itc20191231ex10201






                            ITC HOLDINGS CORP.                                                                    EXECUTIVE OMNIBUS PLAN                                                                                                                  PREAMBLE AND DEFINITIONS               Title               The plan herein,  as  amended or restated from  time to  time, shall be called the  “Executive Omnibus Plan” and is referred to herein as the “Plan”.               Purpose of the Plan               The purpose of the Plan is to (i) promote a greater alignment of interests between  Participants and the shareholders of Fortis, (ii) foster the growth and success of the business of  the Company and Fortis in accordance with the vision of both the Company and Fortis, (iii)  ensure that Participants are focused on both the Company’s and Fortis’ business objectives as  part of a market-competitive total rewards package, and (iv) assist in the attraction, retention and  motivation of Participants.               Defined Terms               In the Plan, the following terms have the respective meanings set out below and  grammatical variations of such terms shall have corresponding meanings:               “Affiliate” means  an  entity  that  directly,  or  indirectly  through  one  or  more              intermediaries, controls or is controlled by, or is under common control with, the              Person specified.               “Agreement” means  the  written  document  that  sets  forth  the  terms  of  a              Participant’s Award. With respect to Incentive Awards, the written document need              not be signed by the Company or the Participant.                “Applicable Law” means any applicable provision of law, domestic or foreign,              including the Code, as the same may be amended, supplemented or replaced from              time to time, together with all regulations, rules, policy statements, rulings, notices,              orders or other instruments  promulgated thereunder  and any applicable rules or              policies of any stock exchange.               “Award” means any form of Unit or Incentive Award granted under the Plan.               “Award Conversion Rate” for a particular Award means the Canadian dollar to              U.S. dollar exchange rate as of January 1 of the year in which the Award was              granted using the exchange rate published in the Wall Street Journal on the              Business Day prior to such date (or by using such other conversion methodology                                          1 





 






as may be approved by the Committee from time to time for such Award), subject  to reasonable rounding conventions adopted by the Company.     “Board” means the Board of Directors of the Company.   “Business Day” means any day, other than a Saturday, Sunday or statutory or civic  holiday in the State of Michigan.   “Cause” means (a) if the Employee is a party to a written employment agreement  with the Company or a Subsidiary, “Cause” as defined in such agreement, as in  effect from time to time, and (b) in all other cases, (i) Participant’s continued failure  substantially to perform Participant’s duties to the Company or its Affiliates (other  than as a result of total or partial incapacity due to physical or mental illness) for a  period of 10 days following written notice by the Company to Participant of such  failure, (ii) dishonesty in the performance of Participant’s duties hereunder, (iii)  Participant’s conviction of, or plea of nolo contendere to a crime constituting (x) a  felony under the laws of the United States or any state thereof, or (y) a misdemeanor  involving  moral  turpitude,  (iv) Participant’s  willful  malfeasance  or  willful  misconduct in connection with Participant’s duties hereunder or any act or omission  which is injurious to the financial condition or business reputation of the Company  or its Affiliates, or (v) Participant’s breach of any non-compete or confidentiality  obligations to the Company or its Affiliates.   “Change of Control” means the occurrence of any one or more of the following  events:          (a)   the acquisition of ownership, directly or indirectly, beneficially or              of record, by any Person or combination of Persons acting jointly or              in concert with each other, of Voting Securities representing more              than 50% of the aggregate ordinary voting power represented by              the issued and outstanding Voting Securities;           (b)   the sale or disposition in a single transaction or a series of related              transactions  of  more  than  50%  of  the common shares  of  the              Company to a Person not an Affiliate of Fortis at the time of such              sale or disposition and who does not become an Affiliate of Fortis as              a result of such transaction or series of related transactions;         (c)   the sale, lease, exchange or other disposition, in a single transaction              or a series of related transactions, of assets, rights or properties of              (i) Fortis  and/or any of its  subsidiaries which have an aggregate              book value greater than 50% of the book value of the assets, rights              and properties of Fortis and its subsidiaries on a consolidated basis              or (ii) the Company which constitute all or substantially all of the              assets, rights or properties of the Company, to any other Person or              entity,  other  than  a  disposition  to  Fortis  or  any  wholly  owned              subsidiary of Fortis;                              2 





 






