GREEN MOUNTAIN POWER CORPORATION
CERTIFIED COPY OF 2000 STOCK INCENTIVE PLAN
I, the undersigned, hereby certify that I am corporate secretary of
Green Mountain Power Corporation, a Vermont corporation; and that the
foregoing is a true copy of 2000 Stock Incentive Plan as adopted by the
Board of Directors of said corporation.
GREEN MOUNTAIN POWER CORPORATION
2000 STOCK INCENTIVE PLAN
SECTION 1. PURPOSE.
The purpose of the Plan is to promote the interests of the Company and its
shareholders by aiding the Company in attracting and retaining employees,
officers, consultants, independent contractors and non-employee directors
capable of contributing to the future success of the Company, to offer such
persons incentives to put forth maximum efforts for the success of the Company's
business and to afford such persons an opportunity to acquire a proprietary
interest in the Company.
SECTION 2. DEFINITIONS.
As used in the Plan, the following terms shall have the meanings set forth
below:
(a) "Affiliate" shall mean (i) any entity that, directly or indirectly through
one or more intermediaries, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, in each case
as determined by the Committee.
(b) "Award" shall mean any Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Performance Award, Other Stock Grant or Other
Stock-Based Award granted under the Plan.
(c) "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time, and any regulations promulgated thereunder.
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(f) "Committee" shall mean a committee of Directors designated by the Board to
administer the Plan. The Committee shall be comprised of not less than such
number of Directors as shall be required to permit Awards granted under the
Plan to qualify under Rule 16b-3, and each member of the Committee shall be
a "non-employee director" within the meaning of Rule 16b-3 and an "outside
director" within the meaning of Section 162(m) of the Code. The Company
expects to administer the Plan to the extent feasible in accordance with
the requirements for the award of "qualified performance-based
compensation" within the meaning of Section 162(m) of the Code.
(g) "Company" shall mean Green Mountain Power Corporation, a Vermont
corporation, and any successor corporation.
(h) "Director" shall mean a member of the Board.
(i) "Eligible Person" shall mean any employee, officer, consultant, independent
contractor or Director providing services to the Company or any Affiliate
whom the Committee determines to be an Eligible Person.
(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
(k) "Fair Market Value" shall mean, with respect to any property (including,
without limitation, any Shares or other securities), the fair market value
of such property determined by such methods or procedures as shall be
established from time to time by the Committee. Notwithstanding the
foregoing, unless otherwise determined by the Committee, the Fair Market
Value of Shares as of a given date shall be, if the Shares are then quoted
on the New York Stock Exchange, the average of the high and low sales price
as reported on the New York Stock Exchange on such date or, if the New York
Stock Exchange is not open for trading on such date, on the most recent
preceding date when it is open for trading; provided, however, that the
Committee may in its discretion designate the actual sales price as Fair
Market Value in the case of disposition of Shares under the Plan.
(l) "Incentive Stock Option" shall mean an option granted under Section 6(a) of
the Plan that is intended to meet the requirements of Section 422 of the
Code or any successor provision.
(m) "Non-Qualified Stock Option" shall mean an option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option.
(n) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option, and shall include Reload Options.
(o) "Other Stock Grant" shall mean any right granted under Section 6(e) of the
Plan.
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(p) "Other Stock-Based Award" shall mean any right granted under Section 6(f)
of the Plan.
(q) "Participant" shall mean an Eligible Person designated to be granted an
Award under the Plan. A Participant shall cease to be such under the Plan
after all Awards granted to him or her are no longer exercisable.
(r) "Performance Award" shall mean any right granted under Section 6(d) of the
Plan.
(s) "Person" shall mean any individual, corporation, partnership, association
or trust.
(t) "Plan" shall mean the Green Mountain Power Corporation 2000 Stock Incentive
Plan, as amended from time to time, the provisions of which are set forth
herein.
