AGREEMENT AND PLAN OF MERGER among FORTISUS INC., ELEMENT ACQUISITION SUB INC., FORTIS INC. and ITC HOLDINGS CORP. Dated as of February 9, 2016Agreement and Plan of Merger • February 11th, 2016 • ITC Holdings Corp. • Electric services • New York
This AGREEMENT AND PLAN OF MERGER, dated as of February 9, 2016 (this “Agreement”), is entered into among FortisUS Inc., a Delaware corporation (“Parent”), Element Acquisition Sub Inc., a Michigan corporation and a direct subsidiary of Parent (“Merger Sub”), Fortis Inc., a corporation existing under the Corporations Act of Newfoundland and Labrador (“Ultimate Parent”), and ITC Holdings Corp., a Michigan corporation (the “Company” and, together with Ultimate Parent, Parent and Merger Sub, the “Parties” and each, a “Party”).
PERSONAL AND CONFIDENTIAL Joseph L. Welch c/o ITC Holdings Corp. 27175 Energy Way Novi, Michigan 48377 Dear Joe:Letter Agreement • February 11th, 2016 • ITC Holdings Corp. • Electric services
This letter agreement (the “Letter Agreement”) is intended to memorialize our mutual understanding and agreement regarding certain modifications to the employment agreement (the “Employment Agreement”), dated as of December 21, 2012, by and between you and ITC Holdings Corp. (the “Company”). Capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement.
