AGL RESOURCES INC. LONG-TERM INCENTIVE PLAN (1999) RESTRICTED STOCK unit AGREEMENT
EXHIBIT
10.2
RESTRICTED
STOCK UNIT AWARD NO. __________
LONG-TERM
INCENTIVE PLAN (1999)
This
Agreement between AGL Resources Inc. (the “Company”) and the Recipient sets
forth the terms of the Restricted Stock Units awarded under the above-named
Plan.
Name
of Recipient:
_________________________
Date
of Award: Number
of Restricted Stock Units: ____________
Performance
Measurement Period: ___________
through ___________
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Performance
Measure:
The performance measure for this Award relates to earnings per share,
one
of the performance measures enumerated in Section 5.2 of the Plan.
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At
the
end of the Performance Measurement Period, the Restricted Stock Units will
be
eligible for vesting, provided,
that, the
Company’s reported basic earnings per share meets or exceeds $_____, as
certified by the Compensation and Management Development Committee of the Board
of Directors of the Company (the “Committee”). The last sentence of Section 8.5
of the Plan shall not apply to the award evidenced by this Agreement.
Vesting:
At
the
end of the Performance Measurement Period and upon certification by the
Committee (the “Certification Date”), the Restricted Stock Units shall be
converted into an equal number of shares of Company common stock, and such
shares of common stock shall be issued to the Recipient within a reasonable
period of time pursuant to the terms of the Plan.
Upon
issuance of the common stock, such shares shall become vested and nonforfeitable
as follows:
| · |
one-third
of the shares of Restricted Stock shall vest as of each anniversary
date
of the Certification Date.
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Upon
a
change in control of the Company, (i) the Restricted Stock Units shall be
converted into an equal number of shares of Company common stock and become
immediately 100% vested and nonforfeitable and (ii) any outstanding nonvested
shares of Restricted Stock will become immediately 100% vested and
nonforfeitable.
Shareholder
rights:
Upon
issuance of the common stock, the Recipient will have immediate rights of
ownership in the stock, including the right to vote the stock and receive
dividends on the stock.
Forfeiture;
termination of employment: Subject
to the terms of the Plan and the terms set forth above, in the event that the
Committee does not certify the attainment of the performance criteria set forth
above, the Restricted Stock Units under this Agreement shall be forfeited
immediately.
In
addition, unless the Committee decides otherwise, all Restricted Stock Units
and
shares of Restricted Stock covered hereunder that remain subject to restriction
upon the Recipient’s termination of employment for any reason (including death,
disability or retirement under the terms of the Company’s Retirement Plan, or
any other retirement plan approved by the Board, for that purpose) will be
forfeited as of the date of such termination of employment.
Tax
Withholding: At
the
time the shares of Restricted Stock vest, the Recipient must pay to the Company
an amount necessary to cover minimum required income tax and other withholdings
required by law. The Recipient may satisfy the withholding requirements by
any
one or a combination of the following methods:
(a)
cash,
or
(b)
withholding shares of common stock that are otherwise vested under the
Restricted Stock Unit Agreement.
Except
as
provided herein, this Restricted Stock Unit Agreement is subject to the terms
and conditions of the Plan. The Recipient has received a copy of the Plan’s
prospectus, including a copy of the Plan. The Recipient agrees to the terms
of
this Restricted Stock Unit Agreement, which may be amended only upon a written
agreement signed by the parties hereto.
This
___
day of _________ 200__
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RECIPIENT:
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| /s/ Xxxxxxx X. Xxxxx |
____________________________
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Xxxxxxx
X. Xxxxx, Senior Vice President
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