuarial reduction shall be 2% for each year younger than age 65 to age 60, and if applicable, 3% for each year younger than age 6060 to age 55 and 4% for each year younger than 55, unless actuarial reduction factors more favorable to Executive are adopted in the Retirement Plan, in which case those factors shall apply. Executive's years of service with the Company through the 72nd 36th month following the Termination Date shall be taken into account in determining the amount of the Target Benefit and Make-Whole Benefit and 36 months shall be added to Executive's age for purposes of determining Executive's eligibility for both such Benefits and the actuarial reduction under the Plan as modified herein. Executive shall determine the form of payment in which the Target Benefit and Make-Whole Benefit shall be paid in accordance with the terms of the Supplemental Plan. (b) In addition, Executive may elect participation in the Company’s retiree health plan if the terms of such plan allow Executive’s participation; provided, however, that in the event of such election, Executive shall pay the then applicable amount payable in accordance with standard payment rates by retirees of the Company participating in such plan. If the terms of such plan do not allow Executive’s participation, Executive and his spouse will be eligible to participate in the Company’s executive retiree health plan for the remainder of their lives. Such executive retiree health plan coverage shall be provided on a subsidized basis so that Executive’s net after-tax cost for such executive retiree health plan coverage will generally not be greater than the cost charged to an active employee participating in the Company’s active employee health plan for the first 36 months of coverage after Executive’s Termination Date and, thereafter, at the cost charged to a retiree who satisfied the eligibility requirements for coverage under the Company’s retiree health plan taking into account Executive’s actual 's age and years and months of service with the Company on through the same basis as if he were an eligible retiree 36th month following the Termination Date shall be taken into account in determining Executive's eligibility for benefits, but not cost-sharing, under the Company’s 's retiree health plan. Executive’s cost for For the purpose of determining such executive retiree health plan coverage eligibility, a Termination upon a Change of Control shall be paid on considered to be an after-tax basis and the Company subsidy for such coverage shall be includible in Executive’s income for tax purposes. The Company will provide tax gross-up payments with respect to such taxable subsidized coverage concurrently (or by reimbursement in accordance with Section 7.2 of the Agreement of any benefit amount that is taxable to Executive under Section 105(h) of the Code) such that the tax gross-up payments will reimburse Executive for all Federal and state income taxes and for the Hospital Insurance portion of FICA tax withholding at the highest marginal rate resulting from the inclusion in Executive’s income of such Company subsidy to the executive retiree health plan coverage and from the reimbursement of such taxes, but only to the extent that such taxable subsidized coverage is not also taxable to retirees of the Company who receive health coverage through the Company’s health planinvoluntary termination. (c) Unless the Compensation Committee of the Northeast Utilities Board of Trustees comprises the same members as those on the Committee immediately before the Change of Control and determines otherwise, (i) all stock option grants, restricted shares, and restricted share units grants previously granted to Executive, to the extent not already vested prior to such occurrence, shall be fully vested and, in the case of options, and immediately exercisable as if Executive had satisfied all requirements as to exercise, including the right of exercise, where appropriate, within 36 months of such occurrence; provided, however, that the exercise period shall not be extended to a date later than the earlier of the latest day by which the stock right could have expired by its original terms or the tenth anniversary of the original date of grant occurrence and, if the Change of Control results in the Voting Securities of NU ceasing to be traded on a national securities exchange or though the national market system of the National Association of Securities Dealers Inc., the value of a share of stock on the day the option is exercised shall be deemed to be the closing price on the day such Voting Securities cease trading and, unless (ii) applies, shall be deemed exercised immediately at such closing price, subject to the terms of the applicable plan or programtrading; and (ii) if NU is not the surviving corporation (or survives only as a subsidiary of another corporation), those portions of any such options that have not been exercised shall be assumed by, or replaced with comparable options or rights by, the surviving corporation in a manner that does not cause such options to become subject to Section 409A of the Codecorporation. Notwithstanding the foregoing, such Committee (if composed of the same members as those on the Committee immediately before the Change of Control) may require Executive to surrender the remainder of any or all such options, in each case in exchange for a payment by the Company, in cash or common shares as determined by the Committee, in an amount equal to the amount by which the then fair market value of the common shares subject to such option exceeds the exercise price per share of such option, or, after giving Executive an opportunity to exercise such option, terminate the option at such time as the Committee deems appropriate. (d) A gross-up payment, if needed, shall be determined in accordance with Section 6.6 of this Agreement.

