Connecticut Sample Contracts

Booking Holdings Inc. – BOOKING HOLDINGS INC. 1999 OMNIBUS PLAN PERFORMANCE SHARE UNIT AGREEMENT (March 1st, 2019)

THIS PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made by and between Booking Holdings Inc., a Delaware corporation, with its principal United States office at 800 Connecticut Avenue, Norwalk, Connecticut 06854 (the “Company”), and the Participant, as of the Grant Date in 2019, which is provided on the web portal of the secure third-party vendor website used by the Company (to be referred to herein as the “Grant Summary”) for the administration of the Booking Holdings Inc. 1999 Omnibus Plan, as amended (the “Plan”). Pursuant to the terms of the Plan, the Compensation Committee of the Board (the “Committee”) has authorized this Agreement and approved the grant of Performance Share Units evidenced hereby.

Mbia Inc – RESTRICTED STOCK AGREEMENT (February 28th, 2019)

This Restricted Stock Agreement (this “Agreement”) is made and entered into as of November 8, 2018 between MBIA Inc., a Connecticut corporation (together with its successors and assigns, the “Company”), and Anthony McKiernan (the “Grantee”).

Mbia Inc – RESTRICTED STOCK AGREEMENT (February 28th, 2019)

This Restricted Stock Agreement (this “Agreement”) is made and entered into as of November 8, 2018 between MBIA Inc., a Connecticut corporation (together with its successors and assigns, the “Company”), and Jonathan C. Harris (the “Grantee”).

Mbia Inc – RESTRICTED STOCK AGREEMENT (February 28th, 2019)

This Restricted Stock Agreement (this “Agreement”) is made and entered into as of November 8, 2018 between MBIA Inc., a Connecticut corporation (together with its successors and assigns, the “Company”), and Daniel M. Avitabile (the “Grantee”).

Mbia Inc – RESTRICTED STOCK AGREEMENT (February 28th, 2019)

This Restricted Stock Agreement (this “Agreement”) is made and entered into as of November 8, 2018 between MBIA Inc., a Connecticut corporation (together with its successors and assigns, the “Company”), and William C. Fallon (the “Grantee”).

Mbia Inc – RESTRICTED STOCK AGREEMENT (February 28th, 2019)

This Restricted Stock Agreement (this “Agreement”) is made and entered into as of November 8, 2018 between MBIA Inc., a Connecticut corporation (together with its successors and assigns, the “Company”), and Adam T. Bergonzi (the “Grantee”).

Mbia Inc – RESTRICTED STOCK AGREEMENT (February 28th, 2019)

This Restricted Stock Agreement (this “Agreement”) is made and entered into as of November 8, 2018 between MBIA Inc., a Connecticut corporation (together with its successors and assigns, the “Company”), and Christopher H. Young (the “Grantee”).

Gartner Inc – SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 22nd, 2019)

This Second Amended Employment Agreement (the “Agreement”) is entered into effective as of February 14, 2019, by and between Eugene A. Hall, an individual (“Executive”) and Gartner, Inc., a Delaware corporation (the “Company”). This Agreement further amends and restates the amended and restated employment agreement dated March 19, 2016, which in turn amended and restated the employment agreement, dated April 13, 2011, each between the Company and Executive (collectively, the “Original Agreements”).

Public Service Co of New Hampshire – 800 Boylston St., Boston, Massachusetts 02199 56 Prospect St., Hartford, Connecticut 06103-2818 News Release (February 20th, 2019)

HARTFORD, Conn. and BOSTON, Mass. (February 20, 2019) – Eversource Energy (NYSE: ES) today reported full-year 2018 earnings of $1.033 billion, or $3.25 per share, compared with earnings of $988 million, or $3.11 per share, in 2017.  Full-year 2018 results include two items from the third quarter disclosed previously—a charge of $26 million, or $0.08 per share, associated with Eversource Energy’s investment in a natural gas pipeline project, and non-recurring tax benefits of $18 million, or $0.06 per share.

