AGR Avangrid Inc

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to the company regarding the beneficial ownership of its common stock as of April 21, 2016, by (i) each person known by the company to be the beneficial owner of more than 5% of the outstanding shares of its common stock, (ii) each of our directors and nominees, (iii) each of our named executive officers and (iv) all of our executive officers and directors serving as of April 21, 2016, as a group. Unless otherwise stated, the address of each named executive officer and director is c/o Avangrid, Inc., 157 Church Street, New Haven, Connecticut 06506. The persons listed below have sole voting and investment power as to all shares indicated unless otherwise noted.

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the company’s directors, certain of its officers and persons who beneficially own more than 10% of the company’s common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Based solely on the company’s review of copies of such reports, and on written representations from such reporting persons, the company believes that in 2015 all such reporting persons filed the required reports on a timely basis in accordance with Section 16(a).

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Explanatory Note

Our named executive officers also serve as executive officers of our subsidiaries and receive compensation for service at our subsidiaries. In determining the compensation for the named executive officers for 2015, consideration was made to all responsibilities and sources of compensation. Messrs. Kump, Canales Abaitua, Mahoney and Lynch and Ms. Burns received compensation in 2015 pursuant to an annual bonus plan administered through AVANGRID’s subsidiary, Networks, for services to Networks. Additionally, our named executive officers participated during 2015 in a long-term incentive plan administered through our parent, Iberdrola, S.A., for services to us. For a description of such programs, see “—Elements of Compensation.” Our named executive officers also received retirement benefits through plans administered by our subsidiaries. See “Executive Compensation—Pension Benefits” and “Executive Compensation—Nonqualified Deferred Compensation.” Compensation of our named executive officers was set so that the aggregate compensation received from us and our subsidiaries was reasonable and commensurate with overall responsibilities of each named executive officer and their respective roles in the group of companies held by us. Consistent with this holistic approach, we evaluated our 2015 performance in light of the performance of our operating companies and the overall group of companies controlled by Iberdrola, S.A. The performance of our largest operating subsidiary, Networks, was particularly critical to our growth and success. Additionally, as an 81.5% owned subsidiary of Iberdrola, S.A., we evaluated our 2015 results in the context of the overall group of companies owned by Iberdrola, S.A.

On December 16, 2015, we completed an acquisition pursuant to which UIL merged with and into our wholly-owned subsidiary, Green Merger Sub, Inc. (“Merger Sub”), with Merger Sub surviving as our wholly-owned subsidiary. The acquisition was effected pursuant to the Agreement and Plan of Merger, dated as of February 25, 2015 (“merger agreement”), by and among us, Merger Sub and UIL. Following the completion of the acquisition, Merger Sub was renamed “UIL Holdings Corporation.” This Compensation Discussion and Analysis also reflects certain compensation programs of historical UIL assumed by us that are applicable to Messrs. Torgerson and Nicholas, who formerly served as UIL’s President and Chief Executive Officer and UIL’s Executive Vice President and Chief Financial Officer, respectively, immediately prior to the closing.

Prior to the acquisition, our board had not historically designated a compensation committee. Instead, our full board was integrally involved in the design of our compensation program and decisions with respect to executive compensation. During 2016, the independent compensation forum of our board was established to help assist with our compensation programs for our named executive officers beginning with 2016 compensation.

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Our Compensation Program Objectives and Guiding Principles

We adopted the Senior Officer Remuneration Policy of Iberdrola, S.A. The purpose of the Senior Officer Remuneration Policy is to offer compensation that makes it possible to attract, retain, and motivate the most qualified professionals, in order to enable us to attain our strategic objectives within the increasingly competitive and internationalized context in which we operate. Significant practices include:

Determining Executive Compensation

Any adjustment to current pay levels of our named executive officers depends on several factors, including the scope and complexity of the functions an executive officer oversees, the contribution of those functions to our overall performance, individual experience and capabilities, individual performance and competitive pay practices. Any variation in compensation among our executive officers reflects differences in these factors.

Compensation Consultant

Our board has authority to retain compensation consulting firms to assist it in the evaluation of executive officer and employee compensation and benefit programs. We did not engage an independent compensation consultant during 2015. During 2016, Aon Hewitt, an independent compensation consulting firm, was retained to review our executive compensation practices.

Comparator Group

We believe that it is appropriate to offer industry-competitive cash and equity compensation packages to our named executive officers in order to attract and retain top executive talent. Our human resources department assesses market data compiled by reputable consulting firms to provide a general overview of industry practices and to ensure that it makes informed decisions regarding our executive pay programs. However, we did not formally target compensation of our named executive officers against any specific comparator group during 2015. We have engaged Aon Hewitt in formal benchmarking for 2016 compensation utilizing proprietary survey data and a group of comparable companies appropriate to our size and industry.

Role of Executive Officers in Executive Compensation Decisions

Mr. Kump, in his former role as principal executive officer of AVANGRID, participated in our board meetings to provide background information regarding our strategic objectives and the performance of AVANGRID for 2015. Our Chairman of the board and Mr. Kump presented the 2015 named executive officer compensation based on market information provided by our human resources department, which was approved by our board during 2015. The named executive officers do not propose or seek approval for their own compensation.

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Elements of Compensation

The objective of our executive compensation programs is to attract and retain talented executives and motivate them to achieve our business goals through a combination of cash and stock-based compensation. Compensation for the named executive officers primarily consists of:

Other elements of compensation, including retirement benefits, life insurance, savings, health and welfare plans and other benefits offered to employees generally are also considered in order to evaluate the entire compensation package offered to executives.

Details of Each Element of Compensation

Base Salary

We pay base salaries to provide a minimum, fixed level of cash compensation for our named executive officers to compensate them for services rendered during the fiscal year. Our human resources department reviews base salaries annually, but it does not necessarily award salary increases each year. The 2015 base salary of each of our named executive officers was set following an annual review. The annual review relied on considerations of external competitiveness and internal equity. Consideration was accorded to the overall objective for each named executive officer’s base salary to be competitive within the marketplace from which we draw our executive talent, while recognizing the need to maintain internal equity relative to other employees within AVANGRID. While we did not formally target a specific level of aggregate compensation, or any specific element of aggregate compensation, of our named executive officers against any particular group of companies during 2015, we did use market data to obtain a general understanding of current compensation practices in our industry. In setting each named executive officer’s salary, consideration was also accorded to the other elements of each named executive officer’s overall compensation package as well as to each named executive officer’s experience and skills. Mr. Kump’s and Mr. Mahoney’s salaries increased 3.8% and 6.2%, respectively, during 2015 to reflect their increased responsibilities in anticipation of the acquisition of UIL. Ms. Burn’s and Mr. Lynch’s salaries increased 2.1% commensurate with their continued service in their existing roles at AVANGRID. In 2015, our board approved the 2015 compensation for the named executive officers taking into account market information provided by our human resources department.

Annual Incentive

Networks’ Annual Incentive Plan . Messrs. Kump, Canales Abaitua, Mahoney and Lynch and Ms. Burns participated in the annual incentive plan of Networks (the “AIP”), during the year ended December 31, 2015. Messrs. Torgerson and Nicholas were not eligible to participate in the AIP during 2015 because they joined AVANGRID in December 2015. The AIP is designed to provide executives and certain other key employees of Networks and its affiliates, including AVANGRID, with the opportunity to earn annual incentive compensation through superior management performance and is intended to promote the future growth and success of Networks and its affiliates, including AVANGRID, and enhance the linkage between employee, customer and shareholder interests. Officers and key employees of Networks and its affiliates selected to participate by the board of directors of Networks and who were employed prior to October 1, 2015 were eligible to participate in the AIP during 2015. Mr. Kump, in his capacity as President and Chief Executive Officer of Networks, assigned each participant a target and maximum incentive, expressed as a percentage of annual base salary as of December 31, 2015, which is dependent on the level of the employee’s position and the scope of the employee’s responsibilities. Target annual incentive levels for each named executive officer are shown in a table below under “—Determination of AIP Bonus and Payouts.”

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Payments under the AIP are granted in cash. However, the board of directors of Networks may, in its sole discretion, approve payouts in Iberdrola, S.A. stock or a combination of cash and Iberdrola, S.A. stock. The board of directors of Networks did not opt to exercise discretion to approve stock, rather than cash payouts, under the 2015 AIP. Participants may elect, during the year preceding the performance period, to defer up to 100% of any potential cash incentive award.

