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Section
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ARTICLE I
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- PURPOSE
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ARTICLE II
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- DEFINITIONS
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"Account"
"Award"
"Board"
"Change of Control"
"Code"
"Committee"
"Common Stock" or "Stock"
"Comparison Group"
"Component"
"Dividend Equivalent"
"Effective Date"
"Employer"
"Exchange Act"
"Fair Market Value"
"Operational Measures"
"Participant"
"Performance Cycle"
"PeRS"
"Plan"
"Pro Rata Portion"
"Stock Unit"
"Target PeRS"
"Termination of Employment"
"Total Shareholder Return"
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2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.20
2.21
2.22
2.23
2.24
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ARTICLE III
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- DETERMINATION OF PERFORMANCE
SHARES
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Designation of PeRS and Related
Terms
Adjustment of and Changes in Stock
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3.1
3.2
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ARTICLE IV
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- PAYMENT OF GRANTS
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Performance Awards
Accounts
Payment of Account
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4.1
4.2
4.3
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ARTICLE V
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- TERMINATION OF
EMPLOYMENT
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Termination Prior to Completion
of Performance Cycle
Change of Control
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5.1
5.2
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ARTICLE VI
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- ADMINISTRATION
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Committee
Amendment and Termination
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6.1
6.2
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ARTICLE VII
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- GENERAL PROVISIONS
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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
Severability
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7.1
7.2
7.3
7.4
7.5
7.6
7.7
7.8
7.9
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ARTICLE I
PURPOSE
Effective January 1, 2005,
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. Shareholder return and customer
satisfaction are both relative to established peer
groups.
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ARTICLE II
DEFINITIONS
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2.1
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" Account " means the
bookkeeping account established for the Participant under Section
4.2.
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2.2
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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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2.3
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" Board " means the Board
of Directors of Central Vermont Public Service
Corporation.
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2.4
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" Change of Control "
shall have the same meaning as the term defined in the Change of
Control Agreement approved by the Employer's Board of Directors on
April 3, 2000.
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2.5
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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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2.6
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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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2.7
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" Common Stock " or "
Stock " means the common stock of the Employer.
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2.8
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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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2.9
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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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2.10
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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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2.11
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" Effective Date " means
January 1, 2005, the effective date of this Plan.
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2.12
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" Employer " means Central
Vermont Public Service Corporation, its subsidiaries and
affiliates, and its successor or successors.
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2.13
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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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2.14
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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 next 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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2.15
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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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2.16
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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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2.17
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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 year in the Performance
Cycle. Performance Cycles generally will begin each year, and
therefore will overlap with one another.
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2.18
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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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2.19
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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 7, 2002
as the 2002 Long-Term Incentive Plan and any subsequent replacement
plans.
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2.20
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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 which the executive was employed by the
Company in that cycle.
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2.21
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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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2.22
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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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2.23
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" Termination of
Employment " means the Participant's termination of employment
with the Employer.
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2.24
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" Total Shareholder Return
" 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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