(u) "Reload Option" shall mean any Option granted under Section 6(a)(iv) of the
Plan.
(v) "Restricted Stock" shall mean any Shares granted under Section 6(c) of the
Plan.
(w) "Restricted Stock Unit" shall mean any unit granted under Section 6(c) of
the Plan evidencing the right to receive a Share (or a cash payment equal
to the Fair Market Value of a Share) at some future date.
(x) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Exchange Act or any successor rule or
regulation.
(y) "Shares" shall mean shares of Common Stock, $ 3.33 1/3 par value per share,
of the Company or such other securities or property as may become subject
to Awards pursuant to an adjustment made under Section 4(c) of the Plan.
(z) "Stock Appreciation Right" shall mean any right granted under Section 6(b)
of the Plan.
SECTION 3. ADMINISTRATION.
(a) Power and Authority of the Committee. The Plan shall be administered by the
Committee. Subject to the express provisions of the Plan and to applicable
law, the Committee shall have full power and authority to: (i) designate
those Eligible Persons who are to be Participants; (ii) determine the type
or types of Awards to be granted to each Participant under the Plan; (iii)
determine the number of Shares to be covered by (or with respect to which
payments, rights or other matters are to be calculated in connection with)
each Award; (iv) determine the terms and conditions of any Award or Award
Agreement; (v) amend the terms and conditions of any Award or Award
Agreement and accelerate the exercisability of Options or the lapse of
restrictions relating to Restricted Stock, Restricted Stock Units or other
Awards; (vi) determine whether, to what
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extent and under what circumstances Awards may be exercised in cash,
Shares, other securities, other Awards or other property, or canceled,
forfeited or suspended; (vii) determine whether, to what extent and under
what circumstances cash, Shares, promissory notes, other securities, other
Awards, other property and other amounts payable with respect to an Award
under the Plan shall be deferred either automatically or at the election of
the holder thereof or the Committee; (viii) interpret and administer the
Plan and any instrument or agreement, including an Award Agreement,
relating to the Plan; (ix) establish, amend, suspend or waive such rules
and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (x) make any other determination
and take any other action that the Committee deems necessary or desirable
for the administration of the Plan. Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations and other
decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive and binding upon any Participant, any holder or
beneficiary of any Award and any employee of the Company or any Affiliate.
(b) Delegation. The Committee may delegate its powers and duties under the Plan
to one or more Directors or a committee of Directors, subject to such
terms, conditions and limitations as the Committee may establish in its
sole discretion.
(c) Power and Authority of the Board of Directors. Notwithstanding anything to
the contrary contained herein, the Board may, at any time and from time to
time, without any further action of the Committee, exercise the powers and
duties of the Committee under the Plan.
SECTION 4. SHARES AVAILABLE FOR AWARDS.
(a) Shares Available. Subject to adjustment as provided in Section 4(c) of the
Plan, the aggregate number of Shares that may be issued under all Awards
under the Plan shall be 500,000. Shares to be issued under the Plan may be
either authorized but unissued Shares or Shares acquired in the open market
or otherwise. Any Shares that are used by a Participant as full or partial
payment to the Company of the purchase price relating to an Award, or in
connection with the satisfaction of tax obligations relating to an Award,
shall again be available for granting Awards (other than Incentive Stock
Options) under the Plan. In addition, if any Shares covered by an Award or
to which an Award relates are not purchased or are forfeited, or if an
Award otherwise terminates without delivery of any Shares, then the number
of Shares counted against the aggregate number of Shares available under
the Plan with respect to such Award, to the extent of any such forfeiture
or termination, shall again be available for granting Awards under the
Plan.
(b) Accounting for Awards. For purposes of this Section 4, if an Award entitles
the holder thereof to receive or purchase Shares, the number of Shares
covered by such Award or to which such Award relates shall be counted on
the date of grant of such Award against the aggregate number of Shares
available for granting Awards under the Plan.