AIP Metrics. Performance under the AIP is measured under four levels, which are weighted differently for participants based on their respective roles to reflect the business areas where each participant has the most significant impact on Networks’ results. First, the Iberdrola, S.A. level metrics are set by the board of directors of Iberdrola, S.A. Second, the Iberdrola Networks Group level metrics are set by the board of directors of Networks. The remaining metrics are established by Mr. Kump, in his capacity as President and Chief Executive Officer of Networks, and approved by the board of directors of Networks. Target metrics are established to be challenging but attainable. The various threshold and maximum levels for each performance metric are determined on the basis of key business objectives and expected levels of achievement. The levels of achievement of the three corporate metrics, including metrics for Iberdrola, S.A., the Iberdrola Networks Group and Networks, are the same for each participant under the AIP, including the named executive officers. Business and individual metrics are established at the beginning of each year, specific to the participant’s business area objectives and personal functions and responsibilities. Subsequently, the levels of achievement of the business and individual metrics are measured against these pre-established goals and objectives. The business and individual metrics are intended to be considered together with the three corporate metrics to ensure a tailored evaluation of individual performance. In addition to the metrics described above, Mr. Canales Abaitua is also subject to Iberdrola Group Administration and Control metrics, which are determined by the control group at Iberdrola, S.A. AIP awards are not payable if minimum performance targets are not met at each applicable level. Threshold performance is obtained by achieving 80% of the target performance goal and results in 50% payout of the target award for each named executive officer. Maximum performance is obtained by achieving 120% of the target performance goal and results in 200% payout. For each metric, performance between threshold and target or between target and maximum is determined by linear interpolation.

The tables below show the AIP level weighting and performance calculations for each named executive officer.

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Business and Individual Metrics

Mr. Kump was subject to two individual metrics during 2015 relating to (i) safety as measured by the Occupational Safety and Health Act incidence rate and the attainment of various customer service and reliability targets, and (ii) regulatory developments related to the rates cases in process in New York, the New York Reforming the Energy Vision (“REV”) proceedings and CMP SMARTGRID activities, and regulatory milestones in connection with growth of the business. Mr. Kump exceeded all of his individual metrics and achieved 160% of his target, as determined by the chairman of the board of directors of Networks, based on achieving between target performance and maximum performance for each objective.

Mr. Canales Abaitua was subject to ten business metrics during 2015 related to (i) completion of long-term projections, (ii) the annual budget, (iii) systems implementation, (iv) department reorganization, (v) automation of corporate reporting, (vi) support of the New York rate cases, (vii) improvement in the Networks control processes, (viii) improvement in the Gas control processes, (ix) adaptation on the internal control model to organizational changes, and (x) debt cost reduction. Mr. Canales Abaitua either met or exceeded all of the business objectives except improvement in the Network control processes. He achieved 169% of his target as determined by Juan Carlos Rebollo Liceaga, the Group Director Administration and Control at Iberdrola, S.A., based on achieving his first, fourth, fifth, ninth and tenth objectives at maximum performance, achieving his eighth objective between target and maximum performance, achieving his second, third and sixth objectives at target performance and not achieving his seventh objective.

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Mr. Canales Abaitua was also subject to five Iberdrola Group Administration and Control metrics during 2015 related to (i) information systems development, (ii) the establishment of a new long-term financial plan, (iii) implementation of new non-energy holdings, (iv) the resolution of certain tax issues and (v) participation in the final reports for the Organization for Economic Co-operation and Development—Base Erosion and Profit Shifting. He achieved 169% of his target as determined by achieving between target performance and maximum performance for each objective.

Ms. Burns was subject to five business metrics for the period January 1, 2015 to April 18, 2015 relating to (i) CMP presidents’ office operations and maintenance budget, (ii) results for CMP with respect to an independent customer satisfaction survey, (iii) developing and maintaining regulatory relationships in Maine and achieving key milestones in the development of transmission projects in Maine, (iv) an employee priority objective related to safety and talent management, and (v) CMP business plans related to safety, rate cases and operational improvements. Ms. Burns exceeded all of her business objectives and achieved 167% of her target for the applicable portion of the year, as determined by Mr. Kump, in his capacity as President and Chief Executive Officer of Networks, and approved by the board of directors of Networks, based on achieving maximum performance on her first three objectives, and between target performance and maximum performance on her last two objectives.

Ms. Burns was also subject to six business metrics for the period April 19, 2015 to December 31, 2015 because she assumed responsibility for three additional business areas including, Regulatory Strategy, Business Development and Asset Management & Planning. The six business metrics for the period relate to (i) the operations and maintenance budget for expanded area of responsibility, (ii) capital expenditures, which are equally weighted: (A) attainment of AVANGRID capital expenditure goals, excluding capitalized staff costs, finance costs and the Maine Power Reliability Program (“MPRP”), (B) attainment of capitalized staff cost goals, (C) attainment of capital expenditure estimates throughout the year, including (1) 95% of April year to date estimate, (2) 95% of August year to date estimate and (3) 95% of December year to date estimate, and (D) preparation of a 5-year capital investment plan for New York, (iii) achieving key milestones in the development of transmission projects in Maine, and with respect to the Connect NY project, (iv) an employee priority objective related to safety and talent management, (v) achieving CMP business plans related to safety, the results for CMP of an independent customer satisfaction survey, and developing and maintaining regulatory relationships in Maine, and (vi) process and outcomes for NYSEG, RGE and CMP rate cases. Ms. Burns exceeded all of her business objectives, and achieved 162% of her target for the applicable portion of the year, as determined by Mr. Kump, in his capacity as President and Chief Executive Officer of Networks, and approved by the board of directors of Networks, based on achieving maximum performance on her first objective and between target performance and maximum performance on the remaining five objectives.

Mr. Mahoney was subject to six business metrics during 2015 relating to (i) legal operations and maintenance budget, (ii) implementation of the AVANGRID integration project with respect to service agreements between affiliates, and the functional and legal organization of centralized services, (iii) process and outcomes for the NYSEG, RGE and CMP rate cases, (iv) implementation of a comprehensive civil litigation management system, (v) an employee priority objective related to safety and talent management, and (vi) a comprehensive assessment of the AVANGRID crime prevention program. Mr. Mahoney exceeded all of his business metrics except for the legal operations and maintenance budget objective. He achieved 163% of his target, as determined by Mr. Kump, in his capacity as President and Chief Executive Officer of Networks, and approved by the board of directors of Networks. This determination was based on maximum performance achieved for all metrics other than the first metric, which was not achieved.

Mr. Lynch was subject to five business metrics during 2015 related to (i) achieving the operations and maintenance budget for the NYSEG and RGE presidents’ office, (ii) results of an independent customer satisfaction survey for each of the New York companies, (iii) developing and/or maintaining regulatory relationships in New York, (iv) an employee priority objective related to safety and talent management, and (v) achieving business plans related to the New York CEO Certification process for the New York State Public

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Service Commission, the New York rate cases, and safety. Mr. Lynch exceeded all of his business metrics and achieved 164% of his target, as determined by Mr. Kump, in his capacity as Chief Executive Officer of Networks, and approved by the board of directors of Networks. This determination was based on maximum performance achieved for his first and third objectives, and between target performance and maximum performance for the remainder of the objectives.

Determination of AIP Bonus and Payouts. Based on the extent to which Networks achieved the performance goals, as shown above, the following table shows the incentive eligible earnings and threshold, target and maximum incentive percentages and actual payout amounts for each named executive officer expressed as a percentage of incentive eligible earnings commensurate with such named executive officer’s position and scope of responsibilities. The target percentage of base salary is based on industry-competitive practices and internal equity considerations. Additionally, the percentage of compensation at risk reflects the organizational level of each participant, including the named executive officers, which reflects levels of accountability and degree of influence each participant has with respect to the performance of Networks. Senior executives have greater levels of accountability and degrees of influence, which corresponds to a greater multiple of base salary under the AIP and, in turn, results in a greater aggregate payout opportunity. The range of the AIP payout is set at 50% and 200% of target for threshold and maximum performance levels, respectively, for all participants under the AIP, including the named executive officers.

Discretionary Bonuses in Connection with the Acquisition. Messrs. Kump and Mahoney received a discretionary bonus of $400,000 and $200,000, respectively, in recognition of their contributions to the UIL acquisition process on December 31, 2015. The bonus was approved by our board.

Long-Term Incentive

Iberdrola, S.A. 2014-2016 Strategic Bonus Plan . Messrs. Kump, Canales Abaitua, Mahoney and Lynch and Ms. Burns participated in the 2014-2016 Strategic Bonus Plan of Iberdrola, S.A. (the “Strategic Bonus Plan”), for senior officers and officers of Iberdrola, S.A. and its subsidiaries. The Strategic Bonus Plan grants participants shares of Iberdrola, S.A. stock based on achievement of pre-established performance metrics from 2014 to 2016. The Strategic Bonus Plan is designed to promote loyalty and retention of senior officers and officers of Iberdrola, S.A. and its subsidiaries, including the named executive officers of AVANGRID.

The board of directors of Iberdrola, S.A., at the recommendation of the chairman and chief executive officer of Iberdrola, S.A. and the remuneration committee of Iberdrola, S.A., allocate a number of Iberdrola, S.A. shares to each participant at the time such officer is designated and invited to join in the Strategic Bonus Plan. The Strategic Bonus Plan is tied to compliance with the following key strategic objectives of Iberdrola, S.A. during the 2014 to 2016 period:

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Payment of shares under the Strategic Bonus Plan varies depending on performance, which is designed to be challenging but attainable. The target performance levels under the 2014-2016 Strategic Bonus plan are the same for each participant, including the named executive officers, as established by the board of directors of Iberdrola, S.A. on the basis of key business objectives and expected levels of achievement.