      (d)   a resolution is adopted by the Board or the Fortis Board to wind-             up, dissolve or liquidate the Company or Fortis;         (e)   as  a  result  of  or  in  connection  with:  (i)  a  contested  election  of              directors  of  the  Fortis  Board;  or  (ii)  a  consolidation,  merger,              amalgamation, arrangement or other reorganization or acquisition              involving Fortis or any of its Affiliates and another corporation or              other entity, the nominees named in the most recent management              information circular of Fortis for election to the Fortis Board shall              not constitute a majority of the Fortis Board; or         (f)   the Fortis Board or the Board adopts a resolution to the effect that              a Change of Control as defined herein has occurred or is imminent.    “Change  of  Control Redemption Date” means  the  Trading  Day  that is  immediately  prior  to  the  effective  date  of  the  consummation  of  the event(s)  resulting in the Change of Control.   “Code” means the United States Internal Revenue Code of 1986, as amended.   “Committee”  means  the  Company’s  Governance  and  Human  Resources  Committee or other committee of Directors designated by the Board from time to  time to administer the Plan and consisting of not less than three members of the  Board.   “Common Shares” means the common shares of Fortis.   “Company” means ITC Holdings Corp., and any successor corporation whether by  amalgamation, merger or otherwise.   “Director” means a director of the Company who is not an Employee.   “Disability” means total and permanent disability, as defined in the Company’s  long-term  disability  benefits  program,  as  in  effect  from  time  to  time;  provided,  however, that for purposes of a Code Section 409A distribution event, “disability”  shall be defined under Code Section 409A and the regulations thereunder.   “Employee” means an employee of the Company, Fortis, or any of their Affiliates.   “Fortis” means  Fortis  Inc.  and  any  successor  corporation  whether  by  amalgamation, merger or otherwise.   “Fortis Board” means the board of directors of Fortis.   “Grant Date” means January 1st of the year in which the Committee authorizes an  Award, or such later or earlier date as shall be designated by the Committee and set  forth in the Applicable Agreement.                              3 





 






“Incentive Award” means an Award granted pursuant to Section 4.2 of the Plan.   “Involuntary Termination  Without  Cause” means  the  termination  of  a  Participant’s Service other  than due  to  the  Participant’s death,  Disability,  Retirement, voluntary resignation or for Cause.    “Market Price” at any date in respect of the Common Shares means the volume  weighted average trading price of the Common Shares determined by dividing the  aggregate total  value  of the  Common Shares traded on  the TSX during the  five  Trading Days immediately preceding such date by the aggregate total volume of the  Common  Shares traded  on  the TSX during  such  five Trading  Days  (or,  if  such  Common Shares are not then listed and posted for trading on the TSX, on such stock  exchange on which such Common Shares are listed for trading as may be selected  for such purpose by the Committee). In the event that such Common Shares are not  listed and posted for trading on any stock exchange, the Market Price shall be the  fair market value of such Common Shares as determined by the Committee in its  sole discretion acting in good faith.    “Participant” means any (i) Employee with a title of Vice President or higher to  whom an Award has been granted in accordance with the terms set out herein and  (ii) any individual to whom an Award has been granted upon the condition that such  individual becomes an Employee with a title of Vice President or higher, provided  that any such Award shall be deemed granted and outstanding only on the date that  the individual becomes an Employee with a title of Vice President or higher.   “Payment  Criteria”, in  respect  of  any  Performance-Based  Unit or  Incentive  Award, means the performance criteria set out in the Agreement in respect of such  Unit or Award that must be satisfied as a condition to payment.   “Payment  Criteria  Period”, in  respect  of  any  Performance-Based  Unit or  Incentive Award, means the period during which performance is to be measured  for purposes of such Unit or Award.   “Payment Date” means (a) with respect to Performance-Based Units or Incentive  Awards, the last day of the Payment Criteria Period, (b) with respect to Service- Based Units, the Vesting Date as determined in accordance with the Participant’s  Agreement,  or  (c)  where  a  Change  of  Control  has  occurred,  the  date  that  is  immediately prior to the date of the event(s) resulting in the Change of Control.    “Payout Amount” means, with respect to each Award, the amount payable on the  Payment Date, determined in accordance with Section 5.1.   “Payout  Percentage”, in  respect  of  any  Performance-Based  Unit or  Incentive  Award, means the percentage of the target amount of the Unit or Award determined  by the Committee to have been earned for purposes of the calculation of the Payout  Amount in accordance with Section 5.1.                              4 





 






