Common use of Upon Termination Without Cause, or Upon Breach by the Company, not on account of a Change in Control Clause in Contracts

Upon Termination Without Cause, or Upon Breach by the Company, not on account of a Change in Control. If the Company terminates the Executive's employment hereunder without Cause (including by non-renewal of this Agreement at the election of the Company at the end of a Term), or if the Executive terminates the Executive's employment hereunder on account of a Breach by the Company, and in either case the termination is not upon a Change in Control or within the Change in Control Protective Period, the Company shall pay or provide (as applicable) to the Executive, the following: (i) the Executive’s Base Salary, Accrued Incentive Compensation and Stub-Period Incentive Compensation earned, but unpaid, as of the Date of Termination; plus (ii) any amounts payable pursuant to Sections 4(d), 4(e), and 4(f); plus (iii) any benefits or amounts payable, on account of the Executive’s (A) exercise of his then exercisable rights under any long-term incentive compensation plan or arrangement, and (B) participation in any deferred compensation plan in which he was a participant as of his termination of service; plus (iv) lump sum severance equal to two (2) times the sum of: (1) the Executive’s annual Base Salary rate in effect immediately prior to the Executive’s Date of Termination, as determined by the UIL Board’s most recent review of salary rates pursuant to Section 4(a); and (2) the short-term annual incentive compensation payment to which the Executive would be entitled, calculated as if he had been employed by the Company on the last day of the year of his Termination, as if the Executive had achieved personal goals ‘at target’, and based on actual performance with respect to the achievement of Company goals, without pro-ration for the fact that the Executive was employed only a portion of such year. In the event that the ‘gate’, if any, is not reached with respect to Company goals, then no short-term incentive compensation will be included in the calculation of severance. Personal and Company goals shall be defined and determined as set forth in Section 4(b) of this Agreement. (v) for the period ending on the second anniversary of the date of the Executive’s Date of Termination, continued participation in the medical and dental plans and programs in which he was a participant as of his Date of Termination on the same basis as if he remained an active employee, provided that such participation is possible under the terms and provisions of such plans and programs and applicable law. Such period of continued participation shall run concurrently with, and reduce day- for-day, any obligation that the Company or any Affiliate would have to provide “COBRA” continuation coverage with respect to the Executive’s termination of employment. If the Executive’s participation in any such plan or program is barred as a result of the Executive’s termination, the Company shall arrange to provide the Executive with benefits substantially similar on an after-tax basis to those that the Executive would have been entitled to receive under such plan or program, provided that with respect to any benefit to be provided on an insured basis, the value of such coverage shall be based on the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits; and (vi) the addition of two (2) years of service deemed as an Employee of the Company in the calculation of the entitlement to and benefits payable under the Company’s retiree medical benefit plan and in the calculation of benefits payable under The United Illuminating Company Pension Plan, which amount shall be paid as a non-qualified supplemental retirement benefit.

Upon Termination Without Cause, or Upon Breach by the Company, not on account of a Change in Control. If the Company terminates the Executive's employment hereunder without Cause (including by non-renewal of this Agreement at the election of the Company at the end of a Term)Cause, or if the Executive terminates the Executive's employment hereunder on account of a Breach by the Company, and in either case the termination is not upon a Change in Control or within the Change in Control Protective Period, the Company shall pay or provide (as applicable) to the Executive, the following: (i) the Executive’s Base SalarySalary earned but unpaid as of the Date of Termination, Accrued Incentive Compensation (as defined in Section 4(b)) earned, but unpaid as of the Date of Termination and Stub-Period Incentive Compensation earned, but unpaid, as of the Date of Termination; plus (ii) any amounts payable pursuant to Sections 4(d(4)(d) (unreimbursed business expenses), 4(e(4)(e) (employee benefits due and owing), (4)(f) (accrued, but unpaid vacation or holidays), (4)(g) and 4(f4(b)(ii) (payment of restricted stock, to the extent then vested); plus (iii) any benefits or amounts payable, on account of the Executive’s (A) exercise of his then exercisable rights under participation in any long-term incentive compensation plan and equity compensation plan or arrangement, and (B) participation in any elective deferred compensation plan in which he she was a participant as of his her termination of service, all as determined in accordance with the terms and conditions of such plans and arrangements; plus (iv) lump sum severance severance, payable on the first day of the seventh (7th) month following the Executive’s termination of service, equal to two one (21) times the sum of: (1) the Executive’s annual Base Salary rate in effect immediately prior to the Executive’s Date of Termination, as determined by the UIL Board’s most recent review of salary rates pursuant to Section 4(a); and (2) the short-term annual incentive compensation payment to which the Executive would be entitled, calculated as if he she had been employed by the Company on the last day of the year of his her Termination, and as if the Executive had achieved both