AGL RESOURCES INC.
Exhibit 10.1.g
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: At the end of the Performance Measurement Period,
the Restricted Stock Units shall convert to an equal number of shares of
Restricted Stock, provided, that, the Company's [insert performance
measure] [meets or exceeds] [insert]], as certified by the Compensation and
Management Development Committee of the Board of Directors of the Company (the
“Committee”). 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. The last sentence of Section 10.3 of the Plan shall
not apply to the award evidenced by this Agreement.
Vesting:
Such shares of Restricted Stock shall be issued to you within a
reasonable period of time, pursuant to the terms of the Plan and, upon issuance,
shall become vested and non-forfeitable as follows: [insert]
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. 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. 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___
AGL
RESOURCES
INC. RECIPIENT:
Xxxxxxx
X. Xxxxx, Senior Vice
President _____________________________________________
