AGL RESOURCES INC.
Exhibit 10.1.e
RESTRICTED
STOCK 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 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
Shares: _____________________
Restricted
Shares: “Restricted
Shares” means those shares
of Common Stock that are subject to the restrictions imposed hereunder which
restrictions have not then expired or terminated. 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.
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.
At
the
end of the Performance Measurement Period, the Restricted Shares will be
eligible for vesting, 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”). The last sentence of Section 10.3 of the Plan shall not
apply to the award evidenced by this Agreement.
Vesting: At
the end of the performance measurement period and upon certification of the
level of performance by the Committee (the “Certification Date”), the Restricted
Shares shall become vested and non-forfeitable as follows:
|
•
|
[insert]
of the shares of Restricted Stock shall vest as of
[insert].
|
Forfeiture;
Termination of employment: If the Committee does not
certify the attainment of the performance measure set forth above for any
reason, then the Restricted Shares shall be forfeited immediately.
In
addition, if you terminate employment for any reason prior to the time that
the
Restricted Shares become vested and non-forfeitable, then all Restricted Shares
will be forfeited as of the date of your termination of employment.
Change
in Control: Notwithstanding the above, in the event of a Change in
Control of the Company, Restricted Shares shall become vested and
non-forfeitable 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. Such 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 Change in Control or termination of employment (as applicable) and will
be based upon an assumed achievement of all relevant performance
goals.
Shareholder
rights: You shall have all of the rights of a shareholder with respect
to the Restricted Shares, 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 __________ , 2___
AGL
RESOURCES
INC. RECIPIENT:
Xxxxxxx
X. Xxxxx, Senior Vice
President _______________________________________________
