EXHIBIT A 10.18
CENTRAL VERMONT PUBLIC SERVICE
CORPORATION
PERFORMANCE SHARE INCENTIVE
PLAN
2009
Execution Copy
May, 2009
CENTRAL VERMONT PUBLIC SERVICE
CORPORATION
PERFORMANCE SHARE INCENTIVE
PLAN
TABLE OF CONTENTS
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"Common Stock"
or "Stock"
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"PeRS"
"Plan"
"Pro Rata
Portion"
"Stock Unit
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"Termination of
Employment"
"Total
Shareholder Return"
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- DETERMINATION
OF PERFORMANCE SHARES
Designation of
PeRS and Related Terms
Adjustment of
and Changes in Stock
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- TERMINATION
OF EMPLOYMENT
Termination
Prior to Completion of Performance Cycle
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Amendment and
Termination
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Payments to
Minors and Incompetents
No
Contract
Use of
Masculine and Feminine; Singular and Plural
Non-Alienation
of Benefits
Income Tax
Withholding
Continuation of
Plan
Governing
Law
Captions
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PURPOSE
Effective
January 1, 2009, Central Vermont Public Service Corporation (the
"Employer") has established The Central Vermont Public Service
Corporation Performance Share Plan (the "Plan") in order to
strengthen the ability of the Employer to attract and retain
talented executives and to promote the long-term growth and
profitability of the Employer by linking a significant element of
executives’ compensation opportunity to the performance of
the Employer in meeting key operational and shareholder return
goals over an extended period of time.
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DEFINITIONS
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"
Account " means the bookkeeping account established for the
Participant under Section 4.2.
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" Award
" means any payment or settlement in respect of a grant of Common
Stock or cash or any combination thereof in accordance with Section
4.1.
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" Board
" means the Board of Directors of Central Vermont Public Service
Corporation.
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" Change in
Control " shall have the same meaning as the term defined in
the standard form Change in Control Agreement approved by the
Employer’s Board of Directors and awarded from time to
time.
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" Code "
means the Internal Revenue Code of 1986, as amended from time to
time, and pertinent regulations issued thereunder. Reference to any
section of the Code shall include any successor provision
thereto.
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"
Committee " means the Compensation Committee appointed by
the Board to administer this Plan. The Committee shall be comprised
of at least 3 members who qualify as "non-employee directors"
within the meaning of Rule 16B-3 promulgated under the Exchange
Act.
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" Common
Stock " or " Stock " means the common stock of the
Employer.
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" Comparison
Group " means the peer group of companies designated by the
Committee as the Comparison Group relative to a given Performance
Cycle, as described in Section 3.1(c)
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"
Component " means the part of the plan related to specific
measures. Starting in 2005, there are two plan
components – one related to relative Total Shareholder Return
performance and the second related to meeting key Operational
Measure performance.
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" Dividend
Equivalent " means credits in respect of each PeRS (as defined
in section 2.18) or other Stock Unit representing an amount equal
to the dividends or distributions declared and paid on a share of
Common Stock.
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" Effective
Date " means January 1, 2009, the effective date of this
Plan.
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"
Employer " means Central Vermont Public Service Corporation,
its subsidiaries and affiliates, and its successor or
successors.
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" Exchange
Act " means the Securities Exchange Act of 1934, as amended and
in effect from time to time, including all rules and regulations
promulgated thereunder.
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" Fair
Market Value " means the average of the high and low quoted
selling price for a share of Common Stock of the Company on the
applicable date as quoted on the New York Stock Exchange ("NYSE")
in the Eastern Edition of the Wall Street Journal or in a similarly
readily available public source on such date. If such
date shall not be a business day, then the preceding day which
shall be a business day, or if no sale takes place, then the
average of the bid and asked prices on such date.
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"
Operational Measures " means the specific measures of
operational performance chosen for a three-year performance cycle.
(See Exhibit B.)
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"
Participant " means an executive officer of the Employer who
is selected by the Board to participate in this Plan.
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"
Performance Cycle " means the period over which PeRS
designated in respect of the Performance Cycle potentially may be
earned. Performance Cycles will be three year periods extending
from January 1 of the initial year through December 31 of the
third
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year in the
Performance Cycle. Performance Cycles generally will begin each
year, and therefore will overlap with one another.
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" PeRS "
means Stock Units which are potentially earnable by a Participant
hereunder upon achievement of specific levels of performance for
the two plan components as shown in Exhibit A and B. The
term is an acronym for "performance-based restricted Stock
Units".
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" Plan "
means the Central Vermont Public Service Corporation Performance
Share Incentive Plan, as set forth herein, as may be amended from
time to time. Shares for this plan were approved by shareholders on
May 6, 2008 as the Omnibus Stock Plan (Amended and Restated 2002
Long-Term Incentive Plan) and any subsequent replacement
plans.
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" Pro Rata
Portion " means a portion of shares which is determined by
multiplying a predetermined number of PeRS by the ratio of months
in a thirty-six month performance cycle within which the executive
was an employee of the Company and a Participant with respect to
that cycle.
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" Stock
Unit " is a bookkeeping unit which represents a right to
receive one share of Common Stock upon settlement, together with a
right to accrual of additional Stock Units as a result of Dividend
Equivalents, subject to the terms and conditions of this Plan.
Stock Units are arbitrary accounting measures created and used
solely for purposes of this Plan, and do not represent ownership
rights in the Employer, shares of Common Stock, or any asset of the
Employer.
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" Target
PeRS " means a number of PeRS designated as a target number
that may be earned by a Participant in respect to a given
Performance Cycle plus the number of PeRS resulting directly or
indirectly from Dividend Equivalents on the originally designated
number of Target PeRS.
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"
Termination of Employment " means the Participant’s
termination of employment with the Employer.
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" Total
Shareholder Return " (TSR) means the amount, expressed as a
percentage, of market price appreciation or depreciation of a share
of common stock plus dividends on a share of Common Stock or on the
common stock of a company in the Comparison Group (in both cases
excluding extraordinary dividends), assuming dividend reinvestment
at the dividend payment date, for the specified 3-year
period.
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DETERMINATION OF PERFORMANCE
SHARES
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Designation of PeRS and Related Terms
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Designation
of PeRS . Not later than
90 days after the beginning of a Performance Cycle, the Committee
shall: (i) select employees to participate in the Performance
Cycle; (ii) designate, for each such employee Participant, the
Target PeRS number such Participant shall have the opportunity to
earn in such Performance Cycle related to TSR performance component
of the plan; (iii) designate, for each such employee
Participant, the Target PeRS number such Participant shall have the
opportunity to earn in such Performance cycle related to
Operational Measure performance; (iv) specify the duration of the
Performance Cycle; (v) specify a table (Exhibit A), grid or formula
that sets forth the amount of PeRS that will be earned in the first
component of the Plan corresponding to the percentile rank of the
Company’s average TSR for the three years ending on the last
day of the Performance Cycle as compared to the unweighted average
TSR of the Comparison Group for the three years ending on the last
day of the Performance Cycle; and (vi) specify a table (Exhibit B)
grid or formula that sets forth the amount of PeRS that will be
earned corresponding to the Company’s performance based on
the key operational measure component of the plan. The Committee
may, in its discretion, reduce or eliminate the amount of payment
with respect to an Award of PeRS to a Participant, notwithstanding
the achievement of a specified performance condition.
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New
Participants . The provisi
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