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AMENDMENT TO
RESTRICTED STOCK AGREEMENT UNDER 2003 PLAN
This Amendment,
dated as of August ___, 2008, between ITC Holdings Corp. (the
“Company”) and the undersigned
(“Grantee”).
WHEREAS, the
Company and Grantee have entered into a restricted stock agreement
(the “Stock Agreement”) to document a restricted stock
grant made to Grantee 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 Stock
Agreement on the terms set forth herein;
WHEREAS, the
Company and Grantee desire to amend the Stock Agreement in the
manner set forth herein;
NOW, THEREFORE, in
consideration of the premises and mutual agreements set forth in
the Stock Agreement and this Amendment, the parties hereby agree as
follows:
1. Paragraph
(a) of Section 2 is modified by amending and restating
clause (ii) thereof in its entirety as follows:
(ii) the
date the Employee’s employment is terminated (x) without
Cause by the Company or any of its Subsidiaries or (y) by the
Employee for Good Reason or as a result of death or Permanent
Disability, and
and is further
modified by adding the following sentence to the end of paragraph
(a) immediately after clause (iii):
The Committee
has irrevocably determined not to, and shall not (and shall not
permit the Board to), exercise any right it may have under the Plan
to determine that the Restricted Stock does not i
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