Contract
Exhibit 10.3
SOUTHERN
UNION COMPANY AMENDED AND RESTATED 2003 STOCK AND INCENTIVE
PLAN
STOCK
OPTION AGREEMENT
This
Incentive Stock Option Agreement (this “Agreement”) is made and shall become
effective as of July 5, 2005 between Southern Union Company (the “Corporation”)
and the undersigned (the “Holder”). The Compensation Committee of the Board of
Directors of the Corporation has authorized the grant of the following Options
to the Holder under the Corporation’s Amended and Restated 2003 Stock and
Incentive Plan (the “Plan”), subject to the terms and provisions of the Plan and
the additional conditions set forth below. Terms used in this Agreement that are
defined in the Plan have the meanings assigned to them in the Plan.
The
Corporation and the Holder agree as follows:
1. The
Holder accepts all provisions of the Plan, a copy of which has been delivered to
the Holder.
2. The
Corporation grants to the Holder, subject to the conditions of the Plan, an
Incentive Option to purchase 100,000 shares of the Stock of the Corporation in
installments as set forth in paragraph 3 of this Agreement at an Exercise Price
equal to the closing price of the Corporation’s stock on July 5,
2005.
3. Options
covered by this Agreement shall become exercisable and may be exercised in
installments in accordance with the following schedule:
|
First
block
Second
block
Third
block
Fourth
block
Fifth
block |
20,000
20,000
20,000
20,000
20,000 |
shares
shares
shares
shares
shares |
|
July
5, 2006
July
5, 2007
July
5, 2008
July
5, 2009
July
5, 2010 |
4. No Option
covered by this Agreement may be exercised later than July 5, 2015.
5. The
Options covered by this Agreement may be exercised nonsequentially in respect of
any other Option granted under the Plan, whether now in the Holder’s possession
or hereafter acquired.
6.
In the
event that the Holder elects to satisfy the tax withholding obligation by having
the Corporation withhold shares of Stock upon the exercise of any Options
covered by this Agreement, the number of shares of Stock to be withheld shall be
based on the minimum estimated federal, state and local taxes payable by the
Holder as a result of the exercise of the Options.
7. Neither
this Agreement nor the Options granted hereby shall impose any obligation on the
part of the Company, its divisions or any subsidiary entity to continue the
employment of the Holder or impose any obligation on the Holder to remain in the
employ of the Company. The Company reserves the right to terminate the
employment of the Holder at any time and for any reason (including no
reason).
SOUTHERN
UNION COMPANY AMENDED AND RESTATED 2003 STOCK AND INCENTIVE
PLAN
STOCK
OPTION AGREEMENT
Page
Two
The
undersigned parties have executed this Agreement as of the day and year first
above written.
SOUTHERN UNION COMPANY
By:/s/
Xxxxxx X. Xxxxx
Title:
President
and COO
HOLDER
/s/
Xxxxx X. Xxxxxxx
Xxxxx X.
Xxxxxxx
