VECTREN CORPORATION AT RISK COMPENSATION PLAN STOCK UNIT AWARDS AWARD AGREEMENT (OFFICER)
EXHIBIT
10.1
VECTREN
CORPORATION
AT RISK
COMPENSATION PLAN
STOCK
UNIT AWARDS
AWARD
AGREEMENT
(OFFICER)
Name of
Grantee:_______________________No. of Units:________
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Date
of Grant:
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______________________________,
2009
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_______________________
(“Grantee”) is hereby granted on _____________________, 2009 (the “Grant Date)
under Section 7.4 of the Vectren Corporation At Risk Compensation Plan (the
“Plan”) a grant of ___ Stock Unit Awards on the following terms and
conditions:
1. Restriction.
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(A)
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Value of the Stock Unit
Award. Subject to approval by the Compensation and
Benefits committee (Committee) of the Board of Directors (Board) of
Vectren Corporation (Company), within sixty days after the lifting of the
restrictions, the Grantee shall be paid, for each Stock Unit Award, in
cash, the Fair Market Value of one share of Common Stock on the date the
restrictions lapse; provided, however, if the restrictions are being
lifted as of December 31, 2012 and the Grantee is not then in compliance
with the share ownership guidelines established by the Company’s Board, at
that time the value of each Stock Unit Award shall be paid to the Grantee
in one unrestricted share of the Company’s common stock. The determination
of compliance will be made by valuing the Grantee’s ownership interest by
averaging the high and low prices of a share of the Company’s common stock
during the preceding month of November and comparing the resulting amount
of ownership interest against the then applicable share ownership
guideline.
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(B)
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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 Stock Unit Awards 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 each Stock Unit Award commence on the Grant
Date and, except as otherwise provided in this Agreement or the Plan, end
on December 31, 2012.
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(i)
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Final Measurement of the Stock
Unit Award. Except as provided in this Agreement or the
Plan, including Section 7.4(b)(i) 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 underlying Stock during the TSR
Measuring Period (January 1, 2009 through December 31, 2011), (2) the
earned return on equity (XXX) of Vectren Corporation (Company) for the
twelve months ended December 31, 2011 (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, 2012.
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(a) Total Shareholder
Return. Fifty percent of the final amount of the Stock Unit
Award 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 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:
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(1)
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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
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(2)
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(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.
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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
Stock Unit Award will be subject to adjustment at the end of the TSR Measuring
Period.
(b) Earned Return on
Equity. Fifty percent of the final amount of the Stock Unit
Award shall be determined based upon the Company’s earned XXX for the twelve
months ended December 31, 2011 relative to the metrics established by the
Committee and determined in accordance with the rules established by the
Committee, all of which are incorporated herein by reference.
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(ii)
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Lifting of
Restrictions. The restrictions applicable to the Stock
Unit Awards held by the Grantee at the end of the TSR and XXX Measuring
Periods (after the completion of the adjustments in the number of Stock
Unit Awards by reason of the computations called for by the (A) the TSR
Performance Schedule, and (B) the XXX metrics) (January 1, 2009 through
December 31, 2011 is the “Performance Period”) shall be lifted in whole as
of December 31, 2012; 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, 2012 only if the Grantee is
still employed by a Participating Company on that date, and, subject to
the terms of this Agreement and the Plan, (b) if the Grantee ceases to be
employed by a Participating Company before the restrictions lapse on any
Stock Unit Awards held by him or her, the Stock Unit Awards still subject
to restrictions shall be immediately
forfeited.
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(iii)
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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 Stock
Unit Awards for all or a portion of the period in which the Grantee
continuously serves as a member of the
Board.
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(C)
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Disability, Death or
Retirement. In the event of the Grantee’s death,
Disability, or Retirement the following shall
apply:
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(i)
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If
such event occurs after the end of the Performance Period but before the
end of the Restriction Period, the restrictions on the Stock Unit Awards
shall be immediately removed;
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(ii)
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In
the event of the Grantee’s Disability or Retirement before the Performance
Period has ended, the restrictions on the Stock Unit Awards shall be
removed upon expiration of the Performance Period, and the number of Stock
Unit Awards the Grantee shall be entitled to, if any, shall equal
(i) the number of Stock Unit Awards, if any, the Grantee would
otherwise be entitled to had the individual been an active Participant at
the end of the Performance Period (i.e., as adjusted or forfeited based on
the Performance Criteria) multiplied by (ii) the portion of
Performance Period the Grantee was an active Participant
hereunder;
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(iii)
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In
the event of the Grantee’s death before the Performance Period has ended,
the restrictions on the Stock Unit Awards shall be removed upon the
Grantee’s date of death, and the number of Stock Unit Awards the Grantee
shall be entitled to, if any, shall equal the number of Stock Unit Awards
contingently granted hereunder without any further adjustment;
and
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(iv)
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Notwithstanding
the terms of the Plan and any other provision of this Agreement, 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 Stock Unit Awards,
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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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 number of Stock Unit Awards granted
hereunder.
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3.
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Dividends. Each
time a dividend is paid on the Company's common stock, the amount of the
dividend, multiplied by the number of Stock Unit Awards set forth herein,
as adjusted by the receipt of additional Stock Unit Awards under this
paragraph, shall be divided by the closing price of the Company’s common
stock on the dividend payment date and such resulting number shall be
added to the number of Stock Unit Awards granted to the Grantee under this
Agreement.
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4.
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Investment
Representation. By executing this Agreement, Grantee
represents that the Stock Unit Award 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 Stock Unit Award Grantee or
Xxxxxxx’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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Continued
Employment. Nothing in this Agreement shall restrict the
right of Vectren Corporation or its affiliates 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.
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9.
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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: _____________________________
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Its: A
Duly Authorized Signatory on behalf of the Compensation and
Benefits Committee
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Accepted
as of the date first above written
___________________________________,
Grantee