personal goals and Company goals had been achieved ‘at target’, and based on actual performance with respect to the achievement of Company goals, ’ without pro-ration for the fact that the Executive was employed only a portion of such year. In the event that the ‘gate’, if any, is not reached with respect to Company goals, then no short-term incentive compensation will be included in the calculation of severance. Personal and Company goals shall be defined and determined as set forth in Section 4(b) of this Agreement. (v) for the period ending on the second first anniversary of the date of the Executive’s Date of Termination, continued participation in the medical and dental plans and programs plan(s) in which he she was a participant as of his her Date of Termination on the same basis as if he she remained an active employee, provided that such participation is possible under the terms and provisions of such plans and programs and applicable law. Such period of continued participation shall run concurrently with, and reduce day- day-for-day, any obligation that the Company or any Affiliate would have to provide “COBRA” continuation coverage with respect to the Executive’s termination of employment. If the Executive’s participation in any such plan or program is barred as a result of the Executive’s termination, the Company shall arrange to provide the Executive with benefits substantially similar on an after-tax basis to those that the Executive would have been entitled to receive under such plan or program, provided that with respect to any benefit to be provided on an insured basis, the value of such coverage shall be based on the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits; and (vi) the addition of two (2) years of service deemed as an Employee of the Company in the calculation of the entitlement to and benefits payable under the Company’s retiree medical benefit plan and in the calculation of benefits payable under The United Illuminating Company Pension Plan, which amount shall be paid as a non-qualified supplemental retirement benefit.

Upon Termination Without Cause, or Upon Breach by the Company, not on account of a Change in Control. If the Company terminates the Executive's employment hereunder without Cause (including by non-renewal of this Agreement at the election of the Company at the end of a Term)Cause, or if the Executive terminates the Executive's employment hereunder on account of a Breach by the Company, and in either case the termination is not upon a Change in Control or within the Change in Control Protective Period, the Company shall pay or provide (as applicable) to the Executive, the following: (i) the Executive’s Base Salary, Accrued Incentive Compensation and Stub-Period Incentive Compensation earned, but unpaid, as of the Date of Termination; plus (ii) any amounts payable pursuant to Sections 4(d), 4(e), and 4(f)) hereof; plus (iii) any benefits or amounts payable, on account of the Executive’s (A) exercise of his then exercisable rights under participation in any long-term incentive compensation plan and equity compensation plan or arrangement, and (B) participation in any deferred compensation plan in which he was a participant as of his termination of service, all as determined in accordance with the terms and conditions of such plans and arrangements; plus (iv) lump sum severance equal to two one (21) times the sum of: (1) the Executive’s annual Base Salary rate in effect immediately prior to the Executive’s Date of Termination, as determined by the UIL Board’s most recent review of salary rates pursuant to Section 4(a); and (2) the short-term annual incentive compensation payment to which the Executive would be entitled, calculated as if he had been employed by the Company on the last day of the year of his Termination, and as if the Executive had achieved both personal goals and Company goals had been achieved ‘at target’, and based on actual performance with respect to the achievement of Company goals, ’ without pro-ration for the fact that the Executive was employed only a portion of such year. In Except for the event assumption that the ‘gate’such goals shall have been achieved at target, if any, is not reached with respect to Company goals, then no short-term incentive compensation will be included in the calculation of severance. Personal personal and Company goals shall be defined and determined as set forth in Section 4(b) of this Agreement. (v) for the period ending on the second first anniversary of the date of the Executive’s Date of Termination, continued participation in the medical and dental plans and programs plan(s) in which he was a participant as of his Date of Termination on the same basis as if he remained an active employee, provided that such participation is possible under the terms and provisions of such plans and programs and applicable law. Such period of continued participation shall run concurrently with, and reduce day- for-day, any obligation that the Company or any Affiliate would have to provide “COBRA” continuation coverage with respect to the Executive’s termination of employment. If the Executive’s participation in any such plan or program is barred as a result of the Executive’s termination, the Company shall arrange to provide the Executive with benefits substantially similar on an after-tax basis to those that the Executive would have been entitled to receive under such plan or program, provided that with respect to any benefit to be provided on an insured basis, the value of such coverage shall be based on the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits; and (vi) the addition of two (2) years of service deemed as an Employee of the Company in the calculation of the entitlement to and benefits payable under the Company’s retiree medical benefit plan and in the calculation of benefits payable under The United Illuminating Company Pension Plan, which amount shall be paid as a non-qualified supplemental retirement benefit.

