As filed with the Securities and Exchange Commission on April 28, 1999
Registration No. 333-__________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Vermont 03-0111290
(State of Incorporation) (IRS Employer
Identification No.)
77 Grove Street
Rutland, Vermont 05701
(Address of Principal Executive Offices)
_____________
Central Vermont Public Service Corporation
Stock Option Plan for Non-employee Directors
(Full Title of the Plan)
__________
Joseph M. Kraus
Central Vermont Public Service Corporation
77 Grove Street
Rutland, Vermont 05701
(802) 747-5429
(Name, Address and Telephone Number of Agent for Service)
Copies to:
M. Douglas Dunn, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(203) 530-5000
_____________
</PAGE>
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered (1) Per Share (2) Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(par value $6.00
per share) 112,500 shares $11.0312 $1,241,000. $345.
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h)(1) of the Securities and Exchange Commission
under the Securities Act of 1933, the amount of the registration fee has
been computed with respect to the maximum number of shares issuable under
the plan.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
prices reported on the New York Stock Exchange composite transactions on
April 23, 1999.
</PAGE>
<PAGE>
PART I
Item 1. Plan Information
This Registration Statement relates to the registration of 112,500
shares of Common Stock,
$6.00 par value per share, of CENTRAL VERMONT PUBLIC SERVICE CORPORATION (the
"Registrant") to be awarded under the Central Vermont Public Service
Corporation Stock Option
Plan for Non-employee Directors (the "Plan"). Documents containing the
information required
by Part I of the Registration Statement will be sent or given to
participants in the Plan as
specified by Rule 428(b). Such documents are not filed with the
Securities and Exchange
Commission (the "Commission" or the "SEC") either as part of this
Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 in reliance on
Rule 428.
Item 2. Registrant Information and Employee Plan Annual Information
The Registrant will, upon written or oral request, provide without
charge to any person to
whom the Prospectus relating to this Registration Statement is delivered,
a copy of any and all of
the information which has been incorporated by reference in such Prospectus
and this
Registration Statement (pursuant to Item 3 of Part II below). Such requests
should be directed to
the Secretary, Central Vermont Public Service Corporation, 77 Grove Street,
Rutland, Vermont
05701 (telephone: 802-747-5429).
Part II
Item 3. Incorporation of Documents by Reference
The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
(b) The description of the Common Stock of the Registrant contained
in the Registration
Statement on Form 8-A pursuant to Section 12(b) of the Securities Exchange
Act of 1934, as
amended (the "Exchange Act"), as amended by filing dated October 13, 1992.
(c) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and/or 15(d) of
the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment to
this Registration Statement which indicates that all securities offered
hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by
reference herein and to be a part hereof from the date of filing of such
reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference
herein shall be deemed modified or superseded for purposes of this
Registration Statement to the
extent that a statement contained herein or in any other subsequently
filed document that also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Sections 8.50 through 8.56 of the Vermont Business Corporation Act,
inter alia, generally
empower a Vermont corporation to indemnify any person who was or is a
party or is threatened
to be made a party to any threatened, pending or completed action, suit
or proceeding by reason
of the fact that such person is or was a director, officer, employee or
agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit
plan, or other enterprise,
against expenses (including attorneys' fees), judgements, fines and
amounts paid in settlement
actually and reasonably incurred by him in connection with such action,
suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best
interest of the corporation, and, with respect to any criminal action
or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity
is authorized for such
person against expense (including attorneys' fees) actually and reasonably
incurred in connection
with the defense or settlement of any such threatened, pending or
completed action or suit if such
person acted in good faith and in a manner he reasonably believed to be
in or not opposed to the
best interests of the corporation, and provided further that (unless a
court of competent
jurisdiction otherwise provides) such person shall not have been adjudged
liable to the
corporation. Any such indemnification may be made only as authorized in
each specific case
upon a determination by the shareholders or disinterested directors or by
independent legal
counsel in a written opinion that indemnification is proper because the
indemnitee has met the
applicable standard of conduct.
Section 8.57 of the Vermont Business Corporation Act further
authorizes a corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against any liability
asserted against him, and incurred by him in any such capacity, or arising
out of his status as
such, whether or not the corporation would otherwise have the power to
indemnify him under
Section 8.50 through 8.56.