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(c) Adjustments. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee
to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the
Plan, then the Committee shall, in such manner as it may deem equitable,
adjust any or all of (i) the number and type of Shares (or other securities
or other property) that thereafter may be made the subject of Awards, (ii)
the number and type of Shares (or other securities or other property)
subject to outstanding Awards and (iii) the purchase or exercise price with
respect to any Award; provided, however, that the number of Shares covered
by any Award or to which such Award relates shall always be a whole number.
(d) Award Limitations Under the Plan. No Eligible Person may be granted any
Award or Awards under the Plan, the value of which Award or Awards is based
solely on an increase in the value of the Shares after the date of grant of
such Award or Awards, for more than 100,000 Shares (subject to adjustment
as provided for in Section 4(c) of the Plan), in the aggregate in any
calendar year. The foregoing annual limitation specifically includes the
grant of any Award or Awards representing "qualified performance-based
compensation" within the meaning of Section 162(m) of the Code.
SECTION 5. ELIGIBILITY.
Any Eligible Person shall be eligible to be designated a Participant. An
Incentive Stock Option may only be granted to full or part-time employees (which
term as used herein includes, without limitation, officers and Directors who are
also employees), and an Incentive Stock Option shall not be granted to an
employee of an Affiliate unless such Affiliate is also a "subsidiary
corporation" of the Company within the meaning of Section 424(f) of the Code or
any successor provision.
SECTION 6. AWARDS.
(a) Options. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the
Plan as the Committee shall determine:
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(i) Exercise Price. The purchase price per Share purchasable under an
Option shall be determined by the Committee; provided, however, that such
purchase price shall not be less than 100% of the Fair Market Value of a Share
on the date of grant of such Option.
(ii) Option Term. The term of each Option shall be fixed by the
Committee but no Option shall be exercisable more than ten years after the grant
date.
(iii) Time and Method of Exercise. The Committee shall determine the
time or times at which an Option may be exercised in whole or in part and the
method or methods by which, and the form or forms (including, without
limitation, cash, Shares, promissory notes, other securities, other Awards or
other property, or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price) in which, payment of the
exercise price with respect thereto may be made or deemed to have been made.
(iv) Reload Options. The Committee is hereby authorized to grant
Reload Options, separately or together with another Option, pursuant to which,
subject to the terms and conditions established by the Committee, the
Participant will be granted a new Option (the Reload Option) when payment of all
or a portion of the exercise price of a previously granted option is made by the
delivery of Shares owned by the Participant, and/or when Shares are tendered or
withheld as payment of all or a portion of the amount to be withheld under
applicable income tax laws in connection with the exercise of an option. The
Reload Option will be an Option to purchase that number of Shares not exceeding
the sum of (A) the number of Shares used for payment of the exercise price of
the previously granted option to which such Reload Option relates and (B) the
number of Shares tendered or withheld as payment of the amount to be withheld
under applicable tax laws in connection with the exercise of the option to which
such Reload Option relates. Reload Options may be granted with respect to
Options previously granted under the Plan or with respect to options under any
other stock option plan of the Company or may be granted in connection with any
Option granted under the Plan or under any other stock option plan of the
Company at the time of such grant. Such Reload Options shall have a per share
exercise price equal to the Fair Market Value of one Share as of the date of
grant of the new Reload Option.
(b) Stock Appreciation Rights. The Committee is hereby authorized to grant
Stock Appreciation Rights to Participants subject to the terms of the Plan
and any applicable Award Agreement. A Stock Appreciation Right granted
under the Plan shall confer on the holder thereof a right to receive upon
exercise thereof the excess of (i) the Fair Market Value of one Share on
the date of exercise (or, if the Committee shall determine, at any time
during a specified period before or after the date of exercise) over (ii)
the grant price of the Stock Appreciation Right as specified by the
Committee, which price shall not be less than 100% of the Fair Market Value
of one Share on the date of grant of the Stock Appreciation Right. Subject
to the terms of the Plan and any applicable Award Agreement, the grant
price, term, methods of exercise, dates of exercise, methods of settlement
and any other terms and conditions of any Stock Appreciation Right shall be
as determined by the Committee. The Committee may impose such conditions or
restrictions on the exercise of any Stock Appreciation Right as it may deem
appropriate.