Upon Termination Without Cause, or Upon Breach by the Company, not on account of a Change in Control. If the Company terminates the Executive's employment hereunder without Cause (including by non-renewal of this Agreement at the election of the Company at the end of a Term), or if the Executive terminates the Executive's employment hereunder on account of a Breach by the Company, and in either case the termination is not upon a Change in Control or within the Change in Control Protective Period, the Company shall pay or provide (as applicable) to the Executive, the following: (i) the Executive’s Base Salary, Accrued Incentive Compensation and Stub-Period Incentive Compensation earned, but unpaid, as of the Date of Termination; plus (ii) any amounts payable pursuant to Sections 4(d), 4(e), and 4(f); plus (iii) any benefits or amounts payable, payable on account of the Executive’s (A) exercise of his then exercisable rights under participation in any long-term incentive compensation plan and equity compensation plan or arrangement, and (B) participation in any deferred compensation plan in which he she was a participant as of his her termination of service, all as determined in accordance with the terms and conditions of such plans and arrangements; plus (iv) a lump sum severance payment in an amount equal to two (2) times the sum of: (1) product of 1/12 of the Executive’s annual Base Salary rate in effect immediately prior to the Executive’s Date of Termination, as determined approved by the UIL Board’s Board of Directors of the Company at the time of its most recent review of the salary rates pursuant to Section 4(a); and (2) of all of the Company’s executives, plus 1/12 of the short-term annual incentive compensation payment to which the Executive would be entitled, calculated as if he she had been employed by the Company on the last day of the year of his Termination, her termination and as if the Executive had achieved both personal goals and Company goals had been achieved ‘at target’, and based on actual performance with respect to the achievement of Company goals, ’ without pro-ration for the fact that the Executive was employed only for a portion of the year, multiplied by the number of whole and partial years of the Executive’s service as an Employee of the Company at termination (not to be less than 12 nor more than 24 years). Except for the assumption that such year. In the event that the ‘gate’goals shall have been achieved at target, if any, is not reached with respect to Company goals, then no short-term incentive compensation will be included in the calculation of severance. Personal personal and Company goals shall be defined and determined as set forth in Section 4(b) of this Agreement. (v) for the period ending on the second first anniversary of the date of the Executive’s Date of Termination, continued participation in the medical and dental plans and programs plan(s) in which he she was a participant as of his her Date of Termination on the same basis as if he she remained an active employee, provided that such participation is possible under the terms and provisions of such plans and programs and applicable law. Such period of continued participation shall run concurrently with, and reduce day- for-day, any obligation that the Company or any Affiliate would have to provide “COBRA” continuation coverage with respect to the Executive’s termination of employment. If the Executive’s participation in any such plan or program is barred as a result of the Executive’s termination, the Company shall arrange to provide the Executive with benefits substantially similar on an after-tax basis to those that the Executive would have been entitled to receive under such plan or program, provided that with respect to any benefit to be provided on an insured basis, the value of such coverage shall be based on the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits; and (vi) the addition of two (2) years of service deemed as an Employee of the Company in the calculation of the entitlement to and benefits payable under the Company’s retiree medical benefit plan and in the calculation of benefits payable under The United Illuminating Company Pension Plan, which amount shall be paid as a non-qualified supplemental retirement benefit.

