EXHIBIT 10.25d
INSTRUMENT OF ASSIGNMENT AND
ASSUMPTION OF NON-EMPLOYEE
DIRECTORS COMMON STOCK AND
DEFERRED COMPENSATION PLAN
THIS INSTRUMENT (the "Assignment and Assumption Agreement"), made as of
the 21st day of July, 2000, by and between The United Illuminating company, a
Connecticut corporation (the "Assignor"), and UIL Holdings Corporation, a
Connecticut corporation (the "Assignee").
WITNESSETH THAT:
WHEREAS, effective at the close of business on July 20, 2000, and
pursuant to an Agreement and Plan of Merger and Share Exchange, dated as of
January 24, 2000, among Assignor, Assignee and United Mergings, Inc., Assignor
became a wholly-owned subsidiary of Assignee, and each outstanding share of
Assignor's Common Stock was automatically converted into and exchanged for one
share of Assignee's Common Stock; and
WHEREAS, effective at the close of business on July 20, 2000, each
non-employee Director of Assignor was duly elected a Director of Assignee; and
WHEREAS, Assignor has had in effect since December 22, 1980 a
compensation plan for its non-employee Directors, which plan, as amended and
restated on July 23, 1990, December 17, 1990, May 15, 1996, December 13, 1999,
and as of the close of business on July 20, 2000, has provided for the payment
to non-employee Directors of Assignor of portions of their compensation for
service as Directors in shares of Assignor's Common Stock, and has allowed
non-employee Directors of Assignor to defer the payment of part of the fees
payable to them for service as Directors of Assignor, all as set forth and
described in said Non-Employee Directors Common Stock and Deferred Compensation
Plan, as amended and restated (the "Plan"); and
WHEREAS, the Plan, as amended by said amendment as of the close of
business on July 20, 2000, has become the Plan of Assignee; and
WHEREAS, Assignor desires to assign and Assignee desires to assume, all
of Assignor's right and interest in and to, and all of the obligations and
liabilities arising out of the Plan,
NOW THEREFORE, in consideration of the premises, Assignor and Assignee
hereby agree as follows:
1. Assignor assigns, transfers and delivers to Assignee, and Assignee
hereby assumes, all of Assignor's right and interest in and to, and all of the
obligations and liabilities arising out of, the Plan.
2. Assignee assumes and agrees to perform all of the terms, conditions,
covenants and agreements of the Plan on the part of the Company (as that term is
defined in the Plan) thereunder, including, without limitation, all obligations
of Assignor to individuals who have served as Directors of Assignor at any time
since December 22, 1980, and to their beneficiaries, spouses, legal guardians or
conservators; and Assignee does hereby covenant and agree to hold harmless
Assignor from and against any claims, demands, suits, actions, damages or
expenses, including but not limited to attorneys' fees, arising out of or in any
way connected with any default or alleged default on the part of Assignee in
faithful performance of the terms, conditions, covenants and agreements
contained in the Plan.
3. This Assignment and Assumption Agreement may not be modified in any
manner or terminated, except by an instrument in writing executed by the parties
hereto.
4. This Assignment and Assumption Agreement shall be governed by and
construed in accordance with the laws of the State of Connecticut.
IN WITNESS WHEREOF, the parties have caused this Assignment and
Assumption Agreement to be executed as of the day and year first written above.
ASSIGNOR:
THE UNITED ILLUMINATING COMPANY
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxx
Its: Vice Chairman of the Board of Directors
and Chief Financial Officer
And by: /s/ Xxxxxxx X. Xxxx
--------------------------------------------
Xxxxxxx X. Xxxx
Its: Treasurer
ASSIGNEE:
UIL HOLDINGS CORPORATION
By: /s/Xxxxxx X. Xxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxx
Its: Vice Chairman of the Board of Directors
Chief Financial Officer, Treasurer and
Secretary
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