VECTREN CORPORATION AT RISK COMPENSATION PLAN RESTRICTED STOCK GRANT AGREEMENT (OFFICER)
Exhibit
99.1
VECTREN
CORPORATION
AT
RISK
COMPENSATION PLAN
(OFFICER)
Name
of
Grantee: _______________________ No.
of
Shares: ________
Date
of
Grant: January
1, 2007
_______________________
(“Grantee”) is hereby granted on January 1, 2006 (the “Grant Date”) under
Article VI of the Vectren Corporation At Risk Compensation Plan (the “Plan”) an
award of ______ restricted shares of common stock, without par value, of Vectren
Corporation (“Restricted Stock”) on the following terms and
conditions:
1. Restriction
on Transfer.
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(A)
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Restricted
Period.
Except as otherwise provided pursuant to or in accordance with the
terms
and provisions of this Agreement or the Plan, the shares of Restricted
Stock shall not be sold, exchanged, assigned, transferred or permitted
to
be transferred, voluntarily, involuntarily, or by operation of law,
delivered, encumbered, discounted, pledged, hypothecated, or otherwise
disposed of during the “Restricted Period,” which shall, with respect to
any share of Restricted Stock (“Share”), commence on the Grant Date and,
except as otherwise provided in this Agreement or the Plan, end on
December 31, 2010.
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(B)
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Lifting
of Restrictions.
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(i) Transfer/Forfeiture
Provisions.
The
Restricted Stock granted hereunder shall be subject to restrictions as to
transferability and shall also be subject to forfeiture provisions. Except
as
provided in this Agreement or the Plan, including Section 6.7 and Article X,
the
lifting of the transferability restrictions and the forfeitability provisions
shall be dependent on (1) the shareholder value performance (as measured by
total shareholder return or TSR) of the Shares during the TSR Measuring Period
(January 1, 2007 through December 31, 2009), (2) the earned return on equity
(XXX) of Vectren Corporation (Company) for the twelve months ended December
31,
2009 (the XXX Measuring Period) relative to the performance metrics established
by the Compensation and Benefits committee (Committee), and (3) the continued
employment of the Grantee until December 31, 2010.
(a)
Total
Shareholder Return.
Fifty
percent of the final award of the restricted stock shall be determined based
upon the Company’s TSR performance relative to the TSR of the companies within
the peer group established by the Committee in writing and delivered by the
Committee to the Grantee prior to March 31, 2007 and determined in accordance
with the rules established by the Committee, all of which are incorporated
herein by reference. In addition to the information that is incorporated herein
by reference, the TSR performance conditions will operate in the following
manner. For the TSR Measuring Period, the shareholder value performance of
the
Company shall be compared with the shareholder value performance of the group
of
comparable companies designated by the Committee. TSR performance shall be
determined separately for Company and for each company included as part of
the
group of comparable companies by dividing:
(i) the
difference between
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(A)
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the
sum of (A) the average for each peer group company of the monthly
averages
of the highest and lowest trading price of the common stock of such
company for the last twelve (12) months of the TSR Measuring Period,
and
(B) any dividends, cash or stock, paid per share with respect to
such
company's common stock during the TSR Measuring Period,
and
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(B)
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the
average for each peer group company of the monthly averages of the
highest
and lowest trading price of the common stock of such company for
the
twelve (12) months immediately preceding the TSR Measuring
Period,
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by
(ii) (B)
above; provided,
however,
that if
during the period in which shareholder value performance is determined, Company
or any of the comparable companies incurs a change in its outstanding shares
because of a stock dividend, stock split, merger, consolidation, stock rights
plan or exchange of shares or other similar corporate change, the Committee
shall appropriately modify the above shareholder value performance determination
to reflect such change in capitalization.
Pursuant
to the TSR Performance Schedule applicable to this Grant and established by
the
Committee, depending on how Company performs in relationship to the group of
comparable companies with respect to its TSR performance, fifty percent of
the
Grant will be subject to adjustment at the end of the Measuring
Period.
(b)
Earned
Return on Equity. Fifty
percent of the final award of the restricted stock shall be determined based
upon the Company’s earned XXX for the twelve months ended December 31, 2009
relative to the metrics established by the Committee in writing and delivered
by
the Committee to the Grantee prior to March 31, 2007 and determined in
accordance with the rules established by the Committee, all of which are
incorporated herein by reference.
In
accordance with the rules and the XXX metrics established by the Committee
and
applicable to this Grant, depending upon the Company’s earned XXX for the XXX
Measurement Period relative to the metrics, fifty percent of the Grant will
be
subject to adjustment at the end of the Measuring Period.
(ii) Lifting
of Restrictions.
The
restrictions applicable to the Shares held by the Grantee at the end of the
TSR
and XXX Measuring Periods (after the completion of the adjustments in the number
of Shares by reason of the computations called for by the (A) the Shareholder
Value Performance Schedule, and (B) the XXX metrics) shall be lifted in whole
as
of December 31, 2010; provided,
however,
that
except as provided in the Plan, which directs, under certain conditions, that
the restrictions shall be lifted earlier: (a) the restrictions shall be lifted
on December 31, 2010 only if the Grantee is still employed by a Participating
Company on that date, and (b) if the Grantee ceases to be employed by a
Participating Company before the restrictions lapse on any Shares held by him
or
her, the Shares still subject to restrictions shall be immediately forfeited.