Upon Termination Without Cause, or Upon Breach by the Company, not on account of a Change in Control. If the Company terminates the Executive's employment hereunder without Cause (including by non-renewal of this Agreement at the election of the Company at the end of a Term), or if the Executive terminates the Executive's employment hereunder on account of a Breach by the Company, and in either case the termination is not upon a Change in Control or within the Change in Control Protective Period, the Company shall pay or provide (as applicable) to the Executive, the following: (i) the Executive’s 's Base Salary, Accrued Incentive Compensation and Stub-Period Incentive Compensation earned, but unpaid, as of the Date of Termination; plus (ii) any amounts payable pursuant to Sections 4(d), 4(e), and 4(f); plus (iii) any benefits or amounts payable, on account of the Executive’s 's (A) exercise of his then exercisable rights under any long-term incentive compensation plan or arrangement, and (B) participation in any deferred compensation plan in which he was a participant as of his termination of service; plus (iv) a lump sum severance payment in an amount equal to two (2) times the sum of: (1) product of 1/12 of the Executive’s annual 's Base Salary rate in effect immediately prior to the Executive’s Date of Termination, as determined approved by the UIL Board’s Board of Directors of the Company at the time of its most recent review of the salary rates pursuant to Section 4(a); and (2) of all of the Company's executives, plus 1/12 of the short-term annual incentive compensation payment to which the Executive would be entitled, calculated as if he had been employed by the Company on the last day of the year of his Terminationtermination, as if the Executive had achieved personal goals ‘'at target’', and based on actual performance with respect to the achievement of Company goals, without pro-ration for multiplied by the fact that number of whole and partial years of the Executive was employed only a portion Executive's service as an Employee of such yearthe Company at termination (not to be less than 12 nor more than 24 years). In the event that the ‘'gate’', if any, is not reached with respect to Company goals, then no short-term incentive compensation will be included in the calculation of severance. Personal and Company goals shall be defined and determined as set forth in Section 4(b) of this Agreement. (v) for the period ending on the second first anniversary of the date of the Executive’s 's Date of Termination, continued participation in the medical and dental plans and programs plan(s) in which he was a participant as of his Date of Termination on the same basis as if he remained an active employee, provided that such participation is possible under the terms and provisions of such plans and programs and applicable law. Such period of continued participation shall run concurrently with, and reduce day- for-day, any obligation that the Company or any Affiliate would have to provide “"COBRA” " continuation coverage with respect to the Executive’s 's termination of employment. If the Executive’s 's participation in any such plan or program is barred as a result of the Executive’s 's termination, the Company shall arrange to provide the Executive with benefits substantially similar on an after-tax basis to those that the Executive would have been entitled to receive under such plan or program, provided that with respect to any benefit to be provided on an insured basis, the value of such coverage shall be based on the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits; and (vi) the addition of two (2) years of service deemed as an Employee of the Company in the calculation of the entitlement to and benefits payable under the Company’s retiree medical benefit plan and in the calculation of benefits payable under The United Illuminating Company Pension Plan, which amount shall be paid as a non-qualified supplemental retirement benefit.

Upon Termination Without Cause, or Upon Breach by the Company, not on account of a Change in Control. If the Company terminates the Executive's employment hereunder without Cause (including by non-renewal of this Agreement at the election of the Company at the end of a Term), or if the Executive terminates the Executive's employment hereunder on account of a Breach by the Company, and in either case the termination is not upon a Change in Control or within the Change in Control Protective Period, the Company shall pay or provide (as applicable) to the Executive, the following: (i) the Executive’s Base Salary, Accrued Incentive Compensation and Stub-Period Incentive Compensation earned, but unpaid, as of the Date of Termination; plus (ii) any amounts payable pursuant to Sections 4(d), 4(e), and 4(f); plus (iii) any benefits or amounts payable, payable on account of the Executive’s (A) exercise of his then exercisable rights under participation in any long-term incentive compensation plan and equity compensation plan or arrangement, and (B) participation in any deferred compensation plan in which he she was a participant as of his her termination of service, all as determined in accordance with the terms and conditions of such plans and arrangements; plus (iv) lump sum severance equal to two (2) times the sum of: (1) the Executive’s annual Base Salary rate in effect immediately prior to the Executive’s Date of Termination, as determined by the UIL Board’s most recent review of salary rates pursuant to Section 4(a); and (2) the short-term annual incentive compensation payment to which the Executive would be entitled, calculated as if he she had been employed by the Company on the last day of the year of his her Termination, and as if the Executive had achieved both personal goals and Company goals had been achieved ‘at target’, and based on actual performance with respect to the achievement of Company goals, without pro-ration for the fact that the Executive was employed only a portion of such year. In Except for the event assumption that the ‘gate’such goals shall have been achieved at target, if any, is not reached with respect to Company goals, then no short-term incentive compensation will be included in the calculation of severance. Personal personal and Company goals shall be defined and determined as set forth in Section 4(b) of this Agreement. (v) for the period ending on the second anniversary of the date of the Executive’s Date of Termination, continued participation in the medical and dental plans and programs in which he she was a participant as of his her Date of Termination on the same basis as if he she remained an active employee, provided that such participation is possible under the terms and provisions of such plans and programs and applicable law. Such In the case of continuation in the Company’s medical and dental plans, such period of continued participation shall run concurrently with, and reduce day- for-day, any obligation that the Company or any Affiliate would have to provide “COBRA” continuation coverage with respect to the Executive’s termination of employment. If the Executive’s participation in any such plan or program is barred as a result of the Executive’s termination, the Company shall arrange to provide the Executive with benefits substantially similar on an after-tax basis to those that the Executive would have been entitled to receive under such plan or program, provided that with respect to any benefit to be provided on an insured basis, the value of such coverage shall be based on the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits; and (vi) the addition of two (2) years of service deemed as an Employee of the Company in the calculation of the entitlement to and benefits payable under the Company’s retiree medical benefit plan and in the calculation of benefits payable under The United Illuminating Company Pension Plan, which amount shall be paid as a non-qualified supplemental retirement benefit.