Ellington Financial LLC – Ellington Financial LLC Reports Fourth Quarter 2018 Results (February 20th, 2019)

Net investment income of $10.2 million for the quarter, or $0.33 per share; Adjusted net investment income2 of $12.7 million for the quarter, or $0.41 per share.

Ellington Residential Mortgage REIT – Ellington Residential Mortgage REIT Reports Fourth Quarter 2018 Results (February 12th, 2019)

Ellington Residential Mortgage REIT (NYSE: EARN) (the "Company") today reported financial results for the quarter ended December 31, 2018.

Eversource Energy – News Release (February 6th, 2019)

HARTFORD, Conn. and BOSTON, Mass. (February 6, 2019) – The Board of Trustees of Eversource Energy (NYSE:ES) today approved a quarterly dividend of $0.535 per share, payable on March 29, 2019, to shareholders of record as of the close of business on March 5, 2019.

Berkley W R Corp – NEWSRELEASE W. R. Berkley Corporation475 Steamboat RoadGreenwich, Connecticut 06830(203) 629-3000 FOR IMMEDIATE RELEASE CONTACT: Karen A. Horvath Vice President - External Financial Communications (203) 629-3000 (January 29th, 2019)

Greenwich, CT, January 29, 2019 -- W. R. Berkley Corporation (NYSE: WRB) today reported net income for the fourth quarter of 2018 of $132 million, or $1.03 per share.

United Rentals North America Inc – EMPLOYMENT AGREEMENT (January 23rd, 2019)

THIS AGREEMENT (this “Agreement”), made in Stamford, Connecticut as of October 31, 2018, between United Rentals, Inc., a Delaware corporation (the “Company” and together with its affiliates, the “Group”), and Paul McDonnell (“Executive”).

Fuelcell Energy Inc – FIRST AMENDMENT TO LOAN AGREEMENT (January 10th, 2019)

This FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated as of April 18, 2016 (the “Effective Date”), is made by and among FUELCELL ENERGY FINANCE, LLC, a Connecticut limited liability company having its principal office located at 3 Great Pasture Road, Danbury, Connecticut 06810 (hereinafter referred to as the “Parent”), RIVERSIDE FUELCELL, LLC, a Delaware limited liability company having its principal office located at 3 Great Pasture Road, Danbury, Connecticut 06810 (“Riverside Co-Borrower”), and NRG ENERGY, INC., a Delaware corporation having an office address located at 211 Carnegie Center, Princeton, New Jersey 08540, its permitted successors and/or assigns (hereinafter referred to as the “Lender”).  Each capitalized term used and not otherwise defined herein shall have the meaning assigned thereto in Article I of the Loan Agreement (as defined below).

Connecticut Water Service Inc / Ct – AMENDED AND RESTATED PROMISSORY NOTE (December 17th, 2018)

FOR VALUE RECEIVED, the undersigned CONNECTICUT WATER SERVICE, INC., a Connecticut corporation (“Maker”), hereby unconditionally promises to pay to CITIZENS BANK, NATIONAL ASSOCIATION, a national banking association (the “Payee” or “Bank”), or any subsequent assignee or holder (Payee and any subsequent assignee or holder being sometimes referred to as “Holder”) at the office of the Bank located at 209 Church Street, New Haven, Connecticut 06510, the principal amount of SEVENTY FIVE MILLION AND NO/100 DOLLARS ($75,000,000.00) or such lesser amount as may have been loaned, advanced or readvanced to Maker by the Bank under the terms of that certain Letter Agreement of even date herewith by and between Maker and the Bank (as amended and in effect from time to time, the “Letter Agreement”), together with interest thereon as provided herein and all other sums due from Maker to the Bank under the Letter Agreement and this Note.

