EXHIBIT 10.32
UIL HOLDINGS CORPORATION
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NON-EMPLOYEE DIRECTORS
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CHANGE IN CONTROL SEVERANCE PLAN
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ARTICLE I
PURPOSE OF PLAN
1.1 The purpose of The UIL Holdings Corporation Non-Employee Directors
Change in Control Severance Plan (the "Corporation" and the "Plan,"
respectively) is to provide the non-employee directors of the Corporation
("Directors") with appropriate assurances of continued income for a reasonable
period of time in the event that the individual's service as a director of the
Corporation (or a successor to the Corporation, whether direct or indirect, by
purchase, merger, consolidation or otherwise -- a "Successor") is terminated
under any of the circumstances described herein, thereby encouraging the
continued attention and dedication of the Directors to the continued success of
the Corporation.
ARTICLE II
ELIGIBILITY FOR PARTICIPATION
2.1 All Directors shall, during the term of their service on the Board
of Directors of the Corporation (the "Board") be covered by the Plan (each a
"Participant"). The Secretary of the Corporation shall provide to each
Participant a copy of the Plan.
ARTICLE III
TERM
3.1 Except under the circumstances described in Section 3.3 below, the
Board (or the governing body of its Successor) may, at any time and from time to
time, modify or amend, in whole or in part, any or all of the provisions of the
Plan, or suspend or terminate it entirely.
3.2 Except under the circumstances described in Section 3.3 below, the
Board (or the governing body of its Successor), may, at any time, by written
notice to any Participant, terminate the participation of such Participant in
the Plan or amend the Plan so as to impair the rights of such Participant in the
Plan.
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3.3 Termination or suspension of the Plan, or termination of any
Participant's participation in the Plan, or any amendment of the Plan that
impairs the rights of any Participant, occurring on or after the date of a
Change in Control, as that term is defined herein, shall not take effect until
the date of the Annual Meeting of the Shareowners of the Corporation (or its
Successor) next following the date of such Change in Control.
ARTICLE IV
ELIGIBILITY FOR BENEFITS
4.1 For the purpose of the Plan, Change in Control shall mean any of
the following events:
(a) any merger or consolidation of the Corporation (or its
Successor) with any corporate shareholder or group of corporate shareholders
holding twenty-five percent (.25) or more of the Common Stock of the Corporation
(or its Successor) or with any other corporation or group of corporations which
is, or after such merger or consolidation would be, or be affiliated with, a
shareholder owning at least twenty-five percent (.25) of the Common Stock of the
Corporation (or its Successor); or
(b) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition to or with any shareholder or group of shareholders holding
twenty-five percent (.25) or more of the Common Stock of the Corporation (or its
Successor), or any affiliate of such shareholder or group of shareholders, of
any assets of the Corporation (or its Successor) having an aggregate fair market
value of $50 million or more; or
(c) the issuance or sale by the Corporation (or its
Successor) of any securities of the Corporation (or its Successor) to any
shareholder or group of shareholders holding twenty-five percent (.25) or more
of the Common Stock of the Corporation (or its Successor), or to any affiliate
of such shareholder or group of shareholders, in exchange for cash securities or
other consideration having an aggregate fair market value of $50 million or
more; or
(d) the implementation of any plan or proposal for the
liquidation or dissolution of the Corporation (or its Successor) proposed by or
on behalf of any shareholder or group of shareholders owning at least
twenty-five percent (.25) of the Common Stock of the Corporation (or its
Successor), or any affiliates of such shareholder or group of shareholders; or
(e) any reclassification of securities (including a reverse
stock split), or recapitalization of the Corporation (or its 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 the Corporation (or its
Successor), which is directly or indirectly owned by a shareholder or group of
shareholders owning at least twenty-five percent (.25) of the
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Common Stock of the Corporation (or its Successor), or any affiliate of such
shareholder or group of shareholders.
The Board may, from time to time, by affirmative vote of not less than
a majority of the entire membership of the Board, at a meeting of the Board
called and held for the purpose, modify the phrase "twenty-five percent (.25)"
in one or more of (a), (b), (c), (d) and/or (e) above to a lesser percentage,
but not less than twenty-percent (.20).
