Green Mountain Power Corporation Director Deferral Agreement
Green
Mountain Power Corporation
Director
Deferral Agreement
THIS
DEFERRAL AGREEMENT (the “Agreement”) is between Xxxxx X. Xxxxxx (the
“Participant”), who in 2006 may be granted Stock Units under the Green Mountain
Power Corporation 2004 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
In
accordance with Section 6(g)(iii) of the Plan, the Participant hereby elects
to
defer payment of 100 percent of any Stock Units that may be awarded in 2006
(the
“2006 Stock Units”) and receive an equal number of Deferred Stock Units
(“DSUs”). If the number of 2006 Stock Units elected to be deferred under this
Section is more than the number actually awarded, the Participant’s election
shall be deemed to apply to all of the 2006 Stock Units.
2. Future
Distribution of Shares
As
soon
as practicable following the distribution date prescribed by Section 5 of this
Agreement, the Company shall issue or distribute shares of Common Stock in
settlement of the vested DSUs and the Additional Shares, as defined in Section
3, 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 the Agreement by will or by the laws of descent and
distribution.
3. Dividend
Equivalents
The
Company shall pay dividend equivalents to the Participant with respect to the
DSUs which shall be treated as invested in additional shares of Common Stock
(“Dividend Shares”) and dividend equivalents also shall be credited on the
Dividend Shares. The term “Additional Shares” means the sum of the Dividend
Shares and the dividend equivalents credited on the Dividend 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 an equivalent number of
shares of Common Stock as represented by the DSUs and the Dividend Shares if
that number of shares were outstanding on the record date for the dividend
payment. Dividend equivalents shall be credited as soon as practicable following
the payment date for the dividend on the Common Stock.
4. Vesting
The
Participant’s right to receive shares of Common Stock in settlement of the DSUs
and the Additional Shares attributable thereto shall be vested to the extent
that the vesting requirements applicable to the 2006 Stock Unit award are
satisfied. Notwithstanding the immediately preceding sentence, the obligation
to
distribute Common Stock in settlement of the vested DSUs and the Additional
Shares is an unfunded obligation of the Company and the Participant is an
unsecured creditor of the Company with respect to the satisfaction of the DSUs
and the Additional Shares.
5. Deferral
of Distribution and/or Dividend Equivalents
(a) Subject
to the provisions of Section 5(b) of this Agreement, the Participant hereby
elects the date as of which shares of Common Stock will be issued in settlement
of the vested DSUs and any Additional Shares. The Participant may elect a
distribution date with reference to a specific date, separation from service
as
a director of the Company (as defined for purposes of Section 409A of the
Internal Revenue Code) (“termination”) or the Participant may elect a
distribution date with reference to the earlier or later to occur of a specific
date 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 vested DSUs and any Additional Shares:
Distribution
as of this date:
.
X Distribution
upon termination.
Distribution
as of the earlier of this date: _______________ or termination.
Distribution
as of the later of this date: _______________ or termination.
Notwithstanding
the foregoing, if a distribution is payable to a “specified employee” (as
defined in Section 409A of the Internal Revenue Code) on account of termination,
such distribution shall be postponed until the first day of the sixth month
beginning after the Participant’s termination.
(b) Notwithstanding
the Participant’s election(s) under the preceding Section 5(a), Common Stock
will be distributed in settlement of the DSUs and the Additional Shares as
soon
as practicable following the Participant’s death or if the Participant becomes
disabled (as defined in Section 409A of the Internal Revenue Code), while acting
as a director of the Company.
6. Shareholder
Rights
The
Participant (and any Beneficiary) shall not have any rights as a shareholder
of
the Company with respect to the DSUs or any Additional Shares until the issuance
of shares of Common Stock to the Participant or Beneficiary.
7. Adjustments
for Capital Changes
The
number of DSUs and the Additional Shares 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
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
DSUs or Additional Shares.
9. Governing
Law
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
(a) 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.
(b) 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
Date: December
30, 2005
XXXXX
X.
XXXXXX
By: /s/
Xxxxx X. Xxxxxx
Date: December
27, 2005
