EX-10.71






Exhibit 10.71

Initial Option




AMENDMENT TO

STOCK OPTION AGREEMENT UNDER 2003 PLAN




     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 a stock option agreement (the “Agreement”)
to document the first option grant made to Optionee 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 Agreement on the terms set forth herein;



     WHEREAS, the Company and Optionee desire to amend the Agreement in accordance with Section 5.6
thereof;



     NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the
Agreement and this Amendment, the parties hereby agree as follows:



     1. A new Section 1.9 is added to the Agreement, which shall read in its entirety as follows:



          Section 1.9. – Retirement





               “Retirement” shall mean the termination of the Optionee’s
employment, by the Company or by Optionee, on or after Optionee’s
65th birthday other than due to death, Permanent
Disability or termination by the Company for Cause.



     2. The preamble to Section 3.1(a) of the Agreement 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 Affiliates, or in the event
Optionee’s employment terminates due to Retirement, the Option shall
become exercisable pursuant to the following schedule:



     3. Paragraphs (b) and (c) of Section 3.1 of the Agreement are amended and restated in their
entirety as follows:




               (b) Notwithstanding the foregoing, the Option shall become
immediately exercisable as to 100% of the shares of Common Stock
subject to the Option (i) upon termination or employment due to
death or Permanent Disability, or (ii) immediately prior to a Change
of Ownership (but only to the extent such Option has not otherwise
terminated or become



 









 







exercisable). 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, including without limitation under such
Section 9, to determine that the Option cannot be exercised after
the occurrence of any of the events described in the first sentence
of such Section 9 or that the vesting of the Option does not
accelerate immediately prior to a Change of Ownership.




               (c) Notwithstanding the foregoing, the Option shall not become
exercisable as to any additional shares of Common Stock (which does
not otherwise become exercisable in accordance with Section 3.1(a)
or (b) above) following the termination of employment of the
Optionee for any reason other than Retirement, and any Option that
is unexercisable as of the Optionee’s termination of employment,
other than termination by reason of Retirement, shall be immediately
cancelled without payment therefor. For the avoidance of doubt, if
Optionee’s employment terminates due to Retirement, the Option shall
continue to vest as if Optionee continued to be employed by the
Company.



     4. Paragraph (f) of Section 3.2 of the Agreement is deleted in its entirety and paragraphs
(c), (d) and (e) of Section 3.2 of the Agreement are amended and restated in their entirety as
follows:




               (c) Immediately upon the date of the Optionee’s termination of
employment, other than due to Retirement, by the Company or its
Subsidiaries or Affiliates for Cause or by the Optionee without Good
Reason; or




               (d) Ninety (90) days after the date of an Optionee’s
termination of employment by the Company or any of its Subsidiaries
or Affiliates without Cause prior to Optionee’s 65th
birthday (for any reason other than as set forth in Section 3.2(b))
or by the Optionee for Good Reason and not due to Retirement (in
either case unless earlier terminated as provided in Section 3.2(e)
below); or




               (e) The date the Option is terminated pursuant Section 5 or 6
of the Management Stockholder’s Agreement.



     5. The term “Agreement” as used in the Agreement shall be deemed to refer to the Agreement as
amended through the date hereof, including without limitation this Amendment.



     6. This Amendment may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as
of the day and year first above written.



ITC HOLDINGS CORP.




	 	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






	 	 	 
	 

(signature)

	 	 
	 
	 	 
	 

(print Optionee name)

	 	 







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