EXHIBIT 10.23c
EXHIBIT 10.24a
INSTRUMENT OF ASSUMPTION OF
STOCK OPTION PLANS
This Instrument of Assumption of Stock Options (the "Instrument of
Assumption"), made as of the 21st day of July, 2000, by UIL Holdings
Corporation, a Connecticut corporation ("UIL") in favor of The United
Illuminating Company, a Connecticut corporation ("UI"),
WITNESSETH THAT:
WHEREAS, effective at the close of business on July 20, 2000, and
pursuant to an Agreement and Plan of Merger and Share Exchange, dated as of
January 24, 2000, among UIL, UI and United Mergings, Inc., UI became a
wholly-owned subsidiary of UIL, and each outstanding share of UI's Common Stock
was automatically converted into and exchanged for one share of UIL's Common
Stock; and
WHEREAS, UI has had in effect since January 22, 1990 a 1990 Stock
Option Plan for certain of its key employees, which Plan, as amended immediately
prior to the close of business on the 20th day of July, 2000, includes the
following provision: "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 Stock Options granted hereunder and
outstanding on the effective date of the share exchange shall be automatically
converted into stock options to purchase shares of the other corporation on
identical terms, and the other corporation shall assume this Plan, and the Board
of Directors of the other corporation, excluding any member of said Board who
is, or within twelve (12) months prior to the exercise of any discretion under
this Plan, has been an employee of the other corporation, its subsidiaries, the
Company or its Subsidiaries, shall become the Administrator of this Plan on the
effective date of the share exchange."; and
WHEREAS, UI has had in effect since March 22, 1999, a 1999 Stock Option
Plan, which Plan includes the following provision: "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 Stock
Options granted hereunder and outstanding on the effective date of the share
exchange shall be automatically converted into stock options and reload options
to purchase shares of the other corporation on identical terms, and the other
corporation shall assume this Plan, and the Board of Directors of the other
corporation, excluding any member of said Board who is, or within twelve (12)
months prior to the exercise of any discretion under this Plan has been, an
employee of the other corporation, its subsidiaries, the Company or its
Subsidiaries, shall become the Administrator of this Plan on the effective date
of the share exchange."
NOW THEREFORE, in consideration of the premises, UIL hereby
acknowledges that it has assumed and become responsible for the performance of
all of the terms, conditions, covenants and agreements of each of the aforesaid
Stock Option Plans on the part of UI thereunder, including, without limitation,
the obligation to issue shares of
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Common Stock of UIL upon the exercise of Stock Options (as that term is defined
in said Stock Option Plans), pursuant to and in accordance with the terms and
conditions of said Stock Option Plans; and UIL does hereby covenant and agree to
hold harmless UI from and against any claims, demands, suits, actions, damages
or expenses, including but not limited to attorneys' fees, arising out of or in
any way connected with any default or alleged default on the part of UIL in the
faithful performance of the terms, conditions, covenants and agreements
contained in said Stock Option Plans.
This Instrument of Assumption shall be governed by and construed in
accordance with the laws of the State of Connecticut.
IN WITNESS WHEREOF, UIL has caused this Instrument of Assumption to be
executed as of the day and year first above written.
UIL HOLDINGS CORPORATION
By: s/s Robert L. Fiscus
------------------------------------------------
Robert L. Fiscus
Its Vice Chairman of the Board of Directors,
Chief Financial Officer, Treasurer and Secretary
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