Upon Termination Without Cause, or Upon Breach by the Company, not on account of a Change in Control. If the Company terminates the Executive's employment hereunder without Cause (including by non-renewal of this Agreement at the election of the Company at the end of a Term), or if the Executive terminates the Executive's employment hereunder on account of a Breach by the Company, and in either case the termination is not upon a Change in Control or within the Change in Control Protective Period, the Company shall pay or provide (as applicable) to the Executive, the following: (i) the Executive’s Base Salary, Accrued Incentive Compensation and Stub-Period Incentive Compensation earned, but unpaid, as of the Date of Termination; plus (ii) any amounts payable pursuant to Sections 4(d), 4(e), 4(f) and 4(f)4(g) hereof; plus (iii) any benefits or amounts payable, on account of the Executive’s (A) exercise of his then exercisable rights under any long-term incentive compensation plan or arrangement, and (B) participation in any deferred compensation plan in which he was a participant as of his termination of service; plus (iv) lump sum severance equal to two (2) times the sum of: (1) the Executive’s annual Base Salary rate in effect immediately prior to the Executive’s Date of Termination, as determined by the UIL Board’s most recent review of salary rates pursuant to Section 4(a); and (2) the short-term annual incentive compensation payment to which the Executive would be entitled, calculated as if he had been employed by the Company on the last day of the year of his Termination, as if the Executive had achieved personal goals ‘at target’, and based on actual performance with respect to the achievement of Company goals, without pro-ration for the fact that the Executive was employed only a portion of such year. In the event that the ‘gate’, if any, is not reached with respect to Company goals, then no short-term incentive compensation will be included in the calculation of severance. Personal and Company goals shall be defined and determined as set forth in Section 4(b) of this Agreement. (v) for the period ending on the second anniversary of the date of the Executive’s Date of Termination, continued participation in the medical and dental plans and programs plan(s) in which he was a participant as of his Date of Termination on the same basis as if he remained an active employee, provided that such participation is possible under the terms and provisions of such plans and programs and applicable law. Such period of continued participation shall run concurrently with, and reduce day- for-day, any obligation that the Company or any Affiliate would have to provide “COBRA” continuation coverage with respect to the Executive’s termination of employment. If the Executive’s participation in any such plan or program is barred as a result of the Executive’s termination, the Company shall arrange to provide the Executive with benefits substantially similar on an after-tax basis to those that the Executive would have been entitled to receive under such plan or program, provided that with respect to any benefit to be provided on an insured basis, the value of such coverage shall be based on the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits; and (vi) the addition of two (2) years of service deemed as an Employee of the Company in the calculation of the entitlement to and benefits payable under the Company’s retiree medical benefit plan and in the calculation of benefits payable under The United Illuminating Company Pension Plan, which amount shall be paid as a non-qualified supplemental retirement benefit.