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(c) Restricted Stock and Restricted Stock Units. The Committee is hereby
authorized to grant Restricted Stock and Restricted Stock Units to
Participants with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the
Plan as the Committee shall determine:
(i) Restrictions. Shares of Restricted Stock and Restricted Stock
Units shall be subject to such restrictions as the Committee may impose
(including, without limitation, a waiver by the Participant of the right to vote
or to receive any dividend or other right or property with respect thereto),
which restrictions may lapse separately or in combination at such time or times,
in such installments or otherwise as the Committee may deem appropriate.
(ii) Stock Certificates. Any Restricted Stock granted under the Plan
shall be registered in the name of the Participant and shall bear an appropriate
legend referring to the terms, conditions and restrictions applicable to such
Restricted Stock. In the case of Restricted Stock Units, no Shares shall be
issued at the time such Awards are granted.
(iii) Forfeiture. Except as otherwise determined by the Committee,
upon termination of employment (as determined under criteria established by the
Committee) during the applicable restriction period, all Shares of Restricted
Stock and all Restricted Stock Units at such time subject to restriction shall
be forfeited and reacquired by the Company; provided, however, that the
Committee may waive in whole or in part any or all remaining restrictions with
respect to Shares of Restricted Stock or Restricted Stock Units. Upon the lapse
or waiver of restrictions and the restricted period relating to Restricted Stock
Units evidencing the right to receive Shares, such Shares shall be issued and
delivered to the holders of the Restricted Stock Units.
(d) Performance Awards. The Committee is hereby authorized to grant Performance
Awards to Participants subject to the terms of the Plan and any applicable
Award Agreement. A Performance Award granted under the Plan (i) may be
denominated or payable in cash, Shares (including, without limitation,
Restricted Stock and Restricted Stock Units), other securities, other
Awards or other property and (ii) shall confer on the holder thereof the
right to receive payments, in whole or in part, upon the achievement of
such performance goals during such performance periods as the Committee
shall establish. Subject to the terms of the Plan and any applicable Award
Agreement, the performance goals to be achieved during any performance
period, the length of any performance period, the amount of any Performance
Award granted, the amount of any payment or transfer to be made pursuant to
any Performance Award and any other terms and conditions of any Performance
Award shall be determined by the Committee.
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(e) Other Stock Grants. The Committee is hereby authorized, subject to the
terms of the Plan and any applicable Award Agreement, to grant to
Participants Shares without restrictions thereon as are deemed by the
Committee to be consistent with the purpose of the Plan.
(f) Other Stock-Based Awards. The Committee is hereby authorized to grant to
Participants subject to the terms of the Plan and any applicable Award
Agreement, such other Awards that are denominated or payable in, valued in
whole or in part by reference to, or otherwise based on or related to,
Shares (including, without limitation, securities convertible into Shares),
as are deemed by the Committee to be consistent with the purpose of the
Plan. Shares or other securities delivered pursuant to a purchase right
granted under this Section 6(f) shall be purchased for such consideration,
which may be paid by such method or methods and in form or forms
(including, without limitation, cash, Shares, promissory notes, other
securities, other Awards or other property or any combination thereof), as
the Committee shall determine, the value of which consideration, as
established by the Committee, shall not be less than 100% of the Fair
Market Value of such Shares or other securities as of the date such
purchase right is granted.
(g) General.
(i) No Cash Consideration for Awards. Awards shall be granted for no
cash consideration or for such minimal cash consideration as may be required by
applicable law.