“Peer  Group” means  the  group  of  North  American  regulated  public  utilities  determined  from  time  to  time  by  the  Fortis Board  (or  a  committee  thereof)  in  accordance with its guidelines and used for purposes of executive compensation  decisions by Fortis and its Affiliates.    “Performance-Based  Unit” means  a  Unit  with  respect  to  which  the  Payout  Amount is determined in accordance with Section 5.1(a).   “Person” includes  any individual, corporation, partnership, firm,  joint  venture,  syndicate, association, trust, government, governmental agency and any other form  of entity or organization.   “Restatement” means a material restatement of financial results of the Company  and its consolidated subsidiaries.   “Restatement Period” means the financial periods of the Company covered by a  Restatement.   “Retirement” means  the  retirement  of  a  Participant  from Service with  the  Company  or  a  Subsidiary upon  or  after completing 10  years  of  Service after  attaining the age of 45 if the Participant has provided the Company with at least  six months’ written notice of such retirement.   “Service” means  the Participant’s period  of service  as  an Employee with the  Company, Fortis, or any of their Affiliates.   “Service-Based Unit” means a Unit with respect to which the Payout Amount is  determined in accordance with Section 5.1(b).   “Separation from Service” means a termination of Service in such a manner as to  constitute a “separation from service” as defined under Code Section 409A.   “Specified  Employee” means  a “specified  employee” as  determined  by  the  Company in accordance with Code Section 409A.   “Subsidiary” means a  corporation  or  other  entity  that  would  be  deemed  a  subsidiary of the Company pursuant to Code Section 424(f).    “Termination Date” has the meaning ascribed thereto in Section 6.1.   “Trading Day” means any date on which the TSX is open for the trading of the  Common Shares (or, if such Common Shares are not then listed and posted for trading  on the TSX, on such stock exchange on which such Common Shares are listed and  posted for trading as may be selected for such purpose by the Committee).    “TSX” means the Toronto Stock Exchange or any successor thereto.                               5 





 






            “Unit” means a notional unit evidenced by an entry on the books of the Company or              its agent, which represents the right of a Participant, subject to the provisions herein, to              receive an amount equal to the Market Price of a Common Share on the applicable              Payment Date (converted to U.S. dollars based on the Award Conversion Rate). Units              granted under the Plan shall consist of Service-Based Units and/or Performance-Based              Units.               “Unit Account” means the account maintained for a Participant on the books of              the  Company or  its  agent into  which  Units  will  be  credited  in  accordance  with              Article IV hereof.               “Vest”, “Vested” or “Vesting” means the extent to which the payment conditions              of an Award granted hereunder have been satisfied in accordance with the Plan and              the terms of any respective Agreement pursuant to which such Award was granted              or issued.                “Vesting Date” means the date on which a Service-Based Unit Vests in accordance              with the terms and conditions of the Plan and the related Agreement.               “Voting Securities” means the Common Shares and any other shares entitled to vote              for the election of directors of Fortis and shall include any security, whether or not              issued by Fortis, which are not shares entitled to vote for the election of directors of              Fortis but are convertible into or exchangeable for shares which are entitled to vote              for the election of directors of Fortis including any options or rights to purchase such              shares or securities.                                                                               INTERPRETATION               Governing Law               The Plan shall be interpreted and enforced in accordance with the laws of the State  of Michigan,  without  regard  to  the  conflict  of  law  principles  thereof.  The  participation  of  a  Participant in the Plan shall be construed as acceptance of the terms and conditions of the Plan by  such Participant and as the Participant’s agreement to be bound thereby.               Severability                If any provision of the Plan is determined by a court of competent jurisdiction to  be  invalid,  illegal  or  unenforceable  in  any  respect,  all  other  provisions  of  this  Plan  shall  nevertheless remain in full force and effect so long as the economic or legal substance of the  transactions contemplated hereby is not affected in any manner materially adverse to any party  hereto.               References               The division of this Plan into articles and sections and the insertion of headings are  for convenience of reference only and shall not affect the construction or interpretation of this                                         6 





 






