AGL RESOURCES INC. 2007 OMNIBUS PERFORMANCE INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Exhibit 10.1.b
AGL
RESOURCES INC. 2007 OMNIBUS PERFORMANCE INCENTIVE PLAN
This
Agreement between AGL Resources Inc. (the “Company”) and the Recipient sets
forth the terms of an incentive stock option granted 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: _________________________________ IncentiveStock
Option No. ______________________
Date
of
Grant: _________________________________ Number
of Option Shares: __________________________
Exercise
Price: $_______________per share (no less than the Fair
Market Value on date of grant)
Exercisability: This
option shall first become exercisable as follows:
________
percent of option shares
vested and exercisable on the first anniversary of the date of grant;
and
________
percent of option shares vested and exercisable on each successive anniversary
of the date of grant.
Other: _______________________________________________________________________________________
Termination
of Employment: If you terminate employment by reason of your death,
Disability or Retirement, then upon such termination this option shall vest
and
become exercisable with respect to that number of shares originally scheduled
to
vest and become exercisable within twelve (12) months following such
termination. Any remaining portion of this option that was not vested
and exercisable upon such termination of employment shall be forfeited as of
the
date of such termination.
If
you
terminate employment for any other reason, then any portion of this option
that
was not vested and exercisable immediately before your termination of employment
shall 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, this option shall become fully vested and exercisable
pursuant to Section 10.2 of the Plan, if (a) it is not assumed or substituted
by
the Surviving Entity, or (b) it is 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.
Term
of Exercisability: Once all or a part of the option becomes
exercisable (i.e. vested), it shall remain exercisable until the earliest
of:
|
|
The
one-year anniversary of your termination of employment due to death,
Disability or Retirement
|
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The
date of your termination of employment for any reason other than
death,
Disability or Retirement, or termination by the Company without
Cause
|
|
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the
date that is sixty (60) days following the date of your termination
of
employment by the Company without Cause or, if within two years of
a
Change in Control, your resignation for Good
Reason
|
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The
date that is [ten (10)] years from the date of
grant
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Other: _______________________________________________________________________________________
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Transferability:
|
You
may transfer the option pursuant only by will or by the laws of descent
and distribution.
|
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 __________________________________________________