(ii) Awards May Be Granted Separately or Together. Awards may, in the
discretion of the Committee, be granted either alone or in addition to, in
tandem with or in substitution for any other Award or any award granted under
any plan of the Company or any Affiliate other than the Plan. Awards granted in
addition to or in tandem with other Awards or in addition to or in tandem with
awards granted under any such other plan of the Company or any Affiliate may be
granted either at the same time as or at a different time from the grant of such
other Awards or awards.
(iii) Forms of Payment under Awards. Subject to the terms of the Plan
and of any applicable Award Agreement, payments or transfers to be made by the
Company or an Affiliate upon the grant, exercise or payment of an Award may be
made in such form or forms as the Committee shall determine (including, without
limitation, cash, Shares, promissory notes, other securities, other Awards or
other property or any combination thereof), and may be made in a single payment
or transfer, in installments or on a deferred basis, in each case in accordance
with rules and procedures established by the Committee. Such rules and
procedures may include, without limitation, provisions for the payment or
crediting of reasonable interest on installment or deferred payments or the
grant or crediting of dividend equivalents with respect to installment or
deferred payments.
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(iv) Limits on Transfer of Awards. No Award (other than Other Stock
Grants) and no right under any such Award shall be transferable by a Participant
otherwise than by will or by the laws of descent and distribution; provided,
however, that, if so determined by the Committee, a Participant may, in the
manner established by the Committee, transfer Options (other than Incentive
Stock Options) or designate a beneficiary or beneficiaries to exercise the
rights of the Participant and receive any property distributable with respect to
any Award upon the death of the Participant. Each Award or right under any
Award shall be exercisable during the Participant's lifetime only by the
Participant or, if permissible under applicable law, by the Participant's
guardian or legal representative. No Award or right under any such Award may be
pledged, alienated, attached or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.
(v) Term of Awards. The term of each Award shall be for such period as
may be determined by the Committee, but in no event more than ten years.
(vi) Restrictions; Securities Exchange Listing. All Shares or other
securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such restrictions as the Committee may deem
advisable under the Plan, applicable federal or state securities laws and
regulatory requirements, and the Committee may cause appropriate entries to be
made or legends to be affixed to reflect such restrictions. If any securities
of the Company are traded on a securities exchange, the Company shall not be
required to deliver any Shares or other securities covered by an Award unless
and until such Shares or other securities have been admitted for trading on such
securities exchange.
SECTION 7. CHANGE IN CONTROL PROVISIONS.
(a) Impact of Event. Notwithstanding any other provision of the Plan to the
contrary, in the event of a Change in Control:
All Options and Stock Appreciation Rights outstanding as of the date
such Change in Control occurs shall become fully vested and
exercisable.
The restrictions and other conditions applicable to any Restricted
Stock, Restricted Stock Unit, Other Stock Grant or Other Stock-Based
Awards, including vesting requirements, shall lapse, and such Awards
shall become free of all restrictions and fully vested.
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The value of all outstanding Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Other Stock Grants and Other
Stock-Based Awards shall, unless otherwise determined by the Committee
at or after grant, be cashed out on the basis of the "Change in
Control Price," as defined in Section 7(c), as of the date such Change
in Control occurs or such other date as the Committee may determine
prior to the Change in Control.
Any Performance Award that has been earned but not paid shall become
immediately payable in cash.