Plan.  Words importing the singular number only shall include the plural and vice versa and words  importing the use of any gender shall include all genders. Use of the term “including” shall in  each case be construed to mean “including without limitation.”               Fractional Units                Fractional Units are permitted under the Plan.               Code Section 409A                (a)   It is intended that each Award granted under this Plan shall be exempt from  or  comply  with  the  requirements  of Code Section  409A.  This  Plan  shall  be  construed,  administered, and governed in a manner that effects such intent, and the Committee shall not take  any action that would be inconsistent with such intent. Without limiting the foregoing, no Award  shall  be  deferred,  accelerated,  extended,  paid  out,  settled,  adjusted,  substituted,  exchanged  or  modified in a manner that would cause the Award to fail to satisfy the conditions of an applicable  exemption from the requirements of Code Section 409A or otherwise would subject the Participant  to additional tax imposed under Code Section 409A. Although the Company will use good faith  efforts to avoid the imposition of taxation, interest and penalties under Code Section 409A, the tax  treatment  of the benefits provided under this  Plan is  not  warranted or guaranteed. Neither the  Company, its Subsidiaries nor their respective directors, officers, employees or advisers shall be  held liable for any taxes, interest, penalties or other monetary amounts owed by a Participant (or  any other individual claiming a benefit through the Participant) as a result of this Plan.               (b)   To the extent required to comply with Code Section 409A, references in this  Plan  to  a termination  or  cessation  of  employment  or  like  terms  shall  mean  a  Separation  from  Service.               (c)   Notwithstanding anything in the Plan to the contrary, if at the time of a  Participant’s Separation from Service, the Participant is considered to be a Specified Employee, to  the extent any Award is subject to the requirements of Code Section 409A and is payable upon the  Participant’s Separation from Service, such payment shall not commence prior to the first Business  Day following the date which is six months after the Participant’s Separation from Service (or if  earlier than the end of the six month period, the date of the Participant’s death). For the avoidance  of doubt, the provisions of this Section 2.5(c) shall not apply to any payment that becomes due on  a Payment Date that occurs prior to the Participant’s Separation from Service, any payment that  becomes due as a result of the Participant’s death, or any payment with respect to an Award that  qualifies for an exception to the requirements of Code Section 409A.                                                                        ESTABLISHMENT OF THE PLAN               Establishment               The Company is establishing the Plan for Participants which shall be effective as  of January 1, 2020.               No Additional Rights                                         7 





 






            Nothing  herein  contained  shall  be  deemed  to  give  any Person the  right  to  be  retained as an Employee or to otherwise be retained in the service of the Company or a Subsidiary.  Units are not Common Shares and will not entitle a Participant to any shareholder rights, including  voting rights, dividend entitlement or rights on liquidation, dissolution or winding-up of Fortis.                                                                                   AWARDS               Grant of Units               (a)   The Committee may at any time and from time to time grant Unit Awards  in accordance with the terms and conditions hereof to individuals eligible to be Participants. The  terms of a Participant’s Unit Award shall be set forth in the Participant’s Agreement.  In connection  with the grant of Units, the Committee shall establish a target award opportunity level for each  Participant (e.g, expressed  as  a  percentage  of  the  Participant’s  base  salary  or  otherwise  as  determined by the Committee). The number of Units granted hereunder shall be determined by  dividing (i) the dollar amount of the target award opportunity level of a Participant as determined  by the Committee, expressed in U.S. dollars, by (ii) the Market Price as of January 1 of the calendar  year in which such award is granted, converted to U.S. dollars using the Award Conversion Rate.                (b)   Unless  otherwise  determined  by  the  Committee in  the  applicable  Agreement, and subject to Sections 6.1, 6.2 and 6.3, the Vesting Date for Service-Based Units  shall be the third anniversary of the Grant Date. The Committee may, prior to the Vesting Date  designated at the time of grant, designate an earlier date for Vesting of all or any portion of Service- Based Units then outstanding and granted to a Participant under the Plan, in which event such  unvested Service-Based Units shall be deemed to be Vested Service-Based Units on such earlier  date.               (c)   No  certificates  shall  be  issued  with  respect  to  Units.  All  Units  granted  hereunder shall be reflected in the Unit Account of the Participant.               (d)   Subject to the provisions of the Plan, a Unit shall be redeemed as of its  Payment Date.               (e)   Each  Participant’s  Unit  Account  shall  be  credited  with  additional  Units  equal  to  the “dividend  equivalent” when  a  cash  dividend  is  paid  on  Common  Shares.  Such  “dividend equivalent” shall be equal to a fraction where the numerator is the product of (a) the  number of Units in such Participant’s Unit Account on the date that dividends are paid, including  Units  previously credited as “dividend  equivalents,” multiplied  by  (b)  the  dividend  paid  per  Common  Share, and  the  denominator  of  which  is  the  Market  Price  of  one  Common  Share  calculated  on  the  date  that  dividends  are  paid,  converted  to  U.S. dollars  based  on  the Award  Conversion Rate. Any additional Units credited to a Participant’s Unit Account as a “dividend  equivalent” shall have a Payment Date or Vesting Date, as applicable, which is the same as the  Payment Date or Vesting Date, as applicable, for the Units in respect of which such additional  Units are credited.  Notwithstanding the foregoing, the Committee shall have discretion to modify  the terms and timing of payment relating to dividend equivalents or to determine that any Unit  Award is not entitled to dividend equivalents, in each case as set forth in the applicable Agreement.                                          8 





 






