AGL RESOURCES INC. 2007 OMNIBUS PERFORMANCE INCENTIVE PLAN STOCK APPRECIATION RIGHTS AGREEMENT
Exhibit 10.1.h
AGL
RESOURCES INC. 2007 OMNIBUS PERFORMANCE INCENTIVE PLAN
This
Agreement between AGL Resources Inc. (the “Company”) and the Recipient sets
forth the terms of a stock appreciation rights (SARs) award granted 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: _________________________________ SARs
No.
Date
of
Grant: _________________________________ Number
of SARs:
Base
Price: $___________ per share (no less than the Fair Market
Value on date of grant)
Benefit: Upon
the exercise of the SAR, the Recipient will receive an amount, payable in shares
of our common stock, equal to the difference between the Fair Market Value
of
one share of our common stock on the date of exercise less the Base Price of
the
SAR, multiplied by the number of shares covered by the SAR.
Exercisability: The
SARs shall first become exercisable as follows:
________
percent of SARs vested and
exercisable on each anniversary of the date of grant; and
Other: _______________________________________________________________________________________
Termination
of Employment: If you terminate employment by reason of your death,
Disability or Retirement, then upon such termination the SARs shall vest and
become exercisable with respect to that number of shares originally scheduled
to
vest and become exercisable within twelve (12) months following such
termination. Any remaining portion of the SARs that was not vested
and exercisable upon such termination of employment shall be forfeited as of
the
date of such termination.
If
you
terminate employment for any other reason, then any portion of the SARs that
was
not vested and exercisable immediately before your termination of employment
shall be forfeited as of the date of such termination.
Change
in Control: Notwithstanding the above, in the event of a Change in
Control of the Company, the SARs shall become fully vested and exercisable
pursuant to Section 10.2 of the Plan, 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.
Term
of Exercisability: Once all or a part of the SARs becomes
exercisable, they shall remain exercisable until the earliest of:
|
|
The
one-year anniversary of your termination of employment due to death,
Disability or Retirement
|
|
|
The
date of your termination of employment for any reason other than
death,
Disability or Retirement, or termination by the Company without
Cause
|
|
|
the
date that is sixty (60) days following the date of your termination
of
employment by the Company without Cause or, if within two years of
a
Change in Control, your resignation for Good
Reason
|
|
|
The
date that is [ten (10)] years from the date of
grant
|
|
|
Other: _______________________________________________________________________________________
|
Transferability: You
may transfer the SARs only by will or by the laws of descent and
distribution.
This
Agreement is subject to the terms and conditions of the Plan. 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 __________, 2_______.
AGL
RESOURCES
INC. RECIPIENT:
By:
Xxxxxxx X. Xxxxx, Senior Vice
President _________________________________________________