The Registrant's By-laws provide that, to the extent legally
permissible, the Registrant may
indemnify any of its Directors, officers and employees who, as a result of
such position, was or is
a party or is threatened to be made a party to any contemplated, pending or
completed action, suit
or proceeding, whether civil, criminal, administrative or investigative
and whether formal or
informal against expenses, actually or reasonable incurred by him or her
in connection with such
action, suit or proceeding.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. List of Exhibits
See Exhibit Index on page 9
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually
or in the aggregate, represent a fundamental change in the information set
forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of
securities offered (if the total dollar value of securities offered would
not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than 20
percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not
previously disclosed in this Registration Statement or any material change
to such information in
this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if this
Registration Statement is
on Form S-3, Form S-8, and the information required to be included in a
post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference
in this Registration Statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new Registration
Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to
be the initial bona fide offering thereof;
3. To remove from registration by means of a post-effective amendment
any of the securities
being registered which remain unallocated at the termination of the Plan;
4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act
of 1934 that is incorporated by reference in the Registration Statement
shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such
securities at that time shall be deeded to be the initial bona fide offering
thereof; and
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities
(other than the payment by the Registrant in the successful defense of any
action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the
securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the questions
whether such indemnification by it is against public policy as expressed in
the Act and will be
governed by the final adjudication of such issue.
</PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, CENTRAL
VERMONT PUBLIC SERVICE CORPORATION certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Rutland, Vermont on the
12th day of April, 1999.
CENTRAL VERMONT PUBLIC SERVICE
CORPORATION
By: /s/ Robert H. Young
Robert H. Young
Director, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has
been signed on April 12, 1999 by the following persons in the capacities
indicated:
Name Title
- ------- ------
/s/ Robert H. Young Director, President and
Robert H. Young Chief Executive Officer
/s/ Francis J. Boyle Senior Vice President,
Francis J. Boule Principal Financial
Officer and Treasurer
/s/ James M. Pennington Vice President, Controller and
James M. Pennington Principal Accounting Officer
/s/ Frederic H. Bertrand Chairman of the Board, Director
Frederic H. Bertrand
/s/ Robert L. Barnett Director
Robert L. Barnett
/s/ Rhonda L. Brooks Director
Rhonda L. Brooks
/s/ Robert G. Clarke Director
Robert G. Clarke
/s/ Luther F. Hackett Director
Luther F. Hackett
/s/ Patrick J. Martin Director
Patrick J. Martin
/s/ Mary Alice McKenzie Director
Mary Alice McKenzie
/s/ Janice L. Scites Director
Janice L. Scites
</PAGE>
<PAGE>
EXHIBIT INDEX
----------------------
Exhibit
No. Document
- -------- -------------
4.1 Articles of Association of the Registrant. (Incorporated
by reference to Exhibit 3.2 of the Registrant's Annual
Report on Form 10-K for the year ended December
31, 1992).
4.2 By-laws of the Registrant. (Incorporated by reference
to Exhibit 3.1 of the
Registrant's Registration Quarterly Report on Form
10-Q for the period ended
June 30, 1997).
*5 Opinion of Joseph M. Kraus as to the legality of the
Registrant's Common Stock.
23. Consents of Experts and Counsel
23.1 Consent of Joseph M. Kraus (included in Exhibit 5)
* 23.2 Consent of Arthur Andersen LLP
*99 Central Vermont Public Service Corporation Stock Option
Plan for Non-employee Directors.
* = included herewith
EXHIBITS 5 and 23.1
---------------------------
JOSEPH M. KRAUS
VICE PRESIDENT, CORPORATE SECRETARY AND GENERAL COUNSEL
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
LEGAL DEPARTMENT
77 GROVE STREET
RUTLAND, VT 05701
April 28, 1999
Central Vermont Public Service Corporation
77 Grove Street
Rutland, VT 05701
Ladies and Gentlemen:
I am General Counsel of Central Vermont Public Service Corporation,
a Vermont corporation
(the "Company"), and have acted as such in connection with the registration
by the Company
under the Securities Act of 1933, as amended, of 112,500 shares of Common
Stock, $6.00 par
value per share, of the Company ("Common Stock") issuable under the Central
Vermont Public
Service Corporation Stock Option Plan for Non-employee Directors (the "Plan")
on a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities
and Exchange Commission (the "Commission").