Supplemental Plan, Stock Option, Retiree Health Benefits, and Grants. Subject to the provisions of Sections 6.6 and 6.7 hereof, in the event of Executive's Termination upon a Change of Control, and the execution of the Release required by Section 5.4(b): (a) Under the Supplemental Plan (which shall be provided instead through the Special Retirement BenefitPlan, if applicable) Executive shall be entitled to a Target Benefit and a Make-Whole Benefit payable at the time and in the form commencing as provided in the Supplemental Planbelow, whether or not Executive has then satisfied the requirements for early, normal or deferred retirement under, or is then entitled to receive a vested benefit under the Company's Retirement Plan or has attained age 60, using the Termination Date as the "date of retirement" contemplated by Section IV(b) of the Supplemental Plan. There shall be an actuarial reduction in the event the Target Benefit and Make-Whole Benefit commence commences prior to age 65, if at the Termination Date Executive's attained age and service for retirement benefit calculations do not total at least 85 years. The actuarial reduction shall be 2% for each year younger than age 65 to age 60, and if applicable, 3% for each year younger than age 6060 to age 55 and 4% for each year younger than 55, unless actuarial reduction factors more favorable to Executive are adopted in the Retirement Plan, in which case those factors shall apply. Executive's years of service with the Company through the 72nd 36th month following the Termination Date shall be taken into account in determining the amount of the Target Benefit and Make-Whole Benefit and 36 months shall be added to Executive's age for purposes of determining Executive's eligibility for both such Benefits and the actuarial reduction under the Plan as modified herein. Executive shall determine the form of payment in which the Target Benefit shall be paid, in accordance with the terms of the Supplemental Plan or may elect to receive a single sum payment equal to the then actuarial present value (computed using the 1983 GAM (50%/Male/50%/Female) Mortality Table and at an interest rate equal to the discount rate used in the Retirement Plan's previous year's FASB 87 accounting) of the amount of the Target Benefit as determined in accordance with the first three sentences of this subsection (a). Payment shall commence or be made within 30 days after the Termination Date or on any date thereafter, as specified by Executive in a written election. Such election may be made at any time and amended at any time but any election or amendment, other than one made within 30 days of the Effective Date, shall be ineffective if made within six months prior to the Termination Date. In the absence of any election or determination provided for herein, the terms of the Supplemental Plan shall govern the form and time of payment. (b) In addition, Executive may elect participation in the Company’s retiree health plan if the terms of such plan allow Executive’s participation; provided, however, that in the event of such election, Executive shall pay the then applicable amount payable in accordance with standard payment rates by retirees of the Company participating in such plan. If the terms of such plan do not allow Executive’s participation, Executive and his spouse will be eligible to participate in the Company’s executive retiree health plan for the remainder of their lives. Such executive retiree health plan coverage shall be provided on a subsidized basis so that Executive’s net after-tax cost for such executive retiree health plan coverage will generally not be greater than the cost charged to an active employee participating in the Company’s active employee health plan for the first 36 months of coverage after Executive’s Termination Date and, thereafter, at the cost charged to a retiree who satisfied the eligibility requirements for coverage under the Company’s retiree health plan taking into account Executive’s actual 's age and years and months of service with the Company on through the same basis as if he were an eligible retiree 36th month following the Termination Date shall be taken into account in determining Executive's eligibility for benefits, but not cost-sharing, under the Company’s 's retiree health plan. Executive’s cost for For the purpose of determining such executive retiree health plan coverage eligibility, a Termination upon a Change of Control shall be paid on considered to be an after-tax basis and the Company subsidy for such coverage shall be includible in Executive’s income for tax purposes. The Company will provide tax gross-up payments with respect to such taxable subsidized coverage concurrently (or by reimbursement in accordance with Section 7.2 of the Agreement of any benefit amount that is taxable to Executive under Section 105(h) of the Code) such that the tax gross-up payments will reimburse Executive for all Federal and state income taxes and for the Hospital Insurance portion of FICA tax withholding at the highest marginal rate resulting from the inclusion in Executive’s income of such Company subsidy to the executive retiree health plan coverage and from the reimbursement of such taxes, but only to the extent that such taxable subsidized coverage is not also taxable to retirees of the Company who receive health coverage through the Company’s health planinvoluntary termination. (c) Unless the Compensation Committee of the Northeast Utilities Board of Trustees comprises is comprised of the same members as those