Exhibit 10.1
AMENDMENT TO THE CITIZENS UTILITIES COMPANY
1996 EQUITY INCENTIVE PLAN
1. Section 5(f)(i) of the Citizens Utilities Company 1996 Equity Incentive Plan
(the "Plan") is hereby amended and restated to read in its entirety as follows:
"Upon the Termination Without Cause of a Participant holding Options
or SARs, his or her Options and SARs may be exercised to the extent
exercisable on the date of Termination Without Cause, at any time and
from time to time within 90 days of the date of such termination. The
Committee, however, in its discretion, may provide that any Option or
SAR of such a Participant which is not exercisable by its terms on the
date of Termination Without Cause will become exercisable in
accordance with a schedule (which may extend the time limit referred
to above, but not later than the final expiration date specified in
the Option or SAR Award Agreement) to be determined by the Committee
at any time during the period that any other Options or SARs held by
the Participant are exercisable."
2. Section 5(f)(ii) of the Plan is hereby amended and restated to read in its
entirety as follows:
"Upon the death, retirement, or Total Disability (during a
Participant's employment or within three months after the termination
of employment for any reason other than termination for cause)of a
Participant holding an Option or SAR, his or her Options and SARs may
be exercised only to the extent exercisable at the time of death,
retirement or Total Disability (or such earlier termination of
employment), at any time and from time to time 90 days after such
death, retirement or Total Disability. The Committee, however, in its
discretion, may provide that any Options outstanding but not
exercisable at the date of the first to occur of death, retirement or
Total Disability will become exercisable in accordance with a schedule
(which may extend the limits referred to above, but not to a date
later than the final expiration date specified in such Option Award
Agreement) to be determined by the Committee at any time during the
period while any other Option held by the Participant is exercisable."
3. Section 5(f)(iii) of the Plan is hereby amended and restated to read in its
entirety as follows:
"Upon death, Total Disability, retirement, or Termination Without
Cause of a Participant holding an Option(s) who is immediately
eligible to receive benefits under the terms of the Citizens Pension
Plans, his or her Options or SARs that were awarded prior to December
1, 2004, may be exercised in full as to all shares covered by Option
Award Agreements (whether or not then exercisable) at any time, or
from time to time, but no later than the expiration date specified in
such Option Award Agreement as specified in Section 5(b) above or, in
the case of incentive Options, within one year following such death,
Total Disability or Termination Without Cause. This subsection (iii)
does not apply to any Option or SAR that was awarded on or after
December 1, 2004."
4. Section 7(b) of the Plan is hereby amended and restated to read in its
entirety as follows:
"Except as otherwise provided in this Section 7, no shares of
Restricted Stock received by a Participant shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period unless the Committee determines that an Award may
be transferred by a Participant to a Family Member or Family Trust or
other transferee; provided, however, that for Awards of Restricted
Shares that were made prior to December 1, 2004, the Restriction
Period for any Participant shall expire and all restrictions on shares
of Restricted Stock shall lapse upon the Participant's (i) death, (ii)
Total Disability or (iii) Termination Without Cause where the
Participant is immediately eligible to receive benefits under the
terms of Citizens Pension Plans, or with the consent of the Company,
or upon some significant event, as determined by the Committee,
including, but not limited to, a reorganization of the Company."
5. Section 7(c) of the Plan is hereby amended and restated to read in its
entirety as follows:
"Except for those circumstances specifically identified in the
preceding subsection (b) that apply to Awards of Restricted Shares
that were made prior to December 1, 2004, if a Participant's
employment with all Participating Companies terminates for any reason
or in the event of the Participant's death, in each case, before the
expiration of the Restriction Period, all shares of Restricted Stock
still subject to restriction shall, unless the Committee otherwise
determines within 90 days after such termination, be forfeited by the
Participant and shall be reacquired by the Company, and, in the case
of Restricted Stock purchased through the exercise of an Option, the
Company shall refund the purchase price paid on the exercise of the
Option."
6. Except as specifically provided herein, the Plan shall remain in full force
and effect.
7. The foregoing amendments shall be effective as of March 4, 2005.
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