In rendering the opinions hereinafter expressed, I have examined
originals or copies certified
or otherwise identified to my satisfaction of all such records of the Company,
agreements and
other instruments, certificates of public officials, certificates of officers
and representatives of the
Company and such other documents as we have deemed necessary as a basis of
the opinions
expressed below. In my examination, I have assumed (and have not verified)
(i) that the
signatures on all documents which I have examined are genuine, (ii) the
authenticity of all
documents submitted to me as originals and (iii) the conformity with
authentic original
documents of all documents submitted to me as copies. As to various
questions of fact material
to such opinions, I have, when relevant facts were not independently
established, relied upon
certifications of officers of the Company and other appropriate persons.
Based on the foregoing, and having regard to legal considerations I
deem relevant, I am of the
opinion that when said shares of Common Stock have been registered under
the Securities Act of
1933, as amended, and when said shares of Common Stock have been issued as
provided under
the Plan, said shares of Common Stock will be duly authorized, validly
issued and outstanding,
fully paid and nonassessable, with no personal liability attaching to the
ownership thereof.
The foregoing opinions are limited to matters involving the federal laws
of the United States
of America and the general corporate law of the State of Vermont, and I do
not express any
opinion as to the laws of any other jurisdiction.
This opinion is addressed to you solely in connection with the matters
referred to herein and is
not to be relied upon by any other person, except the New York Stock Exchange
and the Commission, or for any other purpose.
I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and
further consent to the use of our my wherever it appears in the Registration
Statement and any
amendment thereto, and the Prospectus relating thereto.
Very truly yours,
/s/ Joseph M. Kraus
Joseph M. Kraus
EXHIBIT 23.2
-------------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in
this registration statement of our report dated February 25, 1999 (except
with respect to the
matter discussed in Note 18, as to which the date is March 26, 1999)
included in Central
Vermont Public Service Corporation's Form 10-K for the year ended
December 31, 1998 and to
all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
April 26, 1999
EXHIBIT 99
----------------
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
------------------------------------------
1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
-------------------------------------------------
1. Definitions
- --------------------
Various key terms used in this Plan are defined as follow:
1.1 "Board" - the Board of Directors of the Company.
1.2 "Code" - means the Internal Revenue Code of 1986 as amended from
time to time, and regulations and rulings under the Code.
1.3 "Change in Control " - the occurrence of any of the following events:
(i) a third person, including a "group" as such term is used in Section
13(d)(3) of The
Securities Exchange Act of 1934 (the "Exchange Act") becomes the beneficial
owner, directly or
indirectly, of 20% or more of the combined voting power of the Company's
outstanding voting
securities ordinarily having the right to vote for the election of directors
of the Company;
(ii) individuals who, as of the date of adoption of the Plan by the
Board of Directors,
constitute the members of the Board of Directors (the "Incumbent Board")
cease for any reason
to constitute at least three-quarters of the Board of Directors, provided
that any person becoming
a director subsequent to the date of adoption of the Plan whose election,
or nomination for
election by the Company's stockholders, was approved by a vote of at least
three-quarters of the
directors comprising the Incumbent Board (other than an election or
nomination of an individual
whose initial assumption of office is in connection with an actual or
threatened election contest
relating to the election of the directors of the Company, as such terms
are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) shall be, for purposes
of the Plan,
considered as though such person were a member of the Incumbent Board; or
(iii) a third "person," as such terms is defined in the Public Utility
Holding Company Act of
1935 (the "1935 Act"), either directly or indirectly, shall come to own,
control or hold with
power to vote 10% or more of the outstanding voting securities of the
Company, if immediately
subsequent to the acquisition of the Company's voting securities by such
third person: (A) such
third person shall be a "public utility holding company" within the meaning
of the 1935 Act,
whether or not exempt from registration thereunder, or (B) the Company shall
be in danger of
losing its exemption under the 1935 Act or shall otherwise be required to
register under the 1935
Act.
1.4 "Common Stock" - shares of the Company's Common Stock, $6 Par Value.
1.5 "Company" - Central Vermont Public Service Corporation and its
subsidiaries or any successor thereto.
1.6 "Disability" - means permanent and total disability as defined by the
Company's benefits program for disability insurance program.
