EXHIBIT 10.21b
FIRST AMENDMENT TO THE UNITED ILLUMINATING COMPANY
PHANTOM STOCK OPTION AGREEMENT
This FIRST AMENDMENT, made as of the close of business on the 20th day of
July, 2000, to the Phantom Stock Option Agreement, made as of the 23rd day of
February, 1998, (the "Agreement") between THE UNITED ILLUMINATING COMPANY, a
Connecticut corporation, (the "Company") and XXXXXXXXX X. XXXXXXX, an
individual, (the "Executive"),
WITNESSETH THAT:
(1) The Company and the Executive hereby agree to amend the Agreement as set
forth in Sections (2) and (3) below.
(2) Section 3 is amended to read as follows:
3. Payment Upon Exercise. On each date that the Executive or his personal
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representative exercises one or more Options, the Company shall become
obligated to pay the Executive or his personal representative, in cash, an
amount equal to the excess of the fair market value of the Common Stock of
UIL Holdings Corporation on that date over the Exercise Price, multiplied
by the number of options exercised. "Fair market value" shall be the
average of the high and low sale prices of shares of the Common Stock of
UIL Holdings Corporation on the New York Stock Exchange composite tape on
the exercise date or, if there is no sale on such date, then such average
price on the last previous day on which at least one sale shall have been
reported. The Company shall discharge each payment obligation to the
Executive or his personal representative on or before the second business
day following the exercise date.
(3) Section 6 is amended to read as follows:
6. Adjustments. In the event of a recapitalization, reclassification, stock
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split, stock dividend, combination of shares, or any other similar change
in the capital structure of UIL Holdings Corporation, an appropriate
adjustment shall be made in the number and or kind of shares covered by the
Options and/or in the Exercise Price of the Options. In the event of any
merger, consolidation or other reorganization in which the Company is not
the surviving or continuing corporation, all Options shall be assumed by
the surviving or continuing corporation.
(4) All the terms and conditions of the Agreement, as amended hereby, are and
shall remain in full force and effect.
(5) This First Amendment to the Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one in the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this instrument as
of the day and year first above written.
THE UNITED ILLUMINATING COMPANY ATTEST:
By /s/ Xxxxxx X. Xxxxxxxxxx /s/ Xxxxx X. Xxxxx
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Xxxxxx X. Xxxxxxxxxx Xxxxx X. Xxxxx
Its Group Vice President Its Vice President Investor Relations
Support Services and Corporate Secretary
/s/ Xxxxxxxxx X. Xxxxxxx
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Xxxxxxxxx X. Xxxxxxx
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