EXHIBIT 10.30
RESOLUTION ADOPTED BY
THE BOARD OF DIRECTORS OF
THE UNITED ILLUMINATING COMPANY
JUNE 26, 2000
RESOLVED: That, effective at the close of business on the Effective Date of the
Merger and the Share Exchange pursuant to that certain Agreement and Plan of
Merger and Share Exchange, dated as of January 24, 2000, among the Company, UIL
Holdings Corporation and United Mergings, Inc. (hereinafter in this Resolution
and the succeeding eleven Resolutions referred to as the "Effective Time"),
Section (7) CHANGE IN CONTROL of the Employment Agreement between the Company
and Nathaniel D. Woodson, made as of February 23, 1998, as amended to date; the
Amended and Restated Employment Agreement, effective as of March 1, 1997,
between the Company and Robert L. Fiscus, as amended to date; the Amended and
Restated Employment Agreement, effective as of March 1, 1997, between the
Company and James F. Crowe, as amended to date; the Employment Agreement, dated
as of March 1, 1997, between the Company and Albert N. Henricksen, as amended to
date; the Employment Agreement, dated as of March 1, 1997, between the Company
and Anthony J. Vallillo, as amended to date; the Employment Agreement, dated as
of March 1, 1997, between the Company and Rita L. Bowlby, as amended to date;
the Employment Agreement, dated as of March 1, 1997, between the Company and
Stephen F. Goldschmidt, as amended to date; the Employment Agreement, dated as
of March 1, 1997, between the Company and James L. Benjamin; the Employment
Agreement, dated as of March 1, 1997, between the Company and Charles J. Pepe,
as amended to date; the Employment Agreement, dated as of June 12, 2000, between
the Company and Gregory E. Sages; and the Employment Agreement, dated as of June
26, 2000, between the Company and Susan E. Allen, be amended to read as follows:
"(7) CHANGE IN CONTROL
For purposes of this Agreement, Change in Control of the Company shall
mean any of the following events:
(a) any merger or consolidation of the Company with any
corporate shareowner or group of corporate shareowners holding twenty-five
percent (.25) or more of the Common Stock of UIL Holdings Corporation (or a
successor to UIL Holdings Corporation, whether direct or indirect, by purchase,
merger, consolidation or otherwise - a "Successor"), or with any other
corporation or group of corporations that is, or after such merger or
consolidation would be, or be affiliated with, a shareowner or group of
shareowners owning at least twenty-five percent (.25) of the Common Stock of UIL
Holdings Corporation or a Successor, or
(b) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition of any assets of the Company having an aggregate fair market
value of $50 million or more to or with any shareowner or group of shareowners
holding twenty-five percent (.25) or more of the
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Common Stock of UIL Holdings Corporation or a Successor, or to or with any
affiliate of any such shareowner or group of shareowners; or
(c) the issuance or sale by the Company, or the sale by UIL
Holdings Corporation or a Successor, in exchange for cash, securities or other
consideration having an aggregate fair market value of $50 million or more, of
any securities of the Company to any shareowner or group of shareowners holding
twenty-five percent (.25) or more of the Common Stock of UIL Holdings
Corporation or a Successor, or to any affiliate of any such shareowner or group
of shareowners; or
(d) the implementation of any plan or proposal for the
liquidation or dissolution of the Company, or of UIL Holdings Corporation or a
Successor, proposed by or on behalf of any shareowner or group of shareowners
owning at least twenty-five percent (.25) of the Common Stock of UIL Holdings
Corporation or a Successor, or by or on behalf of any affiliate of any such
shareowner or group of shareowners; or
(e) any reclassification of securities (including a reverse
stock split), or recapitalization, of UIL Holdings Corporation or a Successor,
or any other transaction, which has the effect, directly or indirectly, of
increasing the proportionate share of outstanding shares of any class of equity
securities, or securities convertible into any equity securities, of UIL
Holdings Corporation or a Successor, which class of securities is directly or
indirectly owned by a shareowner or group of shareowners owning at least
twenty-five percent (.25) of the Common Stock of UIL Holdings Corporation or a
Successor, or by any affiliate of any such shareowner or group of shareowners.
The Board of Directors of the Company may, from time to time, by the
affirmative vote of not less than a majority of the entire membership of said
Board of Directors, at a meeting of said Board of Directors called and held for
the purpose, modify the phrase "twenty-five percent (.25)" in one or more of the
foregoing Sections (7)(a), (7)(b), (7)(c), (7)(d) and/or (7)(e) to a lesser
percentage, but not less than twenty percent (.20)."
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