Following the completion of the UIL acquisition, the board of directors of Iberdrola, S.A. declared an early termination of the 2014-2016 Strategic Bonus Plan for our named executive officers effective December 31, 2015. The payout amount will be pro-rated for the two years that have elapsed since the commencement of the 2014-2016 Strategic Bonus Plan. The level of achievement will be determined by the Iberdrola, S.A. board on or after January 1, 2017 and first installment will be paid after that date but on or before June 30, 2017. The second installment will be paid on or after January 1, 2018 but no later than March 31, 2018. As a result of an amendment to the 2014-2016 Strategic Bonus Plan made in connection with the early termination, it has been determined that the payout will be made in cash, rather than shares of Iberdrola, S.A. stock.

Our named executive officers have in previous years participated in the Strategic Bonus Plan for the 2011-2013 performance period, and performance shares earned during the 2011-2013 period vest in three annual installments following the end of the performance period. Upon approval of the payout of the 2015 installment of the 2011-2013 Strategic Bonus Plan, additional increases to the aggregate payouts of Iberdrola, S.A. stock were approved in the discretion of the board of directors of Iberdrola, S.A. on January 26, 2015 in recognition of the significant contribution of Messrs. Kump, Mahoney and Lynch and Ms. Burns to the success of AVANGRID. The additional awards included 20,530 shares for Mr. Kump, 12,974 shares for Ms. Burns, 17,047 shares for Mr. Mahoney and 9,111 shares for Mr. Lynch. These additional shares vested immediately on the date of the modification.

UIL 2008 Stock Plan. Messrs. Torgerson and Nicholas participated in the UIL Holdings Corporation 2008 Stock and Incentive Compensation Plan (the “UIL 2008 Stock Plan”) prior to the acquisition of UIL. The UIL 2008 Stock Plan was assumed by AVANGRID upon completion of the acquisition. No awards were granted pursuant to the UIL 2008 Stock Plan subsequent to the acquisition. Amounts outstanding under the UIL 2008 Stock Plan based on prior awards to Messrs. Torgerson and Nicholas for service prior to the acquisition are provided under “Executive Compensation—Outstanding Equity Awards at Fiscal Year-End.”

Performance Share Plan . Our named executive officers have in previous years participated in the Avangrid, Inc. Performance Share Plan (the “PSP”). The PSP grants awards of phantom shares of Iberdrola, S.A. subject to restrictions as determined by the AVANGRID board. No named executive officers participated in the PSP in 2015. Amounts outstanding for Mr. Kump under the PSP are provided under “Executive Compensation—Outstanding Equity Awards at Fiscal Year-End.”

Perquisites and Other Personal Benefits. We offer a limited amount of perquisites and other personal benefits to our named executive officers. Perquisites are not a material part of our compensation program. Our board reviews the levels of perquisites and other personal benefits provided to our named executive officers. See “Executive Compensation—Summary Compensation Table—All Other Compensation.”

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Post-Employment Compensation Arrangements

To promote retention and recruiting, we offer various arrangements that provide certain post-employment benefits in order to alleviate concerns that may arise in the event of an employee’s separation from service with us and enable employees to focus on their duties while employed by us. These post-employment benefits are provided through employment agreements, letter agreements and severance agreements as described more fully below under “Executive Compensation—Summary of Employment Agreements” and “Executive Compensation—Potential Payments upon Termination or Change in Control.”

The named executive officers also participate in qualified defined benefit pension and non-qualified deferred compensation plans. See “Executive Compensation—Pension Benefits” and “Executive Compensation—Nonqualified Deferred Compensation.” The named executive officers also participate in a defined contribution 401(k) retirement plan, which is administered through Avangrid Service Company (formerly Iberdrola USA Management Corporation) and is available to substantially all of our non-union employees.

Deductibility Cap on Executive Compensation

Section 162(m) of the Code, precludes a public corporation from deducting for federal income tax purposes compensation in excess of $1 million in any taxable year for its chief executive officer or any of its three other highest paid executive officers, not including the chief financial officer. Certain performance-based compensation is not subject to that limitation. As part of its role, the independent compensation forum will consider the anticipated tax treatment to us and the executive officers in its review and establishment of compensation programs and payments beginning with 2016 compensation programs.

Compensation and Risk

We regularly conduct risk assessments to determine the extent, if any, to which our compensation practices and programs may create incentives for excessive risk taking. Our compensation program mitigates risk by emphasizing long-term compensation and financial performance measures rather than simply rewarding shorter-term performance and payout periods, which discourages imprudent short-term decision making and risk taking.

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Summary Compensation Table

The following table provides certain information concerning the compensation for services rendered to us during the two years ended December 31, 2015 by (i) each person serving as a principal executive officer, (ii) each person serving as a principal financial officer, and (iii) each of the three other most highly-compensated individuals who were serving as executive officers as of December 31, 2015. For Messrs. Torgerson and Nicholas, who served as UIL’s President and Chief Executive Officer and UIL’s Executive Vice President and Chief Financial Officer, respectively, prior to our acquisition of UIL, the disclosure pertains to compensation subsequent to the acquisition:

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Grants of Plan-Based Awards

The following table sets forth the information concerning the grants or modifications of any plan-based compensation to each named executive officer during 2015. The non-equity awards described below were made under our annual incentive plan. The equity awards described below were made under our equity incentive plan.

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Summary of Employment Agreements

Certain of the amounts shown in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table are provided for in employment or letter agreements, as the case may be. The material terms of those agreements are summarized below.

James P. Torgerson

UIL Employment Agreement . UIL entered into an employment agreement with Mr. Torgerson, dated January 23, 2006, under which Mr. Torgerson was appointed President of UIL. On July 1, 2006, Mr. Torgerson was appointed Chief Executive Officer of UIL. Mr. Torgerson’s employment agreement continued in effect until December 31, 2007, whereupon it automatically renewed for a one-year period and will continue to do so annually unless we provide Mr. Torgerson with a 90-day notice of our decision not to renew the agreement. The employment agreement provides an annual base salary of $525,000, subject to review and possible adjustment by the Board at least annually. Effective April 5, 2015, Mr. Torgerson’s annual base salary became $825,000. Mr. Torgerson is also entitled to participate in UIL’s annual short-term and long-term incentive programs. In addition, during each year in the term of his employment agreement, Mr. Torgerson is entitled to an annual grant of restricted stock in an amount equal to that number of shares which results from dividing $78,750 by the fair market value of UIL’s common stock on the date of the grant, but limited to no more than 3,333 shares per year. This annual grant was negotiated when Mr. Torgerson was hired and was intended to be in lieu of a supplemental executive retirement plan (“SERP”) benefit. Each such grant will vest ratably over a five year period. Following the UIL acquisition, Mr. Torgerson became Chief Executive Officer of AVANGRID and AVANGRID assumed the UIL employment agreement with Mr. Torgerson.

If Mr. Torgerson (i) has his employment terminated by us without cause, or (ii) separates from service on account of our breach of his employment agreement, he will be entitled to receive certain severance and additional post-termination benefits. If Mr. Torgerson had an involuntary separation from service without cause or on account of a breach of his employment agreement by us (i.e., for “good reason”), as of December 31, 2015, he would have been entitled to the following: (i) his annual incentive earned for 2015 paid in a lump sum; (ii) lump sum severance equal to the sum of one year of his annual base salary immediately prior to the date of his termination (“base salary”) plus one times his target annual short-term incentive compensation calculated as if he had been employed on the last day of the year of his termination (“Annual Incentive Compensation”); and (iii) participation in our medical and dental plans for the COBRA continuation period on the same basis as if he were an active employee. In the event the involuntary separation from service was on account of non-renewal of his employment agreement, the lump sum severance payment would have been reduced to be equal to six months of Mr. Torgerson’s Base Salary, and the subsidized medical and dental benefits would not have been provided. In order to receive severance and other benefits, Mr. Torgerson is required to execute a general release and adhere to the non-compete, confidentiality and non-solicitation provisions in his employment agreement.