Upon Termination Without Cause, or Upon Breach by the Company, not on account of a Change in Control. If the Company terminates the Executive's employment hereunder without Cause (including by non-renewal of this Agreement at the election of the Company at the end of a Term), or if the Executive terminates the Executive's employment hereunder on account of a Breach by the Company, and in either case the termination is not upon a Change in Control or within the Change in Control Protective Period, the Company shall pay or provide (as applicable) to the Executive, the following: (i) the Executive’s Base Salary, Accrued Incentive Compensation and Stub-Period Incentive Compensation earned, but unpaid, as of the Date of Termination; plus (ii) any amounts payable pursuant to Sections 4(d), 4(e), and 4(f); plus (iii) any benefits or amounts payable, on account of the Executive’s (A) exercise of his then exercisable rights under any long-term incentive compensation plan or arrangement, and (B) participation in any deferred compensation plan in which he was a participant as of his termination of service; plus (iv) lump sum severance equal to two (2) times the sum of: (1) the Executive’s annual Base Salary rate in effect immediately prior to the Executive’s Date of Termination, as determined by the UIL Board’s most recent review of salary rates pursuant to Section 4(a); and (2) the short-term annual incentive compensation payment to which the Executive would be entitled, calculated as if he had been employed by the Company on the last day of the year of his Termination, as if the Executive had achieved personal goals ‘at target’, and based on actual performance with respect to the achievement of Company goals, without pro-ration for the fact that the Executive was employed only a portion of such year. In the event that the ‘gate’, if any, is not reached with respect to Company goals, then no short-term incentive compensation will be included in the calculation of severance. Personal and Company goals shall be defined and determined as set forth in Section 4(b) of this Agreement. (v) for the period ending on the second first anniversary of the date of the Executive’s Date of Termination, continued participation in the medical and dental plans and programs plan(s) in which he was a participant as of his Date of Termination on the same basis as if he remained an active employee, provided that such participation is possible under the terms and provisions of such plans and programs and applicable law. Such period of continued participation shall run concurrently with, and reduce day- for-day, any obligation that the Company or any Affiliate would have to provide “COBRA” continuation coverage with respect to the Executive’s termination of employment. If the Executive’s participation in any such plan or program is barred as a result of the Executive’s termination, the Company shall arrange to provide the Executive with benefits substantially similar on an after-tax basis to those that the Executive would have been entitled to receive under such plan or program, provided that with respect to any benefit to be provided on an insured basis, the value of such coverage shall be based on the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits; and (vi) the addition of two (2) years of service deemed as an Employee of the Company in the calculation of the entitlement to and benefits payable under the Company’s retiree medical benefit plan and in the calculation of benefits payable under The United Illuminating Company Pension Plan, which amount shall be paid as a non-qualified supplemental retirement benefit.]

Upon Termination Without Cause, or Upon Breach by the Company, not on account of a Change in Control. If the Company terminates the Executive's employment hereunder without Cause (including by non-renewal of this Agreement at the election of the Company at the end of a Term)Cause, or if the Executive terminates the Executive's employment hereunder on account of a Breach by the Company, and in either case the termination is not upon a Change in Control or within the Change in Control Protective Period, the Company shall pay or provide (as applicable) to the Executive, the following: (i) the Executive’s Base Salary, Accrued Incentive Compensation and Stub-Period Incentive Compensation earned, but unpaid, as of the Date of Termination; plus (ii) any amounts payable pursuant to Sections 4(d), 4(e), and 4(f)) hereof; plus (iii) any benefits or amounts payable, payable on account of the Executive’s (A) exercise of his then exercisable rights under participation in any long-term incentive compensation plan and equity compensation plan or arrangement, and (B) participation in any deferred compensation plan in which he was a participant as of his termination of service, all as determined in accordance with the terms and conditions of such plans and arrangements; plus (iv) lump sum severance equal to two one (21) times the sum of: (1) the Executive’s annual Base Salary rate in effect immediately prior to the Executive’s Date of Termination, as determined by the UIL Board’s most recent review of salary rates pursuant to Section 4(a); and (2) the short-term annual incentive compensation payment to which the Executive would be entitled, calculated as if he had been employed by the Company on the last day of the year of his Termination, as if the Executive had achieved both personal goals and Company goals had been achieved ‘at target’, and based on actual performance with respect to the achievement of Company goals, without pro-ration for the fact that the Executive was employed only a portion of such year. In Except for the event assumption that the such goals shall have been achieved ‘gateat ‘target’, if any, is not reached with respect to Company goals, then no short-term incentive compensation will be included in the calculation of severance. Personal personal and Company goals shall be defined and determined as set forth in Section 4(b) of this Agreement. (v) for the period ending on the second first anniversary of the date of the Executive’s Date of Termination, continued participation in the medical and dental plans and programs plan(s) in which he was a participant as of his Date of Termination on the same basis as if he remained an active employee, provided that such participation is possible under the terms and provisions of such plans and programs and applicable law. Such period of continued participation shall run concurrently with, and reduce day- for-day, any obligation that the Company or any Affiliate would have to provide “COBRA” continuation coverage with respect to the Executive’s termination of employment. If the Executive’s participation in any such plan or program is barred as a result of the Executive’s termination, the Company shall arrange to provide the Executive with benefits substantially similar on an after-tax basis to those that the Executive would have been entitled to receive under such plan or program, provided that with respect to any benefit to be provided on an insured basis, the value of such coverage shall be based on the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits; and (vi) the addition of two (2) years of service deemed as an Employee of the Company in the calculation of the entitlement to and benefits payable under the Company’s retiree medical benefit plan and in the calculation of benefits payable under The United Illuminating Company Pension Plan, which amount shall be paid as a non-qualified supplemental retirement benefit.

