EXHIBIT 10.5
GREEN MOUNTAIN POWER CORPORATION
OFFICER DEFERRAL AGREEMENT
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THIS DEFERRAL AGREEMENT (the "Agreement") is between XXXXXX X. XXXXX (the
"Participant"), the holder of Stock Units granted under the Green Mountain Power
Corporation 2000 Stock Incentive Plan (the "Plan"), and GREEN MOUNTAIN POWER
CORPORATION, a Vermont corporation (the "Company"). All terms used herein that
are defined in the Plan have the same meaning given them in the Plan.
1. ELECTION OF DEFERRED BENEFIT.
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Pursuant to the Officer Deferred Stock Unit Agreement, dated February 10, 2004,
between the Participant and the Company, the Participant's Stock Units will vest
as follows: (i) 50% of the Stock Units will vest on February 15, 2005 (the "2005
Stock Units"); and (ii) 50% of the Stock Units will vest on February 15, 2006
(the "2006 Stock Units").
The Participant hereby elects to defer payment of his or her 2005 Stock Units
award in accordance with Section 6(g)(iii) of the Plan and receive a deferred
Stock Unit (the "2005 DSU"). The Participant elects the 2005 DSU with respect
to 1,800 shares of Common Stock (the "2005 Shares") subject to an award of Stock
Units on February 9, 2004.
Subject to the provisions of Section 5(b) of this Agreement, on or prior to
December 31, 2005, the Participant may elect to defer payment of his or her 2006
Stock Units award in accordance with Section 6(g)(iii) of the Plan and receive a
deferred Stock Unit (the "2006 DSU"). If the Participant shall elect to receive
a 2006 DSU, the Participant shall, on or prior to December 31, 2005, notify the
Company, in writing, of (i) the date as of which the shares of Common Stock
relating to the 2006 DSU (the "2006 Shares") will be distributed in satisfaction
of the 2006 DSU and (ii) the Participant's election with respect to the receipt
of dividend equivalents with respect to the 2006 Shares (the "December 2005
Notice"). The December 2005 Notice shall set forth the same information with
respect to the distribution of the 2006 Shares and the receipt of related
dividend equivalents as provided with respect to the 2005 Shares and related
dividend equivalents in Section 5(a) of this Agreement.
2. FUTURE DISTRIBUTION OF SHARES.
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As soon as practicable following the distribution date prescribed by
Section 5 of this Agreement, the Company shall issue or distribute the 2005
Shares and the Additional Shares, as defined in Section 5(a), to the Participant
or, if the Participant is not living, the Participant's Beneficiary. For
purposes of this Agreement, the Participant's Beneficiary shall be the person or
persons or entity or entities who succeed to the Participant's rights under this
Agreement by will or by the laws of descent and distribution.
3. DIVIDEND EQUIVALENTS.
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The Company shall pay dividend equivalents to the Participant with respect
to the 2005 Shares and the 2006 Shares, as the case may be, and the Additional
Shares. The amount of any dividend equivalents payable under this Section 3
shall be equal to the amount of dividends that would have been payable on the
2005 Shares and the 2006 Shares, as the case may be, and the Additional Shares
if the 2005 Shares and/or the 2006 Shares and the Additional Shares were
outstanding on the record date for the dividend payment. Dividend equivalents
shall be paid as soon as practicable following the payment date for the dividend
on the Common Stock.
4. VESTING.
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The Participant's right to receive the 2005 Shares, the 2006 Shares and the
