PERFORMANCE-BASED UNIT AWARD AGREEMENT
Exhibit 10.179
THIS AGREEMENT (the “Agreement”) is made effective as of March 8, 2017 (the “Grant Date”) between ITC Holdings Corp., a Michigan corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the same meanings as in the 2017 Omnibus Plan, as may be amended from time to time (the “Plan”).
In consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Grant of the Performance-Based Units. Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the Company hereby grants to the Participant [________] Performance-Based Units (hereinafter called the “Units”), which amount was determined in accordance with Section 4.1(a) of the Plan (the “Target Number of Units”). The number of Units that may be earned pursuant to this Award shall be 200% of the Target Number of Units plus any dividend equivalents earned in accordance with the Plan. The foregoing award of Units (the “Award”) shall Vest and become nonforfeitable in accordance with Section 2 hereof. Participant shall be entitled to dividend equivalents with respect to the Award to the extent provided in the Plan. This Agreement and the Award shall be subject to the terms and conditions of the Plan. In the event of any conflict between the Plan and this Agreement, the terms of the Plan shall control, it being understood that variations in this Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan, whether explicitly or implicitly, permits such variations.
2. Vesting and Forfeiture.
(a) The Units (together with associated Performance-Based Units received as dividend equivalents or in accordance with Section 4.3 of the Plan) shall become Vested as follows: (i) in accordance with the provisions of Exhibit A to this Agreement and so long as the Participant continues to be an Employee through December 31, 2019 (the “Vesting Date”), to the extent one or more of the performance goals set forth in Exhibit A hereto are satisfied during the Payment Criteria Period (as defined in Exhibit A), (ii) in accordance with Section 6.2 of the Plan if Participant ceases to be an Employee before the Vesting Date due to Participant’s death, Disability, Retirement or Involuntary Termination Without Cause or (iii) in accordance with Section 6.3 of the Plan if a Change of Control occurs.
(b) For purposes of Section 6.2(b) of the Plan, if Participant’s Service as an Employee terminates due to Retirement or an Involuntary Termination Without Cause prior to the Vesting Date, (i) one-third of the Units to which the Participant would have been entitled if the Participant had remained an Employee through the Vesting Date shall be deemed to have Vested on the Vesting Date if termination occurred on or after the one-year anniversary of the Grant Date and before the two-year anniversary, and (ii) two-thirds of the Units to which the Participant would have been entitled if the Participant had remained an Employee through the Vesting Date shall be deemed to have Vested on the Vesting Date if termination occurred on or after the two-year anniversary of the Grant Date and before the Vesting Date.
3. Participant’s Employment by the Company. Nothing contained in this Agreement (a) obligates Participant’s employer to employ the Participant in any capacity whatsoever or (b) prohibits or restricts Fortis, the Company or any Subsidiary from terminating the employment of the Participant at any time or for any reason whatsoever, with or without Cause, and the Participant hereby acknowledges and agrees that no one has made any representations or promises whatsoever to the Participant concerning the Participant’s employment or continued employment.
4. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Participant shall be addressed to him or her at the address stated in the Company’s books and records. By a notice given pursuant to this Section 4, either party may hereafter designate a different address for notices to be given to the party. Any notice that is required to be given to the Participant shall, if the Participant is then deceased, be given to the Participant’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
5. Governing Law. The laws of the State of Michigan shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.
6. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date.
PARTICIPANT
__________________________ (signature)
__________________________ (print name)
By: ______________________
Name: Xxxxxxxxx Xxxxx Soneral
Title: Senior Vice President and General Counsel
EXHIBIT A TO PERFORMANCE-BASED UNIT AGREEMENT
The “Payment Criteria Period” for the Award shall be January 1, 2017 through December 31, 2019. The performance measures shall be (1) Fortis Total Shareholder Return during the Payment Criteria Period in comparison to the Total Shareholder Return during the Payment Criteria Period for each of the companies listed in Fortis’ Peer Group 2017 Report 1, attached hereto as Attachment 1, excluding any company that is no longer traded on the Toronto Stock Exchange or a “national securities exchange” (as defined in the U.S. Securities Exchange Act of 1934) at the end of the Payment Criteria Period (the “Peer Companies”) (the “TSR goal”) and (2) Cumulative Consolidated Net Income during the Payment Criteria Period (the “CCNI goal”). The performance measures are independent of each other; that is, if the threshold level of one performance measure is attained, Units relating to that measure will Vest (assuming employment continues through the Vesting Date except as provided in Article VI of the Plan) even if the threshold level of the other performance measure is not attained. One-half of the Target Number of Units shall be related to the TSR goal (the “TSR Target Units”) and one-half of the Target Number of Units shall be related to the CCNI goal (the “CCNI Target Units”).