Upon Termination Without Cause, or Upon Breach by the Company, not on account of a Change in Control. If the Company terminates the Executive's employment hereunder without Cause (including by non-renewal of this Agreement at the election of the Company at the end of a Term)Cause, or if the Executive terminates the Executive's employment hereunder on account of a Breach by the Company, and in either case the termination is not upon a Change in Control or within the Change in Control Protective Period, the Company shall pay or provide (as applicable) to the Executive, the following: (i) the Executive’s Base Salary, Accrued Incentive Compensation and Stub-Period Incentive Compensation earned, but unpaid, as of the Date of Termination; plus (ii) any amounts payable pursuant to Sections 4(d), 4(e), and 4(f)) hereof; plus (iii) any benefits or amounts payable, on account of the Executive’s (A) exercise of his then exercisable rights under participation in any long-term incentive compensation plan and equity compensation plan or arrangement, and (B) participation in any deferred compensation plan in which he she was a participant as of his her termination of service, all as determined in accordance with the terms and conditions of such plans and arrangements; plus (iv) lump sum severance equal to two one (21) times the sum of: (1) the Executive’s annual Base Salary rate in effect immediately prior to the Executive’s Date of Termination, as determined by the UIL Board’s most recent review of salary rates pursuant to Section 4(a); and (2) the short-term annual incentive compensation payment to which the Executive would be entitled, calculated as if he she had been employed by the Company on the last day of the year of his her Termination, and as if the Executive had achieved both personal goals and Company goals had been achieved ‘at target’, and based on actual performance with respect to the achievement of Company goals, ’ without pro-ration for the fact that the Executive was employed only a portion of such year. In Except for the event assumption that the ‘gate’such goals shall have been achieved at target, if any, is not reached with respect to Company goals, then no short-term incentive compensation will be included in the calculation of severance. Personal personal and Company goals shall be defined and determined as set forth in Section 4(b) of this Agreement. (v) for the period ending on the second first anniversary of the date of the Executive’s Date of Termination, continued participation in the medical and dental plans and programs plan(s) in which he she was a participant as of his her Date of Termination on the same basis as if he she remained an active employee, provided that such participation is possible under the terms and provisions of such plans and programs and applicable law. Such period of continued participation shall run concurrently with, and reduce day- for-day, any obligation that the Company or any Affiliate would have to provide “COBRA” continuation coverage with respect to the Executive’s termination of employment. If the Executive’s participation in any such plan or program is barred as a result of the Executive’s termination, the Company shall arrange to provide the Executive with benefits substantially similar on an after-tax basis to those that the Executive would have been entitled to receive under such plan or program, provided that with respect to any benefit to be provided on an insured basis, the value of such coverage shall be based on the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits; and (vi) the addition of two (2) years of service deemed as an Employee of the Company in the calculation of the entitlement to and benefits payable under the Company’s retiree medical benefit plan and in the calculation of benefits payable under The United Illuminating Company Pension Plan, which amount shall be paid as a non-qualified supplemental retirement benefit.

Upon Termination Without Cause, or Upon Breach by the Company, not on account of a Change in Control. If the Company terminates the Executive's employment hereunder without Cause (including by non-renewal of this Agreement at the election of the Company at the end of a Term), or if the Executive terminates the Executive's employment hereunder on account of a Breach by the Company, and in either case the termination is not upon a Change in Control or within the Change in Control Protective Period, the Company shall pay or provide (as applicable) to the Executive, the following: (i) the Executive’s Base Salary, Accrued Incentive Compensation and Stub-Period Incentive Compensation earned, but unpaid, as of the Date of Termination; plus (ii) any amounts payable pursuant to Sections 4(d), 4(e), and 4(f); plus (iii) any benefits or amounts payable, payable on account of the Executive’s (A) exercise of his then exercisable rights under participation in any long-term incentive compensation plan and equity compensation plan or arrangement, and (B) participation in any deferred compensation plan in which he was a participant as of his termination of service, all as determined in accordance with the terms and conditions of such plans and arrangements; plus (iv) lump sum severance equal to two (2) times the sum of: (1) the Executive’s annual Base Salary rate in effect immediately prior to the Executive’s Date of Termination, as determined by the UIL Board’s most recent review of salary rates pursuant to Section 4(a); and (2) the short-term annual incentive compensation payment to which the Executive would be entitled, calculated as if he had been employed by the Company on the last day of the year of his Termination, and as if the Executive had achieved both personal goals and Company goals had been achieved ‘at target’, and based on actual performance with respect to the achievement of Company goals, without pro-ration for the fact that the Executive was employed only a portion of such year. In Except for the event assumption that the ‘gate’such goals shall