Additional Shares as a 2005 DSU and 2006 DSU is nonforfeitable. Notwithstanding
the immediately preceding sentence, the obligation to distribute the 2005
Shares, the 2006 Shares and the Additional Shares as a 2005 DSU and a 2006 DSU
is an unfunded obligation of the Company and the Participant is an unsecured
creditor of the Company with respect to the satisfaction of the 2005 DSU and
2006 DSU.
5. DEFERRAL OF DISTRIBUTION AND/OR DIVIDEND EQUIVALENTS.
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Subject to the provisions of Section 5(b) of this Agreement, the Participant
may, on or prior to December 31, 2004, elect the date as of which (i) the 2005
Shares will be distributed in satisfaction of the 2005 DSU and (ii) the
Participant shall receive dividend equivalents in accordance with Section 3 of
this Agreement. The Participant may elect a distribution date with reference to
a specific date, a specific event, termination of service as a director of the
Company ("termination") or the Participant may elect a distribution date with
reference to the earlier or later to occur of a specific date or specific event
or termination. Subject to the provisions of Section 5(b) of this Agreement,
the Participant hereby makes the following election with respect to the
distribution of the 2005 Shares:
_X_ Distribution as of this date:__03/30/05_____.
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___ Distribution as of the following event:_______________________.
___ Distribution upon termination.
___ Distribution as of the earlier of the date or event or termination.
___ Distribution as of the later of the date or event or termination.
Subject to the provisions of Section 5(b) of this Agreement, the
Participant hereby makes the following election with respect to the receipt of
dividend equivalents:
_X_ Receive dividend equivalents as of this date: 03/30/05.
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___ Receive dividend equivalents as of the following event:______.
___ Receive dividend equivalents upon termination.
___ Receive dividend equivalents as of the earlier of the date or event or
termination.
___ Receive dividend equivalents as of the later of the date or event or
termination.
Deferred dividend equivalents shall be treated as invested in additional
shares of Common Stock ("Additional Shares"). Additional Shares shall be
deferred and distributed in the same manner as 2005 Shares and 2006 Shares, as
the case may be, pursuant to the first paragraph of this Section 5(a) and the
December 2005 Notice, as the case may be.
Notwithstanding the Participant's election(s) under the preceding Section 5(a),
the 2005 Shares and 2006 Shares, as the case may be, and the Additional Shares
will be distributed in satisfaction of the 2005 DSU and 2006 DSU, as the case
may be, as soon as practicable following the Participant's death or disability,
while acting as an officer of the Company.
6. SHAREHOLDER RIGHTS.
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The Participant (and any Beneficiary) shall not have any rights as a
shareholder of the Company with respect to the 2005 Shares, the 2006 Shares, the
Additional Shares, the 2005 DSU or the 2006 DSU until the issuance of shares of
Common Stock to the Participant or Beneficiary.
7. ADJUSTMENTS FOR CAPITAL CHANGES.
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The number of 2005 Shares, 2006 Shares, Additional Shares, the 2005 DSU and
the 2006 DSU shall be adjusted as the Committee determines is equitably required
in the event that the Company effects one or more stock dividends, stock
split-ups, share consolidations or other similar changes in the capitalization
of the Company.
8. TAX WITHHOLDING.
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The Participant (or any Beneficiary) shall make arrangements satisfactory
to the Company for the satisfaction of any income, employment or other tax
withholding obligations arising in connection with this Agreement or the
settlement of the 2005 DSU or 2006 DSU, as the case may be.
9. GOVERNING LAW.
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This Agreement shall be governed by, and interpreted under, the laws of the
State of Vermont except its choice of law provisions to the extent that they
would require the application of the laws of a State other than the State of
Vermont.
10. NONASSIGNMENT; SUCCESSORS.
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The Participant may not assign, pledge, hypothecate or transfer the
Participant's rights under this Agreement other than by will or the law of
descent and distribution. This Agreement shall be binding upon the Beneficiary
and any successor in interest to the Participant.
This Agreement shall be binding upon the Company and any successor in interest
to the Company, whether such succession is by contract, assignment, operation or
law or otherwise.
* * *
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its duly authorized officer and the Participant has signed this Agreement on the
date or dates set forth below.
GREEN MOUNTAIN POWER CORPORATION
By: /s/Xxxxxxxxxxx X. Xxxxxx
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Date: November 30, 2004
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XXXXXX X. XXXXX
/s/Xxxxxx X. Xxxxx
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Date: November 30, 2004
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