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EXHIBIT 10.D.86
GREEN MOUNTAIN POWER CORPORATION
2004 STOCK INCENTIVE PLAN
SECTION 1. PURPOSE.
The purpose of the Plan is to promote the interests of the
Company and its
shareholders by aiding the Company in attracting and retaining employees,
officers, consultants, independent contractors and non-employee Directors
capable of contributing to the future success of the Company, to
offer such
persons incentives to put forth maximum
efforts for the success of the Company's
business and to afford such persons an opportunity to acquire
a proprietary
interest in the Company.
SECTION 2. DEFINITIONS.
As used in the Plan, the following terms shall have the
meanings set forth
below:
(a) "Affiliate"
shall mean (i) any entity that, directly or indirectly
through one or more intermediaries, is controlled
by the Company and (ii) any
entity in which the Company has a
significant equity interest, in each case as
determined by the Committee.
(b) "Award"
shall mean any Option, Stock Appreciation Right,
Restricted
Stock, Restricted Stock Unit, Performance Award, Other Stock Grant or
Other
Stock-Based Award granted under the Plan.
(c) "Award
Agreement"
shall mean any written agreement,
contract or other
instrument or document evidencing any Award granted under the Plan.
(d) "Board"
shall mean the Board of Directors of the Company.
(e) "Code"
shall mean the Internal Revenue Code of 1986, as
amended from
time to time, and any regulations promulgated thereunder.
(f) "Committee"
shall mean a committee
of Directors designated by the Board
to administer the Plan. The Committee shall be comprised
of not less than such
number of Directors as shall be required to
permit Awards granted under the Plan
to qualify under Rule 16b-3, and each member of the Committee shall be a
"non-employee director" within the meaning of Rule 16b-3 and an "outside
director" within the meaning of Section
162(m) of the Code.
The Company expects
to administer the Plan to the extent feasible in accordance with the
requirements for the award of "qualified
performance-based compensation" within
the meaning of Section 162(m) of the Code.
(g) "Company"
shall mean Green Mountain Power Corporation, a Vermont
corporation, and any successor corporation.
(h) "Director" shall mean a member of the Board.
(i) "Eligible
Person" shall mean any employee, officer, consultant,
independent contractor or Director providing services to the Company or any
Affiliate whom the Committee determines to be an Eligible Person.
(j) "Exchange
Act" shall mean the Securities Exchange Act of 1934, as
amended.
(k) "Fair Market
Value" shall mean, with respect to any property (including,
without limitation, any Shares or other securities), the
fair market value of
such property determined by such methods or
procedures as shall be established
from time to time by the Committee. Notwithstanding the foregoing,
unless
otherwise determined by the Committee, the Fair Market
Value of Shares as of a
given date shall be, if the Shares are then quoted on the New York
Stock
Exchange, the average of the high and low sales price as
reported on the New
York Stock Exchange on such date or, if
the New York Stock Exchange is not open
for trading on such date or if the Shares are not
traded on such date, on the
most recent preceding date when it is open
for trading or the Shares are traded;
provided, however, that the Committee may
in its discretion designate the actual
sales price as Fair Market Value in the
case of disposition of Shares under the
Plan.
(l) "Incentive Stock
Option" shall mean an option granted under Section 6(a)
of the Plan that is intended to meet the
requirements of Section 422 of the Code
or any successor provision.
(m) "Non
Qualified Stock
Option" shall mean an option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option.
(n) "Option"
shall mean an Incentive Stock Option or
a Non-Qualified Stock
Option, and shall include Reload Options.
(o) "Other
Stock Grant" shall mean any right
granted under Section 6(e) of
the Plan.
(p) "Other
Stock-Based
Award" shall mean any right granted under
Section
6(f) of the Plan.
(q) "Participant"
shall mean an Eligible
Person designated to be granted an
Award under the Plan. A Participant shall cease to be
such under the Plan after
all Awards granted to him or her are no longer exercisable or
outstanding.
(r) "Performance
Award" shall mean any right granted under
Section 6(d) of
the Plan.
(s) "Performance
Criteria" shall mean
objectives stated with respect to (i)
shareholder value based on Fair Market
Value, dividends or Fair Market Value and
dividends, (ii) comparative performance against companies in the Dow Jones
Electric Utility Industry Group index, the companies in the
S&P 500 Electric
Utility Industry Index or similar benchmark selected by the
Committee, (iii)
earnings per share or earnings per share growth, (iv) return on
equity, (v)
economic value added, (vi) cash flow, (vii) return on capital or (viii)
improvements in customer service performance, including, reliability, call
response time, customer satisfaction, billing, or cost comparisons to other
electric utilities.
