SOUTHERN UNION COMPANY AMENDED AND RESTATED 2003 STOCK AND INCENTIVE PLAN NONSTATUTORY OPTION AGREEMENT
Exhibit
99.2
SOUTHERN
UNION COMPANY AMENDED AND RESTATED 2003 STOCK AND INCENTIVE
PLAN
This
Nonstatutory Option Agreement (this “Agreement”) is made as of June 27, 2005
between Southern Union Company (the “Corporation”) and the undersigned (the
“Holder”). The Compensation Committee of the Board of Directors of the
Corporation has authorized the grant of the following Options to the Holder
under the Southern Union Company Amended and Restated 2003 Stock and Incentive
Plan (the “Plan”), subject to the terms and provisions of the Plan and the
additional conditions set forth below. Terms used in this Agreement that are
defined in the Plan have the meanings assigned to them in the Plan.
The
Corporation and the Holder agree as follows:
1. The
Holder accepts all provisions of the Plan, a copy of which has been delivered to
the Holder.
2. The
Corporation grants to the Holder, subject to the conditions of the Plan, a
Nonstatutory Option to purchase 250,000 shares of the Stock of the Corporation
at an Exercise Price of $24.80 per share.
3. All
Options covered by this Agreement shall become exercisable on the date hereof.
No Option covered by this Agreement may be exercised later than June 27,
2015.
4. The
Options covered by this Agreement may not be terminated pursuant to Section
13.2, 13.3 or 13.4 of the Plan.
5. The
Options covered by this Agreement may be exercised nonsequentially in respect of
any other Option granted under the Plan, whether now in the Holder’s possession
or hereafter acquired.
6. The
Holder may pay the Exercise Price of the Options covered by this Agreement in
shares of Stock that would otherwise be issuable upon exercise thereof in the
manner contemplated by Section 6.7(b) of the Plan.
7. In the
event that the Holder elects to satisfy the tax withholding obligation by having
the Corporation withhold shares of Stock upon the exercise of any Options
covered by this Agreement, the number of shares of Stock to be withheld shall be
based on the minimum estimated federal, state and local taxes payable by the
Holder as a result of the exercise of the Options.
SOUTHERN
UNION COMPANY AMENDED AND RESTATED 2003 STOCK AND INCENTIVE
PLAN
Page
Two
The
undersigned parties have executed this Agreement as of the day and year first
above written.
SOUTHERN UNION COMPANY
By:
/S/ XXXXX X. XXXXXX
Title:
Executive Vice President and Chief Financial Officer
/S/
XXXX X. XXXXXXXXXX
Xxxx X.
Xxxxxxxxxx
