RESTRICTED STOCK AGREEMENT NICOR INC. 1997 LONG-TERM INCENTIVE PLAN
Form
8-K
Exhibit
10.2
NICOR
INC. 1997 LONG-TERM INCENTIVE PLAN
THIS
AGREEMENT, entered into as of the 16th
day of
March, 2006 (the “Agreement Date”), by and between «First_Name» «Middle_Initial» «Last_Name»
(the
“Employee”), and Nicor Inc., an Illinois corporation (the
“Company”),
WITNESSETH
THAT:
WHEREAS,
the Company maintains the Nicor Inc. 1997 Long-Term Incentive Plan (the “Plan”),
which is incorporated into and forms a part of this Agreement, for the benefit
of key executive and management employees of the Company and any related
company; and
WHEREAS,
the Employee has been selected by the Compensation Committee of the Board of
Directors of the Company (the “Committee”) to receive a Restricted Stock award
under the Plan;
NOW,
THEREFORE, IT IS AGREED, by and between the Company and the Employee, as
follows:
1. Award.
Subject to the terms of this agreement and the Plan, the Employee is hereby
awarded «RS»
shares
of Stock (“Restricted Stock”).
2. Limit
on Alienation. Shares of Restricted Stock may not be sold, assigned,
transferred (except as defined in Paragraph 8), pledged or otherwise encumbered
during the Restricted Period (as defined in Paragraph 6).
3. Dividends.
The Employee shall not be prevented from receiving dividends paid on shares
of
Restricted Stock merely because those shares are subject to the restrictions
imposed by this Agreement and the Plan; provided, however, that no dividends
shall be payable to or for the benefit of the Employee with respect to record
dates for such dividends occurring on or after the date, if any, on which the
Employee has forfeited the Restricted Stock.
4. Deposit
of Shares of Restricted Stock. Each certificate issued in respect of shares
of Restricted Stock awarded under this Agreement shall be registered in the
name
of the Employee and shall in the discretion of the Committee be deposited in
a
bank or with such other depository or escrow as the Committee may
determine.
5. Transfer
and Forfeiture of Shares. Except as otherwise determined by the Committee in
its sole discretion, the Employee shall forfeit the portion of Restricted Stock
awarded under this Agreement as of the date, if any, on which the Employee’s
employment with the Company and all Related Companies terminates for any reason
prior to the end of the Restricted Period. If the Employee is continuously
employed during the period beginning on the Agreement Date, and ending on the
last day of the Restricted Period, then, at the end of the Restricted Period,
the shares of Restricted Stock shall be transferred to the Employee free of
all
restrictions.
6. Restricted
Period. For purposes of this Agreement, the “Restricted Period” is the
period beginning on the Agreement Date and ending on the fourth anniversary
of
the Agreement Date; provided, however, that the Committee may, in its
discretion, adjust the Restricted Period to account for individual circumstances
of the Employee or a group of employees, except that in no case shall such
adjustment by the Committee result in the Restricted Period being less than
one
year. Notwithstanding the foregoing provisions of this Paragraph 6, the
Restricted Period shall end not later than the earliest to occur of: (a) the
date on which a Change in Control occurs; (b) the date of the Employee’s death;
or (c) the date on which the Employee becomes disabled.
7. Heirs
and Successors. This Agreement shall be binding upon, and inure to the
benefit of, the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Company’s assets and business. Subject to the
terms of the Plan, any benefits payable to the Employee under this Agreement
that are not paid at the time of the Employee’s death shall be paid at the time
and in the form determined in accordance with the foregoing provisions of this
Agreement, to the beneficiary designated by the Employee in writing filed with
the Committee in such form and at such time as the Committee shall require.
If a
deceased Employee fails to designate a beneficiary, or if the designated
beneficiary of the deceased Employee dies before the Employee or before complete
payment of the amounts distributable under this Agreement, the Committee shall,
in its discretion, direct that amounts to be paid under this Agreement be paid
to:
(a) one
or
more of the Employee’s relatives by blood, adoption or marriage and in such
proportion as the Committee decides; or
(b) the
legal
representative or representatives of the estate of the last to die of the
Employee and his beneficiary.
8. Transferability.
Restricted Stock awarded under this Agreement is not transferable except as
designated by the Employee by will or by the laws of descent and distribution.
Notwithstanding the foregoing, the Committee may permit Restricted Stock awarded
under this Agreement to be transferred by a participant for no consideration
to
or for the benefit of the participant’s immediate family (including a trust for
the benefit of a participant’s immediate family or to a partnership for members
of a participant’s immediate family), subject to such limits as the Committee
may establish, and the transferee shall remain subject to all terms and
conditions applicable to such award prior to such transfer. Immediate family
is
defined as the participant’s spouse, children, stepchildren and adoptive
relationships.
9.
Employment.
This Agreement does not constitute a contract of employment, and does not confer
on the Employee the right to be retained in the employ of the Company or any
Related Company.
10. Adjustment
to Number of Shares Subject to Agreement. In the event of any change in the
outstanding shares of Company Stock by reason of any stock dividend, split,
spin-off, recapitalization, merger, consolidation, combination, exchange of
shares or other similar change, the terms of this Agreement and the number
of
Restricted Stock Shares subject to this Agreement may be equitably adjusted
by
the Committee in its sole discretion to preserve the intent of this
Agreement.
11. Definitions.
Except where the context clearly implies or indicates the contrary, a word,
term, or phrase used in the Plan is similarly used in this
Agreement.
12. Administration.
The authority to manage and control the operation and administration of this
Agreement shall be vested in the Committee, and the Committee shall have all
powers with respect to this Agreement as it has with respect to the Plan. Any
interpretation of the Agreement by the Committee and any decision made by it
with respect to the Agreement is final and binding on all persons.
13. Plan
Governs. Notwithstanding anything in this Agreement to the contrary, the
terms of this Agreement shall be subject to the terms of the Plan, a copy of
which may be obtained by the Employee from the office of the Secretary of the
Company.
14. Amendment.
This Agreement may be amended by written Agreement of the Employee and the
Company, without the consent of any other person.
IN
WITNESS WHEREOF, the Employee has hereunto set his hand, and the Company has
caused these presents to be executed in its name and on its behalf, and its
corporate seal to be affixed hereto, all as of the Agreement Date.
____________________________________
«First_Name» «Middle_Initial» «Last_Name»
By:_______________________________
Xxxx
Xxxxxxx
Chairman,
President and
Chief
Executive Officer
ATTEST:
_____________________
Assistant
Secretary