Biohaven Pharmaceutical Holding Co Ltd. – 10:00 am – 10:30 am Registration 10:30 AM – 3:00 PM Scientific Discussion • Migraine: Unlocking the Value of Small Molecule CGRP Antagonists • Promise of Glutamate: Advancing Beyond Ketamine • Novel Targets to Harness the Immune System • Analyst-Led Q&A Session 3:00 PM – 5:00 PM POST- EVENT NETWORKING WITH EXPERTS MIGRAINE GUEST SPEAKERS Richard Lipton, MD, Professor, Albert Einstein College of Medicine Andrew Blumenfeld, MD, Director, Headache Center of Southern California Jelena Pavlovic, MD, PhD, Assistant Professor, Albert Einstein College of Medicine Alexander Mauskop, MD, Professor, SUNY (November 26th, 2018)
Sjw Group – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (November 26th, 2018)

On August 5, 2018, the Company entered into a Second Amended and Restated Agreement and Plan of Merger (the “Revised Merger Agreement”) with SJW Group, a Delaware corporation (“SJW”), and Hydro Sub, Inc., a Connecticut corporation and a direct wholly owned subsidiary of SJW (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of SJW (the “Merger”). Subject to the terms and conditions of the Revised Merger Agreement, at the effective time of the Merger, each outstanding share of our common stock (other than certain cancelled shares) will be automatically converted into the right to receive an amount in cash equal to $70.00 per share, payable without interest. The Revised Merger Agreement amends and restates in its entirety the Amended and Restated Agreement and Plan of Merger (the “First Amended and Restated Merger Agreement”), dated as of May 30, 2018, by and among the Company, SJW and Merg

Revolution Lighting Technologies, Inc. – SECURITY AGREEMENT (November 26th, 2018)

This Security Agreement (this “Security Agreement”) is made this 21st day of November, 2018, by and among REVOLUTION LIGHTING TECHNOLOGIES, INC., a Delaware corporation with its principal place of business located at 177 Broad Street, 12th Floor, Stamford, Connecticut 06901 (“Parent”) and each subsidiary of Parent party to this Security Agreement (together with Parent, each a “Grantor” and, collectively the “Grantors”) in favor of Aston Capital, LLC (“Aston Capital”), a Delaware limited liability company, as collateral agent (in such capacity, together with his successors and permitted assigns in such capacity, the “Agent”) for each of the Lenders (as defined below).

Sjw Group – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (November 26th, 2018)

The following discussion should be read in conjunction with the accompanying audited financial statements and related notes thereto contained in Exhibit 99.2 to the Current Report of SJW Group to which this discussion is attached (the “Audited Consolidated Financial Statements”). As used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the terms “we,” “our,” “us” and the “Company” refer to Connecticut Water Service, Inc., a Connecticut corporation, and do not, unless otherwise specified, include its subsidiaries.

Revolution Lighting Technologies, Inc. – SUBORDINATION AND INTERCREDITOR AGREEMENT (November 26th, 2018)

THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”), dated as of November 21, 2018, is made by (i) ROBERT V. LAPENTA a/k/a ROBERT LAPENTA, SR., an individual with a business address at 177 Broad Street, 12th Floor, Stamford, Connecticut 06901, solely in his capacity as a subordinated creditor hereunder (in such capacity, the “Individual Subordinated Creditor”), and (ii) ASTON CAPITAL, LLC, a Delaware limited liability company, solely in its capacity as a subordinated creditor hereunder (in such capacity, the “Company Subordinated Creditor”, and together with the Individual Subordinated Creditor, each a “Subordinated Creditor” and collectively the “Subordinated Creditors”), for the benefit of BANK OF AMERICA, N.A. (with its participants, successors and assigns, the “Lender”).

Ellington Financial LLC – Ellington Financial LLC Reports Third Quarter 2018 Results (November 7th, 2018)

Book value per share as of September 30, 2018 of $19.37 on a diluted basis, after payment of a quarterly dividend of $0.41 per share, as compared to book value per share of $19.57 on a diluted basis as of June 30, 2018.

Ellington Residential Mortgage REIT – Ellington Residential Mortgage REIT Reports Third Quarter 2018 Results (November 5th, 2018)

Ellington Residential Mortgage REIT (NYSE: EARN) (the "Company") today reported financial results for the quarter ended September 30, 2018.

