AGL RESOURCES INC.
Exhibit
00.0.xx
RESTRICTED
STOCK UNIT AWARD NO. _____
2007
OMNIBUS PERFORMANCE INCENTIVE PLAN
This
Agreement between AGL Resources Inc. (the “Company”) and the Recipient sets
forth the terms of the Restricted Stock Units awarded under the above-named
Plan. Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the Plan.
Name of Recipient:
________________________
Date
of
Award:_________________ Number
of Restricted Stock Units:___________
Performance Measurement Period:
[insert] through [insert]
Performance Measure: The
performance measure for this Award relates to [insert], one of the performance
measures enumerated in Section 5.2 of the Plan.
Conversion to Restricted
Shares: Unless the Restricted Stock Units are forfeited prior to the RSU
Vesting Date (as defined below) in accordance with this Agreement, the
Restricted Stock Units shall convert to an equal number of shares of Restricted
Stock on the date that the Compensation and Management Development Committee
(the “Committee”) certifies that the Company's [insert performance measure]
[meets or exceeds] [insert]] (the “RSU Vesting Date”).
Vesting of Restricted Shares:
Shares of Restricted Stock shall be issued to you
within thirty (30) days following the RSU Vesting Date, but in no
event later than March 15 of the year following the year in which the RSU
Vesting Date occurred, and pursuant to the terms of the Plan. The
Restricted Shares shall become vested and non-forfeitable as follows:
[insert]
Restricted
Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated
or otherwise encumbered. These restrictions shall apply to all shares
of Common Stock or other securities issued with respect to Restricted Shares
hereunder in connection with any merger, reorganization, consolidation,
recapitalization, stock dividend or other change in corporate structure
affecting the Common Stock of the Company.
Forfeiture; Termination of
employment: If the Committee does not certify the attainment of the
performance criteria set forth above for any reason, then the Restricted Stock
Units under this Agreement shall be forfeited immediately.
In
addition, if you terminate employment for any reason, then all Restricted Stock
Units or shares of Restricted Stock that remain subject to restriction will be
forfeited as of the date of your termination of employment.
Change in Control:
Notwithstanding the vesting provision above, in the event of a Change in Control
of the Company, Restricted Stock Units shall convert to vested and
non-forfeitable shares of Common Stock if (a) they are not assumed or
substituted by the Surviving Entity, or (b) they are assumed or substituted by
the Surviving Entity, but within two years following the Change in Control your
employment is terminated without Cause or you resign for Good Reason (each, a
“Change in Control Related Vesting Date”). Restricted Stock Units
shall convert to vested and non-forfeitable shares of Common Stock within thirty
(30) days following the Change in Control Related Vesting Date, but no later
than March 15 of the year following the year in which the Change in Control
Related Vesting Date occurred. Such conversion and vesting will be
prorated on a daily basis based upon the length of time within the performance
measurement period that has elapsed prior to the date of the Change in Control
or termination of employment (as applicable). In addition, any shares
of Restricted Stock resulting from a conversion from Restricted Stock Units,
that occurred prior to the date of a Change in Control or a termination of
employment described above, shall become fully vested and nonforfeitable, upon
the occurrence of the Change in Control or termination of employment (as
applicable).
Shareholder rights: You will
have none of the rights of a shareholder with respect to the Restricted Stock
Units. Upon conversion of the Restricted Stock Units into shares of
Restricted Stock, you will have all of the rights of a shareholder, other than
dividend rights.
Transferability: You may not
transfer restricted shares still subject to restriction.
This
Agreement is subject to the terms and conditions of the Plan. [Moved from 1st
paragraph] Notwithstanding the foregoing, the last sentence of Section 10.3 of
the Plan shall not apply to the award evidenced by this Agreement. You have
received a copy of the Plan’s prospectus that includes a copy of the
Plan. By signing this agreement, you agree to the terms of the Plan
and this Agreement, which may be amended only upon a written agreement signed by
the Company and you.
This ____
day of __________, 20___
RECIPIENT:
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____________________________
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Xxxxxxx
X. Xxxxx, Senior Vice President
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