exa109.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
A 10.9

    


    CENTRAL
VERMONT PUBLIC SERVICE CORPORATION

    OMNIBUS
STOCK PLAN

    (Amended
and Restated 2002 Long-Term Incentive Plan)

    


    1. Purpose.  The purpose of
the Omnibus Stock Plan (the "Omnibus Stock Plan") is to further and promote the
interests of Central Vermont Public Service Corporation (the "Company"), its
Subsidiaries and its shareholders by enabling the Company and its Subsidiaries
to attract, retain and motivate executive officers, employees, and non-employee
directors or those who will become executive officers, employees, or
non-employee directors and to align the interests of those individuals and the
Company's shareholders.  To do this, the Omnibus Stock Plan offers
performance-based incentive grants and equity-based opportunities providing such
executive officers, employees, and non-employee directors with a proprietary
interest in maximizing the growth, profitability and overall success of the
Company and its Subsidiaries.

    


    2.  Definitions.  For
purposes of the Omnibus Stock Plan, the following terms shall have the meanings
set forth below:

    


    2.1.  "Award Agreement"
means the agreement executed by a Participant pursuant to Sections 3.2 and 16.7
of the Omnibus Stock Plan in connection with the granting of Common
Stock.

    


    2.2.  "Board" means
the Board of Directors of the Company, as constituted from time to
time.

    


    2.3.  "Code" means the Internal
Revenue Code of 1986, as in effect and as amended from time to time, or any
successor statute thereto, together with any rules, regulations and
interpretations promulgated thereunder or with respect thereto.

    


    2.4.  "Committee" means the
compensation committee of the Board.

    


    2.5.  "Common Stock" means the
common stock, $6 par value, of the Company or any security of the Company issued
by the Company in substitution or exchange therefor.  In the event of
a change in the Common Stock of the Company that is limited to a change in the
designation thereof to "Capital Stock" or other similar designation, or to a
change in the par value thereof, or from par value to no par value, without
increase or decrease in the number of issued shares, the shares resulting from
any such change shall be deemed to be the Common Stock for purposes of the
Omnibus Stock Plan.

    


    2.6.  "Company" means Central
Vermont Public Service Corporation, a Vermont Corporation, and its wholly-owned
subsidiaries or any successor corporation to Central Vermont Public Service
Corporation.

    


    2.7.  "Exchange Act"
means the Securities Exchange Act of 1934, as in effect and as amended from time
to time, or any successor statute thereto, together with any rules, regulations
and interpretations promulgated thereunder or with respect thereto.

    


    2.8.  "Fair Market Value" ("FMV") of
a share of Common Stock means on, or with respect to, any given date, the
average of the high and low quoted selling prices for a share
of  Common Stock, as traded on the New York Stock Exchange ("NYSE")
for such date or, if the Common Stock was not traded on such date, on the next
preceding day on which the Common Stock was traded.  If at any time
the Common Stock is not traded on such exchange, the FMV of a share of the
Common Stock shall be determined in good faith by the Committee in a manner that
is consistent with Section 409A of the Code.

    


    2.9.  "Participant"
means any individual who is selected from time to time under Section 5 to
receive a grant under the Omnibus Stock Plan.

    


    2.10.  "Performance
Units" means the units granted under Section 9 of the Omnibus Stock Plan
and the relevant Award Agreement.

    


    2.11.  "Omnibus Stock Plan" means the
Company Omnibus Stock Plan, as set forth herein and as in effect and as amended
from time to time (together with any rules and regulations promulgated by the
Committee with respect thereto).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.12.  "Restricted
Shares" means the shares of Common Stock granted pursuant to the
provisions of Section 8 of the Omnibus Stock Plan and the relevant Award
Agreement.

    


    2.13.  "Retirement" means attaining
the retirement age as defined in the Pension Plan of Central Vermont Public
Service Corporation and its Subsidiaries for employees and attainment of the age
of 70 for members of the Board as defined in the By-laws of the
Company.

    


    2.14.  "Stock Appreciation Rights"
("SAR") means an grant described in Section 7.2 of the Omnibus Stock Plan and
granted pursuant to the provisions of Section 7 of the Omnibus Stock Plan and
the relevant Award Agreement.

    


    2.15.  "Stock Option" means any stock
option granted pursuant to the provisions of Section 6 of the Omnibus Stock Plan
and the relevant Award Agreement.  Stock Options granted under the
Omnibus Stock Plan are not intended to qualify as "Incentive Stock Options"
under Section 422 of the Code.

    


    2.16.  “Stock Right”  means
any Performance Unit that is based upon a specified number of shares of Common
Stock, any Stock Option, any Restricted Stock or any Stock Appreciation Right
that, in each case, is awarded pursuant to a Participant under the Omnibus Stock
Plan.

    


    2.17.  "Subsidiary(ies)"
means any corporation (other than the Company) in an unbroken chain of
corporations, including and beginning with the Company, if each of such
corporations, other than the last corporation in the unbroken chain, owns,
directly or indirectly, more than fifty percent (50%) of the voting stock in one
of the other corporations in such chain.

