Exhibit 10.1
Black Hills
CorporationStock
Option PlanOption
Award Agreement
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Participant:
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____________
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Date of Grant:
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____________
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Number of Shares Covered by this Option:
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____________
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Number of above Shares intended to be
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Incentive Stock
Options ("ISOs")
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within the
meaning of Internal Revenue
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Codess.
422:
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____________
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Number of above shares intended to be
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Nonqualified
Stock Options ("NQSOs"):
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____________
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Option Price for each Share:
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____________
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Date of Expiration:
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____________
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This document constitutes part of
the prospectus covering securities that have been registered under
the Securities Act of 1933.
THIS
AGREEMENT, effective as of the Date of Grant set forth above,
represents the grant of stock options by Black Hills Corporation, a
South Dakota corporation (the “Company”) to the
Participant named above, pursuant to the provisions of the Black
Hills Corporation Stock Option Plan
(“Plan”).
All
capitalized terms used herein shall have the meanings ascribed to
them in the Plan, unless specifically set forth otherwise
herein.
The
Plan provides a complete description of the terms and conditions
governing the Option. If there is any inconsistency between the
terms of this Agreement and the terms of the Plan, the Plan’s
terms shall completely supersede and replace the conflicting terms
of this Agreement. The parties hereto agree as follows:
1.
Grant of Stock Options . The Company hereby grants to the
Participant an Option to purchase the number of Shares set forth
above, at the stated Option Price, which is 100 percent (100%) of
the Fair Market Value of a Share on the Date of Grant, in the
manner and subject to the terms and conditions of the Plan and this
Agreement.
2.
Exercise of Stock Option . Except as hereinafter provided,
the Participant may exercise this Option at any time after the end
of one year following the Date of Grant as to those Shares which
have become vested according to the vesting schedule set forth
below, provided that no exercise may occur subsequent to the close
of business on the Date of Expiration (as defined on page 1 of this
Agreement).
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Date
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Shares for Which Option
Becomes Exercisable
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Cumulative
Number of Shares
Available for Purchase
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This
Option may be exercised in whole or in part, but not for less than
100 Shares at any one time, unless fewer than 100 Shares then
remain subject to the Option, and the Option is then being
exercised as to all such remaining Shares.
3. Termination of
Employment :
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(a)
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By death or
Disability : In the event
of termination of employment by reason of death or disability, all
Shares under this Option shall become immediately vested (100%) and
the Shares may be purchased under the terms of this Agreement until
the earlier of: (i) the expiration date of this Option; or (ii) the
first anniversary of the date of death or Disability.
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(b)
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By Retirement
: In the event of termination of
employment by reason of retirement, all Shares under this Option
shall become immediately vested (100%) and the Shares may be
purchased under the terms of this Agreement until the earlier of:
(i) the expiration date of this Option; or (ii) the third
anniversary date of Retirement.
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(c)
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For other reasons
: Shares which are vested as of the
date of termination of employment of the Participant for any reason
other than those reasons set forth in 3(a) or 3(b) above may be
purchased under the terms of this Agreement until the earlier of:
(i) the expiration date of this Option; or (ii) 90 days following
the date of termination of employment. Shares which are not vested
as of the date of termination shall immediately terminate, and
shall be forfeited to the Company.
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4. Change in
Control . In the event of a Change in Control, all Shares under
this Option shall become immediately vested (100%) and shall remain
exercisable for their entire term.
“Change
in Control” of the Company shall be deemed to have occurred
(as of a particular day, as specified by the Board) upon the
occurrence of any event described in this Section 4 as constituting
a Change in Control.
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(a)
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An acquisition (other than
directly from the Company) of any Shares of the Company by any
Person immediately after which such Person has Beneficial Ownership
of thirty percent (30%) or more of the Shares of the Company;
provided, however, in determining whether a Change in Control has
occurred, Shares which are acquired in a “Non-Control
Acquisition” (as hereinafter defined) shall not constitute an
acquisition which would cause a Change in Control. A
“Non-Control Acquisition” shall mean an acquisition by
(i) an employee benefit plan (or a trust forming a part thereof)
maintained by (A) the Company; or (B) a Subsidiary; (ii) the
Company or its Subsidiaries; or (iii) any Person in connection with
a “Non-Control Transaction” (as hereinafter
defined);
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(b)
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The individuals who, as of the
Effective Date hereof, are members of the Board (the
“Incumbent Board”), cease for any reason to constitute
at least two-thirds (2/3) of the members of the Board; provided,
however, that if the election, or nomination for election by the
Company’s common shareholders, of any new director was
approved by a vote of at least two-thirds (2/3) of the Incumbent
Board, such new director shall, for purposes of this Plan, be
considered as a member of the Incumbent Board; provided further,
however, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a
result of either an actual or threatened “Election
Contest” (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board (a
“Proxy Contest”) including by reason of any agreement
intended to avoid or settle any Election Contest or Proxy Contest;
or
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(c)
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Approval by shareholders of the
Company of:
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(i)
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A merger, consolidation, or
reorganization involving the Company, unless such merger,
consolidation, or reorganization is a “Non-Control
Transaction.” A “Non-Control Transaction” shall
mean a merger, consolidation, or reorganization of the Company
where:
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(A)
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the shareholders of the Company,
immediately before such merger, consolidation, or reorganization,
own directly or indirectly, immediately following such merger,
consolidation, or reorganization, at least seventy percent (70%) of
the combined voting power of the outstanding Voting Securities of
the corporation resulting from such merger or consolidation or
reorganization (the “Surviving Corporation”) in
substantially the same proportion as their ownership of the
Voting
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