Exhibit 10.8
GREEN MOUNTAIN POWER
CORPORATION
2005 DIRECTOR DEFERRED STOCK
UNIT AGREEMENT
THIS AGREEMENT, dated as of the
26 th day of July 2005, between GREEN
MOUNTAIN POWER CORPORATION, a Vermont corporation (the
“Company”), and Marc A. vanderHeyden (the
“Participant”), is made pursuant and subject to the
provisions of the Green Mountain Power Corporation 2004 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.
Pursuant to the Plan, the Company,
effective as of July 26, 2005 (the “Date of Grant”),
will grant 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.
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2.
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Terms and
Conditions .
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No Common Stock will be issued, no
payment will be made hereunder, and the 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.
The Stock Units subject to this
Agreement will vest on December 31, 2005.
The shares of Common Stock subject
to this