    


    3.  Administration.

    


    3.1.  The
Committee.  The Omnibus Stock Plan shall be administered by the
Committee.

    


    3.2.  Omnibus Stock Plan Administration and
Rules.  The Committee is authorized to construe and interpret
the Omnibus Stock Plan and to promulgate, amend and rescind rules and
regulations relating to the implementation, administration and maintenance of
the Omnibus Stock Plan.  Subject to the terms and conditions of the
Omnibus Stock Plan, the Committee shall make all determinations necessary or
advisable for the implementation, administration and maintenance of the Omnibus
Stock Plan including, without limitation, (a) selecting the Omnibus Stock Plan's
Participants, (b) making grants in such amounts and form as the Committee shall
determine, (c) imposing such restrictions, terms, and conditions upon such
grants as the Committee shall deem appropriate, and (d) correcting any technical
defect(s) or technical omission(s) or reconciling any technical
inconsistency(ies) in the Omnibus Stock Plan and/or any Award
Agreement.  The Committee may designate persons other than members of
the Committee to carry out the day-to-day ministerial administration of the
Omnibus Stock Plan under such conditions and limitations as it may prescribe,
except that the Committee shall not delegate its authority with regard to
selecting Participants and/or granting any stock to Participants.  The
Committee's determinations under the Omnibus Stock Plan need not be uniform and
may be made selectively among Participants, whether or not such Participants are
similarly situated.  Any determination, decision or action of the
Committee in connection with the construction, interpretation, administration,
implementation or maintenance of the Omnibus Stock Plan shall be final,
conclusive and binding upon all Participants and any person(s) claiming under or
through any Participants.  The Company shall effect the granting of
Common Stock under the Omnibus Stock Plan, in accordance with the determinations
made by the Committee, by execution of written agreements and/or other
instruments in such form as is approved by the Committee.

    


    3.3.  Liability
Limitation.  Neither the Board nor the Committee, nor any
member of either, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Omnibus
Stock Plan (or any Award Agreement), and the members of the Board and the
Committee shall be entitled to indemnification and reimbursement by the Company
in respect of any claim, loss, damage or expense (including, without limitation,
attorneys' fees) arising or resulting therefrom to the fullest extent permitted
by law and/or under any directors and officers liability insurance coverage
which may be in effect from time to time.

    


    4.  Term of Omnibus Stock
Plan/Common Stock Subject to Omnibus Stock Plan.

    


    4.1.  Term.  The Omnibus
Stock Plan shall terminate on May 8, 2012 and after such date no further Common
Stock shall be granted under the Omnibus Stock Plan but stock previously granted
may extend beyond such date.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.2.  Common Stock.  The
maximum number of shares of Common Stock that may be issued under the Omnibus
Stock Plan, subject to adjustment as provided in Section 13.2 of the Omnibus
Stock Plan, shall not exceed 450,000 shares.  Common Stock which may
be issued under the Omnibus Stock Plan may be either authorized and unissued
shares or issued shares which have been reacquired by the Company (in the
open-market or in private transactions) and which are being held as treasury
shares.  No fractional shares of Common Stock shall be issued under
the Omnibus Stock Plan.

    


    4.3.  Computation of Available
Shares.  For the purpose of computing the total number of
shares of Common Stock available for issuance under the Omnibus Stock Plan,
there shall be counted against the limitations set forth in Section 4.2 of the
Omnibus Stock Plan the maximum number of shares of Common Stock potentially
subject to issuance upon exercise or settlement of grants under Sections 6 and 7
of the Omnibus Stock Plan, the number of shares of Common Stock issued under
grants of Restricted Shares pursuant to Section 8 of the Omnibus Stock Plan and
the maximum number of shares of Common Stock potentially issuable under grants
or payments of Performance Units pursuant to Section 9 of the Omnibus Stock
Plan, in each case determined as of the date on which such grants are settled by
the issuance of stock.  If any grants expire unexercised or are
forfeited, surrendered, cancelled, terminated or settled in cash in lieu of
Common Stock, the shares of Common Stock which were theretofore subject (or
potentially subject) to such grants shall again be available for grants under
the Omnibus Stock Plan to the extent of such expiration, forfeiture, surrender,
cancellation, termination or settlement of such grants.

    


    For
purposes of determining the maximum number of shares of Common Stock available
for grants under the Omnibus Stock Plan, if the exercise price of any Stock
Option granted under the Omnibus Stock Plan is satisfied by tendering shares of
Common Stock to the Company (by either actual delivery or by attestation), only
the number of shares of Common Stock issued net of the shares of Common Stock
tendered shall be deemed to be delivered for purposes of determining the maximum
number of shares of Common Stock available for issuance under the Omnibus Stock
Plan.

    


    To the
extent any shares of Common Stock subject to an grant are surrendered to the
Company in order to satisfy any applicable tax withholding obligation required
pursuant to Section 16.1, such shares shall again be available for
issuance.

    


    5. Eligibility.  Individuals
eligible for grants under the Omnibus Stock Plan shall consist of non-employee
directors, executive officers, and employees or those who will become
non-employee directors or executive officers or employees of the Company and/or
its Subsidiaries and whose performance or contribution, in the sole discretion
of the Committee, benefits or will benefit the Company or any
Subsidiary.  A grant may be awarded to an executive officer or
non-employee director prior to the date the executive officer is hired or first
performs services for the Company or any Subsidiary, or the non-employee
director is elected or appointed to the Board, provided, however, that such
grant shall not become exercisable and/or vested prior to the date the executive
officer first performs such services or the non-employee director is elected or
appointed.

    


    6.  Stock
Options.

    


    6.1.  Terms and
Conditions.  Stock Options granted under the Omnibus Stock Plan
shall be in respect of Common Stock and shall not constitute "Incentive Stock
Options" pursuant to Code Section 422.  Such Stock Options shall be
subject to the terms and conditions set forth in this Section 6 and any
additional terms and conditions, not inconsistent with the express terms and
provisions of the Omnibus Stock Plan, as the Committee shall set forth in the
relevant Award Agreement.

