SIXTH AMENDED & RESTATED BYLAWS OF ITC HOLDINGS CORP.Merger Agreement • October 14th, 2016 • ITC Holdings Corp. • Electric services
Reference is made to the Agreement and Plan of Merger (as assigned, the “Merger Agreement”) dated February 9, 2016 by and among FortisUS Inc. (“FortisUS”), a Delaware corporation, Fortis Inc., a corporation organized under the laws of Newfoundland and Labrador, Element Acquisition Sub Inc. (the “Merger Sub” and, until the Merger referenced below, the “Corporation”), a Michigan corporation, and ITC Holdings Corp. (“ITC”), a Michigan corporation, as assigned by that certain Assignment and Assumption Agreement, dated as of April 20, 2016, by and between FortisUS and ITC Investment Holdings Inc., a Michigan corporation, and pursuant to which Merger Sub will merge with and into ITC (the “Merger”). Upon the effectiveness of the Merger, the separate corporate existence of Merger Sub will cease and ITC will be the surviving corporation in the Merger. In accordance with the Merger Agreement, these bylaws (these “Bylaws”) thereupon will become the Bylaws of ITC, as the surviving corporation, whi
Letter AgreementPersonal and Confidential • October 14th, 2016 • ITC Holdings Corp. • Electric services
Reference is made to the Agreement and Plan of Merger (as amended or modified from time to time, the “Merger Agreement”), dated as of February 9, 2016, by and among FortisUS Inc., Element Acquisition Sub Inc., Fortis Inc., and ITC Holdings Corp. (the “Company”) and your employment agreement, dated as of October 27, 2014, by and between you and the Company (the “Employment Agreement”). Unless specified herein, capitalized terms not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
EXECUTION VERSIONLetter Agreement • October 14th, 2016 • ITC Holdings Corp. • Electric services
This letter agreement (this “Agreement”) is to confirm our understanding regarding your upcoming retirement as Chief Executive Officer of ITC Holdings Corp. (the “Company”). The Company looks forward to a mutually beneficial and smooth transition, and to that end, this Agreement sets forth the terms of your transition, provides you certain benefits and supersedes the Employment Agreement with the Company, dated December 21, 2012, as amended by the Letter Agreement between you and the Company, dated February 8, 2016 (the “Employment Agreement”) in its entirety.