            Grant of Incentive Awards               (a)   The Committee, in its discretion, may grant cash-based Incentive Awards  to such Participants as it may designate from time to time. The terms of each Incentive Award  shall be set forth in an Agreement authorized by the Committee. Each Agreement shall specify  such terms and conditions as the Committee shall determine.                (b)   The determination of Incentive Awards for a given year or years may be  based upon the attainment of specified levels of Company or Subsidiary performance as measured  by pre-established, objective Payment Criteria determined at the discretion of the Committee.                (c)   The  Committee  shall  (i)  determine  the Payment  Criteria  Period,  (ii)  determine Payment Criteria and target levels, and (iii) determine the level of Incentive Award to  be paid to each selected Participant upon the achievement of Payment Criteria, each of which shall  be set forth in the related Agreement. The amount of an Incentive Award to be paid upon the  attainment of Payment Criteria shall equal a percentage of a Participant’s base salary for the fiscal  year, a fixed dollar amount, or such other formula, as determined by the Committee and set forth  in the related Agreement.  The Committee generally shall make the foregoing determinations while  the outcome of the Payment Criteria is uncertain.                (d)   Incentive Awards shall not be denominated in Units and shall only be paid  in cash.                Adjustments. In  the  event  of  any  stock  dividend,  stock  split,  combination  or  exchange of shares, merger, consolidation, spin-off or other distribution (other than normal cash  dividends) of Fortis’ assets to the shareholders, or any other change affecting the Common Shares,  such  proportionate  adjustments,  if  any,  as  the  Committee  in  its sole discretion  may  deem  appropriate to reflect such change shall be made with respect to the number of Units outstanding  under  the  Plan.  In  the  event  Fortis  or  the  Company  is  not  the  surviving  entity  in  a  merger,  consolidation or amalgamation with another entity or in the event of a liquidation, reorganization  and in the absence of any surviving entity’s assumption of outstanding awards made under the  Plan, the Committee may provide for appropriate settlements of Units.               Committee  Discretion.   Subject  to  the  terms  and  conditions  of  the  Plan,  the  Committee shall determine the terms and conditions of any Awards in addition to those set forth  herein at the time of grant or from time to time following the Grant Date, including any additional  conditions  with  respect  to  the  payment  of Awards,  which  do  not  conflict  with the  Plan.  The  Committee may, subsequent to the Grant Date, waive any such term or condition or determine that  it has been satisfied.                                                                                   PAYMENT               Calculation of Payout Amount               (a)   For any Award of Performance-Based Units, subject to the discretion of the  Committee as described in Section 7.1, upon the completion of the applicable Payment Criteria  Period, the Committee shall, as soon as reasonably practicable thereafter make an assessment of                                         9 





 






the Payment Criteria in accordance with the applicable Agreement and Section 4.1 for the purpose  of determining the Payout Percentage and Payout Amount with respect to such Award. The Payout  Amount for such Award shall be equal to the following:               A x B x C where:               A is that aggregate number of Performance-Based Units in the Participant’s Unit              Account on the Payment Date relating to such Award, determined by adding: (i) the              Performance-Based Units granted pursuant to Section 4.1 on the Grant Date for such              Award; (ii) the Performance-Based Units (if any) granted as “dividend equivalents”              in respect of the Performance-Based Units that are subject to the Award; and (iii)              the Performance-Based Units (if any) granted in connection with an adjustment or              reorganization to any of the Performance-Based Units that are subject to the Award;               B is the Payout Percentage; and               C is the Market Price of the Common Shares on the Payment Date (converted to              U.S. dollars based on the Award Conversion Rate).   Unless otherwise set forth in the Agreement or subsequently determined by the Committee in  accordance with Section 7.1, in the event of a Change of Control, the Payout Percentage for any  Award of Performance-Based Units shall be the product of (i) the higher of (A) 100% of the  target number of Performance-Based Units in the Award or (B) the actual Payout Percentage  based on the Committee’s assessment of performance of the Payment Criteria from the beginning  of the Payment Criteria Period for the Award through the date of the Change of Control,  multiplied by (ii) a fraction, the numerator of which is the number of days elapsed in the Payment  Criteria Period for the Award through the date on which the Change of Control occurred and the  denominator of which is the total number of days in the Payment Criteria Period for the Award.               (b)   For any  Award  of Service-Based  Units,  upon  the  Payment  Date,  the  Committee shall determine the applicable Payout Amount for such Award, which shall be equal  to the following:               A x B where:               A is that aggregate number of Vested Service-Based Units in the Participant’s              Unit  Account  on  the  Payment  Date,  determined by adding:  (i)  the  Vested              Service-Based Units granted pursuant to Section 4.1 on the Grant Date for such              Award; (ii) the  Vested  Service-Based  Units (if any)  granted as “dividend              equivalents” pursuant to Section 4.1 in respect of the Service-Based Units that              are  subject  to  the  Award; and  (iii)  the  Vested Service-Based  Units (if  any)              granted  in  connection  with  an adjustment or reorganization to any  of  the              Service-Based Units that are subject to the Award; and               B is the Market Price of the Common Shares on the Payment Date (converted to              U.S. dollars based on the Award Conversion Rate).                                          10 





