Exhibit 10.64
ITC
HOLDINGS CORP.
EXECUTIVE GROUP SPECIAL BONUS
PLAN
Amended and Restated
Effective November 12, 2007
ARTICLE I
INTRODUCTION
The
Plan was established effective as of June 15, 2005 by ITC
Holdings Corp. for the purpose of providing special bonuses to
executives of ITC Holdings Corp. and its Subsidiaries and
Affiliates. Effective November 12, 2007, the Plan is amended
and restated in its entirety, to reflect: (i) that all
previously awarded bonuses that had heretofore been considered
unvested under the Plan will be considered fully vested as of such
date, (ii) that all such vested amounts will be paid to the
Participants as soon as practicable after such date, and
(iii) that any future bonus amounts as determined hereunder
after the effective date of this amended and restated Plan will be
fully vested and paid to Participants as soon as is practicable
after being awarded.
The
Plan is intended to constitute a “bonus program,” and
as such is not to be considered an “employee pension benefit
plan” under or in any manner subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended.
Further, the Plan is not intended to provide for any deferral of
compensation, as that term is defined under Internal Revenue Code
Section 409A (“Section 409A”), and
regulations issued thereunder, and as a result is not in any manner
subject to the provisions of Section 409A.
ARTICLE II
DEFINITIONS
The
following capitalized terms used in the Plan have the respective
meanings set forth in this Article II:
2.1. “ Affiliate ”
shall mean with respect to any Person, any entity directly or
indirectly controlling, controlled by or under common control with
such Person.
2.2. “ Beneficiary
” shall mean such person or legal entity as may be designated
by a Participant under Section 5.4 to receive benefits
hereunder after such Participant’s death.
2.3. “ Committee ”
shall mean the compensation committee of the board of directors of
the Company (or any successor entity thereto).
2.4. “ Common Stock
” or “ Share ” shall mean common stock of
the Company.
2.5. “ Company ”
shall mean ITC Holdings Corp., its successors and assigns.
2.6. “ Eligible Employee
” shall mean an active Employee who holds outstanding
Options.
2.7. “ Employee ”
shall mean an executive, who is currently employed by the Company,
or any Subsidiary or Affiliate.
2.8. “ Employer ”
shall mean the Company and each Subsidiary or Affiliate of the
Company designated by the Company that employs one or more Eligible
Employees who have become Participants in accordance with
Article III.
2.9. “ Option Plan
” shall mean the Amended and Restated 2003 Stock Purchase and
Option Plan of ITC Holdings and Its Subsidiaries, as from time to
time amended.
2.10. “ Options ”
shall mean those outstanding, unexercised options to purchase
Common Stock granted to any Participant under the Option
Plan.
2.11. “ Participant
” shall mean an Eligible Employee who is selected by the
Committee to participate in the Plan.
2.12 “ Person ”
shall mean a person as such term is used for purposes of Section
13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended.
2.13. “ Plan ”
shall mean this ITC Holdings Corp. Executive Group Special Bonus
Plan, as amended from time to time.
2.14. “ Plan Year
” shall mean the period beginning January 1 and ending
December 31 of each calendar year.
2.15. “ Special Bonus
Amount ” shall mean a special bonus awarded by the
Committee to the Participant, as described in
Section 4.1.
2.16. “ Subsidiary
” means any corporation in an unbroken chain of corporations
beginning with the Company if each of the corporations, or group of
commonly controlled corporations, other than the last corporation
in the unbroken chain then owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
ARTICLE III
PARTICIPATION BY ELIGIBLE EMPLOYEES
3.1 Participation .
Participation in the Plan is limited to Eligible Employees. An
Eligible Employee shall be selected to participate in the Plan as
determined by the Committee in its sole discretion. This Plan is
intended to be limited to a select group of management or highly
compensated employees of the Employers. To the extent that the
Committee determines that an employee no longer qualifies as part
of such a group, the Committee can provide that such employee is
ineligible for additional bonuses under the Plan.
3.2 Continuity of
Participation . A Participant who separates from service with
all of the Employers shall immediately cease active participation
under the Plan. Unless otherwise determined by the Committee,
however, the separation from service of a Participant with one
Employer will not interrupt the continuity of the
Participant’s active participation in the Plan if,
concurrently with such separation or as part of a coordinated
transfer from one Employer to
another,
the Participant is employed by one or more of the other
Employers.
ARTICLE IV
AWARDS OF SPECIAL BONUS AMOUNTS
4.1. Special Bonus Amounts .
For each Plan Year, the Committee, in its sole discretion, shall
determine with respect to each Participant whether such Participant
shall be awarded a Special Bonus Amount for part or all of such
Plan Year and, if so, in what amount. In determining the amount of
the Special Bonus Amount, the Committee shall among other factors
give consideration from time to
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