UIL HOLDINGS CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT
EXHIBIT
10.1
UIL
HOLDINGS CORPORATION
THIS
AGREEMENT, made as of September
26, 2005,
by and
between UIL HOLDINGS CORPORATION, a Connecticut corporation, having its
principal place of business in New Haven, Connecticut, (hereinafter, "the
Company") and Xxxxxxx
X. Xxxxxxxx (hereinafter,
"the Optionee"),
WITNESSETH
THAT:
WHEREAS,
the Company has adopted the UIL Holdings Corporation 1999 Amended and Restated
Stock Plan, a copy of which is annexed hereto ("the Plan," terms defined therein
being used herein as therein defined); and
WHEREAS,
the Optionee has been and is now a full-time employee of the Company or one
of
its Subsidiaries; and
WHEREAS,
the Administrator of the Plan has granted to the Optionee Stock Options to
purchase Common Stock of the Company; and
WHEREAS,
as a condition to the receipt of such Stock Options the Optionee is required
to
enter into this Agreement evidencing the terms and provisions governing the
Stock Options,
NOW
THEREFORE, the parties hereby agree as follows:
1. Options.
Pursuant
and subject to the terms of this Plan, this Agreement evidences the grant to
the
Optionee of an option to purchase Five
Thousand (5,000)
shares
of Company Common Stock at an exercise price per share of
$52.08 (the
"Stock Options," and each a "Stock Option"). The Stock Options are Nonqualified
Stock Options, and each Stock Option includes a Reload Right.
2. Exercisability
and Duration
a. Generally.
No part
of the Stock Options will be exercisable until September
26, 2006.
On that
date, options to acquire One
Thousand Six Hundred and Sixty-Seven (1,667)
shares
of Company Common Stock will first become exercisable. Thereafter, options
to
acquire an additional One
Thousand Six Hundred and Sixty-Seven (1,667)
shares
will first become exercisable on September
26, 2007,
and
options to acquire an additional One
Thousand Six Hundred and Sixty-Six (1,666)
shares
will first become exercisable on September
26, 2008.
A Stock
Option arising from the
1
exercise
of a Reload Right will become exercisable on the six-month anniversary of the
date when the Reload Right was exercised. When a Stock Option, including a
Stock
Option arising from the exercise of a Reload Right, becomes exercisable, it
and
its Reload Right will remain exercisable until September
26, 2015,
unless
one of the events covered by subsection c. below occurs, in which event the
exercisability rules set forth in that subsection will apply.
b. Continued
Employment.
Except
as otherwise provided in subsection c. below, the Optionee may exercise a Stock
Option only if the Optionee is, and has continuously been since September
26, 2005,
a
full-time employee of the Company or one of its Subsidiaries.
c. Exercisability
of Options Upon Certain Events. Upon
the
termination of the Optionee’s full-time employment by the Company or one of its
Subsidiaries as a result of retirement, death or disability, all of the Stock
Options that have not expired or been exercised will become immediately
exercisable. Upon the termination of the Optionee's full-time employment for
any
other reason, including but not limited to voluntary or involuntary termination,
all of the Stock Options that are not then exercisable will automatically
expire. The Optionee will be considered "retired" or "disabled" for purposes
of
the Plan if the Optionee is entitled to a service pension, disability pension,
disability benefit or disability allowance under the Company's pension or
disability plan.
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(i)
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Upon
Death.
If
the Optionee’s full-time employment by the Company or one of its
Subsidiaries is terminated by death, the Optionee's legal representative
or successor by bequest or the laws of descent and distribution (each
a
"Successor in Interest") may exercise, in whole or in part, the Stock
Options exercisable by the Optionee on the Optionee’s date of death, from
time to time within one year after the Optionee's date of
death.
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(ii)
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Upon
Retirement, or Termination Due to Disability.
If
the Optionee's full-time employment by the Company or one of its
Subsidiaries is terminated due to retirement or disability, the Optionee,
or the Optionee’s guardian or Successor in Interest, may exercise, in
whole or in part, the Stock Options and Reload Rights exercisable
by the
Optionee on the date of termination of the Optionee’s full-time
employment, from time to time within three years after such
date.
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(iii)
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Upon
Voluntary or Involuntary Termination of Service.
Upon a voluntary or involuntary termination of the Optionee’s full-time
employment by the Company or one of its Subsidiaries due to any
cause
other than the death, retirement or disability, the Optionee, or
the
Optionee’s Successor in Interest, may exercise, in whole or in part, the
Stock Options exercisable by the Optionee on the date of termination
of
the Optionee’s full-time employment, from time to time within five months
after such date;
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2
provided,
however, that if the Optionee is terminated for cause (as determined by the
Administrator), or if the Optionee, at any time after his or her voluntary
or
involuntary termination of full-time employment, engages in any occupation
or
business that, in the opinion of the Administrator, is a competitor of the
Company or any of its Subsidiaries, all of the Optionee's unexercised Stock
Options may be canceled by the Administrator.
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(iv)
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Upon
a Change of Control. In
the event of a change of control of the Company, all of the Stock
Options
that have not expired or been exercised will become immediately
exercisable. Change in Control of the Company shall be as defined
in the
Plan, as that definition and the Plan may be amended from time
to
time.
