The Laclede Group Restricted Stock Award Agreement
Exhibit
10.8
The
Laclede Group
2006
Equity Incentive Plan
THIS AGREEMENT, made as of this 5th day of
November 2008, between The Laclede Group, Inc. (the “Company”) and «Name» (the
“Participant”).
Pursuant to the terms of the Company’s
2006 Equity Incentive Plan, as approved by shareholders in January 2006, (the
“Plan”), the Participant has been awarded shares of Restricted Stock conditioned
upon the execution and delivery by the Company and the Participant of this
Agreement setting forth the terms and conditions applicable to such
award.
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. Pursuant and subject to the terms and
conditions set forth herein and in the Plan, the Company awards to the
Participant, effective as of the Award Date, «Grant» («Spelled_Out») shares of
Common Stock of the Company, subject to the terms, conditions and restrictions
described in this Agreement and in the Plan (the “Restricted
Stock”).
2. Award
Date. The Award Date of the Restricted Stock awarded under
this Agreement is November 5, 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
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. Except as otherwise provided in this Agreement,
Participant shall forfeit, for no consideration, any and all right to the
Restricted Stock under this Award upon Participant’s termination of employment
with the Company and any of its subsidiaries for any reason prior to November 5,
2011 (“Vesting Date”).
5. Lapse of
Restrictions. The Participant accepts this Restricted Stock
Award and agrees that the restrictions relative to the Award shall lapse and all
Shares of Restricted Stock shall vest in Participant on the Vesting
Date.
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| Notwithstanding the foregoing, vesting shall be accelerated upon the following circumstances: | |
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(a)
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unless
the Administrator determines otherwise at a later date, if within two
years following a Change in Control the Participant’s employment is
terminated by the Company or a subsidiary of the Company without Cause (a
“Change in Control Termination”), the restrictions shall lapse as to all
Restricted Shares upon the earlier of the Vesting Date or the date of the
Change in Control Termination; or
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(b)
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if
a Participant leaves employment of the Company and its subsidiaries due to
mandatory retirement requirements prior to the Vesting Date, the
restrictions shall lapse as to such number of shares of Restricted Stock
determined by multiplying the total number of Restricted Shares subject to
this Award by a fraction the numerator of which is the number of full
months from the Award Date to the Participant’s mandatory retirement date
and the denominator of which is thirty-six
(36).
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6. Shareholder
Rights. Participant shall have all of the rights of a
shareholder of the Company with respect to shares of Restricted Stock, including
the right to vote and to receive dividends, but the Restricted Stock remains
subject to the non-transferability restrictions set forth in Section 8 of this
Agreement.
7. How Shares are
Held. The Restricted Stock shall be held by a Company
custodian until all of the restrictions have lapsed and all applicable terms and
conditions have been met. The Company shall cause the shares of
Restricted Stock to be issued without a restrictive legend when all restrictions
lapse as provided in Section 5.
8. Shares
Non-Transferable. The Restricted Stock 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.
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
and Tax Election. The Company shall not be obligated to
deliver any shares of Restricted Stock until Participant pays to the Company in
cash, or any other form of property acceptable to the Company, the amount
required to be withheld for any federal, state or local income, FICA or other
taxes of any kind with respect to such shares. The Participant may,
by notice to the Company, elect to have such withholding satisfied by a
reduction of the number of shares otherwise so deliverable, such reduction to be
calculated based on the Fair Market Value of the Common Stock on the date the
restrictions lapse as provided in Section 5. The value of shares
withheld will not exceed the minimum amount of tax required to be withheld by
law. The Company and its subsidiaries shall, to the extent permitted
by law, have the right to deduct such taxes, from any payment of any kind
otherwise due to Participant. Until the restrictions have lapsed as
provided in Section 5, any dividends paid relative to the Restricted Stock shall
be treated as compensation and subject to tax withholdings in accordance with
tax laws then in effect.
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The Participant may, but is not
required to, elect to apply the rules of Section 83(b) of the Internal Revenue
Code, as amended (“Code”) to the issuance of the shares of Restricted Stock that
is subject to a substantial risk of forfeiture. If the Participant
makes an affirmative election under Section 83(b) of the Code, the Participant
must file such election within 30 days after the date of this Agreement with the
Internal Revenue Service and notify the Company within 30 days after making such
election. The decision to make an affirmative election under Section
83(b) of the Internal Revenue Code depends upon a wide variety of facts and
circumstances and as such the Participant should consult his or her tax
advisor. The Company will not provide guidance to Participants on
determining if an affirmative election is appropriate.
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 Restricted Stock that vests under this
Award, if, during the period beginning on the date hereof and ending eighteen
months following the date the Participant’s employment with the Company and its
subsidiaries terminates provided that such termination is other than a Change in
Control Termination, the Participant: (1) discloses Confidential Information, as
defined below, to any person not employed by the Company or any of its
subsidiaries or not engaged to render services to the Company or any of its
subsidiaries; or (2) Solicits Employees, as defined below. Fair
Market Value shall be calculated on the date of the first violation of this
Section 11.
For purposes of this Section 11,
“Confidential Information” means information concerning the Company, its
subsidiaries and their 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 which 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.
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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.
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