    


    6.2.  Grant.  Stock
Options may be granted under the Omnibus Stock Plan in such form as the
Committee may from time to time approve.  Stock Options may be granted
alone or in addition to other grants under the Omnibus Stock Plan or in tandem
with Stock Appreciation Rights.

    


    6.3.  Exercise Price.  The
exercise price per share of Common Stock subject to a Stock Option shall be
determined by the Committee, including, without limitation, a determination
based on a formula determined by the Committee, but may not be less than one
hundred percent (100%) of the FMV of a share of Common Stock on the date
immediately preceding the date on which the Stock Option is
granted.

    


    No Stock
Option shall provide by its terms for the resetting of its exercise price or for
its cancellation and re-issuance, in whole or in part; provided that the
foregoing shall not limit the authority of the Committee to grant additional
Stock Options hereunder.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.4.  Term.  The term of
each Stock Option shall be such period of time as is fixed by the
Committee.

    


    6.5.  Method of
Exercise.  A Stock Option may be exercised, in whole or in
part, by giving written notice of exercise to the Secretary of the Company, or
the Secretary's designee, specifying the number of shares to be
purchased.  Such notice shall be accompanied by payment in full of the
exercise price (a) in cash, by certified check, bank draft, or money order
payable to the order of the Company, (b) if permitted by the Committee (in its
sole discretion), by delivery of shares of Common Stock already owned by the
Participant for at least six (6) months, or (c) in some other form of payment
acceptable to the Committee.  Payment instruments shall be received by
the Company subject to collection.  The proceeds received by the
Company upon exercise of any Stock Option may be used by the Company for general
corporate purposes.  Any portion of a Stock Option that is exercised
may not be exercised again.

    


    6.6.  Exercisability.  Any
Stock Option granted under the Omnibus Stock Plan shall become exercisable on
such date or dates as determined by the Committee (in its sole discretion) at
any time and from time to time in respect of such Stock Option.

    


    6.7.  Tandem Grants.  If
Stock Options and Stock Appreciation Rights are granted in tandem, as designated
in the relevant Award Agreement, the right of any Participant to exercise any
such tandem Stock Option shall terminate to the extent such Participant
exercises the Stock Appreciation Right to which such Stock Option is
related.

    


    7.  Stock Appreciation
Rights.

    


    7.1.  Terms and
Conditions.  The grant of SARs under the Omnibus Stock Plan
shall be subject to the terms and conditions set forth in this Section 7 and any
additional terms and conditions, not inconsistent with the express terms and
provisions of the Omnibus Stock Plan, as the Committee shall set forth in the
relevant Award Agreement.

    


    7.2.  Stock Appreciation
Rights.  A grant with respect to a specified number of shares
of Common Stock entitling a Participant to receive an amount equal to the excess
of the FMV of a share of Common Stock on the date of exercise over the FMV of a
share of Common Stock on the date or settlement of the grant of the SAR,
multiplied by the number of shares of Common Stock with respect to which the SAR
shall have been exercised.

    


    7.3.  Grant.  An SAR may
be granted in addition to any other grant under the Omnibus Stock Plan, in
tandem with or independent of a Stock Option.

    


    7.4.  Date of
Exercisability.  Any SAR, unless otherwise (a) determined by
the Committee (in its sole discretion) at any time and from time to time in
respect of any such SAR, or (b) provided in an Award Agreement, an SAR granted
under the Omnibus Stock Plan may be exercised by a Participant, in accordance
with and subject to all of the procedures established by the Committee, in whole
or in part at any time and from time to time during its specified
term.  Notwithstanding the preceding sentence, in no event shall an
SAR be exercisable prior to the exercisability of any Stock Option with which it
is granted in tandem.  The Committee may also provide, as set forth in
the relevant Award Agreement and without limitation, that some SARs shall be
automatically exercised and settled on one or more fixed dates specified therein
by the Committee.

    


    7.5.  Form of
Payment.  Upon exercise of an SAR, payment may be made in cash,
in Restricted Shares or in shares of unrestricted Common Stock, or in any
combination thereof, as the Committee, in its sole discretion, shall determine
and provide in the relevant Award Agreement.

    


    


    7.6.  Tandem Grant.  The
right of a Participant to exercise a tandem SAR shall terminate to the extent
such Participant exercises the Stock Option to which such SAR is
related.

    


    8.  Restricted
Shares.

    


    8.1.  Terms and
Conditions.  Grants of Restricted Shares shall be subject to
the terms and conditions set forth in this Section 8 and any additional terms
and conditions, not inconsistent with the express terms and provisions of the
Omnibus Stock Plan, as the Committee shall set forth in the relevant Award
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Nothing
in this Omnibus Stock Plan shall require that Restricted Shares be subject to
any conditions and nothing herein shall limit or restrict the Committee's
ability to grant fully vested and nonforfeitable Restricted
Shares.  Restricted Shares may be granted alone or in addition to any
other grants under the Omnibus Stock Plan.  Subject to the terms of
the Omnibus Stock Plan, the Committee shall determine the number of Restricted
Shares to be granted to a Participant and the Committee may provide or impose
different terms and conditions on any particular Restricted Share grant made to
any Participant.  With respect to each Participant receiving a grant
of Restricted Shares, there shall be issued a stock certificate (or
certificates) in respect of such Restricted Shares.  Except as
otherwise provided in this Section 8.1, such stock certificate(s) shall be
registered in the name of such Participant, shall be accompanied by a stock
power duly executed by such Participant, and shall bear, among other required
legends, the following legend:

    


    "THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF COMMON STOCK REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING, WITHOUT LIMITATION,
FORFEITURE EVENTS) CONTAINED IN THE CENTRAL VERMONT PUBLIC SERVICE CORPORATION
OMNIBUS STOCK PLAN AND AN AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED
OWNER HEREOF AND CENTRAL VERMONT PUBLIC SERVICE CORPORATION."