1.7 "Fair Market Value" - the average of the high and low quoted selling
price for a share of
Common Stock as of any particular date as quoted in the Eastern Edition of
the Wall Street
Journal or in a similarly readily available public source on such date
(or, if such date shall not be
a business day, then the next preceding day which shall be a business day);
or if no sale takes
place, then the average of the bid and asked prices on such date.
1.8 "Participant" - A person who at the time of reference is a member of
the Board of Directors
of the Company but who is not an officer or employee of the Company or any of
its subsidiaries.
For purposes of this Plan, a Subsidiary shall be any corporation in which the
Company has a
direct or indirect ownership interest, including any corporation in which
the Company acquires
any such interest after the adoption of this Plan, but only if the Company
owns or controls,
directly or indirectly, stock possessing not less than 50% of the total
combined voting power of
all classes of stock in such corporation.
1.9 "Plan" - the Plan described herein and to be called the Central
Vermont Public Service
Corporation 1998 Stock Option Plan for Non-employee Directors, as amended
from time to time.
2.0 "Retirement" - attainment of the age 70 for members of the Board of
Directors as defined in the By-laws of the Company.
2.1 "Stock Option" - an option to purchase shares of Common Stock of
the Company granted to a Participant pursuant to the terms of the Plan.
2. Purpose
- ----------------
The purpose of the Plan is to enhance the ability of the Company to
attract and retain
individuals of high caliber to serve on the Board of Directors by facilitating
the participation of
such persons as stockholders in the future success and profitability of the
Company.
3. Shares Subject to the Plan
- --------------------------------------
3.1 The aggregate number of shares of Common Stock as to which Stock
Options may be
granted and delivered pursuant to the Plan shall not exceed 112,500 shares,
subject, however, to
adjustment pursuant to Section 6 below.
3.2 If any Stock Option granted under the Plan expires or terminates
without having been
exercised in full, the number of shares of Common Stock as to which the Stock
Option has not
been exercised shall be available for future grants within the limitation
prescribed in subsection 3.1.
3.3 Shares of Common Stock delivered upon the exercise of a Stock Option
shall consist of
issued shares of Common Stock which were reacquired by the Company and held
in Treasury, or
if from time to time there is not a sufficient number of such shares, shares
of authorized but unissued Common Stock.
4. Grants of Stock Options
- ------------------------------------
4.1 On May 6, 1998, each Participant shall be granted an option to
purchase 2,250 shares of Common Stock.
4.2 On the first business day after each of the 1999, 2000, 2001 and 2002
annual meetings of
stockholders of the Company, each Participant shall be granted an option to
purchase 2,250 shares of Common Stock.
4.3 The terms and provisions of each Stock Option granted under the Plan
shall be evidenced
by an appropriate agreement containing the terms and provisions of such
option as set forth in the
Plan.
5. Option Price and Exercise of Stock Options
- -----------------------------------------------------------
5.1 Option Price
- ---------------------
5.1.1 The Option Price per share of Common Stock under each Stock
Option shall be equal to
the Fair Market Value of a share of Common Stock on the date the option
is granted.
5.1.2 Payment of the Option Price upon full or partial exercise of an
option, may be made in
cash, or pursuant to the cashless exercise procedures described in
subsection 5.1.3 or by the
tender of shares of Common Stock owned for more than six months having
an aggregate Fair
Market Value as of the exercise date equal to the Option Price of the Stock
Option or portion
thereof being exercised.
5.1.3 A Participant may elect to pay for the exercise of a Stock Option
through the following
cashless exercise procedures: The Participant shall notify the Corporate
Secretary of his or her
intent to exercise. Written instructions will then be prepared and delivered
to the Company and
the broker indicating the Participant's cashless election and instructing the
Company to deliver to
the broker the Common Stock issuable upon exercise. The exercise of the
Participant's Stock
Options will be executed on the same day that the broker is able to sell the
stock. The broker
will then withhold from the proceeds of the sale and deliver to the Company
an amount, in cash,
equal to the option price. An additional amount for federal and state tax
withholdings may also
be withheld and delivered to the Company at the Participant's election.
5.1.4 A Participant may elect, upon exercise of a Stock Option, to have
the Company satisfy
federal and state income tax withholding requirements applicable to the
exercise, by having the
Company retain from the shares deliverable to the Participant upon exercise
that number of
shares of Common Stock having a Fair Market Value equal to the amount of
the withholding
liability.