 






            (c)   For Incentive  Awards,  subject  to  the  discretion  of  the  Committee  as  described in Section 7.1, upon the completion of a Payment Criteria Period the Committee shall,  as soon as reasonably practicable thereafter make an assessment of the Payment Criteria for the  purpose of determining the Payout Percentage and Payout Amount. The Payout Percentage and  Payout  Amount  for  each  Participant  shall  be determined  in  accordance  with  the  applicable  Agreement and Section 4.2.               Payment of Payout Amount               Following determination by the Committee of the Payout Amount in accordance  with Section 5.1, subject to Section 2.5 and Article VI hereof, the Company shall as soon as  practicable  pay  to  the  Participant  a  lump  sum  cash  payment in  U.S.  dollars equal  to  the  Participant’s  Payout Amount,  net  of  any  applicable  taxes  and  other  amounts  withheld  in  accordance with Section 7.5, and subject to the following: (a)  For  Performance-Based  Units  and Incentive Awards, such payment shall be made prior to the March 15 of the year following  the end of the year in which the Payment Criteria Period ends; or (b) for Service-Based Units,  such payment shall be made within 30 Business Days after the applicable Payment Date.               Reduction of Unit Account               Immediately after the payment contemplated in Section 5.2, the number of Units  outstanding in the Participant’s Unit Account shall be reduced by (a) the number of Units so paid  out and (b) if  the  payment  was  in  respect  of  Performance-Based  Units, the  number of  Performance-Based  Units cancelled as a  result  of the failure,  in  full  or in part,  to satisfy the  Payment Criteria by the Payment Date.                                                            TERMINATION OF SERVICE AND CHANGE OF CONTROL               Termination  for Cause,  Involuntary  Termination  Without  Cause or  by  Voluntary Resignation               Unless  otherwise  provided  in  the  applicable  Agreement,  on  the  date (the  “Termination Date”) that a Participant ceases to be an Employee by virtue of being terminated  for Cause, Involuntary Termination Without Cause or voluntary resignation, all Awards granted  to a Participant with respect to which the Payment Date has not yet occurred shall be cancelled  and the number of Units in the Participant’s account shall be deemed to be zero. Following the  Termination Date, such Participant shall have no rights with respect to such cancelled Awards or  to any further benefits under the Plan except for any Payout Amount due and payable in respect of  Awards for which the Payment Date occurred prior to the Termination Date.               Death, Disability or Retirement of a Participant; Certain Terminations under              Employment Agreement               Unless otherwise provided in the applicable Agreement, if a Participant ceases  to be an Employee prior to a Payment Date as a result of death, Disability or Retirement:                                          11 





 






            (a)   in the case of termination as a result of death, Disability or Retirement , (i)  the Performance-Based Units and Incentive Awards of such Participant will, subject to Section  6.2(b), remain outstanding until paid or cancelled in accordance with Article V or Section 6.3, as  applicable; and (ii) the Service-Based Units of such Participant will, subject to Section 6.2(b),  become Vested Service-Based Units and shall be redeemed on the date of the death or Retirement  of the Participant or on the date on which the Participant’s Service is terminated due to Disability;               (b)                              (i)   if Service is terminated due to death, Disability or Retirement and  the Participant has been in the Service of the Company or its Affiliates for less than 15 years on  the Termination Date, the Participant’s Awards shall be deemed to have Vested and the amount  otherwise payable in respect of such Awards shall be prorated to reflect the actual period between  the Grant Date and the date the Participant ceased Service as follows: (a) one-third of the Units  shall be deemed to have Vested if termination occurred on or after the one-year anniversary of the  Grant Date and before the two-year anniversary of the Grant Date, and (b) two-thirds of the Units  shall be deemed to have Vested if termination occurred on or after the two-year anniversary of the  Grant Date and before the three-year anniversary of the Grant Date; and will be paid in accordance  with Article V or Section 6.3, as applicable; and                     (ii)  if Service is terminated due to death, Disability or Retirement and  the Participant has been in the Service of the Company or its Affiliates for 15 years or more on the  Termination  Date,  then  the  amount  otherwise  payable  in  respect  of  such  Awards  shall  be  determined as if the Participant continued to be an Employee on the Payment Date of each Unit in  such Participant’s Unit Account and will be paid in accordance with Article V or Section 6.3, as  applicable;    subject  to  the  discretion  of  the  Committee  to  determine  that  special  circumstances  exist  that  reasonably justify an adjustment to the amount which would otherwise be paid to a Participant  pursuant to this Section 6.2(b); and               (c)   in  the  case  of  the  death  of  a  Participant,  the  Participant’s  designated  beneficiary or estate will be entitled to receive payment, if any, in respect of the Awards of the  Participant.               Change of Control                (a)   Upon the occurrence of a Change of Control, unless otherwise provided in  the applicable Agreement, all outstanding Incentive Awards and Performance-Based Units shall  become redeemable on the Change of Control Redemption Date and all unvested Service-Based  Units shall be deemed to be Vested Service-Based Units and redeemable on the Change of Control  Redemption  Date.  The  Market  Price  of Units  redeemed  pursuant  to  this  Section  6.3  shall  be  calculated as of the Change of Control Redemption Date based on the Award Conversion Rate.  The Payout Amount for all Performance-Based Units and Incentive Awards redeemed pursuant to  this  Section  6.3(a) shall  be  determined  in  accordance  with  Section  5.1  and the  applicable  Agreement.                                          12 