on the Committee immediately before the Change of Control and determines otherwise, (i) all stock option grants, restricted shares, and restricted share units grants previously granted to Executive, to the extent not already vested prior to such occurrence, shall be fully vested and, in the case of options, and immediately exercisable as if Executive had satisfied all requirements as to exercise, including the right of exercise, where appropriate, within 36 months of such occurrence; provided, however, that the exercise period shall not be extended to a date later than the earlier of the latest day by which the stock right could have expired by its original terms or the tenth anniversary of the original date of grant occurrence and, if the Change of Control results in the Voting Securities of NU ceasing to be traded on a national securities exchange or though the national market system of the National Association of Securities Dealers Inc., the value of a share of stock on the day the option is exercised shall be deemed to be the closing price on the day such Voting Securities cease trading and, unless (ii) applies, shall be deemed exercised immediately at such closing price, subject to the terms of the applicable plan or programtrading; and (ii) if NU is not the surviving corporation (or survives only as a subsidiary of another corporation), those portions of any such options that have not been exercised shall be assumed by, or replaced with comparable options or rights by, the surviving corporation in a manner that does not cause such options to become subject to Section 409A of the Codecorporation. Notwithstanding the foregoing, such Committee (if composed comprised of the same members as those on the Committee immediately before the Change of Control) may require Executive to surrender the remainder of any or all such options, in each case in exchange for a payment by the Company, in cash or common shares as determined by the Committee, in an amount equal to the amount by which the then fair market value of the common shares subject to such option exceeds the exercise price per share of such option, or, after giving Executive an opportunity to exercise such option, terminate the option at such time as the Committee deems appropriate. (d) A gross-up payment, if needed, shall be determined in accordance with Section 6.6 of this Agreement.

Supplemental Plan, Stock Option, Retiree Health Benefits, and Grants. Subject to the provisions of Sections 6.6 and 6.7 hereof, in the event of Executive's Termination upon a Change of Control, and the execution of the Release required by Section 5.4(b): (a) Under the Supplemental Plan (which shall be provided instead through the Special Retirement BenefitPlan, if applicable) Executive shall be entitled to a Target Benefit and a Make-Whole Benefit payable at the time and in the form commencing as provided in the Supplemental Planbelow, whether or not Executive has then satisfied the requirements for early, normal or deferred retirement under, or is then entitled to receive a vested benefit under the Company's Retirement Plan or has attained age 60, using the Termination Date as the "date of retirement" contemplated by Section IV(b) of the Supplemental Plan. There shall be an actuarial reduction in the event the Target Benefit and Make-Whole Benefit commence prior to age 65. The actuarial reduction shall be 2% for each year younger than age 65 to age 60, and 3% for each year younger than age 60, unless actuarial reduction factors more favorable to Executive are adopted in the Retirement Plan, in which case those factors shall apply. Executive's years of service with the Company through the 72nd month following the Termination Date shall be taken into account in determining the amount of the Target Benefit and Make-Whole Benefit and 36 months shall be added to Executive's age for purposes of determining Executive's eligibility for both such Benefits and the actuarial reduction under the Plan as modified herein. Executive shall determine the form of payment in which the Target Benefit and Make-Whole Benefit shall be paid, in accordance with the terms of the Supplemental Plan. (b) In addition, Executive may elect participation in shall be eligible for health benefits under the Company’s 's retiree health plan if the terms regardless of such plan allow Executive’s participation; provided, however, that in the event of such election, Executive shall pay the then applicable amount payable in accordance with standard payment rates by retirees of the Company participating in such plan. If the terms of such plan do not allow Executive’s participation, Executive and his spouse will be eligible to participate in the Company’s executive retiree health plan for the remainder of their lives. Such executive retiree health plan coverage shall be provided on a subsidized basis so that Executive’s net after-tax cost for such executive retiree health plan coverage will generally not be greater than the cost charged to an active employee participating in the Company’s active employee health plan for the first 36 months of coverage after Executive’s Termination Date and, thereafter, at the cost charged to a retiree who satisfied the eligibility requirements for coverage under the Company’s retiree health plan taking into account Executiveexecutive’s actual age and years and months of service with the Company on the same basis as if he were an eligible retiree under the Company’s retiree health plan. Executive’s cost for such executive retiree health plan coverage