5.2 Option Period
- -------------------------
5.2.1 Each Stock Option shall be exercisable in whole, or in part, at any
time during the period
beginning six months after the date of grant and ending five years after the
date of grant. Each
Stock Option not otherwise presently exercisable pursuant to the preceding
sentence shall
become immediately exercisable in full upon a Change in Control.
5.2.2 In the event that the period for exercise of a Stock Option expires
at a time when a
limited trading period has been declared by the Corporate Secretary and is in
effect, the period
during which such option may be exercised shall be automatically extended for
a period of thirty
(30) days following termination of such limited trading period by the
Corporate Secretary. This
provision shall not apply to any exercise of a Stock Option pursuant to
Section 5.3.1.
5.3 Exercise Rights Upon Ceasing To Be A Director
- -------------------------------------------------------------------
5.3.1 In the event of a Participant's death or the cessation of services
due to Disability or
Retirement at a time when he is entitled to exercise a Stock Option, then at
any time within one
year after such death or the cessation of services due to Disability or
Retirement, such Stock
Option may be exercised in full or in part as to shares which the Participant
was entitled to
purchase at the time of any such termination or his death by the participant
or his executor or
administrator or other person to whom the Stock Option is transferred by will
or the applicable
laws of descent and distribution, but in no event may any Stock Option be
exercised in such
circumstances more than five years after the date of grant of such option.
5.3.2 In the event a Participant ceases to be a member of the Board of
Directors at a time when
he is entitled to exercise a Stock Option for any reason other than death,
then at any time within
three months after he ceases to be a member of the Board of Directors such
Stock Option may be
exercised in full or in part as to shares which the Participant was entitled
to purchase at the date
he ceased to be a member of the Board of Directors, but, except as otherwise
provided in Section
5.2.2, no such Stock Option may be exercised more than five years after the
date of grant of such
option.
5.4 Nontransferability of Stock Options.
- ----------------------------------------------------
Each Stock Option shall be nonassignable and nontransferable by the
Participant other than by
will or the laws of descent and distribution. Each Stock Option shall be
exercisable during a
Participant's lifetime only by the Participant.
5.5 Effect of Exercise Of Options.
- --------------------------------------------
The right of a Participant to exercise a Stock Option shall terminate to the
extent that the Stock Option is exercised.
6. Adjustment Upon Changes in the Common Stock
- ------------------------------------------------------------------
In the event of a stock dividend, stock split or other change in
corporate structure or
capitalization affecting the Common Stock which becomes effective after the
adoption of the
Plan by the Board of Directors, the Board of Directors shall make appropriate
adjustments,
designed to retain the same value to Participants, in:
(i) the number and kind of shares of stock with respect to which Stock
Options are thereafter
granted hereunder;
(ii) the number and kind of shares of stock remaining subject to each
Stock Option
outstanding at the time of such change; and
(iii) the Option Price.
The Board of Director's determination shall be binding on all persons
concerned. Subject to
any required action by the stockholders, if the Company shall be the surviving
corporation in any
merger or consolidation (other than a merger or consolidation in which the
Company survives
but in which a majority of its outstanding shares are converted into
securities of another
corporation or are exchanged for the consideration), any Stock Option granted
hereunder shall
pertain and apply to the securities which a holder of the number of shares of
stock of the
Company then subject to the Stock Option would have been entitled to receive,
but a dissolution
or liquidation of the Company or a merger or consolidation in which the
Company is not the
surviving corporation or in which a majority of its outstanding shares are
so converted or
exchanged shall cause every Stock Option hereunder to terminate; provided
that if any such
dissolution, liquidation, merger or consolidation is contemplated, the
Company shall either
arrange for any corporation succeeding to the business and assets of the
Company to issue to the
Participants replacement Stock Options on such corporation's stock which
will to the extent
possible preserve the value of the outstanding Stock Options or shall make
the outstanding Stock
Options fully exercisable at least 20 days before the effective date of any
such dissolution,
liquidation, merger or consolidation. The existence of the Plan shall not
prevent any such change
or other transaction, and no Participant shall have any right except as
herein expressly set forth.
