Exhibit 10.71
Initial Option
AMENDMENT TO
STOCK OPTION AGREEMENT UNDER 2003 PLAN
This Amendment,
dated as of August
, 2008,
between ITC Holdings Corp. (the “Company”) and the
undersigned (“Optionee”).
WHEREAS, the
Company and Optionee have entered into a stock option agreement
(the “Agreement”) to document the first option grant
made to Optionee under the Company’s 2003 Amended and
Restated Stock Purchase and Option Plan for Key
Employees;
WHEREAS, the
Compensation Committee of the Company’s Board of Directors
has authorized the Company to enter into an amendment to the
Agreement on the terms set forth herein;
WHEREAS, the
Company and Optionee desire to amend the Agreement in accordance
with Section 5.6 thereof;
NOW, THEREFORE, in
consideration of the premises and mutual agreements set forth in
the Agreement and this Amendment, the parties hereby agree as
follows:
1. A new
Section 1.9 is added to the Agreement, which shall read in its
entirety as follows:
Section 1.9.
– Retirement
“Retirement”
shall mean the termination of the Optionee’s employment, by
the Company or by Optionee, on or after Optionee’s 65
th birthday other than due to death, Permanent
Disability or termination by the Company for Cause.
2. The
preamble to Section 3.1(a) of the Agreement is amended and
restated in its entirety as follows:
(a)
So long as the Optionee continues to be employed by the Company or
any of its Subsidiaries or Affiliates, or in the event
Optionee’s employment terminates due to Retirement, the
Option shall become exercisable pursuant to the following
schedule:
3. Paragraphs
(b) and (c) of Section 3.1 of the Agreement are
amended and restated in their entirety as follows:
(b)
Notwithstanding the foregoing, the Option shall become immediately
exercisab