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Transfer
of the Optionee from the Company to a Subsidiary, from a Subsidiary to the
Company, and from one Subsidiary to another, will not be considered a
termination of employment. Nor will it be considered a termination of employment
if the Optionee is placed on a military or sick leave or any other leave of
absence that is considered as continuing intact the employment relationship.
In
such a case, the employment relationship will be continued until the date when
an employee's right to reemployment is no longer guaranteed either by law or
by
contract.
3. Payment
for Stock.
The
Stock
Options may be exercised only upon payment of the exercise price in full. Such
payment will be made in cash or by the Optionee's surrendering, either actually
or by attestation, a share or shares of Common Stock having a Fair Market Value
on the date of the exercise equal to the aggregate exercise price of the Stock
Options being exercised, or in any combination of cash and such shares, as
determined by the Administrator. In order to exercise a Reload Right, the
Optionee must pay the exercise price of the underlying Stock Option in full
by
surrendering, either actually or by attestation, a share or shares of Common
Stock having a Fair Market Value on the date of exercise equal to the exercise
price of such Stock Option. "Fair Market Value" on any date shall be the average
of the high and low sales price of shares of Common Stock on the New York Stock
Exchange composite tape, or such other recognized market source as may be
designated by the Administrator from time to time, on such date. If there is
no
sale on such date, then such average price on the last previous day on which
a
sale is reported shall govern.
Prior
to
the exercise of a Stock Option and delivery of the Common Stock purchased
thereby, the Optionee will have no right to dividends and will have no voting
or
other rights on account of the Stock Options.
3
4. Documentation
of Exercise.
In
order
to exercise a Stock Option, the Optionee must remit to the Administrator a
completed and signed Notice of Exercise, in the form attached hereto as Schedule
A, together with cash, or a check made payable to the Company, in the amount
of
the aggregate exercise price. In the event that the Optionee is exercising
Stock
Options or Reload Rights with a share or shares of Common Stock, the Optionee
must first remit to the Administrator a completed and signed Stock for Stock
Exercise Worksheet, in the form attached hereto as Schedule B, and must
thereafter surrender to the Company, either actually or by attestation, such
number of shares of Common Stock, together with such cash or check payment,
as
the Administrator shall determine, and, since the exact amounts cannot be
determined until processing by the Administrator of the Stock for Stock Exercise
Worksheet form, the Optionee shall have such additional period of time as may
be
allowed by the Administrator, in a uniform and nondiscriminatory manner, in
which to surrender such share or shares of Common Stock and remit any cash
or
check payment due.
No
shares
of Common Stock will be issued to the Optionee or listed in the Optionee’s name
on the books of the Company until those shares have been paid for in
full.
In
addition to the foregoing documents, the Optionee will execute such other
documents or take such other steps as the Administrator deems necessary or
advisable to comply with any applicable law, regulation, rule or
order.
5. Date
of Exercise.
Except
as
otherwise provided in this Paragraph 5, the date on which a Stock Option shall
be considered to have been exercised shall be the date on which the
Administrator receives all such properly completed and executed forms as are
required pursuant to Paragraph 4, together with payment in full for the Stock
being purchased. In the case of an exercise of a Stock Option or Reload Right
with Company Common Stock, the exercise date shall be the date on which the
Plan
Administrator receives all properly completed forms, provided the Optionee
remits any cash or check payment due within the time allowed as provided in
Paragraph 4.
6. Transferability.
Except
as otherwise permitted by the Administrator, the Stock Options are not
transferable otherwise than by the Optionee's will or by the laws of descent
and
distribution.
7. Listing.
Registration and/or Approvals.
Each
Stock Option is subject to the requirement that if at any time the Administrator
determines it is necessary or desirable to list, register or qualify any shares
of Common Stock subject to such Option upon any securities exchange or under
any
state or federal law, or to obtain the consent or approval of any governmental
regulatory body as a condition of, or in connection with, the granting of such
Stock Option or the issue or purchase of shares of Common Stock
4
thereunder,
such Stock Option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained, free of any conditions not acceptable to the
Administrator.
8. Adjustments.
In
the
event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, distribution of assets, or any
other change in the corporate structure or shares of the Company, the
Administrator will make such adjustments as it deems appropriate in the number
and kind of shares covered by the Stock Options and in the exercise price of
the
Stock Options. In the event of any merger, consolidation or other reorganization
in which the Company is not the surviving or continuing corporation, all of
the
Stock Options and Reload Rights outstanding on the date of such event will
be
assumed by the surviving or continuing corporation. In the event of any
reorganization in which all of the shares of the Company's Common Stock are
exchanged for shares of the common stock of another corporation, all of the
Stock Options and Reload Rights outstanding on the effective date of the share
exchange will be automatically converted into stock options and reload rights
to
purchase shares of the other corporation on identical terms, and the other
corporation will assume the Plan.
9. Binding
Effect.
The
provisions of this Agreement shall be binding upon and inure to the benefit
of
the Company, its successors and assigns, and the Optionee and the Optionee’s
guardians and Successors of Interest.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the dates set
forth
below.
UIL
HOLDINGS
CORPORATION
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Date:
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September
28,
2005
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By:
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/s/
Xxxxxxxxx X.
Xxxxxxx
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Its
Chairman of the Board of Directors,
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President
and Chief Executive Officer
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Grant
of
Options on foregoing terms
acknowledged.
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Date:
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September
28,
2005
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By:
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/s/
Xxxxxxx X.
Xxxxxxxx
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