Exhibit 99.1
CHITTENDEN
CORPORATION
STOCK INCENTIVE
PLAN
PERFORMANCE SHARE AWARD
AGREEMENT
Name of Participant: [Insert
Name]
Date of Award: [Insert Date]
Number of Performance Shares Awarded: [Insert
Number]
Performance Cycle: [Insert Cycle
Dates]
1. General . Pursuant to and
in accordance with the Chittenden Corporation Stock Incentive Plan
(the “Stock Incentive Plan”) and the Chittenden
Corporation Performance Share Program adopted in connection with
the Stock Incentive Plan (collectively, the “Program”),
this Performance Share Award Agreement evidences the issuance to
you by Chittenden Corporation (the “Company”),
effective as of the date set forth above, of the target number of
Performance Shares set forth above. The Performance Shares are
subject to the terms, conditions and provisions of the Program,
which are incorporated herein by reference. Capitalized terms used
but not defined herein shall have the meanings given to such terms
in the Program.
2. Payment of Performance
Shares . The Performance Shares shall be paid to you in an
equivalent number of shares of Common Stock (as adjusted pursuant
to the Program) if, and only if, the Performance Goals specified on
Exhibit A hereto are achieved during the Performance Cycle
specified above, in accordance with the terms of the
Program.
3. Tax Withholding . The
Participant shall, not later than the date as of which the receipt
of this Award becom