shall be paid on an after-tax basis and the Company subsidy for such coverage shall be includible in Executive’s income for tax purposes. The Company will provide tax gross-up payments with respect to such taxable subsidized coverage concurrently (or by reimbursement in accordance with Section 7.2 of the Agreement of any benefit amount that is taxable to Executive under Section 105(h) of the Code) such that the tax gross-up payments will reimburse Executive for all Federal and state income taxes and for the Hospital Insurance portion of FICA tax withholding at the highest marginal rate resulting from the inclusion in Executive’s income of such Company subsidy to the executive retiree health plan coverage and from the reimbursement of such taxes, but only to the extent that such taxable subsidized coverage is not also taxable to retirees of the Company who receive health coverage through the Company’s health plan. (c) Unless the Compensation Committee of the Northeast Utilities Board of Trustees comprises the same members as those on the Committee immediately before the Change of Control and determines otherwise, (i) all stock option grants, restricted shares, and restricted share units previously granted to Executive, to the extent not already vested prior to such occurrence, shall be fully vested and, in the case of options, and immediately exercisable as if Executive had satisfied all requirements as to exercise, including the right of exercise, where appropriate, within 36 months of such occurrence; provided, however, that the exercise period shall not be extended to a date later than the earlier of the latest day by which the stock right could have expired by its original terms or the tenth anniversary of the original date of grant occurrence and, if the Change of Control results in the Voting Securities of NU ceasing to be traded on a national securities exchange or though the national market system of the National Association of Securities Dealers Inc., the value of a share of stock on the day the option is exercised shall be deemed to be the closing price on the day such Voting Securities cease trading and, unless (ii) applies, shall be deemed exercised immediately at such closing price, subject to the terms of the applicable plan or programtrading; and (ii) if NU is not the surviving corporation (or survives only as a subsidiary of another corporation), those portions of any such options that have not been exercised shall be assumed by, or replaced with comparable options or rights by, the surviving corporation in a manner that does not cause such options to become subject to Section 409A of the Codecorporation. Notwithstanding the foregoing, such Committee (if composed of the same members as those on the Committee immediately before the Change of Control) may require Executive to surrender the remainder of any or all such options, in each case in exchange for a payment by the Company, in cash or common shares as determined by the Committee, in an amount equal to the amount by which the then fair market value of the common shares subject to such option exceeds the exercise price per share of such option, or, after giving Executive an opportunity to exercise such option, terminate the option at such time as the Committee deems appropriate. (d) A gross-up payment, if needed, shall be determined in accordance with Section 6.6 of this Agreement.

Supplemental Plan, Stock Option, Retiree Health Benefits, and Grants. Subject to the provisions of Sections 6.6 and 6.7 hereof, in the event of Executive's Termination upon a Change of Control, and the execution of the Release required by Section 5.4(b): (a) Under the Supplemental Plan (which shall be provided instead through the Special Retirement BenefitPlan, if applicable) Executive shall be entitled to a Target Benefit and a Make-Whole Benefit payable at the time and in the form provided in the Supplemental Plan, whether or not Executive has then satisfied the requirements for early, normal or deferred retirement under, or is then entitled to receive a vested benefit under the Company's Retirement Plan or has attained age 6060 . There shall be an actuarial reduction in the event the Target Benefit and Make-Whole Benefit commence prior to age 65, if at the Termination Date Executive has not yet attained age 52, or if at the Termination Date Executive's attained age and service for retirement benefit calculations do not total at least 85 years. The actuarial reduction shall be 2% for each year younger than age 65 to age 60, and if applicable, 3% for each year younger than age 6060 to age 55 and 4% for each year younger than 55, unless actuarial reduction factors more favorable to Executive are adopted in the Retirement Plan, in which case those factors shall apply. Executive's years of service with the Company through the 72nd 36th month following the Termination Date shall be taken into account in determining the amount of the Target Benefit and Make-Whole Benefit and 36 months shall be added to Executive's age for purposes of determining Executive's eligibility for both such Benefits and the actuarial reduction under the Plan as modified herein. (b) In addition, immediately following Executive’s Termination Date, Executive and Executive’s spouse and eligible dependents also shall be eligible to participate in the Company’s executive retiree health plan for three years. Coverage for the three-year period under the Company’s executive retiree health plan shall be provided on a subsidized basis so that Executive’s cost for such