AGL RESOURCES INC.
Exhibit 10.1.f
RESTRICTED
STOCK AWARD NO. ________________
2007
OMNIBUS PERFORMANCE INCENTIVE PLAN
This
Agreement between AGL Resources
Inc. (the “Company”) and the Recipient sets forth the terms of Restricted Stock
awarded under the above-named Plan. Capitalized terms used herein and not
otherwise defined shall have the meanings assigned to such terms in the
Plan.
Name
of Recipient: _________________________________
Date
of
Award: _________________________________ Number
of Restricted Shares: _______________________
Restricted
Shares: “Restricted
Shares” means those shares
of Common Stock that are subject to the restrictions imposed hereunder which
restrictions have not then expired or terminated. Restricted Shares
may not be sold, transferred, exchanged, assigned, pledged, hypothecated or
otherwise encumbered. These restrictions shall apply to all shares of
Common Stock or other securities issued with respect to Restricted Shares
hereunder in connection with any merger, reorganization, consolidation,
recapitalization, stock dividend or other change in corporate structure
affecting the Common Stock of the Company.
Vesting: The
Restricted Shares shall first become vested and non-forfeitable as
follows:
________
percent of Restricted Shares
vested on the first anniversary of the date of award; and
________
percent of Restricted Shares vested on each successive anniversary of the date
of award.
Other: _______________________________________________________________________________________
Forfeiture;
Termination of employment: If you terminate employment for
any reason prior to the time that the Restricted Shares become vested and
non-forfeitable, then all Restricted Shares will be forfeited as of the date
of
your termination of employment.
Change
in Control: Notwithstanding the above, in the event of a Change in
Control of the Company, all Restricted Shares shall become fully vested and
non-forfeitable pursuant to Section 10.2 of the Plan, if (a) they are not
assumed or substituted by the Surviving Entity, or (b) they are assumed or
substituted by the Surviving Entity, but within two years following the Change
in Control your employment is terminated without Cause or you resign for Good
Reason.
Shareholder
rights: You shall have all of the rights of a shareholder with respect
to the Restricted Shares, other than dividend rights.
Transferability:
You may not transfer restricted shares still subject to
restriction.
This
Agreement is subject to the terms and conditions of the Plan. You
have received a copy of the Plan’s prospectus that includes a copy of the
Plan. By signing this agreement, you agree to the terms of the Plan
and this Agreement, which may be amended only upon a written agreement signed
by
the Company and you.
This
____
day of __________, 2_______.
AGL
RESOURCES
INC. RECIPIENT:
By:
Xxxxxxx
X.
Xxxxx, __________________________________________________
Senior
Vice President