(t) "Person"
shall mean any individual, corporation, partnership,
association or trust.
(u) "Plan"
shall mean the Green Mountain Power Corporation 2004 Stock
Incentive Plan, as amended from time to time, the
provisions of which are set
forth herein.
(v) "Reload
Option" shall mean any
Option granted under Section 6(a)(iv) of
the Plan.
(w) "Restricted
Stock" shall mean any Shares granted
under Section 6(c) of
the Plan.
(x) "Restricted
Stock Unit" shall mean any unit granted
under Section 6(c)
of the Plan evidencing the right to
receive a Share (or a cash payment equal to
the Fair Market Value of a Share) at some future date.
(y) "Rule
16b-3" shall mean Rule 16b-3 promulgated by the
Securities and
Exchange Commission under the Exchange Act
or any successor rule or regulation.
(z) "Shares"
shall mean shares of Common Stock, $3.33 1/3 par value
per
share, of the Company or such other
securities or property as may become subject
to Awards pursuant to an adjustment made under Section 4(c) of the Plan.
(aa) "Stock
Appreciation
Right" shall mean any
right granted under Section
6(b) of the Plan.
SECTION 3.
ADMINISTRATION.
(a) Power and Authority of the
Committee. The Plan
shall be administered by
the Committee. Subject to the express provisions
of the Plan and to applicable
law, the Committee shall have full power
and authority to: (i) designate those
Eligible Persons who are to be
Participants; (ii) determine the type or types of
Awards to be granted to each Participant under the
Plan; (iii) determine the
number of Shares to be covered by (or
with respect to which payments, rights or
other matters are to be calculated in connection with) each Award; (iv)
determine the terms and conditions of any Award or
Award Agreement; (v) amend
the terms and conditions of any Award or Award Agreement and
accelerate the
exercisability of Options or the lapse of restrictions
relating to Restricted
Stock, Restricted Stock Units or other Awards; (vi)
determine whether, to what
extent and under what circumstances Awards may be
exercised in cash, Shares,
other securities, other Awards or other property, or canceled,
forfeited or
suspended; (vii) determine whether, to what
extent and under what circumstances
cash, Shares, promissory notes, other
securities, other Awards, other property
and other amounts payable with respect to an Award under the Plan shall
be
deferred either automatically or at the election of the holder
thereof or the
Committee; (viii) interpret and administer the Plan and any instrument or
agreement, including an Award Agreement, relating to
the Plan; (ix) establish,
amend, suspend or waive such rules and
regulations and appoint such agents as it
shall deem appropriate for the proper
administration of the Plan; and (x) make
any other determination and take any other action that the Committee
deems
necessary or desirable for the administration of the Plan.
Unless otherwise
expressly provided in the Plan, all designations, determina-tions,
interpretations and other decisions under or with respect to the Plan
or any
Award shall be within the sole discretion of
the Committee, may be made at any
time and shall be final, conclusive and
binding upon any Participant, any holder
or beneficiary of any Award and any employee of the
Company or any Affiliate.
(b) Delegation.
The Committee may delegate its powers
and duties under the
Plan to one or more Directors or a committee of Directors,
subject to such
terms, conditions and limitations as the Committee may establish in
its sole
discretion.
(c) Power and
Authority of the Board of Directors. Notwithstanding anything
to the contrary contained herein, the Board may,
at any time and from time to
time, without any further action of the Committee, exercise the powers
and
duties of the Committee under the Plan.
SECTION 4. SHARES
AVAILABLE FOR AWARDS.
(a) Shares
Available.
Subject to adjustment
as provided in Section 4(c) of
the Plan, the aggregate number of Shares that may be
issued under all Awards
under the Plan shall be 350,000. Shares to be issued under the Plan
may be
either authorized but unissued Shares or Shares
acquired in the open market or
otherwise. Any Shares that are used by a
Participant as full or partial payment
to the Company of the purchase price
relating to an Award, or in connection with
the satisfaction of tax obligations relating to an Award, shall again be
available for granting Awards (other than
Options) under the Plan. In addition,
if any Shares covered by an Award or to
which an Award relates are not purchased
or are forfeited, or if an Award otherwise
terminates without delivery of any
Shares, then the number of Shares counted
against the aggregate number of Shares
available under the Plan with respect to such
Award, to the extent of any such
forfeiture or termination, shall again be available for
granting Awards under
the Plan.