(iv) Continued
Service As A Director.
If the
Grantee (a) whose employment is terminated with a Participating Company for
any
reason and (b) who is a director of Company immediately prior to the Grantee’s
termination of employment continues to serve Company as a director following
the
Grantee’s termination of employment, the Committee shall have the complete and
sole discretion to deem the Grantee’s employment with the Participating Company
as continuing for purposes of this Grant of Restricted Stock for all or a
portion of the period in which the Grantee continuously serves as a member
of
the Board.
(C) Disability
or Retirement.
Notwithstanding the terms of the Plan, in the event of the Grantee's Disability
or Retirement prior to the end of the Performance Period, the Committee may,
but
shall not be obligated to, permit the Grantee to receive the number of Shares,
if any, that the Grantee would otherwise be entitled to had the Grantee been
an
active employee at the end of the Performance Period (as adjusted or forfeited
based on the Performance Criteria) without any reduction for the time the
Grantee was not an active employee during the Performance Period.
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(D)
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Additional
Legend.
During the Restricted Period, shares shall be placed in a restricted
book
entry account on the books of the Transfer Agent or certificates
evidencing the Restricted Stock shall bear the following additional
legend:
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“These
shares have been issued pursuant to the Vectren Corporation At Risk Compensation
Plan (“Plan”) and are subject to forfeiture to Vectren Corporation in accordance
with the terms of the Plan and an Agreement between Vectren Corporation and
the
person in whose name the certificate is registered. These shares may not be
sold, pledged, exchanged, transferred, hypothecated or otherwise disposed of
except in accordance with the terms of the Plan and said
Agreement.”
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2.
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Capitalization
Changes.
Prior to the lifting of restrictions, in the event of a change in
the
Company’s outstanding shares by reason of a stock dividend, stock split,
merger, consolidation, stock rights plan or exchange of shares or
other
similar corporate change, the Committee shall make appropriate adjustments
in the amount of Restricted Stock granted
hereunder.
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3.
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Dividends.
Prior to the lifting of restrictions, the Grantee shall be entitled
to
receive all dividends on the Restricted Stock, which shall not be
refundable in the event the Grant is forfeited in whole or in
part.
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4.
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Investment
Representation.
By
executing this Agreement, Grantee represents that the Grant is being
held
in good faith for investment purposes only and not with a view to,
or for
sale in connection with, any distribution thereof, and that any shares
Grantee or Grantee’s legal representatives acquire pursuant to this award
will be acquired by them in good faith for investment purposes and
not
with a view to, or for sale in connection with, any distribution
thereof.
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5.
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Other
Legends.
Certificates evidencing shares issued pursuant to this Grant may
bear a
legend setting forth among other things such restrictions on the
disposition or transfer of the shares of Vectren as Vectren may deem
consistent with the above representations or appropriate to comply
with
federal and state securities laws.
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6.
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Continued
Employment.
Nothing in this Agreement shall restrict the right of Vectren to
terminate
Grantee’s employment or status as a consultant at any time with or without
cause.
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7.
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The
Plan.
This Grant is subject to all the terms, provisions and conditions
of the
Plan, which is incorporated herein by reference, including the defined
terms not otherwise defined herein, and to such regulations as may
from
time to time be adopted by the Committee. In the event of any conflict
between the provisions of the Plan and the provisions of this Agreement,
the terms, conditions and provisions of the Plan shall control, and
this
Agreement shall be deemed to be modified
accordingly.
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8.
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Withholding.
Vectren shall withhold all applicable taxes required by law from
all
amounts paid in satisfaction of the award. Grantee may satisfy the
withholding obligation by paying the amount of any taxes in immediately
available funds or, with the approval of the Committee, shares of
Vectren
common stock may be deducted from the payment. The amount of the
withholding and, if applicable, the number of shares to be deducted
shall
be determined by the Committee or its designee as of when the withholding
is required to be made, provided that the number of shares of Vectren
common stock so withheld shall not exceed the minimum required amount
of
such withholding.
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9.
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Other
Plans.
Grantee acknowledges that any income derived from the sale of the
Shares
will not affect the Grantee’s participation in, or benefits under, any
other benefit plan maintained by
Vectren.
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10.
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Notices.
All notices by the Grantee or his or her assigns to Vectren shall
be
addressed to Vectren Corporation, Xxx Xxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxx
00000, Attention: Corporate Secretary, or such other address as Vectren
may, from time to time, specify. All notices by Vectren to the Grantee
shall be addressed to the Grantee at their current work location
at
Vectren or, if they are no longer employed by Vectren, at the address
on
file for the Grantee with the Human Resources department of Vectren.
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VECTREN
CORPORATION
By: _____________________________
Accepted
as of the
date first above written
___________________________________,
Grantee