If Mr. Torgerson were to have an involuntary separation from service without cause or for good reason within two years following the acquisition of UIL or following a change in control of AVANGRID, he would be entitled to receive a lump sum severance payment equal to the greater of (a) the sum of one year of base salary plus one times his Annual Incentive Compensation, or (b) three times his base salary, minus his Target Total Remuneration. (“Target Total Remuneration” is one times base salary plus one times Annual Incentive Compensation, plus the amount of the most recently approved target long-term incentive award.) In addition, Mr. Torgerson would be entitled to (i) participate in our medical and dental plans during the COBRA continuation period on the same terms as an active employee; (ii) a lump sum payment (in lieu of continued participation in our other welfare benefit plans) equal to three times the “welfare benefit supplement” amount (presently $5,500); and (iii) a full gross-up for any excise tax imposed as a result of any excess parachute payment as determined under Section 280G of the Code. However, as of December 31, 2015, no excess parachute payment would have existed and, accordingly, no gross-up would have been required. In order to receive severance and other benefits, Mr. Torgerson is required to execute a general release and adhere to the

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non-compete, confidentiality and non-solicitation restrictions in his employment agreement. Also, if Mr. Torgerson were to have an involuntary separation from service without cause or for good reason within two years following the acquisition of UIL or following a change in control of AVANGRID, under his employment agreement he would be entitled to payments on account of a covenant not to compete equal to the lesser of (a) three times his base salary or (b) one times his Target Total Remuneration, paid out over a twelve month period in equal fixed monthly installments (subject to delay to the extent required under Section 409A of the Code).

If Mr. Torgerson died, retired, or otherwise terminated his employment due to disability (as defined in his employment agreement), he (or his beneficiary) would be entitled to (i) his annual incentive compensation (pro-rated to the date of termination) paid in a lump sum; and (ii) any long-term incentive awards, paid at the end of the performance period (if earned). If Mr. Torgerson voluntarily terminated his employment (not on account of breach by us), he would not be entitled to severance or continued subsidized medical and dental coverage, and would forfeit his annual incentive compensation and long-term incentive awards that were not yet earned. Under all termination scenarios, Mr. Torgerson (or his beneficiary) would be entitled to receive any accrued vested benefits under the UIL 401(k) plan and the UIL Deferred Compensation Plan (defined below), in accordance with their terms.

Mr. Torgerson’s employment agreement with UIL was terminated effective January 1, 2016 upon Mr. Torgerson’s entry into an employment agreement with Avangrid Service Company, described below.

AVANGRID Employment Agreement . Mr. Torgerson entered into an employment agreement with AVANGRID and Avangrid Service Company dated as of January 1, 2016, to serve as Chief Executive Officer of AVANGRID. The agreement provides for a base salary of $1,000,000 as of January 1, 2016, subject to annual review and adjustment. Provided that Mr. Torgerson fully complies with AVANGRID’s stock ownership and retention guidelines, he is also eligible for (i) an annual bonus equal to 50% of base salary for “satisfactory” performance, 100% for “good” performance and 150% for “excellent” performance, and (ii) an initial long-term incentive equal to 200% of base salary for “excellent performance” (subject to and in accordance with the AVANGRID’s long-term incentive compensation plan). The agreement provides for Mr. Torgerson’s continued participation in the UIL Holdings Corporation Deferred Compensation Plan (the “UIL Deferred Compensation Plan”) with annual Company Discretionary Contributions (as such term is defined in the plan) of $1,000,000 for 2016 and 15% of Mr. Torgerson’s base salary thereafter, provided that Mr. Torgerson is employed by AVANGRID on the date of each contribution. Mr. Torgerson also continues to be eligible, pursuant to the employment agreement, to participate in the UIL Long Term Incentive Program for performance periods 2014-2016 and the UIL Long Term Compensation Program 2015-2017 in accordance with the terms of such plans. Other than in the context of a termination due to a “constructive termination event,” Mr. Torgerson is required to give at least 90 days prior written notice in order to terminate his employment. We may terminate Mr. Torgerson’s employment at any time, without cause, upon 90 days prior written notice.

The employment agreement provides that Mr. Torgerson shall not be entitled to participate in any pension plan or defined benefit supplemental executive retirement plan of AVANGRID or entities that control, are controlled by, or are under common control with, AVANGRID (the “Avangrid Group”). In addition, Mr. Torgerson waives, under the employment agreement, any rights he otherwise would have to payments or benefits arising under the UIL Change in Control Severance Plan II (the “CIC Plan II”).

In the event that Mr. Torgerson’s employment is terminated without “cause,” or in the event of a “constructive termination event” he is entitled to receive (i) unpaid base salary through the date of termination as well as certain other amounts owed to him (including unreimbursed business expenses, accrued but unpaid vacation and amounts payable due to participation in certain predecessor plans and the DC Plan); (ii) any earned but unpaid annual short-term incentive bonus, (iii) a pro-rated short-term incentive bonus calculated as if Mr. Torgerson had been employed on the last day of the year in which he terminates, based on actual performance with respect to the achievement of Avangrid Group goals and the Board’s (or a committee thereof)

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determination of Mr. Torgerson’s performance; (iv) benefits or amounts payable, on account of Mr. Torgerson’s participation in any elective deferred compensation plan determined in accordance with the terms and conditions of such plan; (v) benefits or amounts payable, on account of the Mr. Torgerson’s participation in any long-term incentive compensation plan and equity compensation plan or arrangement as determined in accordance with the terms and conditions of such plans and arrangements, (vi) lump sum severance, payable in substantially equal installments during the one (1) year period following the Date of Termination in accordance with Avangrid Service Company’s standard payroll practices, equal to one (1) times the sum of: (1) the base salary rate in effect immediately prior to the Date of Termination; and (2) a pro-rated short-term annual incentive compensation payment to which Mr. Torgerson would be entitled, calculated as if he had been employed on the last day of the year of his Termination, and as if both personal goals and Group goals had been achieved at a Good level (as defined in the plan); and (vii) subsidized COBRA coverage for a period of twelve months following the Date of Termination.

On a termination due to death, disability or retirement or by Mr. Torgerson on adequate notice (but not constituting a “constructive termination”), Mr. Torgerson (or his estate, as applicable) is entitled to receive the benefits described in (i) through (v) above, as well as an extension of short-term disability benefits at 50% of base salary if his length of employment is of such short duration that his short term disability benefits would otherwise expire pending the earlier of a determination that Mr. Torgerson is eligible to receive long-term disability benefits or termination of his employment by reason of disability. On a termination for “cause” or by Mr. Torgerson on fewer than 90 days’ notice, he would be entitled to receive only the benefits described in (i) through (iv) above.

The obligation to make payments on a separation from service is generally conditioned upon the execution and delivery by Mr. Torgerson of a full and effective release of any and all claims against any member of the Avangrid Group and each of their respective directors, members, officers, employees, agents, and attorneys. In addition, Avangrid Service Company shall be relieved of its obligations to pay make severance and subsidized COBRA payments in the event that Mr. Torgerson breaches his restrictive covenants (including confidentiality, and 12-month post-employment non-competition and non-solicitation provisions) or if he breaches his disclosure and assignment of inventions and discoveries obligations under the agreement.

For purposes of the employment agreement, “cause” is generally defined as Mr. Torgerson’s (i) failure to comply with any material term of the employment agreement, or to perform and discharge the duties or obligations of his office, or such other duties as may from time to time be assigned to him, (ii) failure to comply with any material policy of the Avangrid Group, (iii) failure to devote substantially all of his working time and efforts to the business and affairs of the Avangrid Group unless (in the case of each of (i) through (iii)) any such failure is cured in all material respects to the reasonable satisfaction of the Board within fifteen days after Mr. Torgerson receives written notice of such failure; (iv) misconduct that is (or, if it became generally known, is reasonably likely to be) demonstrably injurious to the interests of the Avangrid Group; or (v) commission of a serious crime, such as an act of fraud, misappropriation of funds, or embezzlement, a crime involving personal dishonesty or moral turpitude, or any felony.

For purposes of the employment agreement, a “constructive termination event” generally means the occurrence of any of the following (provided that Mr. Torgerson has given notice to the Board within thirty-one days of the occurrence of the Constructive Termination Event(s) that such event has occurred and such event is not cured by AVANGRID within thirty-one days after receipt of the notice): (A) a material diminution in annual base salary rate, unless such reduction is part of, and consistent with, a general reduction of the compensation rates of all executives or all employees of the company or of Mr. Torgerson’s business unit; (B) a material diminution in authority, duties, or responsibilities, including the assignment of duties materially inconsistent in any adverse respect with Mr. Torgerson’s position, duties, responsibilities and status with the Avangrid Group immediately prior thereto, or diminishment in management responsibilities, duties or powers as in effect immediately prior thereto, or removal from the positions of Chief Executive Officer of Avangrid Service Company and Avangrid, Inc.; (C) a requirement to relocate his principal place of employment by more than fifty

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miles from Avangrid Service Company’s current executive offices in New Haven, Connecticut; or (D) any other action or inaction that constitutes a material breach by Avangrid Service Company of the employment agreement, including (x) a failure to include Mr. Torgerson in the management salary compensation programs then in effect on substantially the same terms and conditions as that applicable to the other officers or similarly situated executives of the Avangrid Group; (y) a failure to continue Mr. Torgerson’s participation in the material benefit plans of the Avangrid Group (other than any pension plan or defined benefit supplemental executive retirement plan) on substantially the same basis as that applicable to the other officers or similarly situated executives of the Avangrid Group.

