EXHIBIT 10.2
NISOURCE INC. 1994 LONG-TERM INCENTIVE PLAN
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
A nonqualified stock option ("Option") is hereby granted by
NiSource Inc., a Delaware corporation ("Company"), to the employee
named below ("Optionee"), for and with respect to common stock of the
Company, $.01 par value per share ("Common Stock"), subject to the
following terms and conditions:
1. Subject to the provisions set forth herein and the terms and
conditions of the NiSource Inc. 1994 Long-Term Incentive Plan, as
Amended and Restated Effective January 1, 2004, and as further amended
effective January 1, 2005 ("Plan"), the terms of which are hereby
incorporated by reference, and in consideration of the agreements of
Optionee herein provided, the Company hereby grants to Optionee an
Option to purchase from the Company the number of shares of Common
Stock, at the purchase price per share, and on the schedule, all as
set forth below. At the time of exercise of the Option, payment of
the purchase price must be made in cash, or in any other medium of
payment set forth in the Plan. Upon the exercise of an Option, the
Officer Nomination and Compensation Committee of the Board of
Directors of the Company ("Committee") shall have the right to require
Optionee to remit to the Company, in any such manner or combination of
manners permitted under the terms of the Plan, an amount sufficient to
satisfy all statutory minimum federal, state and local withholding tax
requirements prior to the delivery by the Company of any certificate
for shares of Common Stock.
Name of Optionee:
Option Price Per Share: $
Number of Shares Grant Beginning of Expiration
Subject to Option Date Exercise Period Date
----------------- --------------- --------------- ---------------
January 3, 2005 January 3, 2006 January 3, 2015
2. The exercise of the Stock Option is conditioned upon the
acceptance by Optionee of the terms hereof as evidenced by Optionee's
execution of this Agreement in the space provided therefor at the end
hereof and the return of an executed copy to the Executive Vice
President Human Resources and Communications of the Company no later
than _______________ ____, 2005.
3. If Optionee's employment with the Company and all affiliates
is terminated for any reason, the Option shall expire on the applicable
date set forth in the Plan, except that if termination occurs for a
reason other than death, disability or retirement, the Option shall
expire on the date 30 days after the later to occur of January 3, 2006
and the date of termination. During any period following termination
and prior to expiration, the Option may be exercised by Optionee with
respect to the same number of shares of Common Stock, in the same
manner, and to the same extent as if Optionee had continued employment
during such period and the Option shall be canceled with respect to
all remaining shares of Common Stock; provided that in the event
Optionee shall die at a time when the Option, or a portion thereof,
is exercisable by Optionee, the Option shall be exercisable in whole
or in part prior to expiration by a legatee or legatees of the Option
under Optionee's will, or by Optionee's executors, personal
representatives, distributees or assignees, with respect to the number
of shares of Common Stock that Optionee could have purchased hereunder
on the date of Optionee's death and the Option shall be canceled with
respect to all remaining shares of Common Stock.
4. Written notice of an election to exercise any portion of the
Option, specifying the portion thereof being exercised and the
exercise date, shall be given by Optionee, or Optionee's personal
representative in the event of Optionee's death, (i) by delivering
such notice at the principal executive offices of the Company no later
than the exercise date, or (ii) by mailing such notice, postage
prepaid, addressed to the Executive Vice President Human Resources and
Communications of the Company at the principal executive offices of
the Company at least three business days prior to the exercise date.
5. The Option may be exercised only by Optionee during
Optionee's lifetime and may not be transferred other than by will or
the applicable laws of descent or distribution. The Option shall not
otherwise be transferred, assigned, pledged or hypothecated for any
purpose whatsoever and is not subject, in whole or in part, to
execution, attachment, or similar process. Any attempted assignment,
transfer, pledge or hypothecation or other disposition of the Option,
other than in accordance with the terms set forth herein, shall be
void and of no effect. Notwithstanding the foregoing, the Option may
be assigned to Optionee's spouse or lineal descendent, to the trustee
of a trust for the primary benefit of Optionee's spouse or lineal
descendent or to a tax-exempt organization as described in
Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
Such assignee shall be subject to all of the terms and provisions of
the Plan and of this Agreement. Any such assignment will be permitted
only if (a) Optionee does not receive any consideration for the
assignment; and (b) the assignment is expressly approved by the
Committee or its delegate. Any such assignment shall be evidenced by
an appropriate written document executed by Optionee, and a copy
thereof shall be delivered to the Committee or its delegate on or
prior to the effective date of the assignment.
6. Neither Optionee nor any other person entitled to exercise
the Option under the terms hereof shall be, or have any of the rights
or privileges of, a shareholder of the Company in respect of any of
the shares of Common Stock issuable on exercise of the Option, unless
and until the purchase price for such shares shall have been paid in
full.
7. In the event the Option shall be exercised in whole, this
Agreement shall be surrendered to the Company for cancellation. In
the event the Option shall be exercised in part, or a change in the
number or designation of the Common Stock shall be made, this
Agreement shall be delivered by Optionee to the Company for the
purpose of making appropriate notation thereon, or of otherwise
reflecting, in such manner as the Company shall determine, the partial
exercise or the change in the number or designation of the Common
Stock.
8. The Option shall be exercised in accordance with such
administrative regulations as the Committee shall from time to time
adopt.
9. The Option and this Agreement shall be construed,
administered and governed in all respects under and by the laws of the
State of Indiana.
NiSource Inc.
By:
----------------------------
S. XxXxxxx Xxxxxxxxx
Executive Vice President
Human Resources and Communications
The undersigned hereby accepts the foregoing Option and the terms
and conditions hereof.
---------------------------------
Optionee