Novan, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (November 5th, 2018)

This Executive Employment Agreement (the “Agreement”) is entered into as of August 8, 2018 (the “Effective Date”) by and between Novan, Inc., a Delaware corporation with its principal place of business in Durham County, North Carolina (the “Company”), and G. Kelly Martin, a resident of Southport, Connecticut (“Executive”). The Company and Executive may be referred to individually herein as a “party” or collectively as the “parties.”

Barnes Group Inc – INCREASE AND AMENDMENT NO. 5 TO CREDIT AGREEMENT (October 29th, 2018)

This INCREASE AND AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Agreement”), dated as of October 19, 2018, is by and among BARNES GROUP INC. (“BGI”), a Delaware corporation having its principal place of business at 123 Main Street, P.O. Box 489, Bristol, Connecticut 06011, BARNES GROUP SWITZERLAND GMBH, a limited liability company organized under the laws of Switzerland and an indirect, wholly-owned Subsidiary of BGI, registered at Unterer Einschlag, 2544 Bettlach, Switzerland, acting through its Nevis Branch having its registered office at 1426 Palm Grove, Four Seasons Estates, St. Kitts & Nevis, West Indies (“Barnes Switzerland”), BARNES GROUP ACQUISITION GMBH, a limited liability company incorporated under the laws of Germany and an indirect, wholly-owned Subsidiary of BGI, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Freiburg i.Br. under HRB 710836 (“Barnes Germany”), and BARNES GROUP LUXEMBOURG (NO. 1) S.À R.L., a private limited liabi

Stanley Black & Decker, Inc. – Stanley Black & Decker Reports 3Q 2018 Results; Announces $250 Million Cost Reduction Program To Offset 2019 External Headwinds (October 25th, 2018)

3Q’18 Diluted GAAP EPS Was $1.65; Excluding Charges, 3Q’18 Diluted EPS Was $2.08, Up 6%, As Price, Cost Control And Volume Leverage More Than Offset $135 Million Of Commodity Inflation, Currency And Tariffs

Berkley W R Corp – NEWSRELEASE W. R. Berkley Corporation475 Steamboat RoadGreenwich, Connecticut 06830(203) 629-3000 FOR IMMEDIATE RELEASE CONTACT: Karen A. Horvath Vice President - External Financial Communications (203) 629-3000 (October 23rd, 2018)
Hexcel Corp /De/ – AMENDMENT TO THE OFFICER SEVERANCE AGREEMENT (October 22nd, 2018)

This Amendment to the SEVERANCE AGREEMENT of October 2, 2017 (“Amendment”) between HEXCEL CORPORATION, a Delaware corporation with its principal place of business in Stamford, Connecticut (the "Company"), and Patrick Winterlich (the "Officer"), is effective as of June 1, 2018.

Hexcel Corp /De/ – AMENDMENT TO THE AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT (October 22nd, 2018)

This Amendment to the AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT of December 31, 2008 (“Amendment”) between HEXCEL CORPORATION, a Delaware corporation with its principal place of business in Stamford, Connecticut (the "Company"), and Robert G. Hennemuth (the "Executive"), is effective as of June 1, 2018.

Hexcel Corp /De/ – AMENDMENT TO THE OFFICER SEVERANCE AGREEMENT (October 22nd, 2018)

This Amendment to the SEVERANCE AGREEMENT of October 2, 2017 (“Amendment”) between HEXCEL CORPORATION, a Delaware corporation with its principal place of business in Stamford, Connecticut (the "Company"), and Gail E. Lehman (the "Officer"), is effective as of June 1, 2018.