Robert D. Kump

Employment Agreement . Mr. Kump entered into an employment agreement with Networks and Avangrid Service Company (formerly Iberdrola USA Management Corporation), a subsidiary of AVANGRID, dated October 1, 2010, to serve as Chief Executive Officer of Networks. At the time of execution of this agreement, this agreement was made with the entity formerly known as Iberdrola USA, Inc., which was changed to Iberdrola USA Networks, Inc. during a corporate reorganization in 2013 and later to Avangrid Networks, Inc. following the acquisition of UIL in 2015. The agreement provides for an initial base salary of $600,000 and an annual bonus opportunity with a target amount of 55% of base salary with a maximum bonus of 110% of base salary. The agreement provides that Mr. Kump is eligible to participate in Iberdrola, S.A.’s strategic bonus program, provides that Mr. Kump will be a participant in an employer-funded non-qualified individual account deferred compensation arrangement with annual contributions equal to 10% of base salary and provides he will participate in all employee benefit plans and incentive compensation plans made available to Networks executives, other than the Energy East Supplemental Executive Retirement Plan, the Energy East Excess Plan or any compensation or nonqualified deferred compensation plan not explicitly reflected in the employment agreement.

In the event that Mr. Kump’s employment is terminated by Networks without “cause,” on account of “good reason,” death or disability, he shall be entitled to receive a lump sum payment equal to the sum of (i) his current base salary and (ii) an amount equal to his annual bonus for the prior year. In addition, unless Networks elects to waive Mr. Kump’s compliance with the certain provisions of the Employee Invention and Confidentiality Agreement made as of February 8, 2001 between Mr. Kump and Networks from and after the date that is six months after the date of termination, Networks shall make an additional lump sum payment to Mr. Kump equal to six months of his current base salary. For purposes of the agreement “cause” is generally defined as (i) the willful and continued failure to substantially perform his duties (other than any such failure resulting from the incapacity due to physical or mental illness or his resignation for good reason) after a written demand for substantial performance is delivered by Networks board, which demand specifically identifies the manner in which the Networks board believes that he has not substantially performed his duties, or (ii) the willful engaging in conduct which is demonstrably and materially injurious to Networks or its subsidiaries, monetarily or otherwise. For purposes of this agreement, “good reason” generally means the occurrence of any of the following acts (unless such act is corrected prior to the date of termination specified in the notice of termination given in respect thereof): (a) the removal from Mr. Kump of his title of chief executive officer; (b) the assignment of duties, responsibilities, or authorities, or failure to assign to Mr. Kump duties, responsibilities, or authorities, consistent with his position as the chief executive officer; or (c) Networks requires Mr. Kump, without his consent, to move his principal office to a location that would cause his regular commute to be both (i) substantially longer than his commute prior to such move and (ii) in excess of one hour.

The employment agreement provides that Mr. Kump and Networks acknowledge that the Agreement and Release between Mr. Kump and Networks executed on September 25, 2009 shall remain in full force and effect, except as modified by the terms of his employment agreement. Pursuant to the Agreement and Release, Mr. Kump withdrew a notice of termination of employment from Energy East Management Corporation, a predecessor of Avangrid Service Company, in exchange for a one-time settlement payment of $1,000,000, which was paid six months and one day following the execution of the Agreement and Release. In satisfaction of all accrued benefits under and in consideration of his agreement to forego future participation in the Supplemental

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Executive Retirement Plan of Energy East Corporation and the Excess Benefit Plan of Energy East Corporation, Mr. Kump agreed to a lump sum payment of $3,333,241, plus investment gains on such amount, which will become payable six months and one day following the termination of Mr. Kump’s employment. Mr. Kump also may be entitled to an additional payment to offset increased taxes due as a result of increases in the applicable tax rates between 2010 and the time of payment. Under the employment agreement, Mr. Kump and Networks agree that the amount payable to Mr. Kump pursuant to such Agreement and Release shall be increased by an amount equal to the amount earned by the Energy East Management Corporation Benefit Trust on its investment of $3,333,241 in a financial vehicle to be selected by Networks in a commercially reasonable manner consistent with the goal of obtaining a net guaranteed level of interest without risk of loss of principal. In the event Mr. Kump’s employment is terminated by Networks for cause or by Mr. Kump without good reason and early termination or redemption fees are incurred in connection with the above-mentioned financial vehicle, the amount of such early termination or redemption fees shall be deducted from the amount otherwise payable to Mr. Kump pursuant to the employment agreement. Losses with respect to any such investment may not be passed along to Mr. Kump, and Networks guarantees that Mr. Kump shall receive not less than $3,333,241 at the time payment is due.

Service Contract . Mr. Kump and AVANGRID have also entered into a service contract effective as of January 16, 2014. The service contract has an initial term of one year and continues thereafter unless either party gives three months advance notice of nonrenewal. Mr. Kump will receive an annual fee of $120,000 for providing the following services under the contract: (i) obtaining access to and positively influencing the relevant regulatory and policy making bodies in the United States; (ii) receiving regular information on the activities of the AVANGRID and its subsidiaries in order to support the corporate functions and lines of business in understanding the local legal, regulatory and market specifics in the United States; (iii) representing AVANGRID’s interests and act as a point of contact in front of key stakeholders, employees, customers, regulatory bodies, media policy makers; (iv) contributing to AVANGRID’s external projection with a positive impact on corporate image and reputation; and other relevant organizations; (v) carrying out his functions in accordance with the AVANGRID governance structure; (vi) coordinating the activities of AVANGRID and its subsidiaries; and (vii) receiving regular information on the activities of AVANGRID and its subsidiaries to support the corporate functions and lines of business in understanding the local legal, regulatory and market specifics in the United States.

AVANGRID may terminate the service contract upon three months advance notice provided that Mr. Kump will continue to be entitled to his service fee for such three-month period. Notwithstanding the foregoing, AVANGRID may immediately terminate the service contract without further payment of any service fee if Mr. Kump (i) is guilty of a serious breach of the rules or regulations of any regulatory authority relevant to AVANGRID and its subsidiaries or any code of practice issued by AVANGRID; (ii) is guilty of a serious breach of any compliance manual of AVANGRID or its subsidiaries; (iii) is in breach of AVANGRID’s coordination committee charter; (iv) is in breach (or fails to report any suspicions or knowledge of a breach) of the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act 2010 or any breach of AVANGRID’s anticorruption and bribery policy and related procedures; (v) is guilty of any gross misconduct affecting the business of AVANGRID or its subsidiaries; (vi) commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of AVANGRID; (vii) is, in the reasonable opinion of AVANGRID, negligent and incompetent in the performance of the services; (viii) is declared bankrupt or makes any arrangement with or for the benefit of his creditors; (ix) is convicted of any felony criminal offence; (x) is guilty of any fraud or dishonesty or acts in any manner which in the opinion of AVANGRID brings or is likely to bring the Mr. Kump or AVANGRID or its subsidiaries into disrepute or is materially adverse to the interests of AVANGRID or its subsidiaries; or (xi) is guilty of a serious breach of any rules regarding AVANGRID’s electronic communications systems. Following the acquisition of UIL, Mr. Kump no longer serves as AVANGRID’s principal executive officer. As a result, he was given notice on March 30, 2016 that his service contract would terminate on June 30, 2016.

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Richard J. Nicholas

UIL’s direct subsidiary, The United Illuminating Company, entered into an employment agreement with Mr. Nicholas, dated March 1, 2005. The agreement had an original term of two years and automatically renews for additional one-year periods unless we provide Mr. Nicholas with a 90 day notice of our decision not to renew the agreement. This agreement provides an annual base salary of $227,000, subject to upward revision by the board of UIL at such times as the salary rates of other officers are reviewed by the directors, and subject to downward revision by the board of UIL contemporaneously with any general reduction of the salary rates of other officers, except in the event of a change in control of UIL. Effective April 5, 2015, Mr. Nicholas’ annual base salary became $445,000. Mr. Nicholas is also entitled to participate in UIL’s annual short-term and long-term incentive programs. Following the UIL acquisition, AVANGRID assumed the UIL employment agreement with Mr. Nicholas.

If Mr. Nicholas (i) has his employment terminated by us without cause, or (ii) separates from service on account of our breach of his employment agreement, he will be entitled to receive certain severance and additional post-termination benefits. If Mr. Nicholas had an involuntary separation from service without cause or for good reason (including because his employment agreement was not renewed), as of December 31, 2015, Mr. Nicholas would have been entitled to the following: (i) lump sum severance equal to (A) two times the sum of his Base Salary plus his Annual Incentive Compensation (at target), minus (B) his Target Total Remuneration; (ii) his annual incentive earned for 2015 paid in a lump sum; (iii) his outstanding long-term incentive awards, paid after the end of the performance periods (if earned); (iv) a supplemental lump sum payment, paid from the UI SERP (defined below), that is actuarially equivalent to the amount by which the value of his accrued benefit under the UI Pension Plan (defined below) would have increased had he been credited with two (2) additional years of service; (v) two additional years of service credit for purposes of calculating his benefits payable under our retiree medical benefit plans, and; (vi) participation in our medical and dental plans for the COBRA continuation period on the same basis as if he were an active employee. Mr. Nicholas would also be entitled to payments on account of a covenant not to compete equal to one times his Target Total Remuneration, paid out over a twelve month period in equal fixed monthly installments (subject to delay to the extent required under Section 409A of the Code). In order to receive severance and other benefits, Mr. Nicholas is required to execute a general release and adhere to the non-compete, confidentiality and non-solicitation provisions in his employment agreement.

