FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
EXHIBIT
10.38a
FIRST
AMENDMENT
TO
THIS
AMENDMENT ( the “First
Amendment”) is made as of the 18 day
of November
2004, between The United Illuminating Company, a Connecticut Corporation (the
“Company”) and Xxxxxxx X. Xxxx (the “Executive”),
WITNESSETH
THAT
WHEREAS,
the Company previously entered
into an amended and restated employment agreement with the Executive dated
as of
March 26, 2004 (the “Employment Agreement”); and
WHEREAS,
the Company and the Executive
desire to further amend the Employment Agreement by this First Amendment,
effective as of November 18, 2004, to
reflect
certain changes to the severance provisions under the Employment Agreement
and
to make two other clarifying revisions to the Employment Agreement;
NOW
THEREFORE, the following Sections
of the Agreement are hereby amended as follows:
1.
The first sentence of Section 1(b) of the Agreement is revised to read as
follows:
The
term
of this Agreement shall be for a period commencing on the date hereof and ending
on the second anniversary of the date hereof, unless this Agreement is earlier
terminated as provided in Section 5 (the “Initial Term”).
2.
Section 6(a)(i) is revised to read as follows:
(i)
The Executive’s Base Salary, earned but unpaid
as of the
Date of Termination, and Accrued Incentive Compensation (as defined in
Section 4(b));
3.
Section 6(c)(iv)(2), which describes, in part, the severance that the Executive
is entitled to upon a termination without cause is hereby revised to read as
follows:
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(2)
the short-term annual incentive compensation payment to which the
Executive would be entitled, calculated as if he had been employed
by the
Company on the last day of the year of his termination, as if both
personal goals and Company goals had been achieved ‘at target’, without
pro-ration for the fact that the Executive was employed only a portion
of
such year. Except for the assumption that such goals shall have
been achieved at target, personal and Company goals shall be defined
and
determined as set forth in Section 4(b) of this Agreement.
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All
of
the other terms and conditions of the Employment Agreement shall remain in
full
force and effect.
THE
UNITED ILLUMINATING
COMPANY
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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Xxxxx
X. Xxxxx
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Xxxxxxxxx
X. Xxxxxxx
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UIL
Vice President Investor Relations
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Its
Chief Executive
Officer
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Corporate
Secretary & Assistant Treasurer
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/s/
Xxxxxxx X. Xxxx
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Xxxxxxx
X. Xxxx
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