FIRST AMENDMENT TO
RESTRICTED STOCK AGREEMENT
(Under The Connecticut Natural Gas Corporation Executive
Restricted Stock Plan)
THIS AMENDMENT is made and entered into as of the 27th
day of April, 1999, by and between CONNECTICUT NATURAL GAS
CORPORATION, a Connecticut corporation with its principal
executive offices in Hartford, Connecticut (hereinafter referred
to as "CNG") and ______________________________ (hereinafter
referred to as the "Participant").
W I T N E S S E T H:
WHEREAS, by Agreement dated as of October 1, 1996 (the
"Agreement") CNG and the Participant entered into an Agreement
entitled Restricted Stock Agreement (Under the Connecticut
Natural Gas Corporation Executive Restricted Stock Plan); and
WHEREAS, the parties wish to amend the Agreement in the
particulars set forth below;
NOW, THEREFORE, CNG and the Participant agree as
follows effective as of March 31, 1997:
1. By adding the following sentence at the end of the
first paragraph of Section 2 of the Agreement:
"All references in the Agreement to the "Corporation's
capital stock", "common stock of the Corporation" or
any similar term shall be deemed to mean and refer to
the common or capital stock of CTG Resources, Inc. or
its successor or successors for all periods from and
after March 31, 1997."
2. By deleting the last sentence of the first
paragraph of Section 3(b) of the Agreement and inserting in lieu
thereof the following:
"The Committee shall take into consideration
adjustments in the capital structure (of the type
referred to in Section 12 of this Agreement) of the
Corporation and of the companies in the comparative
group and such other factors as it, in its sole
discretion, shall deem appropriate to measure the
performance of the Corporation and the respective
companies and their ranking for purposes of Section
3(c) below."
3. By deleting Section 4(a) of the Agreement and
inserting in lieu thereof the following:
"(a) The Restricted Property may not be
encumbered, sold, assigned, transferred, pledged or
otherwise disposed of at any time during the period
that Risks of Forfeiture apply, in accordance with
Sections 4 and 5, to such Restricted Property (the
"Restriction Period"). If any of the Restricted
Property is so encumbered, sold, assigned, transferred,
pledged or otherwise disposed of during the Restriction
Period, all then Restricted Property held for the
account of Participant shall automatically be forfeited
to the Corporation."
4. By deleting the phrase "an employee of the
Corporation or a Subsidiary, as the case may be," where it
appears in Section 4(b) of the Agreement and inserting in lieu
thereof the phrase "an employee of the Corporation or a
Subsidiary, as the case may be, and all Affiliates (as defined
below) thereof,".
5. By adding a new paragraph at the end of Section
4(b) of the Agreement as follows:
"For purposes of this Agreement, "Affiliate" shall
mean any parent of the Corporation, any entity in which
the Corporation or parent of the Corporation directly
or indirectly owns 50% or more of the voting
securities, or any other entity that is included in a
controlled group of corporations in which the
Corporation is included as provided in Section 414(b)
of the Internal Revenue Code or is a trade or business
under common control with the Corporation as provided
in Section 414(c) of the Internal Revenue Code."
6. By deleting the phrases "employed by the
Corporation or any Subsidiary " and "employment with the
Corporation or a Subsidiary" where they appear in Section 5(b) of
the Agreement and inserting in lieu thereof, respectively, the
phrases "employed by the Corporation or any Subsidiary, as the
case may be, and all Affiliates thereof" and "employment with the
Corporation, Subsidiary or Affiliate, as the case may be."
7. By deleting Section 5(c) of the Agreement and
inserting in lieu thereof the following:
(c) Upon the occurrence of a Change of Control, as
defined below, all Risks of Forfeiture will lapse and all
Restricted Property shall vest and become distributable in
accordance with the terms of Section 5 hereof, without
further adjustment attributable to the Adjustment
Provisions. For purposes of this Agreement, a "Change of
Control" shall mean: (i) the acquisition by any
individual, entity or group (within the meaning of Section
13(d) (3) or 14(d) (2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either
(1) the then outstanding shares of common stock of CTG
Resources, Inc. (for purposes of this Section 5(c),
hereinafter the "Company") (the "Outstanding Common Stock")
or (2) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Voting
Securities"); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not
constitute a Change of Control: (1) any acquisition directly
from the Company, (2) any acquisition by the Company, (3)
any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (4) any acquisition
by any corporation pursuant to a transaction which complies
with clauses (1), (2) and (3) of subsection (iii) of this
Section 14(a); or (ii) Individuals who, as of March 31,
1997, constitute the Board of Directors of the Company (the
"Incumbent Board") cease for any reason to constitute at
least a majority of the Board of Directors of the Company;
provided, however, that any individual becoming a director
subsequent to March 31, 1997 whose election, or nomination
for election by the Company's shareholders, was approved by
a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual
or threatened election contest with respect to the election
or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than the Board of Directors of the Company; or
(iii) Consummation of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, immediately following
such Business Combination, (1) all or substantially all of
the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Common Stock and
Outstanding Voting Securities immediately prior to such
Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or
all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in
substantially the same proportions as their ownership,
immediately prior to such Business Combination of the
Outstanding Common Stock and Outstanding Voting Securities,
as the case may be, (2) no Person (excluding any corporation
resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or any
related corporation or such corporation resulting from such
Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership
existed prior to the Business Combination, and (3) at least
a majority of the members of the board of directors of the
corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution
of the initial agreement, or of the action of the Board of
Directors of the Company, providing for such Business
Combination; or (iv) Approval by the shareholders of the
Company of a complete liquidation or dissolution of the
Company."
8. By adding the following sentence at the end of
Section 11 of the Agreement:
"All references to the "Corporation" in this Section 11
shall be deemed to mean and refer to CTG Resources,
Inc. or its successor or successors for all periods
from and after March 31, 1997."
9. Except as herein above modified and amended, the
Agreement, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, Connecticut Natural Gas Corporation
has caused this First Amendment to be duly executed in its
corporate name, and the Participant has hereunto set his/her hand
and seal effective as of the date first above written.
CONNECTICUT NATURAL GAS CORPORATION
By
Its
PARTICIPANT
