Exhibit








Exhibit 10.179
PERFORMANCE-BASED UNIT AWARD AGREEMENT


THIS AGREEMENT (the “Agreement”) is made effective as of March 8, 2017 (the “Grant Date”) between ITC Holdings Corp., a Michigan corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”). Capitalized terms used but not otherwise defined herein shall have the same meanings as in the 2017 Omnibus Plan, as may be amended from time to time (the “Plan”).
In consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Grant of the Performance-Based Units. Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the Company hereby grants to the Participant [________] Performance-Based Units (hereinafter called the “Units”), which amount was determined in accordance with Section 4.1(a) of the Plan (the “Target Number of Units”). The number of Units that may be earned pursuant to this Award shall be 200% of the Target Number of Units plus any dividend equivalents earned in accordance with the Plan.  The foregoing award of Units (the “Award”) shall Vest and become nonforfeitable in accordance with Section 2 hereof. Participant shall be entitled to dividend equivalents with respect to the Award to the extent provided in the Plan. This Agreement and the Award shall be subject to the terms and conditions of the Plan.  In the event of any conflict between the Plan and this Agreement, the terms of the Plan shall control, it being understood that variations in this Agreement from terms set forth in the Plan shall not be considered to be in conflict if the Plan, whether explicitly or implicitly, permits such variations.  
2. Vesting and Forfeiture. 
(a) The Units (together with associated Performance-Based Units received as dividend equivalents or in accordance with Section 4.3 of the Plan) shall become Vested as follows: (i) in accordance with the provisions of Exhibit A to this Agreement and so long as the Participant continues to be an Employee through December 31, 2019 (the “Vesting Date”), to the extent one or more of the performance goals set forth in Exhibit A hereto are satisfied during the Payment Criteria Period (as defined in Exhibit A), (ii) in accordance with Section 6.2 of the Plan if Participant ceases to be an Employee before the Vesting Date due to Participant’s death, Disability, Retirement or Involuntary Termination Without Cause or (iii) in accordance with Section 6.3 of the Plan if a Change of Control occurs. 
(b) For purposes of Section 6.2(b) of the Plan, if Participant’s Service as an Employee terminates due to Retirement or an Involuntary Termination Without Cause prior to the Vesting Date, (i) one-third of the Units to which the Participant would have been entitled if the Participant had remained an Employee through the Vesting Date shall be deemed to have Vested on the Vesting Date if termination occurred on or after the one-year anniversary of the Grant Date and before the two-year anniversary, and (ii) two-thirds of the Units to which the Participant would have been entitled if the Participant had remained an Employee through the Vesting Date shall be deemed to have Vested on the Vesting Date if termination occurred on or after the two-year anniversary of the Grant Date and before the Vesting Date.
3. Participant’s Employment by the Company. Nothing contained in this Agreement (a) obligates Participant’s employer to employ the Participant in any capacity whatsoever or (b) prohibits or restricts Fortis, the Company or any Subsidiary from terminating the employment of the Participant at any time or for any reason whatsoever, with or without Cause, and the Participant hereby acknowledges and agrees that no one has made any representations or promises whatsoever to the Participant concerning the Participant’s employment or continued employment. 
4. Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Participant shall be addressed to him or her at the address stated in the Company’s books and records. By a notice given pursuant to this Section 4, either party may hereafter designate a different address for notices to be given to the party. Any notice that is required to be given to the Participant shall, if the Participant is then deceased, be given to the Participant’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 4. Any notice shall have been deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.











5. Governing Law. The laws of the State of Michigan shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.
6. Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.    
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date.
PARTICIPANT
__________________________ (signature)
__________________________ (print name)


ITC HOLDINGS CORP.
By: ______________________ 
Name: Christine Mason Soneral
Title: Senior Vice President and General Counsel