(b) Definition of Change in Control. A "Change in Control" means the
happening of any of the following events:
if (A) any "person" (as such term is used in sections 13(d) and 14(d) of
the Exchange Act other than a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or a corporation owned, directly
or indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities (a "20%
Holder"); or (B) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board and any new Director (other
than a Director designated by a person who has entered into an agreement with
the Company to effect a transaction described in clauses (A) or (C) of this
subsection) whose election by the Board or nomination for election by the
Company's shareholders was approved by a vote of at least three-fourths (3/4) of
the Directors then still in office who either were Directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority of the Directors of the
Company; or (C) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, or the shareholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all the Company's assets;
provided, however, that a Change of Control shall not be deemed to have occurred
under clauses (A) or (C) above if a majority of the Continuing Directors (as
defined below) determine within five business days after the occurrence of any
event specified in clauses (A) or (C) above that control of the Company has not
in fact changed and it is reasonably expected that such control of the Company
in fact will not change. Notwithstanding that, in the case of clause (A) above,
the Board shall have made a determination of the nature described in the
preceding sentence, if there shall thereafter occur any material change in facts
involving, or relating to, the 20% Holder or to the 20% Holder's relationship to
the Company, including, without limitation, the acquisition by the 20% Holder of
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l% or more additional outstanding voting stock of the Company, the occurrence of
such material change in facts shall result in a new Change of Control for the
purpose of this Plan . In such event, the second immediately preceding sentence
hereof shall be effective. As used herein, the term "Continuing Director" shall
mean any member of the Board on the date of the adoption of this Plan and any
successor of a Continuing Director who is recommended to succeed the Continuing
Director by a majority of Continuing Directors
(c) Change in Control Price. "Change in Control Price" means the highest price
per share paid in any transaction reported on the New York Stock
Exchange-Composite Transactions or paid or offered in any bona fide
transaction related to a change in control of the Company at any time
during the preceding 60-day period as determined by the Committee, except
that, in the case of Incentive Stock Options, such price shall be based
only on transactions reported for the date on which such Incentive Stock
Options are cashed out.
Notwithstanding any other provision of the Plan, upon a Change in Control,
unless the Committee shall determine otherwise at grant, an Award recipient
shall have the right, by giving notice to the Company within the exercise
period, to elect to surrender all or part of the Option, Stock Appreciation
Right, Restricted Stock, Restricted Stock Unit, Other Stock Grant or Other
Stock-Based Award to the Company and to receive in cash, within 30 days of such
notice, an amount equal to the amount by which the "Change in Control Price" on
the date of such notice shall exceed the exercise or grant price under such
Award, multiplied by the number of Shares as to which the right granted under
this Section 7 shall have been exercised.
SECTION 8. AMENDMENT AND TERMINATION; ADJUSTMENTS.
(a) Amendments to the Plan. The Board may amend, alter, suspend, discontinue or
terminate the Plan at any time; provided, however, that, notwithstanding
any other provision of the Plan or any Award Agreement, without the
approval of the shareholders of the Company, no such amendment, alteration,
suspension, discontinuation or termination shall be made that, absent such
approval:
(i) would violate the rules or regulations of the New York Stock Exchange
or any securities exchange upon which the Shares are listed;
(ii) would cause the Company to be unable, under the Code, to grant
Incentive Stock Options under the Plan; or
(iii)would decrease the grant or exercise price of any Option, Stock
Appreciation Right, Other Stock Grant or Other Stock Based Award to
less than the Fair Market Value on the date of grant.
(b) Amendments to Awards. The Committee may waive any conditions of or rights
of the Company under any outstanding Award, prospectively or retroactively.
Except as otherwise provided herein or in the Award Agreement, the
Committee may not amend, alter, suspend, discontinue or terminate any
outstanding Award, prospectively or retroactively, if such action would
adversely affect the rights of the holder of such Award, without the
consent of the Participant or holder or beneficiary thereof.
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(c) Correction of Defects, Omissions and Inconsistencies. The Committee may
correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Award in the manner and to the extent it shall deem
desirable to carry the Plan into effect.
SECTION 9. INCOME TAX WITHHOLDING; TAX BONUSES.
