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100
• ESPP Shares - For shares sold under the ESPP, no compensation expense was recorded as the ESPP qualifies as a non-
compensatory plan.
RSUs: NU granted RSUs under the annual Long-Term incentive programs that are subject to three-year graded vesting schedules for
employees, and one-year graded vesting schedules, or immediate vesting for board members. RSUs are paid in shares, reduced by
amounts sufficient to satisfy withholdings for income taxes, subsequent to vesting. A summary of RSU transactions is as follows:
Weighted Average
RSUs
Grant-Date
(Units)
Fair Value
Outstanding as of January 1, 2011
1,014,479
$
24.31
Granted
208,533
$
33.87
Shares issued
(244,782)
$
24.47
Forfeited
(18,310)
$
23.74
Outstanding as of December 31, 2011
959,920
$
26.36
Granted
614,930
$
33.04
Converted NSTAR Awards upon Merger
617,394
$
36.79
Converted from NU Performance Shares upon Merger
451,358
$
34.32
Shares issued
(363,779)
$
29.05
Forfeited
(96,504)
$
34.97
Outstanding as of December 31, 2012
2,183,319
$
31.99
Granted
373,939
$
39.56
Shares issued
(891,129)
$
32.15
Forfeited
(29,689)
$
33.75
Outstanding as of December 31, 2013
1,636,440
$
33.61
As of December 31, 2013 and 2012, the number and weighted average grant-date fair value of unvested RSUs was 1,162,216 and
$36.58 per share, and 1,417,688 and $34.70 per share, respectively. The number and weighted average grant-date fair value of RSUs
vested during 2013 was 583,101 and $34.34 per share, respectively. As of December 31, 2013, 474,224 RSUs were fully vested and
an additional 1,104,106 are expected to vest.
Performance Shares: NU granted performance shares under the annual Long-Term Incentive programs that vested based upon the
extent to which the Company achieved targets at the end of three-year performance measurement periods. Performance shares are
paid in shares, after the performance measurement period. A summary of performance share transactions is as follows:
Performance
Weighted Average
Shares
Grant-Date
(Units)
Fair Value
Outstanding as of January 1, 2011
248,559
$
24.72
Granted
244,870
$
33.76
Shares issued
-
$
-
Forfeited
(10,296)
$
30.47
Outstanding as of December 31, 2011
483,133
$
29.18
Granted
225,935
$
35.09
Converted to RSUs upon Merger
(451,358)
$
34.32
Shares issued
(106,773)
$
24.52
Forfeited
-
$
-
Outstanding as of December 31, 2012
150,937
$
25.04
Granted
191,961
$
40.96
Shares issued
(150,944)
$
25.04
Forfeited
(1,526)
$
40.93
Outstanding as of December 31, 2013
190,428
$
40.96
Upon closing of the merger with NSTAR, 451,358 performance shares under the NU 2011 and 2012 Long-Term Incentive Programs
converted to RSUs according to the terms of these programs. The remaining performance shares were measured based upon a
modified performance period through the date of the merger, in accordance with the terms of the NU 2010 Incentive Program, and were
fully distributed in 2013. As of December 31, 2013, outstanding performance shares pertain to the NU 2013 Long-Term Incentive
Program.