    


    Such
stock certificate evidencing such shares shall in the sole discretion of the
Committee, be deposited with and held in custody by the Company until the
restrictions thereon shall have lapsed and all of the terms and conditions
applicable to such grant shall have been satisfied.  Restricted Shares
that are granted fully vested and nonforfeitable shall not contain the legend
provided above.

    


    8.2.  Restricted Share
Grants.  A grant of Restricted Shares is an issuance of shares
of Common Stock granted to a Participant, subject to such restrictions, terms
and conditions, if any, as the Committee deems appropriate, including, without
limitation, (a) restrictions on the sale, assignment, transfer, hypothecation or
other disposition of such shares, (b) the requirement that the Participant
deposit such shares with the Company while such shares are subject to such
restrictions, and (c) the requirement that such shares be forfeited upon
termination of employment for specified reasons within a specified period of
time or for other reasons (including, without limitation, the failure to achieve
designated performance goals).

    


    8.3.  Restriction
Period.  In accordance with Sections 8.1 and 8.2 of the Omnibus
Stock Plan and unless otherwise determined by the Committee (in its sole
discretion) at any time and from time to time, Restricted Shares shall only
become unrestricted and vested in the Participant in accordance with such
vesting schedule relating to such Restricted Shares, if any, as the Committee
may establish in the relevant Award Agreement (the "Restriction Period"). During
the Restriction Period, if any, such stock shall be and remain unvested and a
Participant may not sell, assign, transfer, pledge, encumber or otherwise
dispose of or hypothecate such grant.  Upon satisfaction of the
vesting schedule and any other applicable restrictions, terms and conditions, if
any, the Participant shall be entitled to receive payment of the Restricted
Shares or a portion thereof, as the case may be, as provided in Section 8.4 of
the Omnibus Stock Plan.

    


    8.4.  Payment of Restricted Share Grants.  After
the satisfaction and/or lapse of the restrictions, terms and conditions
established by the Committee in respect of a grant of Restricted Shares, or upon
the grant of the Restricted Shares, if such Restricted Shares are fully vested
and nonforfeitable, a new certificate, without the legend set forth in Section
8.1 of the Omnibus Stock Plan, for the number of shares of Common Stock which
are no longer subject to such restrictions, terms and conditions shall, as soon
as practicable thereafter, be delivered to the Participant.

    


    8.5.  Shareholder
Rights.  A Participant shall have, with respect to the shares
of Common Stock underlying a grant of Restricted Shares, all of the rights of a
shareholder of such stock (except as such rights are limited or restricted under
the Omnibus Stock Plan or in the relevant Award Agreement).  Any stock
dividends paid in respect of unvested Restricted Shares shall be treated as
additional Restricted Shares and shall be subject to the same restrictions and
other terms and conditions that apply to the unvested Restricted Shares in
respect of which such stock dividends are issued.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    9.  Performance
Units.

    


    9.1.  Terms and
Conditions.  Performance Units shall be subject to the terms
and conditions set forth in this Section 9 and any additional terms and
conditions, not inconsistent with the express provisions of the Omnibus Stock
Plan, as the Committee shall set forth in the relevant Award
Agreement.

    


    9.2.  Performance Unit
Grants.  A Performance Unit is a grant of units (with each unit
representing such monetary amount or such amount represented in shares of Common
Stock as is designated by the Committee in the Award Agreement) granted to a
Participant, subject to such terms and conditions as the Committee deems
appropriate, including, without limitation, the requirement that the Participant
forfeit such units (or a portion thereof) in the event certain performance
criteria or other conditions are not met within a designated period of
time.

    


    9.3.  Grants.  Performance
Units may be granted alone or in addition to any other grants under the Omnibus
Stock Plan.  Subject to the terms of the Omnibus Stock Plan, the
Committee shall determine the number of Performance Units to be granted to a
Participant and the Committee may impose different terms and conditions on any
Performance Units granted to any Participant.

    


    9.4.  Performance Goals and Performance
Periods.  Participants receiving a grant of Performance Units
shall only earn into and be entitled to payment in respect of such grants if the
Company and/or the Participant achieves certain performance goals during and in
respect of a designated performance period (the "Performance Period"). The
performance goals and the Performance Period shall be established by the
Committee, in its sole discretion.  The Committee shall establish
performance goals for each Performance Period prior to, or as soon as
practicable after, the commencement of such Performance Period.  These
performance measures may include items such as 1) relative total shareholder
return, 2) return on assets, return on equity, and return on capital employed,
3) customer service and reliability standards set forth by the Vermont Public
Service Board, 4) customer satisfaction, 5) safety goals, 6) comparisons to peer
companies, 7) earnings per share, 8) net income, and 9) cash
flow.  The Committee shall also establish a schedule or schedules for
Performance Units setting forth the portion of the grant which will be earned or
forfeited based on the degree of achievement, or lack thereof, of the
Performance Goals at the end of the relevant Performance Period.  Such
performance measures shall be defined as to their respective components and
meaning by the Committee.  During any Performance Period, the
Committee shall have the authority to adjust the Performance Goals and/or the
Performance Period in such manner as the Committee, in its sole discretion,
deems appropriate at any time and from time to time; provided, however, that in the case of
Performance Units intended to be "qualified performance-based compensation"
within the meaning of Section 162(m) of the Code, no such adjustment shall
result in an increase of the amount of compensation payable that would otherwise
be due upon attainment of the Performance Goal.