EXHIBIT A TO PERFORMANCE-BASED UNIT AGREEMENT
The “Payment Criteria Period” for the Award shall be January 1, 2017 through December 31, 2019.  The performance measures shall be (1) Fortis Total Shareholder Return during the Payment Criteria Period in comparison to the Total Shareholder Return during the Payment Criteria Period for each of the companies listed in Fortis’ Peer Group 2017 Report 1, attached hereto as Attachment 1, excluding any company that is no longer traded on the Toronto Stock Exchange or a “national securities exchange” (as defined in the U.S. Securities Exchange Act of 1934) at the end of the Payment Criteria Period (the “Peer Companies”) (the “TSR goal”) and (2) Cumulative Consolidated Net Income during the Payment Criteria Period (the “CCNI goal”).  The performance measures are independent of each other; that is, if the threshold level of one performance measure is attained, Units relating to that measure will Vest (assuming employment continues through the Vesting Date except as provided in Article VI of the Plan) even if the threshold level of the other performance measure is not attained.  One-half of the Target Number of Units shall be related to the TSR goal (the “TSR Target Units”) and one-half of the Target Number of Units shall be related to the CCNI goal (the “CCNI Target Units”).  
TSR Goal
The Total Shareholder Return of Fortis and the Peer Companies shall be computed in U.S. dollars as follows:
A:  Calculate the Market Price as of the first day of the Payment Criteria Period (if necessary, converted into U.S. dollars based on the Award Conversion Rate)
B:  Calculate the Market Price as of the last day of the Payment Criteria Period (if necessary, converted into U.S. dollars based on the Award Conversion Rate)
C:  Calculate the total dividends paid per share of its common stock (or equivalent security) during the Payment Criteria Period (if necessary, converted into U.S. dollars based on the Award Conversion Rate)
Total Shareholder Return = ((B - A) + C)/A











	
			
	Fortis Total Shareholder Return relative to the Peer Companies
	 

	Achievement
	Payout %
	 

	30th Percentile
	50%
	Threshold

	50th Percentile
	100%
	Target

	85th Percentile
	200%
	Maximum




Prorate between levels based on performance
CCNI Goal 
Consolidated Net Income for the Company for each calendar year in the Payment Criteria Period shall be equal to net income as set forth in the Company’s audited consolidated financial statements contained in its annual report on Form 10-K for such year, as adjusted for extraordinary items such as those in Attachment 2 and changes in Return on Equity, in each case in the Committee’s discretion.  Cumulative Consolidated Net Income for the Company during the Payment Criteria Period shall be the sum of the Consolidated Net Income for each of the three years in the Payment Criteria Period.
	
				
	Cumulative Consolidated Net Income

	 
	Achievement
	Payout %
	Amounts $

	Threshold
	99% of Target
	50%
	$1,055.4M

	Target
	100% of Target
	100%
	$1,066.0M

	 
	101% of Target
	150%
	$1,076.6M

	Maximum
	102% of Target
	200%
	$1,087.3M




Prorate between levels based on performance











	
											
	Peer Group 2017 Report 1
	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Company Name
	Ticker
	Electric Customers 2016Q3 (actual)
	Natural Gas Distribution Customers 2016Q3 (actual)
	Market
Capitalization
(C$M)
	Total Revenue
Last 12 months
2016 Q3 
(C$000)
	Total Assets 2016Q3 
(C$000)
	Debt/Book Capitalization 2016Q3 (%)
	Dividend Yield (%)
	Total Return One
Year (%)