If Mr. Nicholas were to have an involuntary separation from service without cause or for good reason within two years following a change in control of UIL, he would be entitled to receive a lump sum severance payment equal to (A) two times the sum of his Base Salary plus his Annual Incentive Compensation, minus (B) his Target Total Remuneration. In addition, Mr. Nicholas would be entitled to (i) participate in our medical and dental plans during the COBRA continuation period on the same terms as an active employee; (ii) a lump sum payment equal to two times the “welfare benefit supplement” amount; (iii) a supplemental lump sum payment that is actuarially equivalent to the amount by which the value of his accrued benefit under the UI Pension Plan would have increased had he been credited with two (2) additional years of service; (iv) two additional years of service credit for purposes of calculating his benefits payable under our retiree medical benefit plans; and (v) a full gross-up for any excise tax imposed as a result of any excess parachute payment as determined under Section 280G of the Code. However, as of December 31, 2015, no excess parachute payment would have existed and, accordingly, no gross-up would have been required. In order to receive severance and other benefits, Mr. Nicholas is required to execute a general release and adhere to the non-compete, confidentiality and non-solicitation restrictions in his employment agreement. Also, if Mr. Nicholas were to have an involuntary separation from service without cause or for good reason within two years following a change in control of UIL, under his employment agreement he would be entitled to payments on account of a covenant not to compete equal to the lesser of (a) two times his Base Salary plus annual incentive or (b) one times his Target Total Remuneration, paid out over a twelve month period in equal fixed monthly installments (subject to delay to the extent required under Section 409A of the Code).

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If Mr. Nicholas died, retired, or otherwise terminated his employment due to disability (as defined in his employment agreement), he (or his beneficiary) would be entitled to (i) his annual incentive compensation (pro-rated to date of termination) paid in a lump sum; and (ii) any long-term incentive awards, paid at the end of the performance period (if earned). If Mr. Nicholas voluntarily terminated his employment (not on account of breach by us), he would not be entitled to severance or continued subsidized medical and dental coverage, and would forfeit his annual incentive compensation and long-term incentive awards that were not yet earned. However, Mr. Nicholas has satisfied the age and service requirements for retirement. Under all termination scenarios, Mr. Nicholas (or his beneficiary) would be eligible to receive his vested accrued benefits under the UIL 401(k) plan, the UI Pension Plan and the UIL Deferred Compensation Plan, in accordance with their terms, and retiree medical and life insurance benefits. Under all termination scenarios, other than a termination for cause, Mr. Nicholas (or his beneficiary) would be eligible for benefits under the UI SERP, in accordance with the terms of that plan.

Pablo Canales Abaitua

Mr. Canales Abaitua entered into a letter agreement with Avangrid Service Company (formerly Iberdrola USA Management Corporation), dated June 16, 2014, offering him the position of Chief Financial Officer of Networks. The letter provides that Mr. Canales Abaitua will have an initial base salary of $315,000, be eligible for an annual bonus opportunity of 45% to 90% of base salary and be entitled to five weeks of vacation per year. In addition, the letter provides Mr. Canales Abaitua with immigration assistance, an annual housing allowance of $44,000, initial and return flights, temporary lodging for 30 days, shipping of household/personal goods, tax assistance for one year and a relocation payment of $5,000.

Sara J. Burns

Ms. Burns entered into an employment agreement with CMP and AVANGRID (formerly Iberdrola USA, Inc.), as of January 1, 2012 (the “2012 Agreement”). Certain provisions of the June 14, 1999 agreement between Ms. Burns, Energy East Corporation and CMP continue to be in force and effect (the “1999 Agreement”). Pursuant to the 2012 Agreement, Ms. Burns serves as President and Chief Executive Officer of CMP, reporting to the Chief Executive Officer of AVANGRID (or such other executive as to whom the presidents of operating subsidiaries of AVANGRID are required to report).

The agreement requires 30 days’ written notice upon a termination of employment due to disability, not less than 30 days’ and no more than 60 days’ written notice upon a termination of employment with or without good reason, and not less than 30 days’ and no more than 90 days’ notice upon a termination of employment without cause. Upon a termination for cause, Ms. Burns’ employment may be terminated with less than 30 days’ written notice.

The agreement provides for an annual base salary of $325,000, which may be increased but not decreased during the term as well as for eligibility to participate in the AIP, with a target bonus opportunity of 45% of base salary and a maximum opportunity of 90% of base salary. In addition, Ms. Burns is designated as a participant in AVANGRID’s Non-qualified Individual Account Balance Deferred Compensation Plan (the “AVANGRID Deferred Compensation Plan”) to which AVANGRID makes an annual contribution of 10% of Ms. Burns’ base salary. Ms. Burns is also eligible under the employment agreement to be considered for participation in any incentive compensation program that is a successor to the Strategic Bonus Program or otherwise covers periods during the term of her employment after January 1, 2014.

The Agreement and Release between Ms. Burns and CMP, executed on November 25, 2009, which provides for the payment of $4,074,646.35 to Ms. Burns in exchange for the extinguishment of all her rights and obligations under the East Energy Supplemental Executive Retirement Plan and the Energy East Excess Plan, remains in full force and effect, as modified by the 2012 Agreement. The 2012 Agreement increases the amount payable to Ms. Burns under the Release by an amount equal to the amount earned by the Central Maine

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Company Benefit Trust on its investment of $4,074,646.35 in a financial vehicle selected by AVANGRID. Ms. Burns is guaranteed to receive no less than $4,074,646.35 (subject to any early termination or redemption fees). In the event Ms. Burns’ employment is terminated by AVANGRID for cause or by Ms. Burns without good reason and early termination or redemption fees are incurred in connection with the financial vehicle, any such penalties will be deducted from the amount otherwise payable to Ms. Burns under the 2012 Agreement.

Upon a termination of her employment by AVANGRID without cause, by Ms. Burns for good reason or due to death or disability, Ms. Burns will be entitled to receive: (i) a lump sum payment equal to the sum of (A) her then current base salary and (B) an amount equal to her AIP award for the prior year; (ii) amounts payable under the AIP, the Strategic Bonus Program, and the Performance Share Plan, as applicable, in accordance with their terms; and (iii) all compensation and benefits payable to Ms. Burns through the termination date (“Accrued Rights”). If her employment is terminated by AVANGRID for cause or by Ms. Burns without good reason, CMP will pay (i) Ms. Burns’ base salary through the termination date and (ii) her Accrued Rights. The obligation to make payments on a separation from service is generally conditioned upon the execution and delivery by Ms. Burns of a full and effective release of claims.

The 1999 Agreement provides Ms. Burns with a 280G tax gross-up for any excise taxes pursuant to Section 4999 of the Code. Under the 1999 Agreement, Ms. Burns is also entitled to the payment of any reasonable legal fees and expenses she incurs, if any, with respect to a claim regarding her tax gross up or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code.

Ms. Burns is subject to confidentiality provisions during the term and post-termination of employment. Except as permitted by AVANGRID in writing, during the term and for one year post-termination of employment, Ms. Burns is prohibited from competing with AVANGRID, CMP, or any of their subsidiaries or affiliates with respect to products or services of AVANGRID, CMP, or any of their subsidiaries or affiliates in Connecticut, New York, Massachusetts, and Maine. However, Ms. Burns may be employed by, or render services to, a competitor if she renders those services only in lines of business of the competitor that are not directly competitive with a primary line of business of AVANGRID, CMP, or any of their subsidiaries or affiliates.

For purposes of the employment agreement “cause” is defined as Ms. Burns’ (i) willful and continued failure to substantially perform her duties with AVANGRID and CMP (other than any such failure resulting from her incapacity due to physical or mental illness or her resignation for good reason) after a written demand for substantial performance is delivered to her by the board of directors of AVANGRID, which demand specifically identifies the manner in which she has not substantially performed her duties, and she does not cure the failure within fifteen days of the delivery of such written demand, or (ii) willful engagement in conduct which is demonstrably and materially injurious to AVANGRID or its subsidiaries, monetarily or otherwise.