4.2 The benefits described in Article V hereof shall become payable to
a Participant:
(a) in the event that, after a Change in Control has been
approved by all necessary shareowner, creditor and regulatory actions, the
Participant's service as a Director is terminated, involuntarily and other than
by a judicial proceeding pursuant to Section 33-743 of the General Statues of
Connecticut (Revision of 1958) on the effective date of the Plan and as that
statute may be amended from time to time ("Statutory Removal"), prior to the
date of the Change in Control; or
(b) if the Participant's service as a Director is terminated
on the date of a Change in Control or on the date of any termination of the
Corporation (or its Successor's) existence; or
(c) if the Participant's service as a Director is terminated,
involuntarily and other than by Statutory Removal, following the date of a
Change in Control and prior to the date of the Annual Meeting of the Shareowners
of the Corporation (or a Successor) next following the date of a Change in
Control.
4.3 In no event shall the voluntary resignation of a Participant give
rise to any benefits under the Plan.
ARTICLE V
BENEFITS
5.1 In the event of a termination covered by Section 4.2 above, the
Corporation (or its Successor) shall pay such Participant within thirty (30)
days a lump sum amount equal to such Participant's Total Remuneration. For
purposes of the Plan, Total Remuneration is defined as the sum of a
Participant's annual retainer fee, plus, if the Participant is a Committee
Chairperson, the annual fee payable to such Participant for service as a
Chairperson, plus an amount equal to the product of the fee payable for each
meeting of the Board attended by the Participant multiplied by ten, each of said
fees as in effect immediately prior to the termination of the Participant's
service.
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ARTICLE VI
PROVISIONS
6.1 If any Participant receiving benefits under Article V of this Plan
should die while any amounts are still payable to him or her thereunder, all
such amounts shall be paid to the Participant's designated beneficiary or, if no
designation has been made, to his or her spouse, if any, and if none, to his or
her children then living, if any, in equal payments, and if none, to the
Participant's personal representatives.
6.2 In the event that a Participant institutes any legal action to
enforce his or her rights under the Plan, and provided that he or she is the
prevailing party, such Participant shall be entitled to recover from the
Corporation (or its Successor) any actual and documented expenses for reasonable
attorney's fees and disbursements incurred by him or her.
6.3 Any dispute or controversy arising under or in connection with the
Plan shall be settled exclusively by arbitration in New Haven, Connecticut, in
accordance with the rules of the American Arbitration Association then in
effect; and judgment may be entered on the arbitration award in any court having
jurisdiction.
6.4 Any notice or other communication pursuant to the Plan intended
for a Participant shall be deemed given when personally delivered to such
Participant or sent to such Participant by registered or certified mail, return
receipt requested, at such Participant's residence address as it appears on the
records of the Corporation (or its Successor), or at such other address as such
Participant shall have specified by notice to the Corporation (or its Successor)
in the manner herein provided. Any notice or other communication pursuant to the
Plan intended for the Corporation (or its Successor) shall be deemed given when
personally delivered to the Secretary or Assistant Secretary of the Corporation
(or its Successor), or sent to the attention of the Secretary or Assistant
Secretary by registered or certified mail, return receipt requested, at its
headquarters at 157 Church Street, New Haven, Connecticut, or at such other
address as the Corporation (or its Successor) shall have specified by notice to
all of the Participants in the manner herein provided.
6.5 A Participant may not assign, anticipate, transfer, pledge,
hypothecate or alienate in any manner any interest arising under the Plan, nor
shall any such interest be subject to attachment, bankruptcy proceedings or to
any other legal processes or to the interference or control of creditors or
others.
6.6 In the event any provision of the Plan, if challenged, would be
declared invalid, illegal or unenforceable, such provision shall be construed
and enforced as if it had been more narrowly drawn so as not to be illegal,
invalid or unenforceable, and the validity, legality and enforceability of the
remaining provisions shall not be affected or impaired thereby.
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