have been achieved at target, if any, is not reached with respect to Company goals, then no short-term incentive compensation will be included in the calculation of severance. Personal personal and Company goals shall be defined and determined as set forth in Section 4(b) of this Agreement. (v) for the period ending on the second anniversary of the date of the Executive’s Date of Termination, continued participation in the medical and dental plans and programs in which he was a participant as of his Date of Termination on the same basis as if he remained an active employee, provided that such participation is possible under the terms and provisions of such plans and programs and applicable law. Such In the case of continuation in the Company’s medical and dental plans, such period of continued participation shall run concurrently with, and reduce day- for-day, any obligation that the Company or any Affiliate would have to provide “COBRA” continuation coverage with respect to the Executive’s termination of employment. If the Executive’s participation in any such plan or program is barred as a result of the Executive’s termination, the Company shall arrange to provide the Executive with benefits substantially similar on an after-tax basis to those that the Executive would have been entitled to receive under such plan or program, provided that with respect to any benefit to be provided on an insured basis, the value of such coverage shall be based on the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits; and (vi) the addition of two (2) years of service deemed as an Employee of the Company in the calculation of the entitlement to and benefits payable under the Company’s retiree medical benefit plan and in the calculation of benefits payable under The United Illuminating Company the Company’s Pension Plan, which amount shall be paid as a non-qualified supplemental retirement benefit.

Upon Termination Without Cause, or Upon Breach by the Company, not on account of a Change in Control. If the Company terminates the Executive's employment hereunder without Cause (including by non-renewal of this Agreement at the election of the Company at the end of a Term), or if the Executive terminates the Executive's employment hereunder on account of a Breach by the Company, and in either case the termination is not upon a Change in Control or within the Change in Control Protective Period, the Company shall pay or provide (as applicable) to the Executive, the following: (i) the Executive’s Base Salary, Accrued Incentive Compensation and Stub-Period Incentive Compensation earned, but unpaid, as of the Date of Termination; plus (ii) any amounts payable pursuant to Sections 4(d), 4(e), and 4(f); plus (iii) any benefits or amounts payable, on account of the Executive’s (A) exercise of his then exercisable rights under any long-term incentive compensation plan or arrangement, and (B) participation in any deferred compensation plan in which he was a participant as of his termination of service; plus (iv) a lump sum severance payment in an amount equal to two (2) times the sum of: (1) product of 1/12 of the Executive’s annual Base Salary rate in effect immediately prior to the Executive’s Date of Termination, as determined approved by the UIL Board’s Board of Directors of the Company at the time of its most recent review of the salary rates pursuant to Section 4(a); and (2) of all of the Company’s executives, plus 1/12 of the short-term annual incentive compensation payment to which the Executive would be entitled, calculated as if he had been employed by the Company on the last day of the year of his Terminationtermination, as if the Executive had achieved personal goals ‘at target’, and based on actual performance with respect to the achievement of Company goals, without pro-ration for multiplied by the fact that number of whole and partial years of the Executive was employed only a portion Executive’s service as an Employee of such yearthe Company at termination (not to be less than 12 nor more than 24 years). In the event that the ‘gate’, if any, is not reached with respect to Company goals, then no short-term incentive compensation will be included in the calculation of severance. Personal and Company goals shall be defined and determined as set forth in Section 4(b) of this Agreement. (v) for the period ending on the second first anniversary of the date of the Executive’s Date of Termination, continued participation in the medical and dental plans and programs plan(s) in which he was a participant as of his Date of Termination on the same basis as if he remained an active employee, provided that such participation is possible under the terms and provisions of such plans and programs and applicable law. Such period of continued participation shall run concurrently with, and reduce day- for-day, any obligation that the Company or any Affiliate would have to provide “COBRA” continuation coverage with respect to the Executive’s termination of employment. If the Executive’s participation in any such plan or program is barred as a result of the Executive’s termination, the Company shall arrange to provide the Executive with benefits substantially similar on an after-tax basis to those that the Executive would have been entitled to receive under such plan or program, provided that with respect to any benefit to be provided on an insured basis, the value of such coverage shall be based on the present value of the premiums expected to be paid for such coverage, and with respect to other benefits, such value shall be the present value of the expected cost to the Company of providing such benefits; and (vi) the addition of two (2) years of service deemed as an Employee of the Company in the calculation of the entitlement to and benefits payable under the Company’s retiree medical benefit plan and in the calculation of benefits payable under The United Illuminating Company Pension Plan, which amount shall be paid as a non-qualified supplemental retirement benefit.