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AMENDMENT TO
STOCK OPTION AGREEMENTS UNDER 2006 LTIP
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 one or more Stock Option
Agreements (the “Agreements”) to document option
grant(s) made to Optionee under the Company’s 2006 Long Term
Incentive Plan;
WHEREAS, the
Compensation Committee of the Company’s Board of Directors
has authorized the Company to amend the Agreements on the terms set
forth herein;
WHEREAS, the
Company and Optionee desire to amend the Agreements in accordance
with Section 5.3 thereof;
NOW, THEREFORE, in
consideration of the premises and mutual agreements set forth in
the Agreements and this Amendment, the parties hereby agree as
follows:
1. The
preamble to Section 3.1(a) of the Agreements 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 in the event Optionee’s employment
terminates due to Retirement, the Option shall become exercisable
pursuant to the following schedule:
2. Section 3.1(b)
of the Agreements is amended and restated in its entirety as
follows:
(b)
Notwithstanding the foregoing, the Option shall become immediately
exercisable as to 100% of the shares of Common Stock subject to
such Option (but only to the extent such Option has not otherwise
terminated or become exercisable) (i) if the Optionee ceases
to be employed due to Optionee’s death or Disability, or (ii)
immediately prior to a Change in Control; provided, however, that
this Section 3.1(b)(ii) is subject to the
Committee’s
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