For purposes of the employment agreement “good reason” is defined as the occurrence (without Ms. Burns’ express written consent) of any of the following acts by AVANGRID, unless the act is corrected prior to the termination date specified in the termination notice: (i) the removal of her title of President of CMP, provided that CMP may assign that title to another individual, and remove such title from Ms. Burns, during a transition period not to exceed two months; (ii) the assignment to Ms. Burns of duties, responsibilities, or authorities inconsistent with, or failing (other than during a transition period not to exceed two months) to assign her duties, responsibilities, or authorities consistent with, her status as a member of AVANGRID’s senior management team; (iii) AVANGRID or CMP requires Ms. Burns, without her consent, to move her principal office to a location more than fifty miles from the location of her principal office on the date of the employment agreement; or (iv) a material breach by AVANGRID or CMP of any of its obligations under the employment agreement. Good reason will not exist unless Ms. Burns provides written notice to AVANGRID and CMP identifying in reasonable detail the conduct alleged to constitute good reason and the act is not cured within fifteen days of the delivery of the written notice.

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R. Scott Mahoney

Mr. Mahoney entered into an employment agreement with Energy East Management Corporation, a predecessor of Avangrid Service Company, dated March 1, 2008, to serve as Deputy General Counsel. The initial term of the agreement was from March 1, 2008 to February 28, 2009 but is automatically extended for an additional month thereafter unless either party gives notice of non-renewal. The agreement provides for an initial base salary of $200,000 and participation in all employee benefit plans and incentive compensation plans made available to comparable executives.

In the event that Mr. Mahoney’s employment is terminated without “cause,” he shall be entitled to severance equal to one year of base salary. For purposes of the agreement, “cause” is generally defined as (i) willful and continued failure to substantially perform his duties (other than resulting from incapacity due to physical or mental illness), (ii) the willful engaging in conduct which is demonstrably and materially injurious to AVANGRID or its affiliates, monetarily or otherwise. The agreement contains provisions preventing disclosure of confidential information, a 12-month post-termination non-compete and a 12-month post-termination non-solicitation.

Mark S. Lynch

Mr. Lynch entered into an employment agreement with AVANGRID (formerly Energy East Corporation) and RGE, as of November 24, 2009, and amended as of March 31, 2011. Pursuant to the employment agreement, Mr. Lynch serves as President and Chief Executive Officer of NYSEG and RGE and receives an annual base salary of $315,000. Mr. Lynch is eligible to participate in the AIP, with a target bonus opportunity of 40% of base salary and a maximum opportunity of 80% of base salary to be paid by RGE. Mr. Lynch is also eligible to participate in the Strategic Bonus Program.

The agreement requires 30 days’ written notice upon a termination due to disability, not less than 30 days’ and no more than 60 days’ written notice upon a termination of employment for any other reason, provided, however, upon a termination for cause, Mr. Lynch’s employment may be terminated with less than 30 days’ written notice.

Mr. Lynch also participates in an employer funded non-qualified individual account deferred compensation arrangement (the “Arrangement”), to which AVANGRID contributes an amount equal to 10% of his base salary annually. Upon Mr. Lynch’s termination of employment with RGE or upon his retirement, AVANGRID will make one final contribution corresponding to the year of termination, calculated on a prorated basis, based on the portion of the contribution period during which Executive was employed by AVANGRID. The form of payment may be made as a single lump sum, instalment payments, a life annuity, a joint and survivor annuity, or any combination thereof.

Upon a termination of Mr. Lynch’s employment without cause or by Mr. Lynch for good reason, he will be entitled to receive (i) a lump sum payment equal to the sum of (A) his then current base salary and (B) an amount equal to the AIP award for the prior year and (ii) his Accrued Rights. Upon a termination of Mr. Lynch’s employment due to death or disability, Mr. Lynch will be entitled to receive (i) his base salary through the termination date; (ii) pro-rata payment of his target AIP award through the date of termination; and (iii) his Accrued Rights. Upon a termination of employment by Mr. Lynch without good reason, by AVANGRID for cause, or his retirement, Mr. Lynch will be entitled to receive (1) his base salary through the termination date and (ii) his Accrued Rights. Upon any termination of employment, AVANGRID will also make a final contribution to the Arrangement. The obligation to make payments on a separation from service is generally conditioned upon the execution and delivery by Mr. Lynch of a full and effective release of claims. In addition, the employment agreement contains a 280G better-off cutback provision.

Mr. Lynch is subject to confidentiality provisions during the term and post-termination of employment. During the term and for nine months following his termination of employment, Mr. Lynch is prohibited from

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engaging in a competing business in New York, meaning any business in which AVANGRID is currently engaged, engages during the term, or makes substantial plans to engage in during the restricted period, provided, however, the non-compete will not be breached merely due to his less than 2% ownership of the outstanding common stock of a publicly-traded company. In addition, Mr. Lynch is subject to a non-solicitation of employees and customer provision for nine months post-termination of employment.

For purposes of the employment agreement “cause” is defined as Mr. Lynch’s (i) willful and continued failure to substantially perform his duties with AVANGRID and RGE (other than any such failure resulting from his incapacity due to physical or mental illness or his resignation for good reason) after a written demand for substantial performance is delivered to him by AVANGRID or RGE, which demand specifically identifies the manner in which AVANGRID or RGE believes that he has not substantially performed his duties, and he fails to cure such failure within fifteen days of the delivery of such written demand, or (ii) willful engagement in conduct which is demonstrably and materially injurious to AVANGRID or its subsidiaries, monetarily or otherwise.

For purposes of the employment agreement “good reason” is defined as the assignment to Mr. Lynch of duties, responsibilities, or authorities inconsistent with (or failure to assign to Mr. Lynch duties, responsibilities, or authorities consistent with) his status as a member of AVANGRID senior management team without Mr. Lynch’s consent, provided, however, such act will not constitute “good reason” if the act is corrected prior to the termination date specified in the termination notice.

Summary of Annual Incentive Plan

In the event that a participant under the AIP is terminated for any reason other than retirement, disability or death, such participant shall not be entitled to receive the AIP award unless otherwise determined by the board of directors of Networks in its sole discretion. In the event of retirement, disability or death, the participant is entitled to a prorated award based on the number of days of participation.

Summary of Equity Incentive Plans

Strategic Bonus Plan

In the event that a participant under the Strategic Bonus Plan is terminated for any reason other than retirement, disability or death, such participant shall not be entitled to receive the Strategic Bonus Plan award. In the event of termination following retirement, disability or death, the participant will receive part of the benefit in proportion to the time that such participant remained employed during the evaluation period, subject to the objectives having been achieved, a minimum participation period of one year and other conditions having been fulfilled.

In the event that there is a “change in control” of Iberdrola, S.A., the Strategic Bonus Plan will be terminated and named executive officers will be entitled to receive a one-time payment in proportion to the time elapsed between the date of acceptance of their participation and the date of early termination of the Strategic Bonus Plan, following an evaluation by the board of directors of Iberdrola, S.A., based on the level of achievement of the key strategic objectives of the plan as of the date of early termination.

In the event of certain other corporate transactions by Iberdrola, S.A. involving merger by consolidation or absorption, the board of directors of Iberdrola, S.A. may terminate the Strategic Bonus Plan and named executive officers will be entitled to receive a one-time payment of a portion of their strategic bonus in proportion to the time elapsed between the date of acceptance of their participation and the date of early termination of the Strategic Bonus Plan, following an evaluation by the board of directors of Iberdrola, S.A., based on the level of achievement of the key strategic objectives of the plan as of the date of early termination.

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“Change of control” of Iberdrola, S.A. means the acquisition by an individual or legal entity, individually considered or acting in concert with other individuals or entities, whether or not belonging to the same group, of an interest equal to or greater than 30% of the share capital or of a smaller number of voting rights when such individual or legal entity, within 24 months of the date of the acquisition, appoints a number of directors that combined with those, if any, already appointed thereby, account for more than one-half of the members of the board of directors of Iberdrola, S.A. In no event will the plan be terminated upon a “change in control” or other corporate transactions involving merger by consolidation or absorption unless such “change in control” or other transaction is also a “change in control event” for purposes of Section 409A of the Code.

Performance Share Plan

Although no named executive officers participated in the PSP in 2015, our named executive officers, including Mr. Kump, have participated in previous years. In the event that a participant under the PSP is terminated by reason of death, retirement, permanent disability or termination by AVANGRID without cause, as determined in the sole discretion of the board of directors of AVANGRID, the participant shall become fully vested in such PSP award.

In addition, upon a “change in control” of AVANGRID, the board of directors of AVANGRID in its discretion may, at the time an award is made or any time thereafter, take one or more of the following actions: (i) provide for the acceleration of the vesting of the award; (ii) adjust the terms of the award in a manner determined by the AVANGRID board to reflect the change in control; or (iii) make such other provision as the AVANGRID board may consider equitable and in the best interests of AVANGRID. For purposes of the PSP, a “change in control” shall generally be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied:

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UIL 2008 Stock Plan

Messrs. Torgerson and Nicholas participate in the UIL 2008 Stock Plan. In the event that a participant under the UIL 2008 Stock Plan is terminated by any reason, including upon a “change in control,” our board, designated successor of the compensation and executive development committee of UIL’s board after the UIL acquisition, may amend the award or provide for the acceleration of the vesting of the award in its discretion. Except as otherwise determined by our board, upon termination of employment or service during the applicable restriction period, restricted stock that is at that time subject to restrictions shall be forfeited.