(a) Withholding. In order to comply with all applicable federal or state income
tax laws or regulations, the Company may take such action as it deems
appropriate to ensure that all applicable federal or state payroll,
withholding, income or other taxes, which are the sole and absolute
responsibility of a Participant, are withheld or collected from such
Participant. In order to assist a Participant in paying all or a portion of
the federal and state taxes required to be withheld or collected upon
exercise or receipt of (or the lapse of restrictions relating to) an Award,
the Committee, in its discretion and subject to such additional terms and
conditions as it may adopt, may permit the Participant to satisfy such
required tax obligation by (i) electing to have the Company withhold a
portion of the Shares otherwise to be delivered upon exercise or receipt of
(or the lapse of restrictions relating to) such Award with a Fair Market
Value equal to the amount of such taxes or (ii) delivering to the Company
Shares other than Shares issuable upon exercise or receipt of (or the lapse
of restrictions relating to) such Award with a Fair Market Value equal to
the amount of such taxes. The election, if any, must be made on or before
the date that the amount of tax to be withheld is determined.
(b) Tax Bonuses. The Committee, in its discretion, shall have the authority, at
the time of grant of any Award under this Plan or at any time thereafter,
to approve cash bonuses to designated Participants to be paid upon their
exercise or receipt of (or the lapse of restrictions relating to) Awards in
order to provide funds to pay all or a portion of federal and state taxes
due as a result of such exercise or receipt (or the lapse of such
restrictions). The Committee shall have full authority in its discretion to
determine the amount of any such tax bonus.
SECTION 10. GENERAL PROVISIONS.
(a) No Rights to Awards. No Eligible Person, Participant or other Person shall
have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Awards under the Plan. The terms and conditions
of Awards need not be the same with respect to any Participant or with
respect to different Participants.
(b) Award Agreements. No Participant will have rights under an Award granted to
such Participant unless and until an Award Agreement shall have been duly
executed on behalf of the Company and, if requested by the Company, signed
by the Participant.
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(c) No Limit on Other Compensation Arrangements. Nothing contained in the Plan
shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements
may be either generally applicable or applicable only in specific cases.
(d) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company
or any Affiliate, nor will it affect in any way the right of the Company or
an Affiliate to terminate such employment at any time, with or without
cause. In addition, the Company or an Affiliate may at any time dismiss a
Participant from employment free from any liability or any claim under the
Plan or any Award, unless otherwise expressly provided in the Plan or in
any Award Agreement.
(e) Governing Law. The validity, construction and effect of the Plan or any
Award, and any rules and regulations relating to the Plan or any Award,
shall be determined in accordance with the laws of the State of Vermont.
(f) Severability. If any provision of the Plan or any Award is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction or would
disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform
to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the
purpose or intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction or Award, and the remainder of the Plan or
any such Award shall remain in full force and effect.
(g) No Trust or Fund Created. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any
other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any unsecured general creditor of the
Company or any Affiliate.
(h) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine
whether cash shall be paid in lieu of any fractional Shares or whether such
fractional Shares or any rights thereto shall be canceled, terminated or
otherwise eliminated.
(i) Headings. Headings are given to the Sections and subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or
interpretation of the Plan or any provision thereof.
<PAGE>
SECTION 11. EFFECTIVE DATE OF THE PLAN.
The Plan was approved by the Board on February 7, 2000, subject to approval by
the shareholders of the Company and the Vermont Public Service Board within
twelve (12) months theretofore. Any Award granted under the Plan prior to
shareholder and Vermont Public Service Board approval of the Plan shall be
subject to shareholder and Vermont Public Service Board approval of the Plan.
SECTION 12. TERM OF THE PLAN.
No Award shall be granted under the Plan after February 7, 2005 or any earlier
date of discontinuation or termination established pursuant to Section 7(a) of
the Plan. However, unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award theretofore granted may extend beyond such
date.
I further certify that said vote has not been amended or revoked and
that the same is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and have affixed the
corporate seal of said corporation on this 27th day of July 2000.
/s/ Nancy Rowden Brock
[SEAL] --------------------------------
Nancy Rowden Brock
Corporate Secretary
Green Mountain Power Corporation
<PAGE>