7. Participant's Agreement
- -----------------------------------
If, at the time of the exercise of any Stock Option, in the opinion of
counsel for the Company,
it is necessary or desirable, in order to comply with any then applicable
laws or regulations
relating to the sale of securities, that the person exercising the Stock
Option shall agree to hold
any shares of Common Stock issued to the individual for investment and
without any present
intention to resell or distribute the same and that the person will dispose
of such shares only in
compliance with such laws and regulations, the person will, upon the request
of the Company,
execute and deliver to the Company a further agreement to such effect.
8. Discontinuance, Amendment and Termination
- --------------------------------------------------------------
The Board of Directors may from time to time or at any time amend the
Plan for the purpose
of satisfying the requirements of any changes in applicable laws or
regulations or for any other
purpose which may at the time be permitted by law or may at any time
terminate the Plan as to
any further grants of Stock Options, provided that any amendment which would
effect a material
increase in the maximum number of shares available under the Plan except as
provided in
Section 6 must be approved by the affirmative vote of at least a majority of
the shares of
Common Stock represented in person or by proxy at a meeting of stockholders:
The provision of the Plan governing the matter referred to above, or
matters relating to (i) the
number of shares for which Stock Options may be granted, (ii) the exercise
price of options, (iii)
the timing of awards or (iv) the duration of option periods, may not be
amended more than once
every six (6) months, except for amendments required to comport with the
Internal Revenue
Code, the Employee Retirement Income Security Act, or the rules thereunder.
9. Effective Date
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The Plan shall be submitted to the stockholders of the Company for
approval. Shares may not
be delivered under the Plan unless and until such delivery is authorized by
the Vermont Public
Service Board. Options may be granted hereunder prior to such approval and
authorization but
shall be contingent upon obtaining such approval and authorization. The
stockholders of the
Company shall be deemed to have approved the Plan only if it is approved at
a meeting of the
stockholders duly held by vote taken in the manner required by the laws of
the State of Vermont.
10. Preemption By Applicable Laws and Regulations
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Anything in the Plan to the contrary notwithstanding, if, at any time
specified herein for the
making of any determination or the issue or other distribution of shares of
Common Stock, any
law, regulation or requirement of any governmental authority having
jurisdiction in the premises
shall require either the Company or the Participant (or the Participant's
beneficiary thereof) to
take any action in connection with any such determination or the shares then
to be issued or
distributed, the issue or distribution of such shares shall be deferred until
such action shall have
been taken.
11. Miscellaneous
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11.1 No Right to Corporate Assets.
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Nothing contained in the Plan shall be construed as giving a Participant,
the Participant's
beneficiaries, or any other person or entity an interest of any kind in any
assets of the Company
or any Subsidiary or creating a trust of any kind or a fiduciary relationship
of any kind between
the Company or any Subsidiary and any such person.
11.2 No Restriction on Corporate Action.
- -----------------------------------------------------
Nothing contained in the Plan shall be construed to prevent the Company or any
subsidiary from
taking any corporate action which is deemed by the Company or the Subsidiary
to be appropriate
or in its best interest, whether or not such action would have an adverse
affect on the Plan or any
Stock Option granted under the Plan. No Participant, beneficiary or other
person shall have any
claim against the Company or any Subsidiary as a result of any such action.
11.3 Use of Proceeds.
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The proceeds received by the Company from the sale of Common Stock pursuant
to Stock
Options will be used for the general purposes of the Company.
11.4 Non-assignability.
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Neither a Participant nor a Participant's beneficiary shall have the power
or right to sell,
exchange, pledge, transfer, assign or otherwise encumber or dispose of such
Participant's or
beneficiary's interest in the Plan or in any Stock Option granted under the
Plan; nor shall such
interest be subject to seizure for the payment of Participant's or
beneficiary's debts, judgments,
alimony, or separate maintenance or be transferable by operation of law
in the event of
Participant's or beneficiary's bankruptcy or insolvency.
The Company's obligations under the Plan are not assignable or
transferable except to a
corporation which acquires all or substantially all of the assets of the
Company or to any
corporation into which the Company may be merged or consolidated.
11.5 No Fractional Shares.
- ------------------------------------
No Stock Option shall be exercised for a fractional share.
11.6 Governing Law; Construction.
- ----------------------------------------------
All rights and obligations under the Plan shall be governed by, and the
Plan shall be construed in
accordance with, the laws of the State of Vermont. Titles and headings to
Sections herein are for
purposes of reference only, and shall in no way limit, define or otherwise
affect the meaning or
interpretation of any provisions of the Plan.
