FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENT (Purchased Stock and Options Only)Management Stockholder’s Agreement • June 10th, 2005 • ITC Holdings Corp. • Electric services • Michigan
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of [DATE], 2003 (the “Effective Date”) between ITC Holdings Corp., a Michigan corporation (the “Company”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2005 • ITC Holdings Corp. • Electric services • Michigan
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of May 10, 2005 (the “Effective Date”) by and between ITC Holdings Corp. (the “Company”) and Joseph Welch (the “Executive”).
Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street New York, New York 10019ITC Holdings Corp. • June 10th, 2005 • Electric services • New York
Reference is made to that letter agreement (the “Letter Agreement”) dated February 28, 2003 among International Transmission Holdings Limited Partnership (the “Partnership”), International Transmission Company (the “Company”) and Kohlberg, Kravis Roberts & Co. L.P. concerning the engagement (the “Engagement”) of us by the Partnership and the Company to provide advisory, consulting and financial services to the Partnership and the Company and to their respective divisions, subsidiaries and affiliates (collectively, “ITC”). In exchange for our provision of services pursuant to the Engagement, the Company agreed to pay us an annual advisory fee equal to $700,000, such fee to be increased at a rate of 7% annually, payable in quarterly installments in arrears at the end of each quarter.
International Transmission Holdings Limited Partnership c/o Ironhill Transmission, LLC c/o 99 Wood Avenue South P.O. Box 5600 Woodbridge, New Jersey 07095Letter Agreement • June 10th, 2005 • ITC Holdings Corp. • Electric services • New York
Reference is made to that letter agreement (the “Letter Agreement”) dated February 28, 2003 among ITC Holdings Corp. (“ITCH”) and International Transmission Company (the “Company”) and International Transmission Holdings Limited Partnership concerning the engagement (the “Engagement”) of us by ITCH and the Company to provide advisory, consulting and financial services to ITCH and the Company and to their respective divisions, subsidiaries and affiliates (collectively, “ITC”). In exchange for our provision of services pursuant to the Engagement, ITC and ITCH agreed to pay us annual fees equal to $150,000 and $50,000, payable by the Company and ITCH, respectively, to us in arrears within 30 days of the end of each year.
