DEFERRED RESTRICTED STOCK AGREEMENT NICOR INC. 1997 LONG-TERM INCENTIVE PLAN
Form
8-K
Exhibit
10.1
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 Xxxx X. Xxxxxxx (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 companies;
and
WHEREAS,
the Employee has been selected by the Compensation Committee of the Board of
Directors of the Company (the “Committee”) to receive an award of Restricted
Stock under the Plan, the delivery of which is deferred pursuant to Section
4.5
of the Plan and as provided herein;
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 the right to receive 11,550 shares of Stock (the “Deferred Restricted
Stock”) subject to vesting as provided in Paragraph 4, the delivery of which
shares of Stock is deferred pursuant to Section 4.5 of the Plan until the
earlier of:
(a) the
six-month anniversary following Employee’s Date of Termination for any reason
other than cause (as determined by the Committee) or death;
(b) the
Employee’s death; or
(c) upon
a
Change in Control.
2. Limit
on Alienation. Deferred Restricted Stock may not be sold, assigned,
transferred (except as permitted under Paragraph 7), pledged or otherwise
encumbered.
3. Dividend
Equivalents. The Employee shall be entitled to receive a cash payment equal
to the amount of dividends which otherwise would have been paid on the shares
of
Deferred Restricted Stock as if such shares were issued and outstanding (the
“Dividend Equivalents”) at the same time and manner as dividends are paid on
shares of Stock. Employee’s rights to Dividend Equivalents shall cease on the
earlier of (a) the date on which the Employee has forfeited the Deferred
Restricted Stock, or (b) the date the actual shares of Deferred Restricted
Stock
are delivered as provided in Paragraph 1.
4. Vesting.
The Employee shall vest in full in the Deferred Restricted Stock on the earlier
of (a) the fourth anniversary of the Agreement Date; (b) the date on which
a
Change in Control occurs; (c) the date of the Employee’s death; or (d) the date
on which the Employee becomes disabled. If the Employee’s employment with the
Company and all Related Companies terminates prior to vesting in the Deferred
Restricted Stock, he shall forfeit the Deferred Restricted Stock and his right
to receive the actual shares of Stock subject thereto.
5. Change
in Control. Notwithstanding anything in this Agreement or the Plan to the
contrary, for purposes of this Agreement the term “Change in Control” has the
meaning established in the Plan but with each reference to “20%” in such
definition replaced with a reference to “35%”.
6. 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 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.
7. Transferability.
Deferred 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 the
Deferred Restricted Stock awarded under this Agreement to be transferred by
Employee for no consideration to or for the benefit of the Employee’s immediate
family (including a trust for the benefit of the Employee’s immediate family or
to a partnership for members of the Employee’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.
8. Employment
and Shareholder Status. 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. Except
as
otherwise provided in this Agreement, Employee shall not be deemed to be a
holder of any shares of Stock pursuant to the Deferred Restricted Stock until
the date of the issuance of a certificate to him of the actual shares of Stock
subject to such Deferred Restricted Stock. Except for Dividend Equivalents,
Employee shall not have any rights to dividends or any other rights of a
shareholder with respect to the shares of Stock covered by the Deferred
Restricted Stock until such shares of Stock have been issued to
him.
9. Withholding.
The Company may require that the Employee pay to the Company, or the Company
may
otherwise withhold, at the time of delivery of the shares of Stock pursuant
to
the Deferred Restricted Stock, any such amount as is required by law or
regulation to be withheld for federal, state or local income tax or any other
taxes incurred by reason of such payment.
10. Unfunded
Promise. Employee’s right to receive payment of any amounts under this
Agreement shall be an unfunded entitlement and shall be an unsecured claim
against the general assets of the Company.
11. Adjustment
to Number of Shares Subject to Agreement. In the event of any change in the
outstanding shares of 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 shares
of
Deferred Restricted Stock and this Agreement may be equitably adjusted by the
Committee in its sole discretion to preserve the intent of this
Agreement.
12. 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.
13. 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.
14. 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.
15. 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.
/s/
XXXX X. XXXXXXX
Xxxx
X.
Xxxxxxx
By: /s/
XXXXXXX X. XXXXXXXXX
Xxxxxxx
X. Xxxxxxxxx
Senior
Vice President Human Resources and
Corporate
Communications
ATTEST:
/s/
XXXX XXXXXXX
Xxxx
Xxxxxxx
Assistant
Secretary