	1 Ameren Corp.
	AEE
	2,400,000
	900,000
	16,911
	8,088,690
	31,712,076
	

	51.04
	3.36
	26.20

	2 CMS Energy Corp.
	CMS
	1,800,000
	0
	15,491
	8,376,341
	27,386,388
	

	69.76
	2.97
	20.82

	3 CenterPoint Energy Inc.
	CNP
	2,389,014
	3,394,400
	14,202
	9,839,781
	27,969,804
	

	71.12
	4.15
	42.55

	4 SCANA Corp.
	SCG
	707,000
	889,000
	13,920
	5,589,972
	24,238,044
	

	56.49
	3.14
	24.79

	5 Emera Inc.
	EMA
	1,578,000
	888,000
	9,572
	3,915,800
	27,954,000
	

	71.14
	4.58
	11.05

	6 Pinnacle West Capital Corp.
	PNW
	1,191,050
	0
	11,502
	4,685,197
	20,768,724
	

	46.16
	3.37
	25.65

	7 Alliant Energy
	LNT
	950,000
	410,000
	11,539
	4,428,763
	17,120,369
	

	51.84
	3.08
	26.67

	8 NiSource Inc.
	NI
	463,656
	3,376,607
	9,591
	5,696,283
	23,740,301
	

	67.00
	2.95
	17.79

	9 Canadian Utilities Ltd.
	CU
	224,000
	1,825,000
	9,724
	3,318,000
	18,602,000
	

	57.56
	3.58
	17.74

	10 DTE Energy Co.
	DTE
	2,200,000
	1,200,000
	23,484
	13,760,848
	38,713,068
	

	51.98
	3.35
	28.56

	11 Entergy Corp.
	ETR
	2,874,204
	0
	17,442
	14,570,626
	62,727,970
	

	59.40
	4.75
	11.84

	12 UGI Corp.
	UGI
	62,000
	626,000
	10,643
	7,566,279
	14,253,221
	

	53.16
	2.05
	39.77

	13 Eversource Energy
	ES
	3,100,000
	512,000
	23,278
	10,058,245
	40,842,191
	

	48.94
	3.22
	12.25

	14 Atmos Energy Corp.
	ATO
	0
	3,185,509
	10,472
	4,438,514
	13,154,308
	

	48.56
	2.40
	23.06

	15 WEC Energy Group
	WEC
	1,600,000
	2,800,000
	24,725
	10,050,946
	38,688,759
	

	52.77
	3.53
	18.77

	16 FirstEnergy Corp.
	FE
	6,000,000
	0
	17,543
	19,661,005
	68,276,754
	

	66.39
	4.65
	2.63

	17 OGE Energy Corp.
	OGE
	832,234
	0
	8,998
	3,076,804
	12,856,176
	

	45.21
	3.57
	33.06

	18 Great Plains Energy Inc.
	GXP
	853,000
	0
	7,909
	3,548,711
	14,512,736
	

	52.86
	3.98
	5.95

	19 Xcel Energy Inc.
	XEL
	3,450,000
	2,025,000
	27,545
	14,676,493
	52,986,722
	

	56.85
	3.33
	18.12

	20 Public Svc Enterprise Group
	PEG
	2,200,000
	1,800,000
	29,377
	12,569,151
	51,887,232
	

	44.83
	3.75
	17.24

	21 PPL Corp.
	PPL
	10,150,000
	321,000
	30,802
	10,334,223
	49,981,932
	

	65.75
	4.46
	5.65

	22 Consolidated Edison Inc.
	ED
	3,700,000
	1,200,000
	29,793
	16,252,938
	62,173,224
	

	50.72
	3.64
	18.50

	23 Edison International
	EIX
	5,055,924
	0
	31,335
	15,218,986
	67,745,898
	

	46.24
	3.00
	26.11

	24 Sempra Energy
	SRE
	1,432,000
	6,799,000
	33,900
	14,647,661
	59,821,164
	

	56.73
	2.96
	12.63

	25 Hydro One Ltd
	-
	1,300,000
	0
	14,070
	6,460,000
	24,788,000
	

	51.54
	3.55
	10.14

	Minimum
	 
	62,000
	0
	7,909
	3,076,804
	12,856,176
	

	44.83
	2.05
	2.63

	Median
	 
	1,700,000
	889,000
	15,491
	8,376,341
	27,969,804
	

	52.86
	3.37
	18.50

	Average
	 
	2,354,670
	1,397,892
	18,151
	9,233,210
	35,716,042
	

	55.76
	3.49
	19.90

	Maximum
	 
	10,150,000
	6,799,000
	33,900
	19,661,005
	68,276,754
	

	71.14
	4.75
	42.55

	Fortis Inc.
	FTS
	1,976,000
	1,218,000
	16,465.1
	8,122,000 2
	468,340,001
	

	58.001
	3.89
	15.24

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	1 FTS total assets are at the date of the Business Acquisition Report filed November 2016

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	2 FTS revenue for last 12 months as at the date of the Business Acquisition Report was 6,487,000. The value in the table is the pro forma revenue including revenue from ITC

















	
			
	Carve-Outs
	CNI / CCNI
	CFAD

	Corporate allocated costs related to parent holding company operations - currently excluded from metric 
	X
	X

	LTIP Expense - currently excluded from metric 
	X
	X

	Asset Impairments 
	X
	 

	Gains or losses associated with debt extinguishment - as approved in the Annual Financing Plan 
	X
	X

	Amounts recognized related to any changes in ROE assumptions, including the impacts of the change in the ROE, deferred tax asset assumption impacts, ROE refund interest impacts and additional interest expense at Holdco 
	X
	X

	Amounts recognized for actual or probable rate refunds as a result of Section 205 or 206, or any other regulatory proceedings at FERC (including the secondary and prospective effects of any items requiring refunds when not included in establishing the targets - e.g., additional interest expense at Holdco 
	X
	X

	Changes in tax laws 
	X
	X

	Changes in accounting standards
	X
	 

	Expenses related to merger and acquisition activity, for transactions for which a binding agreement has been executed, and corporate restructuring, for transactions that have received Board authorization to enact corporate change 
	X
	X

	Expenses recognized for actual or probable payment of development fees, as may be required pursuant to the Membership Interest Purchase Agreement at ITC Lake Erie Holdings LLC dated June 4, 2014 or future development initiatives
	X
	X

	Changes in after-tax Holdings interest expense as a result of changes in the Dividend Policy / Dividend Level versus the Business Plan and as agreed upon by Fortis and GIC 
	X
	X

	After-tax financing expenses associated with development projects, e.g., ITC Holdings requirement to finance equity requirements for Lake Erie or other development projects 
	X
	X