2003 SEC FORM 10-K EXHIBIT 10-D-63
GREEN MOUNTAIN POWER CORPORATION
DIRECTOR DEFERRAL AGREEMENT
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THIS DEFERRAL AGREEMENT (the "Agreement") is between EUCLID X. XXXXXX (the
"Participant"), the holder of a Stock Unit granted under the Green Mountain
Power Corporation 2000 Stock Incentive Plan (the "Plan"), and GREEN MOUNTAIN
POWER CORPORATION, a Vermont corporation (the "Company"). All terms used herein
that are defined in the Plan have the same meaning given them in the Plan.
1. ELECTION OF DEFERRED BENEFIT.
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The Participant hereby elects to defer payment of his or her Stock Unit
award in accordance with Section 6(g)(iii) of the Plan and receive a deferred
Stock Unit ("DSU"). The Participant elects the DSU with respect to 1,100 shares
of Common Stock (the "Shares") subject to an award of Stock Units on October 6,
2003.
2. FUTURE DISTRIBUTION OF SHARES.
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As soon as practicable following the distribution date prescribed by
Section 5 of this Agreement, the Company shall issue or distribute the Shares
and the Additional Shares, as defined in Section 5(a), to the Participant or, if
the Participant is not living, the Participant's Beneficiary. For purposes of
this Agreement, the Participant's Beneficiary shall be the person or persons or
entity or entities who succeed to the Participant's rights under this Agreement
by will or by the laws of descent and distribution.
3. DIVIDEND EQUIVALENTS.
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The Company shall pay dividend equivalents to the Participant with respect
to the Shares and the Additional Shares. The amount of any dividend equivalents
payable under this Section 3 shall be equal to the amount of dividends that
would have been payable on the Shares and the Additional Shares if the Shares
and the Additional Shares were outstanding on the record date for the dividend
payment. Dividend equivalents shall be paid as soon as practicable following
the payment date for the dividend on the Common Stock.
4. VESTING.
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The Participant's right to receive the Shares and the Additional Shares as
a DSU is nonforfeitable. Notwithstanding the immediately preceding sentence,
the obligation to distribute the Shares and the Additional Shares as a DSU is an
unfunded obligation of the Company and the Participant is an unsecured creditor
of the Company with respect to the satisfaction of the DSU.
5. DEFERRAL OF DISTRIBUTION AND/OR DIVIDEND EQUIVALENTS.
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(a) Subject to the provisions of Section 5(b) of this Agreement, the
Participant may, on or prior to December 1, 2003, elect the date as of which (i)
the Shares will be distributed in satisfaction of the DSU and (ii) the
Participant shall receive dividend equivalents in accordance with Section 3 of
this Agreement. The Participant may elect a distribution date with reference to
a specific date, a specific event, termination of service as a director of the
Company ("termination") or the Participant may elect a distribution date with
reference to the earlier or later to occur of a specific date or specific event
or termination. Subject to the provisions of Section 5(b) of this Agreement,
the Participant hereby makes the following election with respect to the
distribution of the Shares:
_x__ Distribution as of this date: January 31, 2004________________.
___ Distribution as of the following event:_______________________.
___ Distribution upon termination.
___ Distribution as of the earlier of the date or event or termination.
___ Distribution as of the later of the date or event or termination.
Subject to the provisions of Section 5(b) of this Agreement, the
Participant hereby makes the following election with respect to the receipt of
dividend equivalents:
__x_ Receive dividend equivalents as of this date:_January 31, 2004_____.
___ Receive dividend equivalents as of the following
event:_______________________.
___ Receive dividend equivalents upon termination.
___ Receive dividend equivalents as of the earlier of the date or event or
termination.
___ Receive dividend equivalents as of the later of the date or event or
termination.
Deferred dividend equivalents shall be treated as invested in additional
shares of Common Stock ("Additional Shares"). Additional Shares shall be
deferred and distributed in the same manner as Shares pursuant to the first
paragraph of this Section 5(a).
(b) Notwithstanding the Participant's election(s) under the preceding
Section 5(a), the Shares and the Additional Shares will be distributed in
satisfaction of the DSU as soon as practicable following the Participant's death
or disability, while acting as a director of the Company.
6. SHAREHOLDER RIGHTS.
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The Participant (and any Beneficiary) shall not have any rights as a
shareholder of the Company with respect to the Shares, the Additional Shares or
the DSU until the issuance of shares of Common Stock to the Participant or
Beneficiary.
7. ADJUSTMENTS FOR CAPITAL CHANGES.
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The number of Shares, Additional Shares and the DSU shall be adjusted as
the Committee determines is equitably required in the event that the Company
effects one or more stock dividends, stock split-ups, share consolidations or
other similar changes in the capitalization of the Company.
8. TAX WITHHOLDING.
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The Participant (or any Beneficiary) shall make arrangements satisfactory
to the Company for the satisfaction of any income, employment or other tax
withholding obligations arising in connection with this Agreement or the
settlement of the DSU.
9. 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.
10. NONASSIGNMENT; SUCCESSORS.
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(a) The Participant may not assign, pledge, hypothecate or transfer the
Participant's rights under this Agreement other than by will or the law of
descent and distribution. This Agreement shall be binding upon the Beneficiary
and any successor in interest to the Participant.
(b) This Agreement shall be binding upon the Company and any successor in
interest to the Company, whether such succession is by contract, assignment,
operation or law or otherwise.
* * *
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
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Date: December 1, 2003
EUCLID X. XXXXXX
/s/ Euclid X. Xxxxxx
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Date: November 26, 2003
