RESTRICTED STOCK UNIT AWARD AGREEMENT
Exhibit 10.19
This Agreement made as
of by and
between NiSource Inc., a Delaware corporation (“NiSource”),
and (“Director”).
Whereas, Director is a nonemployee Director of NiSource and is designated as a Participant in
the NiSource Nonemployee Director Stock Incentive Plan (“Plan”), and is entitled to a grant of
restricted stock units related to common shares $.01 par value of NiSource (“Restricted Stock
Units”):
1. Grant of Restricted Stock Units. Subject to the provisions set forth herein and
the terms and conditions of the Plan, the terms of which are hereby incorporated by reference,
NiSource hereby grants to Director Restricted Stock Units.
2. Vesting. The Restricted Stock Units shall be subject to vesting as provided in
Section 6.9 of the Plan. In the event the Director ceases to be a director of NiSource prior to
full vesting of the Restricted Stock Units, the Director’s right to the Restricted Stock Units
shall be governed by Section 6.9 of the Plan.
3. Stock Ownership Rights and Dividends. During the period of restriction, Director
shall not be entitled to all voting and other stock ownership rights with respect to the Restricted
Stock Units. Notwithstanding the preceding sentence, all dividends or other distributions declared
and paid with respect to the Restricted Stock Units shall be credited to the Director’s Restricted
Stock Unit Account, and shall be fully vested and granted pursuant to Section 6.11.
4. Restriction on Disposition. Director acknowledges that the Restricted Stock Units
may not be transferred except in accordance with the provisions of Section 6.9 of the Plan.
5. Conflicts. In the event of conflicts between this Agreement and the Plan, the
terms of the Plan shall govern.
6. Binding Effect. This Agreement shall inure to the benefit and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors and assigns.
7. Governing Law. This Agreement shall be construed under the laws of the State of
Indiana.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day
and year first above written.
NiSource Inc.
By
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