    


    9.5.  Payment of
Units.  With respect to each Performance Unit, the Participant
shall, if the applicable Performance Goals have been achieved, or partially
achieved, as determined by the Committee in its sole discretion, during the
relevant Performance Period, be entitled to receive payment in an amount equal
to the designated value of each Performance Unit times the number of such units
so earned.

    


    Payment
in settlement of earned Performance Units shall be made as soon as practicable
following the conclusion of the respective Performance Period (and any
additional vesting period provided in the relevant Award Agreement) in cash, in
unrestricted Common Stock, in Restricted Shares, or in any combination thereof,
as the Committee, in its sole discretion, shall determine and provide in the
relevant Award Agreement.

    


    9.6.  Performance-Based
Grants.  Performance Units, Restricted Shares, and other grants
subject to performance criteria that are intended to be "qualified
performance-based compensation" within the meaning of Section 162(m) of the Code
shall be paid solely on account of the attainment of one or more
pre-established, objective performance goals within the meaning of Section
162(m) and the regulations thereunder, which performance goals shall include the
Performance Goals.  The payout of any such grant in the case of
Performance Units intended to be "qualified performance-based compensation"
within the meaning of Section 162(m) of the Code may be reduced, but not
increased, based on the degree of attainment of other performance criteria or
otherwise at the discretion of the Committee.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    10.  Deferral.

    


    10.1.  Deferrals.  The
Committee may, pursuant to any plan of the Company or any Subsidiary allowing
the deferral of compensation, permit a Participant to elect to defer receipt of
any payment of cash or any delivery of shares of Common Stock that would
otherwise be due to such Participant by virtue of the exercise, earn out or
settlement of any grant made under the Omnibus Stock Plan.  If any
such election is permitted, the Committee shall establish rules and procedures
for such deferrals.

    


    11.  Maximum
Yearly Issuance of Common Stock.  The maximum
amounts of shares of Common Stock available for issuance under this Section 11
are subject to adjustment under Section 13 and are subject to the Omnibus Stock
Plan maximum under Section 4.2.

    


    11.1. Performance
Units.  No individual
Participant may receive in any calendar year grants of Performance Units
exceeding 50,000 shares of Common Stock or the then equivalent FMV of such
shares on the grant date(s).

    


    11.2. Stock
Options and Stock Appreciation Rights.  No individual
Participant may receive in any calendar year grants of Stock Options or Stock
Appreciation Rights covering in excess of 100,000 shares of Common
Stock.

    


    11.3. Restricted
Shares.  No individual
Participant may receive in any calendar year grants of Restricted Shares
exceeding 70,000 shares of Common Stock.

    


    12. Non-transferability
of Grants.  Unless otherwise
provided in an Award Agreement, no stock granted pursuant to the Omnibus Stock
Plan, and no rights or interests herein or therein, shall or may be assigned,
transferred, sold, exchanged, encumbered, pledged, or otherwise hypothecated or
disposed of by a Participant or any beneficiary(ies) of any Participant, except
by testamentary disposition by the Participant or the laws of intestate
succession.  No such interest shall be subject to execution,
attachment or similar legal process, including, without limitation, seizure for
the payment of the Participant's debts, judgments, alimony, or separate
maintenance.  Unless otherwise provided in an Award Agreement, during
the lifetime of a Participant, Stock Options and Stock Appreciation Rights are
exercisable only by the Participant.

    


    13.  Changes in Capitalization
and Other Matters.

    


    13.1.  No Corporate Action
Restriction.  The existence of the Omnibus Stock Plan, any
Award Agreement and/or any grant pursuant to the Omnibus Stock Plan shall not
limit, affect or restrict in any way the right or power of the Board or the
shareholders of the Company to make or authorize (a) any adjustment,
recapitalization, reorganization or other change in the Company's or any
Subsidiary's capital structure or its business, (b) any merger, consolidation or
change in the ownership of the Company or any Subsidiary, (c) any issue of
bonds, debentures, capital, preferred or prior preference stocks ahead of or
affecting the Company's or any Subsidiary's capital stock or the rights thereof,
(d) any dissolution or liquidation of the Company or any Subsidiary, (e) any
sale or transfer of all or any part of the Company's or any Subsidiary's assets
or business, or (f) any other corporate act or proceeding by the Company or any
Subsidiary.  No Participant, beneficiary or any other person shall
have any claim against any member of the Board or the Committee, the Company or
any Subsidiary, or any employees, officers, shareholders or agents of the
Company or any Subsidiary, as a result of any such action.