executive retiree health plan coverage will generally not be greater than the cost charged to an active employee of the Company for comparable coverage. Thereafter, Executive and Executive’s spouse and eligible dependents may elect participation in the Company’s retiree health plan plan, paying standard retiree rates, if the terms of such plan allow such participation , or if Executive would have been eligible to participate in the Company’s retiree health plan on his Termination Date if three years were added to his age and years of service, but would not otherwise be eligible without the addition of those three years, then Executive and Executive’s participation; provided, however, that in the event of such election, Executive spouse and eligible dependents shall pay the then applicable amount payable in accordance with standard payment rates by retirees of the Company participating in such plan. If the terms of such plan do not allow Executive’s participation, Executive and his spouse will be eligible to participate continue participation in the Company’s executive retiree health plan for the remainder of their lives. Such executive retiree health plan coverage shall be provided on a subsidized basis so that Executive’s net after-tax cost for such executive retiree health plan coverage will generally not be greater than the cost charged to an active employee participating in the Company’s active employee health plan for the first 36 months of coverage after Executive’s Termination Date and, thereafter, at the cost charged to a retiree who satisfied the eligibility requirements for coverage under the Company’s retiree health plan taking into account Executive’s actual age and years and months of service with the Company in determining contributions under the executive retiree health plan for purposes of determining Executive’s contributions on the same basis as if he were an eligible retiree under the Company’s retiree health plan. Executive’s cost for such executive retiree health plan coverage (both during and after the three-year period) shall be paid on an after-tax basis and the Company subsidy for such executive retiree health plan coverage shall be includible in Executive’s income for tax purposes. The , but the Company will provide tax gross-up payments with respect to such taxable subsidized coverage concurrently (or by reimbursement in accordance with Section 7.2 of the Agreement of any benefit amount that is taxable to Executive under Section 105(h) of the Code) with the inclusion of such taxable coverage in Executive’s income such that the tax gross-up payments will reimburse Executive for all Federal and state income taxes and for the Hospital Insurance portion of FICA tax withholding at the highest marginal rate resulting from the inclusion in Executive’s income of such Company subsidy to the executive retiree health plan coverage and from the reimbursement of such taxes, but only to the extent that such taxable subsidized coverage is not also taxable to retirees of the Company who receive health coverage through the Company’s health plan. (c) Unless the Compensation Committee of the Northeast Utilities Board of Trustees comprises the same members as those on the Committee immediately before the Change of Control and determines otherwise, (i) all stock option grants, restricted shares, and restricted share units grants previously granted to Executive, to the extent not already vested prior to such occurrence, shall be fully vested and, in the case of options, and immediately exercisable as if Executive had satisfied all requirements as to exercise, including the right of exercise, where appropriate, within 36 months of such occurrence; provided, however, that the exercise period shall not be extended to a date later than the earlier of the latest day by which the stock right could have expired by its original terms or the tenth anniversary of the original date of grant and, if the Change of Control results in the Voting Securities of NU ceasing to be traded on a national securities exchange or though through the national market system of the National Association of Securities Dealers Inc., the value of a share of stock on the day the option is exercised shall be deemed to be the closing price on the day such Voting Securities cease trading and, unless (ii) applies, shall be deemed exercised immediately at such closing price, subject to the terms of the applicable plan or program; and (ii) if NU is not the surviving corporation (or survives only as a subsidiary of another corporation), those portions of any such options that have not been exercised shall be assumed by, or replaced with comparable options or rights by, the surviving corporation in a manner that does not cause such options to become subject to Section 409A of the Code. Notwithstanding the foregoing, such Committee (if composed of the same members as those on the Committee immediately before the Change of Control) may require Executive to surrender the remainder of any or all such options, in each case in exchange for a payment by the Company, in cash or common shares as determined by the Committee, in an amount equal to the amount by which the then fair market value of the common shares subject to such option exceeds the exercise price per share of such option, or, after giving Executive an opportunity to exercise such option, terminate the option at such time as the Committee deems appropriate. (d) A gross-up payment, if needed, shall be determined in accordance with Section 6.6 of this Agreement.