(b) Accounting
for Awards. For purposes of this Section 4, if an Award
entitles the holder thereof to receive or
purchase Shares, the number of Shares
covered by such Award or to which such Award relates
shall be counted on the
date of grant of such Award against the
aggregate number of Shares available for
granting Awards under the Plan.
(c) Adjustments.
In the event that the Committee shall
determine that any
dividend or other distribution (whether in the form of cash, Shares,
other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up,
spin-off, combination,
repurchase or exchange of Shares or other
securities of the Company, issuance of
warrants or other nights to purchase Shares or
other securities of the Company
or other similar corporate
transaction or event affects the Shares such that an
adjustment is determined by the Committee to
be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits
intended to be
made available under the Plan, then the Committee
shall, in such manner as it
may deem equitable, adjust any or all of
(i) the number and type of Shares (or
other securities or other property) that thereafter
may be made the subject of
Awards, (ii) the terms and conditions and the number and type
of Shares (or
other securities or other property)
subject to outstanding Awards and (iii) the
purchase or exercise price with respect to any Award;
provided, however, that
the number of Shares covered by any Award or
to which such Award relates shall
always be a whole number.
(d) Award
Limitations Under the Plan. No Eligible Person may be granted
any
Award or Awards under the Plan, the value of which Award or
Awards is based
solely on an increase in the value of the
Shares after the date of grant of such
Award or Awards, for more than 100,000
Shares (subject to adjustment as provided
for in Section 4(c) of the Plan), in the aggregate in
any calendar year.
No
Eligible Person may be granted any Award or
Awards under the Plan, the value of
which Award or Awards is not based solely on an increase
in the value of the
Shares after the date of grant of such Award or Awards,
for more than 30,000
Shares (subject to adjustment as provided for in
Section 4(c) of the Plan), in
the aggregate in any calendar year. The foregoing annual limitation
specifically includes the grant of any Award or Awards
representing "qualified
performance-based compensation" within the meaning of Section 162(m) of the
Code. The foregoing annual limitations specifically include
the grant of any
Award or Awards representing "qualified
performance-based compensation" within
the meaning of Section 162(m) of the Code.
SECTION 5. ELIGIBILITY.
Any Eligible Person shall be eligible to be
designated a Participant. An
Incentive Stock Option may only be granted
to full or part-time employees (which
term as used herein includes, without
limitation, officers and Directors who are
also employees), and an Incentive Stock Option shall not be granted to an
employee of an Affiliate unless such Affiliate is also a "subsidiary
corporation" of the Company within the meaning
of Section 424(f) of the Code or
any successor provision.
SECTION 6. AWARDS.
(a) Options.
The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and
with such additional
terms and conditions not inconsistent with the provisions
of the Plan as the
Committee shall determine:
(i) Exercise
Price. The purchase price per Share purchasable under an
Option shall be determined by the Committee; provided, however, that such
purchase price shall not be less than 100% of the
Fair Market Value of a Share
on the date of grant of such Option.
(ii) Option
Term. The term of each Option shall be fixed
by the Committee
but no Option shall be exercisable more than ten years
after the grant date.
(iii) Time
and Method of Exercise. The Committee shall determine the
time
or times at which an Option may be
exercised in whole or in part and the method
or methods by which, and the form or forms
(including, without limitation, cash,
Shares, promissory notes, other securities, other
Awards or other property, or
any combination thereof, having a Fair Market
Value on the exercise date equal
to the relevant exercise price) in which, payment of the
exercise price with
respect thereto may be made or deemed to have been made.
(iv) Reload
Options. The Committee is hereby authorized to grant
Reload
Options, separately or together with
another Option, pursuant to which, subject
to the terms and conditions established
by the Committee, the Participant will
be granted a new Option (the Reload
Option) when payment of all or a portion of
the exercise price of a previously granted option is
made by the delivery of
Shares owned by the Participant, and/or
when Shares are tendered or withheld as
payment of all or a portion of the amount
to be withheld under applicable income
tax laws in connection with the exercise of
an option. The Reload
Option will
be an Option to purchase that number
of Shares not exceeding the sum of (A) the
number of Shares used for payment of the exercise price of the
previously
granted option to which such Reload Option
relates and (B) the number of Shares
tendered or withheld as payment of the amount to be
withheld under applicable
tax laws in connection with the exercise of the option to
which such Reload
Option relates. Reload