    


    13.2.  Adjustments.  Upon
the occurrence of any of the following events, a Participant's rights with
respect to any Stock Right granted to him or her hereunder shall be adjusted as
hereinafter provided, unless otherwise specifically provided in a Participant's
Award Agreement:

    


    A. Stock Dividends and Stock
Splits. If

    


    
      	
              ·  

            	
              (i)
      the shares of Common Stock shall be subdivided or combined into a greater
      or smaller number of shares or if the Company shall issue any shares of
      Common Stock as a stock dividend on its outstanding Common Stock,
      or

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              ·  

            	
              (ii)
      additional shares or new or different shares or other securities of the
      Company or other non-cash assets are distributed with respect to such
      shares of Common Stock, the number of shares of Common Stock deliverable
      upon the exercise of a Stock Option or acceptance of a Stock Grant shall
      be appropriately increased or decreased proportionately, and appropriate
      adjustments shall be made including, in the purchase price per share, to
      reflect such events. The number of Shares subject to the limitation in
      Section 4.

            


    

    


    The
number of Shares subject to the limitation in Section 4 shall also be
proportionately adjusted upon the occurrence of the events described in (i) and
(ii) above.

    


    B. Corporate Transactions. If
the Company is to be consolidated with or acquired by another entity in a
merger, sale of all or substantially all of the Company's assets other than a
transaction to merely change the state of incorporation (a "Corporate
Transaction"), the Administrator or the board of directors of any entity
assuming the obligations of the Company hereunder (the "Successor Board"),
shall, as to outstanding Stock Options, either:

    


    
      	
              ·  

            	
              (i)
      make appropriate provision for the continuation of such Stock Options by
      substituting on an equitable basis for the Shares then subject to such
      Stock Options either the consideration payable with respect to the
      outstanding shares of Common Stock in connection with the Corporate
      Transaction or securities of any successor or acquiring entity;
      or

            


    

    


    
      	
              ·  

            	
              (ii)
      upon written notice to the Participants, provide that all Stock Options
      must be exercised (either (a) to the extent then exercisable or, (b) at
      the discretion of the Administrator, all Options being made fully
      exercisable for purposes of this Subparagraph), within a specified number
      of days of the date of such notice, at the end of which period the Stock
      Options shall terminate; or

            


    

    


    
      	
              ·  

            	
              (iii)
      terminate all Stock Options in exchange for a cash payment equal to the
      excess of the FMV of the Shares subject to such Stock Options (either (a)
      to the extent then exercisable or, (b) at the discretion of the
      Administrator, all Stock Options being made fully exercisable for purposes
      of this Subparagraph) over the exercise price
  thereof.

            


    

    


    With
respect to outstanding Restricted Share grants, the Administrator or the
Successor Board, shall either:

    


    
      	
              ·  

            	
              (i)
      make appropriate provisions for the continuation of such Restricted Share
      grants on the same terms and conditions by substituting on an equitable
      basis for the Shares then subject to such Restricted Share grants either
      the consideration payable with respect to the outstanding Shares of Common
      Stock in connection with the Corporate Transaction or securities of any
      successor or acquiring entity; or

            


    

    


    
      	
              ·  

            	
              (ii)
      terminate all Restricted Share grants in exchange for a cash payment equal
      to the excess of the FMV of the Shares subject to such Restricted Share
      grants over the purchase price thereof, if any. In addition, in the event
      of a Corporate Transaction, the Administrator may waive any or all Company
      repurchase rights with respect to outstanding Restricted Share
      grants.

            


    

    


    C. Recapitalization or
Reorganization. In the event of a recapitalization or reorganization of
the Company other than a Corporate Transaction pursuant to which securities of
the Company or of another corporation are issued with respect to the outstanding
shares of Common Stock, a Participant upon exercising an Stock Option or
accepting a Stock Grant after the recapitalization or reorganization shall be
entitled to receive for the purchase price paid upon such exercise or acceptance
of the number of replacement securities which would have been received if such
Stock Option had been exercised or Stock Grant accepted prior to such
recapitalization or reorganization.

    


    D. Adjustments to Stock-Based
Grants. Upon the happening of any of the events described in
Subparagraphs A, B or C above, any outstanding stock-based grant shall be
appropriately adjusted to reflect the events described in such Subparagraphs.
The Administrator or the Successor Board shall determine the specific
adjustments to be made under this Section 13, including, but not limited to the
effect if any, of a Change in Control and, subject to Section 4, its
determination shall be conclusive.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    14.  Change-In-Control
("CIC").

    


    14.1.  Acceleration of Unvested
Grants.  Notwithstanding any provision in the Omnibus Stock
Plan to the contrary, if a CIC of the Company occurs (a) all Stock Options
and/or Stock Appreciation Rights then unexercised and outstanding shall become
fully vested and exercisable as of the date of the CIC, (b) all restrictions,
terms and conditions applicable to all Restricted Shares then outstanding shall
be deemed lapsed and satisfied as of the date of the CIC, and (c) the
Performance Period shall be deemed completed, all Performance Goals shall be
deemed attained at target levels and all Performance Units shall be deemed to
have been fully earned pro-rated as of the date of the CIC . The immediately
preceding sentence shall apply to only those Participants who are employed by
the Company and/or one of its Subsidiaries as of the date of the
CIC.

