The Laclede Group Restricted Stock Unit Award Agreement
Exhibit
10.2
The
Laclede Group
2006
Equity Incentive Plan
THIS
RESTRICTED STOCK UNIT AWARD AGREEMENT is made as of this 14th day of February
2008, between The Laclede Group, Inc. (the “Company”) and Xxxxxxx X. Xxxxxx
(the “Participant”). References in this Agreement to “Company”
include Subsidiaries and any entity that succeeds to all or substantially all of
the business of The Laclede Group, Inc.
Pursuant
to the terms of the Company’s 2006 Equity Incentive Plan, as approved by
shareholders in January 2006, (the “Plan”), the award under this Agreement is
being made as a special grant of restricted stock units of the Company
authorized by the Board of Directors and the Board’s Compensation Committee
(“Committee”), subject to the Participant’s acceptance of the terms, conditions
and restrictions applicable to the restricted stock units set forth in this
Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants set forth in this Agreement,
the parties hereto hereby agree as follows:
1. Award of
Restricted Stock Units. Pursuant and subject to the terms and
conditions set forth herein and in the Plan, the Company awards to the
Participant Fifteen Thousand (15,000) restricted stock units (the “Units”),
subject to the terms, conditions and restrictions described in this Agreement
and in the Plan (the “Award”).
2. Award
Date. The Award Date of the Units in this Award is
February 14, 2008.
3. Incorporation of
Plan. All terms, conditions and restrictions of the Plan are
incorporated herein and made part hereof as if stated herein. If
there is any conflict between the terms and conditions of the Plan and this
Agreement, the terms and conditions of the Plan, as interpreted by the plan
administrator, shall govern. All capitalized terms used herein, but
not otherwise defined, shall have the meaning given to such terms in the
Plan.
4. Restrictions and
Conditions. The Units are being awarded to Participant subject
to the transfer and forfeiture conditions set forth below that shall lapse, if
at all, as described in Section 5.
5. Lapse of
Restrictions. The Participant accepts this Award and agrees
that the restrictions relative to the Units shall lapse and Participant shall
vest in all Units on December 1, 2011 (the “Vesting Date”) provided Participant
has not left the employment of the Company for any reason other than a
termination by the Company without Cause
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Notwithstanding
anything in the Plan to the contrary, restrictions on the Units shall not lapse
solely upon the occurrence of a Change in Control.
6. Dividends and
Other Shareholder Rights. Participant shall have no rights as
a shareholder of the Company in respect of the Units including the right to vote
and to receive cash dividends or dividend equivalents and other distributions
until delivery of the shares of Common Stock in settlement of the
Units.
7. Adjustments. In
the event of any Event (as defined in Section 13.1 of the Plan) that the plan
administrator determines should result in the adjustment of Common Stock to
prevent dilution or enlargement of the benefits intended to be granted
hereunder, the plan administrator shall adjust the Award as it deems appropriate
to prevent such dilution or enlargement.
8. Delivery of
Certificates or Equivalent. Upon the lapse of restrictions
applicable to the Units, the Company shall deliver to the Participant a
certificate or evidence of direct registration of a number of shares of Common
Stock equal to the number of Units upon which such restrictions shall have
lapsed. No fractional shares shall be issued.
9. No Right to
Continued Employment. Nothing in this Agreement shall confer
on the Participant any right to continuance of employment by the Company or a
subsidiary nor shall it interfere in any way with the right of Participant’s
employer to terminate Participant’s employment at any time.
10. Tax
Withholding. The Company is entitled to withhold applicable
taxes for the respective tax jurisdictions attributable to this Award or any
payment made in connection with the Units. Participant may satisfy
any withholding obligation by electing to have the plan administrator retain
shares of Common Stock deliverable in connection with the Units having a Fair
Market Value on the date the restrictions lapse as provided in Section 5
equal to the amount to be withheld.
11. Confidential
Information and Restrictions on Soliciting Employees. Notwithstanding any
provision of this Agreement to the contrary, the Participant shall pay to the
Company the Fair Market Value of the shares of Common Stock attributable to the
Units that vest under this Award, if, during the period beginning on the Award
Date hereof and ending 12 months following the date the Participant’s employment
with the Company terminates, the Participant: (1) discloses Confidential
Information, as defined below, to any person not employed by the Company or not
engaged to render services to
2
For
purposes of this Section 11, “Confidential Information” means information
concerning the Company and the business that is not generally known outside the
Company, and includes (A) trade secrets; (B) intellectual property;
(C) methods of operation and processes; (D) information regarding
present and/or future products, developments, processes and systems;
(E) information on customers or potential customers, including customers’
names, sales records, prices, and other terms of sales and cost information;
(F) personnel data; (G) business plans, marketing plans, financial
data and projections; and (H) information received in confidence from third
parties. This provision shall not preclude the Participant from use or
disclosure of information known generally to the public or of information not
considered confidential by persons engaged in the business conducted by the
Company or subsidiary or from disclosure required by law or court
order.
“Solicits
Employees” means the Participant’s direct or indirect hire, solicit to hire, or
attempt to induce any employee of the Company or a subsidiary (who is an
employee of the Company or a subsidiary as of the time of such hire or
solicitation or attempt to hire) or any former employee of the Company or a
subsidiary (who was employed by the Company or a subsidiary within the 12-month
period immediately preceding the date of such hire or solicitation or attempt to
hire) to leave the employment of the Company or a subsidiary.
12. Integration. This
Agreement, and the other documents referred to herein or delivered pursuant
hereto that form a part hereof, contain the entire understanding of the parties
with respect to its subject matter. There are no restrictions,
agreements, promises, representations, warranties, covenants or undertakings
with respect to the subject matter hereof other than those expressly set forth
herein. This Agreement, including without limitation the Plan,
supersedes all prior agreements and understandings between the parties with
respect to its subject matter and may only be amended by mutual written consent
of the parties.
13. Governing
Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Missouri, without regard to
the provisions governing conflict of laws.
14. Compliance with
Laws and Regulations. The obligation
of the Company to deliver shares of Common Stock hereunder shall be subject to
all applicable federal and state laws, rules and regulations and to such
approvals by any government or regulatory agency as may be
required.
15. Non-Transferability. The
Units shall not be transferable by Participant and may not be, sold, assigned,
disposed of, or pledged or hypothecated as collateral for a loan or as security
for performance of any obligation or for any other purpose until after the
restrictions have lapsed as provided in Section 5.
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Further,
for a period of 12 months after the Vesting Date, Participant shall not
transfer, assign, sell, dispose of, pledge or hypothecate as collateral for a
loan or as security for performance of any obligation or for any other purpose
shares of Common Stock delivered to Participant upon the lapse of restrictions
on the Vesting Date. The parties agree that this restriction on
transfer of shares of Common Stock shall not restrict Participant’s ability to
elect to have the plan administrator retain shares for tax withholding purposes
as provided in Section 10.
16. Participant
Acknowledgment. By accepting this Award, the Participant
acknowledges receipt of a copy of the Plan, and acknowledges that all decisions,
determinations and interpretations of the plan administrator in respect of the
Plan and this Agreement shall be final and conclusive.
In
addition, the Participant expressly acknowledges that violation by the
Participant of Section 11 of this Agreement will obligate the Participant to pay
to the Company the Fair Market Value of Common Stock relative to the Units that
become vested pursuant to Section 5.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
first written above.
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THE
LACLEDE GROUP, INC.
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By:
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M.
D. Xxxxxxxxxx
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Title:
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Chief
Financial Officer
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Xxxxxxx
X. Xxxxxx
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