 






            (b)   Subject to Section 7.5, the Company shall pay the Payout Amount in respect  of all outstanding Awards pursuant to Section 6.3(a) as soon as practicable upon the occurrence of  the event(s) resulting in the Change of Control, but not later than 10 Business Days thereafter.               (c)   Notwithstanding the foregoing provisions of this Section 6.3, but only to  the extent required to comply with Code Section 409A, the Payout Amount payable in respect of  a Unit shall become payable under Section 6.3 only if the event(s) resulting in the Change of  Control would constitute a “change in the ownership”, a “change in the effective control” or a  “change  in  the  ownership  of  a  substantial  portion  of  the assets” of  Fortis or  the  Company,  determined in accordance with Code Section 409A. Any Payout Amount not paid upon a Change  of Control as a result of this Section 6.3(c) shall be payable at the time such Payout Amount would  otherwise be payable under this Plan, disregarding the occurrence of the Change of Control.                                                                               ADMINISTRATION               Administration                (a)   The Plan shall be administered by the Committee. Among other things, the  Committee  shall  have  full  and  complete  authority  to  interpret  the  Plan,  establish,  amend  and  rescind any rules and regulations relating to the Plan, and make any other determinations that it  deems necessary or desirable for the administration of the Plan. The Committee may correct any  defect or supply any omission or reconcile any inconsistency in the Plan or any Agreement in the  manner  and  to  the  extent  the  Committee  deems  necessary  or  desirable.  Any  decisions  of  the  Committee relating to the interpretation and administration of the Plan, as described herein, shall  lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties  concerned  and  their  beneficiaries,  legal  representatives  and  successors,  as  applicable,  and  the  shareholders of Fortis.  No member of the Committee shall be liable for any action or determination  made in good faith with respect to the Plan or any Award hereunder.               (b)   In addition to any other powers set forth in the Plan, but subject to Code  Section 409A and the provisions of the Plan, the Committee shall have the full and final power  and authority, in its discretion to:                      (i)   amend, modify, or cancel any Award, or to waive any restrictions or              conditions applicable to any Award;                     (ii)  accelerate, continue, or defer the exercisability  or Vesting of any              Award or any shares acquired pursuant thereto;                     (iii)  authorize, in conjunction with any applicable deferred compensation              plan of the Company, that the receipt of cash subject to any Award under this Plan              may be deferred under the terms and conditions of such deferred compensation              plan; and                     (iv)  determine  the  terms  and  conditions  of  Awards  granted  to              Participants and whether such terms and conditions have been satisfied.  No amendment, modification, or cancellation of an outstanding Award or Agreement shall in any  manner materially and adversely affect any then outstanding Award under the Plan without the                                         13 





 