    


    14.2.  Change In
Control.  For the purpose of this Omnibus Stock Plan, a "CIC"
shall be deemed to have occurred if the conditions set forth in any one of the
following paragraphs shall have been satisfied:

    


    14.2.1.  The acquisition
by any individual, entity or “group,” within the meaning of Section 13(d)(3) of
the Exchange Act (a “Person”), of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of voting securities of Company
representing 20% of the combined voting power of the then outstanding voting
securities of Company entitled to vote generally in the election of directors
(the “Outstanding Voting Securities”);

    


    14.2.2.  Individuals who,
as of the date hereof, constitute the Board (the “Incumbent Board”) cease for
any reason to constitute at least two-thirds of the Board; provided, however,
that any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by Company’s stockholders, was approved by
a vote of at least two-thirds of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board;

    


    14.2.3.  The consummation
of a reorganization, merger or consolidation or sale or other disposition of
more than 50% of the assets of Company (a “Capital Transaction”), in each case,
unless, following such Capital Transaction, all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Voting Securities immediately prior to such Capital Transaction
beneficially own, directly or indirectly, at least 60% of the combined voting
power of the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation resulting from
such Capital Transaction (including, without limitation, a corporation which as
a result of such transaction owns Company or all or substantially all of
Company’s assets either directly or through one or more subsidiaries), in
substantially the same proportions as their ownership, immediately prior to such
Capital Transaction of the Outstanding Voting Securities; or

    


    14.2.4.  Approval by the
stockholders of Company of a complete liquidation or dissolution of
Company.

    


    15.  Amendment, Suspension and
Termination.

    


    15.1.  In
General.  The Board may suspend or terminate the Omnibus Stock
Plan (or any portion thereof) at any time and may amend the Omnibus Stock Plan
at any time and from time to time in such respects as the Board may deem
advisable to insure that any and all grants conform to or otherwise reflect any
change in applicable laws or regulations, or to permit the Company or the
Participants to benefit from any change in applicable laws or regulations, or in
any other respect the Board may deem to be in the best interests of the Company
or any Subsidiary.  No such amendment, suspension or termination shall
(a) materially adversely affect the rights of any Participant under any
outstanding Stock Options, Stock Appreciation Rights, Performance Units, or
Restricted Shares, without the consent of such Participant, (b) increase the
number of shares of Common Stock available for grants pursuant to Section 4.2
without shareholder approval, or (c) increase the maximum number of shares of
Common Stock that any individual Participant may receive subject to any Stock
Options, Stock Appreciation Rights, Restricted Shares or Performance Units
pursuant to Section 11, without shareholder approval.

    


    15.2.  Award Agreement
Modifications.  The Committee may (in its sole discretion)
amend or modify at any time and from time to time the terms and provisions of
any outstanding Stock Options, Stock Appreciation Rights, Performance Units, or
Restricted Shares in any manner to the extent that the Committee under the
Omnibus Stock Plan or any Award Agreement could have initially determined the
restrictions, terms and provisions of such


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Stock
Options, Stock Appreciation Rights, Performance Units or Restricted Shares,
including, without limitation, changing or accelerating (a) the date or dates as
of which Stock Options or Stock Appreciation Rights shall become exercisable,
(b) the date or dates as of which Restricted Shares shall become vested, or (c)
the Performance Period or Performance Goals in respect of any Performance Units
provided, however, that in the case of Performance Units or Restricted Shares
intended to be "qualified performance-based compensation" within the meaning of
Section 162(m) of the Code, no such amendment or modification shall result in an
increase of the amount of compensation payable that would otherwise be due upon
attainment of the Performance Goal.

    


    No such
amendment or modification shall, however, materially adversely affect the rights
of any Participant under any such Award Agreement without the consent of such
Participant.

    


    16.  Miscellaneous.

    


    16.1.  Tax
Withholding.  The Company shall have the right to deduct from
any payment or settlement under the Omnibus Stock Plan, including, without
limitation, the exercise of any Stock Option or Stock Appreciation Right, or the
delivery, transfer or vesting of any Common Stock or Restricted Shares, any
federal, state, local or other taxes of any kind which the Committee, in its
sole discretion, deems necessary to be withheld to comply with the Code and/or
any other applicable law, rule or regulation.  Shares of Common Stock
may be used to satisfy any such tax withholding.  Such Common Stock
shall be valued based on the FMV of such stock as of the date the tax
withholding is required to be made, such date to be determined by the
Committee.  In addition, the Company shall have the right to require
payment from a Participant to cover any applicable withholding or other
employment taxes due upon any payment or settlement under the Omnibus Stock
Plan.

    


    16.2.  No Right to
Employment.  Neither the adoption of the Omnibus Stock Plan,
the granting of any stock, nor the execution of any Award Agreement, shall
confer upon any employee of the Company or any Subsidiary any right to continued
employment with the Company or any Subsidiary, as the case may be, nor shall it
interfere in any way with the right, if any, of the Company or any Subsidiary to
terminate the employment of any employee at any time for any
reason.

    


    16.3.  Unfunded
Plan.  The Omnibus Stock Plan shall be unfunded and the Company
shall not be required to segregate any assets in connection with any grants
under the Omnibus Stock Plan.  Any liability of the Company to any
person with respect to any grant under the Omnibus Stock Plan or any Award
Agreement shall be based solely upon the contractual obligations that may be
created as a result of the Omnibus Stock Plan or any such Award
Agreement.  No such obligation of the Company shall be deemed to be
secured by any pledge of, encumbrance on, or other interest in, any property or
asset of the Company or any Subsidiary.  Nothing contained in the
Omnibus Stock Plan or any Award Agreement shall be construed as creating in
respect of any Participant (or beneficiary thereof or any other person) any
equity or other interest of any kind in any assets of the Company or any
Subsidiary or creating a trust of any kind or a fiduciary relationship of any
kind between the Company, any Subsidiary and/or any such Participant, any
beneficiary thereof or any other person.

    


    16.4.  Payments to a
Trust.  The Committee is authorized to cause to be established
a trust agreement or several trust agreements or similar arrangements from which
the Committee may make payments of amounts due or to become due to any
Participants under the Omnibus Stock Plan.

