Contract
Exhibit
99.1
SOUTHERN
UNION COMPANY SECOND AMENDED AND RESTATED
2003
STOCK AND INCENTIVE PLAN
This
Long
Term Incentive Award Agreement (this “Agreement”) is made as of December 28,
2006 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 following award of Other Equity-Based Rights
and
Non-Linked Stock Appreciation Rights to the Holder under and as defined in
the
Corporation’s Second 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.
| 1. |
The
Holder accepts all provisions of the Plan, a copy of which has been
delivered to the Holder.
|
| 2. |
The
Corporation has granted the Holder, subject to the conditions of
the Plan,
an Award of Other Equity-Based Rights equal to the value of xxxx
shares of
stock (the “Cash Restricted Units”). The Cash Restricted Units shall vest
in the Holder in installments, as set forth in the vesting schedule
below:
|
December
27, 2007 xxx
Cash
Restricted Units
December
27, 2008 xxx
Cash
Restricted Units
December
27, 2009 xxx
Cash
Restricted Units
Upon
vesting, the Holder shall be entitled to a cash payment in respect of each
Cash
Restricted Unit equal to the closing price of the Stock of the Corporation
as of
such date.
| 3. |
In
addition to the restrictions set forth in Article XIII of the Plan,
to the
extent not vested, the Cash Restricted Units will be forfeited immediately
if the Committee determines that the Holder has engaged in any conduct
or
act injurious, detrimental or prejudicial to any interest of the
Corporation.
|
| 4. |
Prior
to the date the Cash Restricted Units have vested pursuant to Paragraph
2,
the Cash Restricted Units are not transferable by the Holder, in
whole or
in part, without the Committee’s prior written
approval.
|
| 5. |
The
Corporation grants to the Holder, subject to the conditions of the
Plan,
Non-Linked Stock Appreciation Rights in respect of xxxx shares of
Stock of
the Corporation at a SAR Exercise Price of $xx.xx per share (the
“Stock
SARs”). The Stock SARs shall vest in the Holder in installments, as set
forth in the vesting schedule below:
|
December
27, 2007 xxx
Stock
SARs
December
27, 2008 xxx
Stock
SARs
December
27, 2009 xxx
Stock
SARs
Upon
exercise, the Holder shall be entitled to receive shares of Stock of the
Corporation in respect of each Stock SAR equal to the excess of the Fair
Market
Value of a share of Stock (as determined on the date of exercise) over the
SAR
Exercise Price.
| 6. |
No
Stock SARs covered by this Agreement may be exercised later than
December
27, 2016.
|
| 7. |
The
Stock SARs covered by this Agreement may be exercised nonsequentially
in
respect of any other Stock SARs granted under the Plan, whether now
in the
Holder’s possession or hereafter acquired.
|
| 8. |
The
Cash Restricted Unit Award and the Stock SARs are granted expressly
subject to the Change of Control provisions of Article XII of the
Plan.
|
| 9. |
Neither
this Agreement nor the Cash Restricted Unit Award or Stock SARs granted
hereby shall impose any obligation on the part of the Corporation,
its
divisions or any Subsidiary to continue the employment of the Holder
or
impose any obligation on the Holder to remain in the employ of the
Corporation or any Subsidiary. The Corporation and its Subsidiaries
reserve the right to terminate the employment of the Holder at any
time
and for any reason (including no reason).
|
The
undersigned parties have executed this Agreement as of the day and year first
above written.
SOUTHERN
UNION COMPANY
By:__________________________
Xxxx
X.
Xxxxx
Senior
Vice President, Human
Resources
and Administration
By
my
signature below I acknowledge receipt of this Award, which has been issued
to me
under the terms of the Plan. I further acknowledge receipt of a copy of the
Plan
and agree to conform to all of the terms and conditions of this Agreement
and
the Plan.
_____________________________
Name:
