EXHIBIT 10-D-64
GREEN MOUNTAIN POWER CORPORATION
DIRECTOR DEFERRED STOCK UNIT AGREEMENT
THIS AGREEMENT, dated as of the 19th day of July, 2004, between GREEN
MOUNTAIN POWER CORPORATION, a Vermont corporation (the "Company"), and XXXXXXXXX
X. XXXXXXXXX (the "Participant"), is made pursuant and subject to the provisions
of the Green Mountain Power Corporation 2000 Stock Incentive Plan (the "Plan"),
a copy of which has been made available to the Participant. All terms used
herein that are defined in the Plan have the same meaning given them in the
Plan.
1. AWARD
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Pursuant to the Plan, the Company, effective as of July 19, 2004 (the "Date
of Grant"), granted to the Participant, subject to the terms and conditions of
the Plan and subject further to the terms and conditions herein set forth, an
award of 1,100 Stock Units. For purposes of this Agreement and any related
Deferral Agreement, a Stock Unit is the right to receive a share of Common Stock
based on the terms of this Agreement.
2. TERMS AND CONDITIONS
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No Common Stock will be issued, no payment will be made hereunder, and
Participant's interest in the Stock Units granted hereunder shall be forfeited
except to the extent that the requirements of the following paragraphs are
satisfied.
3. VESTING
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The Stock Units subject to this Agreement will vest on December 31,
2004.
4. FORFEITURE
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The shares of Common Stock subject to this Agreement will be forfeited if
the Participant is not a director of the Company on December 31, 2004.
5. SHAREHOLDER RIGHTS
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The Participant shall not have any rights as a shareholder of the Company
with respect to the Stock Units subject to this Agreement until the Stock Units
vest and are settled by the issuance of Common Stock.
6. CHANGE IN CAPITAL STRUCTURE
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The terms of this Agreement, including the number of Stock Units subject to
this Agreement, shall be adjusted as the Committee determines is equitably
required in the event the Company effects one or more stock dividends, stock
split-ups, subdivision or consolidations of shares or other similar changes in
capitalization.
7. CONFLICTS
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In the event of any conflict between the provisions of the Plan as in
effect on the Date of Grant and the provisions of this Agreement, the provisions
of the Plan shall govern. All references herein to the Plan mean the Plan as in
effect on the date hereof.
8. PARTICIPANT BOUND BY PLAN
----------------------------
The Participant hereby acknowledges that a copy of the Plan has been
made available to him and agrees to be bound by all the terms and provisions
thereof.
9. BINDING EFFECT
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Subject to the limitations stated above and in the Plan, this Agreement
shall be binding upon and inure to the benefit of the legatees, distributees and
personal representatives of the Participant and the successors of the Company.
10. 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.
* * *
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
Date: July 20, 2004
XXXXXXXXX X. XXXXXXXXX
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
Date: July 19, 2004