    


    16.5.  Other Company Benefit and
Compensation Programs.  Payments and other benefits received by
a Participant under an Award Agreement made pursuant to the Omnibus Stock Plan
shall not be deemed a part of a Participant's compensation for purposes of the
determination of benefits under any other employee welfare or benefit plans or
arrangements, if any, provided by the Company or any Subsidiary unless expressly
provided in such other plans or arrangements, or except where the Committee
expressly determines in writing that inclusion of an grant or portion of an
grant should be included to accurately reflect competitive compensation
practices or to recognize that a grant has been made in lieu of a portion of
competitive annual base salary or other cash compensation.  Grants
under the Omnibus Stock Plan may be made in addition to, in combination with, or
as alternatives to, grants or payments under any other plans or arrangements of
the Company or its Subsidiaries.  The existence of the Omnibus Stock
Plan notwithstanding, the Company or any Subsidiary may adopt such other
compensation plans or programs and additional compensation arrangements as it
deems necessary to attract, retain and motivate employees.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    16.6.  Listing, Registration, and Other
Legal Compliance.  No grants or shares of the Common Stock
shall be required to be issued or granted under the Omnibus Stock Plan unless
legal counsel for the Company shall be satisfied that such issuance or grant
will be in compliance with all applicable federal and state securities laws and
regulations and any other applicable laws or regulations.  The
Committee may require, as a condition of any payment or share issuance, that
certain agreements, undertakings, representations, certificates, and/or
information, as the Committee may deem necessary or advisable, be executed or
provided to the Company to assure compliance with all such applicable laws or
regulations.  Certificates for shares of the Restricted Shares and/or
Common Stock delivered under the Omnibus Stock Plan may be subject to such
stock-transfer orders and such other restrictions as the Committee may deem
advisable under the rules, regulations, or other requirements of the Securities
and Exchange Commission ("SEC"), any stock exchange upon which the Common Stock
is then listed, and any applicable federal or state securities
law.  In addition, if, at any time specified herein (or in any Award
Agreement or otherwise) for (a) the making of any grant, or the making of any
determination, (b) the issuance or other distribution of Restricted Shares
and/or Common Stock, or (c) the payment of amounts to or through a Participant
with respect to any Award Agreement, any law, rule, regulation or other
requirement of any governmental authority or agency shall require either the
Company, any Subsidiary or any Participant (or any estate, designated
beneficiary or other legal representative thereof) to take any action in
connection with any such determination, any such shares to be issued or
distributed, any such payment, or the making of any such determination, as the
case may be, shall be deferred until such required action is
taken.  With respect to persons subject to Section 16 of the Exchange
Act, transactions under the Omnibus Stock Plan are intended to comply with all
applicable conditions of SEC Rule 16b-3.

    


    16.7.  Award
Agreements.  Each Participant receiving a grant under the
Omnibus Stock Plan shall enter into an Award Agreement with the Company in a
form specified by the Committee.  Each such Participant shall agree to
the restrictions, terms and conditions of the grant set forth therein and in the
Omnibus Stock Plan.

    


    16.8.  Designation of
Beneficiary.  Each Participant to whom a grant has been made
under the Omnibus Stock Plan may designate a beneficiary or beneficiaries to
exercise any Stock Option or Stock Appreciation Right or to receive any payment
which under the terms of the Omnibus Stock Plan and the relevant Award Agreement
may become exercisable or payable on or after the Participant's
death.  At any time, and from time to time, any such designation may
be changed or cancelled by the Participant without the consent of any such
beneficiary.  Any such designation, change or cancellation must be on
a form provided for that purpose by the Committee and shall not be effective
until received by the Committee.  If no beneficiary has been
designated by a deceased Participant, or if the designated beneficiaries have
predeceased the Participant, the beneficiary shall be the Participant's
estate.  If the Participant designates more than one beneficiary, any
payments under the Omnibus Stock Plan to such beneficiaries shall be made in
equal shares unless the Participant has expressly designated otherwise, in which
case the payments shall be made in the shares designated by the
Participant.

    


    16.9.  Leaves of
Absence/Transfers.  The Committee shall have the power to
promulgate rules and regulations and to make determinations, as it deems
appropriate, under the Omnibus Stock Plan in respect of any leave of absence
from the Company or any Subsidiary granted to a Participant.  Without
limiting the generality of the foregoing, the Committee may determine whether
any such leave of absence shall be treated as if the Participant has terminated
employment with the Company or any such Subsidiary.  If a Participant
transfers within the Company, or to or from any Subsidiary, such Participant
shall not be deemed to have terminated employment as a result of such
transfers.

    


    16.11.  Governing Law.  The
Omnibus Stock Plan and all actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Vermont, without reference
to the principles of conflict of laws thereof.  Any titles and
headings herein are for reference purposes only, and shall in no way limit,
define or otherwise affect the meaning, construction or interpretation of any
provisions of the Omnibus Stock Plan.

    


    16.12.  Effective Date.  The
Omnibus Stock Plan shall be effective upon its approval by the Board and
adoption by the Company, subject to the approval of the Omnibus Stock Plan by
the Company's shareholders in accordance with Section 162(m) of the Code and the
authorization of the Omnibus Stock Plan by the Vermont Public Service Board
("VPSB").  Any stock issued prior to the approval by the shareholders
and/or the authorization by the VPSB shall be contingent upon such approval and
authorization.