FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
EXHIBIT
10.9
FIRST
AMENDMENT
TO
THIS
AMENDMENT ( the “Amendment”) is
made
as of the first day of March, 2005, between UIL Holdings Corporation, a
Connecticut Corporation (the “Company”) and Xxxxxxx X. Xxxxxxx (the
“Executive”),
WITNESSETH
THAT
WHEREAS,
the Executive previously has been employed by the Company as its Director of
Audit Services pursuant to an employment agreement between the Company and
the
Executive dated as of November 8, 2004 (the “Agreement”); and
WHEREAS,
the Company desires to promote the Executive to the position of Vice President
of Audit Services and Chief Compliance Officer, and the Executive desires to
be
so employed by the Company;
WHEREAS,
in order to reflect such promotion it is desirable to amend the
Agreement;
NOW
THEREFORE, the Agreement is amended as follows:
1.
Section 1 of the Agreement is amended as of March 1, 2005 to read as
follows:
(1) EMPLOYMENT;
TERM
(a) The
Company hereby agrees to employ the Executive, and the Executive hereby agrees
to serve the Company, at the pleasure of the Board of Directors of UIL Holdings
Corporation (the “UIL Board”), all upon the terms and conditions set forth
herein.
(b) The
term
of this Agreement shall be for a period commencing on March 1, 2005 and ending
on the second anniversary thereof, unless this Agreement is earlier terminated
as provided in Section 5 (the “Initial Term”). Unless the Company has provided
the Executive with at least ninety (90) days prior written notice of its
decision not to renew this Agreement after the Initial Term or any subsequent
term, this Agreement shall be automatically renewed for a successive one year
term (the Initial Term and any renewal term being referred to as the “Term”).
For
purposes of this Agreement, a non-renewal at the election of the Company at
the
end of a Term shall constitute a termination of this Agreement without cause,
and shall be governed by the provisions of Section 6(c). In no event shall
the
Company give notice of a non-renewal from the time that an impending Change
in
Control (as hereinafter defined) is announced through the date of the
consummation of such Change in Control.
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2.
Section 2(a) of the Agreement is amended as of March 1, 2005 to read as
follows:
(2) POSITION
AND DUTIES
(a)
Effective as of March 1, 2005. the Executive shall be employed by the Company
as
its Vice President of Audit Services and Chief Compliance Officer, or in such
other equivalent or higher position as the UIL Board may determine. The
Executive shall:
(i)
accept such employment and perform and discharge, faithfully, diligently and
to
the best of the Executive's abilities, the duties and obligations of the
Executive's office and such other duties as may from time to time be assigned
to
the Executive by, or at the direction of, the Audit Committee of the UIL Board
or the President and Chief Executive Officer of the Company; and
(ii)
devote substantially all of the Executive's working time and efforts to the
business and affairs of the Company.
3.
Section 4(a) of the Agreement is hereby amended to read as follows:
(4) COMPENSATION
(a)
Base
Salary.
During
the Initial Term of the Executive's employment hereunder, the Executive shall
receive a base salary (“Base Salary”) at an annual rate of One Hundred Twenty
Six Thousand Seven Hundred Dollars ($126,700.00) increasing to One Hundred
Forty
One Thousand Dollars ($141,000.00) as of April 1, 2005, payable in accordance
with the then customary payroll practices of the Company. The Executive's
performance and Base Salary shall be reviewed by the UIL Board at least
annually, and may be revised upward as a result of any such review. The
Executive’s Base Salary may be revised downward by the UIL Board
contemporaneously with any general reduction of the salary rates of the
Company’s other executives.
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Date:
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July
8, 2005
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UIL
HOLDINGS CORPORATION
Attest:
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/s/
Xxxxx X. Xxxxx
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By:
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/s/
Xxxxxxxxx X. Xxxxxxx
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|
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Xxxxx
X. Xxxxx
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Xxxxxxxxx
X. Xxxxxxx
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||
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Vice
President Investor Relations, Corporate Secretary &
Treasurer
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Its
Chairman, President and Chief Executive
Officer
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Date:
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July
8, 2005
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/s/
Xxxxxxx X. Xxxxxxx
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|
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Xxxxxxx
X. Xxxxxxx
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