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Messrs. Kump and Lynch participate in the Retirement Benefit Plan for Employees of NYSEG (the “NYSEG Pension Plan”), a defined benefit pension plan of AVANGRID’s subsidiary intended to be qualified under Section 401(a) of the Code. Non-union employees who perform at least an hour of service are eligible to participate in the plan, provided that no new non-union employees are eligible to participate after January 1, 2014. The plan has two formulas under which employees may have their retirement benefits determined: the “traditional” pension formula or the “cash balance” pension formula. Mr. Kump’s benefits are determined under the “traditional” pension formula and Mr. Lynch’s benefits are determined under the “cash balance” formula.

Under the “traditional” formula, for non-union employees, the “base basic annual benefit” under the plan shall generally equal the sum of: (i) the product of (a) 1.37% of the first $10,000 of “final average earnings” and (b) the number of years and monthly fractions of a year in his “period of service” not exceeding 35 years; and (ii) the product of (a) 1.65% of “final average earnings” in excess of $10,000, and (b) the number of years and monthly fractions of a year in his period of service not exceeding 35 years; and (iii) the product of (a) 1% of “final average earnings,” and (b) the lesser of (A) the amount by which the number of years and monthly fractions of a year in his period of service exceeds 35 years, and (B) five. “Final average earnings” is generally defined under the plan as the participant’s average annualized regular earnings for the 60 consecutive month period of highest earnings within the 120 month period ending with the calendar month immediately preceding the calendar month in which the participant terminates service. Benefits accrued under the plan generally vest 100% after five years of service. A participant shall generally be provided with a monthly benefit that commences with the employee’s retirement date (generally, age 65) equal to 1/12 of the employee’s basic annual benefit. The normal form of benefit is a single life annuity for unmarried participants and a 50% contingent annuity with a five year pop-up for married participants, provided that the participant may elect other forms of payment including a joint and survivor annuity, a single life annuity with ten years certain or a lump-sum payment. Participants eligible for early retirement will receive a reduced basic annual benefit upon such early retirement after attaining age 55. Benefits are unreduced at age 60 for participants with at least ten years of service.

Under the “cash balance” formula, for non-union employees, benefits are computed using a cash balance methodology that provides for basic annual credits to the participant’s account equal to 6 percent of regular earnings up to $200,000, as adjusted for cost of living increases. Effective January 1, 2014, the account credit for

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non-union employees was discontinued. Interest credits are made to each non-union employee participant’s account each year. The cash balance pension plan sets the interest rate each year based on the average yield on 30-year U.S. Treasury securities for November of the prior year. Benefits accrued under the plan generally vest 100% after three years of service. The normal form of benefit is a lump sum payment equal to the value of the participant’s account, although participants may also elect to have benefits distributed as an actuarially equivalent straight life annuity of the participant’s account or an optional form of payment permitted under the “traditional” component of the plan.

Mr. Nicholas participates in The United Illuminating Company Pension Plan (the “UI Pension Plan”), which was assumed by AVANGRID upon the acquisition of UIL. The United Illuminating Company is an operating subsidiary of UIL. Retirement benefits under the UI Pension Plan are determined by a fixed formula, based on years of service and the participant’s average annual earnings during the three years during which the person’s earnings were the highest or, if greater, the average of his or her final 36 months of compensation (Final Average Compensation). Under the current UI Pension Plan formula, a participant’s annual accrued benefit equals 1.6% multiplied by Final Average Compensation multiplied by Years of Benefit Service up to 30 years. A participant’s accrued benefit is calculated in the form of a single life annuity beginning at his or her normal retirement date. For purposes of computing UI Pension Plan benefits, “annual earnings” includes total compensation from us, as reported on Form W-2 for a calendar year, plus elective deferrals made during a calendar year under our cafeteria plan and/or the UIL 401(k) plan. It excludes any amounts contributed to, or the value of benefits under, any deferred compensation plan, long-term incentive plan, employee benefit or fringe benefit program, any other compensation, and cash-outs of unused vacation payable to non-union employees. Under the UI Pension Plan, a participant’s “Normal Retirement Age” means his or her 65th birthday or 5th anniversary of participation in the plan, whichever is later. The plan also permits benefits to commence on or after reaching “Early Retirement.” In order to qualify for early retirement benefits under the plan, a participant must retire after reaching at least age 55 and being credited with 10 years of vesting service. If a participant is at least age 58, and the sum of his or her age and years of service equals 88 (the “rule of 88”) when he or she retires from active employment with us, then pension benefits will not be reduced for early commencement. Pursuant to the terms of the UI Pension Plan, if a participant retires on or after May 16, 2003, having reached age 55 and before age 58, and the sum of his or her age and years of service equals at least 88, then the participant’s accrued benefit will be reduced by 3% for each full year by which his or her retirement date precedes age 58. If a participant with 10 years of service retires on or after age 55 and the rule of 88 is not satisfied, then the participant’s accrued benefit will be reduced by 3% for each full year by which his or her retirement precedes his Normal Retirement Date but is on or after age 58, and by an additional 4% per year by which his or her retirement is on or after age 55 and before age 58. As of December 31, 2015, Mr. Nicholas was retirement-eligible.

Mr. Nicholas also participates in The United Illuminating Company Supplemental Executive Retirement Plan (the “UI SERP”), which was assumed by AVANGRID upon the acquisition of UIL. Under the terms of the UI SERP, Mr. Nicholas is entitled, upon his retirement, to a benefit equal to the difference between (A) what his annual retirement benefit would be under the UI Pension Plan, expressed as a life annuity commencing at the Participant’s Normal Retirement Date (as defined in the UI Pension Plan), without his compensation being limited by Section 401(a)(17) of the Code, and (B) what his annual benefit is under the UI Pension Plan with such compensation limit imposed. In calculating supplemental retirement benefits, short-term incentive compensation is included, but long-term incentive compensation is not. The United Illuminating Company maintains a “rabbi trust” which contains certain insurance policies and other assets, intended to help The United Illuminating Company and UIL satisfy their respective obligations to executives under the UI SERP. The trust is also intended to assist UIL in meeting its obligations under the CIC Plan II in the event of a change in control of UIL.

Ms. Burns and Mr. Mahoney participate in The Retirement Income Plan for Non-Union Employees of CMP, a defined benefit pension plan intended to be qualified under Section 401(a) of the IRS Code. Employees who have reached age 21 are eligible, provided that no new employees are eligible to participate after January 1, 2014. The amount of monthly retirement benefit payable to a participant beginning at age 65 is generally equal to

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(i) (a) 1.7% of the participant’s “final average earnings” multiplied by (b) years of benefit service up to 30 such years, plus (ii) (a) 0.5% of the participant’s “final average earnings” multiplied by (b) years of benefit service in excess of 30 minus (iii)(a) 50% of the participant’s social security benefit, multiplied by (b) a fraction equal to his years of benefit service up to 35 such years divided by 35. “Final average earnings” is generally defined under the plan as the monthly average of a participant’s highest 60 consecutive calendar months of basic earnings during the 120 month period ending in the month in which the participant’s service termination date occurs. Benefit accrued under the plan generally vest 100% after five years of service. The normal form of benefit is a single life annuity for unmarried participants and a 50% contingent annuity for married participants, provided that the participant may elect other forms of actuarially equivalent benefits including a joint & survivor annuity. Participants eligible for early retirement will receive a reduced basic annual benefit upon such early retirement after attaining age 55. Benefits are unreduced at age 62 for participants with at least five years of service.

Mr. Mahoney also participates in the Energy East Corporation ERISA Excess Plan (the “ERISA Excess Plan”), which has been adopted by AVANGRID. The purpose of the ERISA Excess Plan is to increase retirement benefits to certain executives beyond those currently provided by the tax qualified defined benefit plans due to limitation under the Code on the amount of benefit that can be accrued and the amount of compensation that can be used to calculate benefits. The benefit payable under the ERISA Excess Plan is generally (i) the benefit payable at date of commencement as a straight life annuity specified by the qualified defined benefit pension plan the executive participates minus (ii) the benefit payable at date of commencement as a straight life annuity under the qualified defined benefit pension plan the executive participates in. Upon separation from service, retirement or disability, a participant shall receive a benefit payable in the form of an actuarially equivalent lump sum. Any portion of the actuarially equivalent lump sum benefit attributable to the eligibility, compensation and service after December 31, 2004 may be delayed until the earlier of (i) the beginning of the seventh month following the month of the participant’s separation from service (due to termination of employment or retirement) or (ii) death. Contributions to the ERISA Excess Plan are made to a rabbi trust.