2003 SEC FORM 10-K EXHIBIT 10-D-54
GREEN MOUNTAIN POWER CORPORATION
DIRECTOR DEFERRED STOCK UNIT AGREEMENT
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THIS AGREEMENT, dated as of the 1st day of November, 2003, between GREEN
MOUNTAIN POWER CORPORATION , a Vermont corporation (the "Company"), and XXXXXXX
X. XXXXXX (the "Participant"), is made pursuant and subject to the provisions of
the Green Mountain Power Corporation 2000 Stock Incentive Plan (the "Plan"), a
copy of which has been made available to the Participant. All terms used herein
that are defined in the Plan have the same meaning given them in the Plan.
1. AWARD.
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Pursuant to the Plan, the Company, effective as of October 6, 2003 (the
"Date of Grant"), granted to the Participant, subject to the terms and
conditions of the Plan and subject further to the terms and conditions herein
set forth, an award of 1,100 Stock Units. For purposes of this Agreement and
any related Deferral Agreement, a Stock Unit is the right to receive a share of
Common Stock based on the terms of this Agreement.
2. TERMS AND CONDITIONS.
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No Common Stock will be issued, no payment will be made hereunder, and
Participant's interest in the Stock Units granted hereunder shall be forfeited
except to the extent that the requirements of the following paragraphs are
satisfied.
3. VESTING.
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The Stock Units subject to this Agreement will vest on December 31, 2003.
4. FORFEITURE.
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The shares of Common Stock subject to this Agreement will be forfeited if
the Participant is not a director of the Company on December 31, 2003.
5. SHAREHOLDER RIGHTS.
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The Participant shall not have any rights as a shareholder of the Company
with respect to the Stock Units subject to this Agreement until the Stock Units
vest and are settled by the issuance of Common Stock.
6. CHANGE IN CAPITAL STRUCTURE.
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The terms of this Agreement, including the number of Stock Units subject to
this Agreement, shall be adjusted as the Committee determines is equitably
required in the event the Company effects one or more stock dividends, stock
split-sups, subdivisions or consolidations of shares or other similar changes in
capitalization.
7. CONFLICTS.
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In the event of any conflict between the provisions of the Plan as in
effect on the Date of Grant and the provisions of this Agreement, the provisions
of the Plan shall govern. All references herein to the Plan mean the Plan as in
effect on the date hereof.
8. PARTICIPANT BOUND BY PLAN.
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The Participant hereby acknowledges that a copy of the Plan has been made
available to him and agrees to be bound by all the terms and provisions thereof.
9. BINDING EFFECT.
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Subject to the limitations stated above and in the Plan, this Agreement
shall be binding upon and inure to the benefit of the legatees, distributees and
personal representatives of the Participant and the successors of the Company.
10. GOVERNING LAW.
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This Agreement shall be governed by, and interpreted under, the laws of the
State of Vermont except its choice of law provisions to the extent that they
would require the application of the laws of a State other than the State of
Vermont.
* * *
IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its duly authorized officer and the Participant has signed this Agreement on the
date or dates set forth below.
GREEN MOUNTAIN POWER CORPORATION
By: /s/Xxxxxxxxxxx X. Xxxxxx
Date: December 1, 2003
XXXXXXX X. XXXXXX
By:/s/Xxxxxxx X. Xxxxxx
Date: November 28, 2003