TSR Goal
The Total Shareholder Return of Fortis and the Peer Companies shall be computed in U.S. dollars as follows:
A: Calculate the Market Price as of the first day of the Payment Criteria Period (if necessary, converted into U.S. dollars based on the Award Conversion Rate)
B: Calculate the Market Price as of the last day of the Payment Criteria Period (if necessary, converted into U.S. dollars based on the Award Conversion Rate)
C: Calculate the total dividends paid per share of its common stock (or equivalent security) during the Payment Criteria Period (if necessary, converted into U.S. dollars based on the Award Conversion Rate)
Total Shareholder Return = ((B - A) + C)/A
Fortis Total Shareholder Return relative to the Peer Companies | ||
Achievement | Payout % | |
30th Percentile | 50% | Threshold |
50th Percentile | 100% | Target |
85th Percentile | 200% | Maximum |
Prorate between levels based on performance
CCNI Goal
Consolidated Net Income for the Company for each calendar year in the Payment Criteria Period shall be equal to net income as set forth in the Company’s audited consolidated financial statements contained in its annual report on Form 10-K for such year, as adjusted for extraordinary items such as those in Attachment 2 and changes in Return on Equity, in each case in the Committee’s discretion. Cumulative Consolidated Net Income for the Company during the Payment Criteria Period shall be the sum of the Consolidated Net Income for each of the three years in the Payment Criteria Period.
Cumulative Consolidated Net Income | |||
Achievement | Payout % | Amounts $ | |
Threshold | 99% of Target | 50% | $1,055.4M |
Target | 100% of Target | 100% | $1,066.0M |
101% of Target | 150% | $1,076.6M | |
Maximum | 102% of Target | 200% | $1,087.3M |
Prorate between levels based on performance
Peer Group 2017 Report 1 | ||||||||||
Company Name | Ticker | Electric Customers 2016Q3 (actual) | Natural Gas Distribution Customers 2016Q3 (actual) | Market Capitalization (C$M) | Total Revenue Last 12 months 2016 Q3 (C$000) | Total Assets 2016Q3 (C$000) | Debt/Book Capitalization 2016Q3 (%) | Dividend Yield (%) | Total Return One Year (%) | |
1 Ameren Corp. | AEE | 2,400,000 | 900,000 | 16,911 | 8,088,690 | 31,712,076 | 51.04 | 3.36 | 26.20 | |
2 CMS Energy Corp. | CMS | 1,800,000 | 0 | 15,491 | 8,376,341 | 27,386,388 | 69.76 | 2.97 | 20.82 | |
3 CenterPoint Energy Inc. | CNP | 2,389,014 | 3,394,400 | 14,202 | 9,839,781 | 27,969,804 | 71.12 | 4.15 | 42.55 | |
4 SCANA Corp. | SCG | 707,000 | 889,000 | 13,920 | 5,589,972 | 24,238,044 | 56.49 | 3.14 | 24.79 | |
5 Emera Inc. | EMA | 1,578,000 | 888,000 | 9,572 | 3,915,800 | 27,954,000 | 71.14 | 4.58 | 11.05 | |
6 Pinnacle West Capital Corp. | PNW | 1,191,050 | 0 | 11,502 | 4,685,197 | 20,768,724 | 46.16 | 3.37 | 25.65 | |
7 Alliant Energy | LNT | 950,000 | 410,000 | 11,539 | 4,428,763 | 17,120,369 | 51.84 | 3.08 | 26.67 | |
8 NiSource Inc. | NI | 463,656 | 3,376,607 | 9,591 | 5,696,283 | 23,740,301 | 67.00 | 2.95 | 17.79 | |
9 Canadian Utilities Ltd. | CU | 224,000 | 1,825,000 | 9,724 | 3,318,000 | 18,602,000 | 57.56 | 3.58 | 17.74 | |
10 DTE Energy Co. | DTE | 2,200,000 | 1,200,000 | 23,484 | 13,760,848 | 38,713,068 | 51.98 | 3.35 | 28.56 | |
11 Entergy Corp. | ETR | 2,874,204 | 0 | 17,442 | 14,570,626 | 62,727,970 | 59.40 | 4.75 | 11.84 | |
12 UGI Corp. | UGI | 62,000 | 626,000 | 10,643 | 7,566,279 | 14,253,221 | 53.16 | 2.05 | 39.77 | |
13 Eversource Energy | ES | 3,100,000 | 512,000 | 23,278 | 10,058,245 | 40,842,191 | 48.94 | 3.22 | 12.25 | |
14 Atmos Energy Corp. | ATO | 0 | 3,185,509 | 10,472 | 4,438,514 | 13,154,308 | 48.56 | 2.40 | 23.06 | |