Connecticut Water Service Inc / Ct – Connecticut Water Posts Instructional Video on How to Vote “FOR” the SJW Group Transaction Urges Shareholders to “Go Green” and Vote “FOR” on the GREEN Proxy Card to Receive Significant, Certain, Premium Value of $70 per Share in Cash and to Support Reliable Service and a Commitment to Jobs and Communities Video and More Information Available at www.sjw-ctws.com (October 17th, 2018)

CLINTON, Conn., October 17, 2018 – Connecticut Water Service, Inc. (NASDAQ: CTWS) today posted a video showing how Connecticut Water shareholders can vote with the GREEN proxy card “FOR” the transaction with SJW Group (NYSE: SJW). The video is available under the “How to Vote” tab on www.sjw-ctws.com and http://ir.ctwater.com.

Connecticut Water Service Inc / Ct – Connecticut Water Sends Letter to Shareholders Letter Highlights Significant, Certain, Premium Value Delivered to Connecticut Water Shareholders through the SJW Group Transaction Connecticut Water Urges Shareholders to Vote “FOR” the SJW Group Transaction by Phone, Internet or on the GREEN Proxy Card Today (October 15th, 2018)

CLINTON, Conn., October 15, 2018 – Connecticut Water Service, Inc. (NASDAQ: CTWS) today sent a letter to shareholders in connection with the previously announced transaction with SJW Group (NYSE: SJW). The Special Meeting of Connecticut Water Shareholders to vote on the transaction will be held on November 16, 2018.

United Rentals North America Inc – EMPLOYMENT AGREEMENT (October 12th, 2018)

THIS AGREEMENT (this “Agreement”), made in Stamford, Connecticut as of October 12, 2018, between United Rentals, Inc., a Delaware corporation (the “Company” and together with its affiliates, the “Group”), and Jessica Graziano (“Executive”).

Connecticut Water Service Inc / Ct – Connecticut Water Files Definitive Proxy Materials and Mails Letter Urging Shareholders to Vote “FOR” SJW Group Transaction at Special Meeting of Shareholders on November 16, 2018 Highlights Significant Value and Benefits of Combination with SJW Group Recommends Shareholders Vote “FOR” the SJW Group Transaction by Phone, Internet or on the GREEN Proxy Card Today (October 2nd, 2018)

CLINTON, Conn., October 2, 2018 – Connecticut Water Service, Inc. (NASDAQ: CTWS) today announced that it has filed definitive proxy materials with the U.S. Securities and Exchange Commission (“SEC”) and is mailing a letter to shareholders in connection with the Special Meeting of Connecticut Water Shareholders to vote on the previously announced transaction with SJW Group (NYSE: SJW). The Connecticut Water Service Board of Directors unanimously recommends that shareholders “go green” and vote “FOR” the proposal to approve the SJW Group merger agreement as well as all other proposals related to the SJW Group transaction on the GREEN proxy card. Importantly, not voting has the same effect as a vote against the transaction.

Eagle Bulk Shipping Inc. – Proposed Amendment to the Eagle Bulk ShipCo Bond Terms to Facilitate the Financing of Scrubbers (October 2nd, 2018)

STAMFORD, Connecticut., October 2, 2018 (GLOBE NEWSWIRE) -- Eagle Bulk Shipping Inc. (Nasdaq: EGLE) (“Eagle Bulk” or the “Company”) announced today that it has mandated DNB Markets, Fearnley Securities and SEB to arrange a series of meetings commencing on October 5, 2018 with existing holders of the USD 200 million in aggregate principal amount of 8.250% Senior Secured Bonds due in November 2022 (OSLO BØRS: EBS01 (Bonds)) (the “Bonds”) issued by the Company’s wholly owned subsidiary Eagle Bulk Shipco LLC (“ShipCo”). The meetings are for the purpose of seeking approval from holders of the Bonds for an amendment (the “Proposed Amendment”) to the bond terms, dated November 22, 2017 (the “Bond Terms”), by and between Shipco, as issuer, and Nordic Trustee AS, which govern the Bonds, to allow for the use of proceeds from the sale of certain vessels that secure the Bonds (the “Security Vessels”) owned by Shipco for financing of four exhaust gas cleaning systems ("Scrubbers") to be retrofitted