consent of the Participant holding such Award, except as set forth in any Agreement relating to  the Award, as set forth in Sections 2.2, 4.3 or 6.3, or to bring the Plan and/or an Award into  compliance with the requirements of Code Section 409A or to qualify for an exemption under  Code Section 409A.              (c)   In exercising its authority under Section 7.1, the Committee shall from time  to time ensure it is informed as to the terms and conditions of any similar plans of Fortis and Fortis’  other subsidiaries in order that it may consider such terms in exercising such authority.               Unfunded Obligation               Unless  otherwise  determined  by  the  Committee,  the  Plan  will  be  an  unfunded  obligation  of  the  Company  and  the Company’s  obligations  hereunder  shall  constitute  general,  unsecured obligations, payable solely out of its general assets, and no Participant or other Person  shall have any right to any specific assets of the Company. The Company shall not segregate any  assets for the purpose of funding its obligations with respect to the Awards granted hereunder and  shall not be deemed to be a trustee of any amounts to be distributed or paid pursuant to the Plan. No  liability or obligation of the Company under the Plan shall be deemed to be secured by any pledge  of, or encumbrance on, any property or assets of the Company. To the extent any individual holds  rights under the Plan, such  rights  (unless  otherwise determined by the Committee) shall be  no  greater than the rights of an unsecured general creditor of the Company.               Amendment, Suspension and Termination               The Plan may be amended, suspended or terminated at any time by the Board, in  whole or in part, except as to rights already accrued hereunder unless the affected Participant  consents to any such change in writing; provided, however, that an amendment, suspension or  termination  the  effect  of  which  is  not  adverse  to such Participant  shall  not  require  such  Participant’s consent.  If  the  Plan  is  terminated,  prior  awards  shall,  at  the  discretion  of  the  Committee, either (a) subject to Section 2.5, become immediately payable in accordance with  Article V or Section 6.3, as applicable, or (b) remain outstanding and in effect in accordance with  their applicable terms and conditions.  In the event of a Change of Control, the Company shall  pay all outstanding amounts in accordance with Section 6.3 of the Plan and the Plan will terminate  as of the later of the effective date of such Change of Control or the completion of the payment  of all Awards under the Plan.               Cost of Administration               The Company will be responsible for all costs relating to the administration of the  Plan.               Withholding Taxes               The Company shall withhold from any payment to or for the benefit of a Participant  any  amount  required  to  comply  with  Applicable  Law  relating  to  the  withholding  of  tax  or  the  making of any other source deductions, including on the amount, if any, included in income of a  Participant and may adopt and apply such rules and regulations as in its opinion will ensure that the  Company will be able to so comply. To the extent that the Company is required under Applicable                                         14 





 






Law to withhold tax at any time other than upon payment of Awards pursuant to this Plan (for  example, if payment is deferred pursuant to Section 7.6 hereof), then the Company shall have the  right  in  its  sole discretion to  (a)  require the Participant  to  pay or provide for payment of the  required tax withholding, or (b) deduct the required tax withholding from any amount of salary,  bonus, incentive compensation or other payment otherwise payable in cash to the Participant.               Deferral               Notwithstanding anything contained herein to the contrary, but subject to Code  Section 409A, Participants may elect to defer receipt of payment of the Awards in accordance  with the terms, and subject to the conditions, of the Company’s Executive Deferred Compensation  Plan (and any similar or successor plan that may be in effect from time to time).                                                                                 RECOUPMENT               Clawback of Payout Amounts and Units               In the  event  of a Restatement, the Committee  will  review  in  respect of the  Restatement Period all amounts paid or payable to the Company’s executive officers pursuant to  this  Plan  and  all  such  amounts  shall  be  subject  to  recoupment  pursuant  to  the  Company’s  Recoupment Policy, as in effect from time to time.                                                                               MISCELLANEOUS               No Assignment               An Award is personal to the Participant and is non-assignable. No Award granted  hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered  or disposed of by the Participant, whether voluntarily or by operation of law, otherwise than by  testate succession or the laws of descent and distribution, and any attempt to do so will be null and  void. During the lifetime of the Participant, an Award shall be redeemable only by the Participant  and, upon the death of a Participant, the Person to whom the rights shall have passed by testate  succession or by the laws of descent and distribution may receive payment of any Awards in  accordance with the terms hereof.               Currency               (a)   The value of Units determined in Section 4.1 with respect to an Award, all  dividend equivalents payable with respect to an Award, all Payout Amounts with respect to an  Award and all other amounts that may become payable with respect to an Award shall be calculated  and paid in U.S. dollars, in each case using the applicable Award Conversion Rate to convert  Canadian dollars to U.S. dollars wherever necessary.                (b)   In the event that the Wall Street Journal does not publish an exchange rate  on the applicable Business Day necessary to determine an Award Conversion Rate, the exchange  rate used shall be a generally available published exchange rate chosen by the Committee.                                         15 





 






            Successors and Assigns               The Plan shall be binding on all successors and assigns of the Company and a  Participant, including the estate of such Participant and the executor, administrator or trustee of  such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.                 IN WITNESS WHEREOF, the Company caused this Plan to be executed by its  duly authorized officer as of February 4, 2020.                                       ITC HOLDINGS CORP.                                       By:  Linda H. Apsey                                      Its:  President and Chief Executive Officer                                          16