15 WEC Energy Group | WEC | 1,600,000 | 2,800,000 | 24,725 | 10,050,946 | 38,688,759 | 52.77 | 3.53 | 18.77 | |
16 FirstEnergy Corp. | FE | 6,000,000 | 0 | 17,543 | 19,661,005 | 68,276,754 | 66.39 | 4.65 | 2.63 | |
17 OGE Energy Corp. | OGE | 832,234 | 0 | 8,998 | 3,076,804 | 12,856,176 | 45.21 | 3.57 | 33.06 | |
18 Great Plains Energy Inc. | GXP | 853,000 | 0 | 7,909 | 3,548,711 | 14,512,736 | 52.86 | 3.98 | 5.95 | |
19 Xcel Energy Inc. | XEL | 3,450,000 | 2,025,000 | 27,545 | 14,676,493 | 52,986,722 | 56.85 | 3.33 | 18.12 | |
20 Public Svc Enterprise Group | PEG | 2,200,000 | 1,800,000 | 29,377 | 12,569,151 | 51,887,232 | 44.83 | 3.75 | 17.24 | |
21 PPL Corp. | PPL | 10,150,000 | 321,000 | 30,802 | 10,334,223 | 49,981,932 | 65.75 | 4.46 | 5.65 | |
22 Consolidated Edison Inc. | ED | 3,700,000 | 1,200,000 | 29,793 | 16,252,938 | 62,173,224 | 50.72 | 3.64 | 18.50 | |
23 Edison International | EIX | 5,055,924 | 0 | 31,335 | 15,218,986 | 67,745,898 | 46.24 | 3.00 | 26.11 | |
24 Sempra Energy | SRE | 1,432,000 | 6,799,000 | 33,900 | 14,647,661 | 59,821,164 | 56.73 | 2.96 | 12.63 | |
25 Hydro One Ltd | - | 1,300,000 | 0 | 14,070 | 6,460,000 | 24,788,000 | 51.54 | 3.55 | 10.14 | |
Minimum | 62,000 | 0 | 7,909 | 3,076,804 | 12,856,176 | 44.83 | 2.05 | 2.63 | ||
Median | 1,700,000 | 889,000 | 15,491 | 8,376,341 | 27,969,804 | 52.86 | 3.37 | 18.50 | ||
Average | 2,354,670 | 1,397,892 | 18,151 | 9,233,210 | 35,716,042 | 55.76 | 3.49 | 19.90 | ||
Maximum | 10,150,000 | 6,799,000 | 33,900 | 19,661,005 | 68,276,754 | 71.14 | 4.75 | 42.55 | ||
Fortis Inc. | FTS | 1,976,000 | 1,218,000 | 16,465.1 | 8,122,000 2 | 468,340,001 | 58.001 | 3.89 | 15.24 | |
1 FTS total assets are at the date of the Business Acquisition Report filed November 2016 | ||||||||||
2 FTS revenue for last 12 months as at the date of the Business Acquisition Report was 6,487,000. The value in the table is the pro forma revenue including revenue from ITC | ||||||||||
Carve-Outs | CNI / CCNI | CFAD |
Corporate allocated costs related to parent holding company operations - currently excluded from metric | X | X |
LTIP Expense - currently excluded from metric | X | X |
Asset Impairments | X | |
Gains or losses associated with debt extinguishment - as approved in the Annual Financing Plan | X | X |
Amounts recognized related to any changes in XXX assumptions, including the impacts of the change in the XXX, deferred tax asset assumption impacts, XXX refund interest impacts and additional interest expense at Holdco | X | X |
Amounts recognized for actual or probable rate refunds as a result of Section 205 or 206, or any other regulatory proceedings at FERC (including the secondary and prospective effects of any items requiring refunds when not included in establishing the targets - e.g., additional interest expense at Holdco | X | X |
Changes in tax laws | X | X |
Changes in accounting standards | X | |
Expenses related to merger and acquisition activity, for transactions for which a binding agreement has been executed, and corporate restructuring, for transactions that have received Board authorization to enact corporate change | X | X |
Expenses recognized for actual or probable payment of development fees, as may be required pursuant to the Membership Interest Purchase Agreement at ITC Lake Erie Holdings LLC dated June 4, 2014 or future development initiatives | X | X |
Changes in after-tax Holdings interest expense as a result of changes in the Dividend Policy / Dividend Level versus the Business Plan and as agreed upon by Fortis and GIC | X | X |
After-tax financing expenses associated with development projects, e.g., ITC Holdings requirement to finance equity requirements for Lake Erie or other development projects | X | X |
