Exhibit 10.15
Black Hills Corporation
2005 Omnibus Incentive Plan
Restricted Stock Award Agreement
(Effective for Awards granted on or after
January 1, 2009)
Dear ________________________:
Congratulations on your selection as a
Participant of Black Hills Corporation 2005 Omnibus Incentive Plan
(the “Plan”). This Agreement and the Plan together
govern your rights to the award and set forth all of the conditions
and limitations affecting such rights. All capitalized terms shall
have the meanings ascribed to them in the Plan unless specifically
set forth otherwise herein. If there is any inconsistency between
the terms of this Agreement and the terms of the Plan, the
Plan’s terms shall supersede and replace the conflicting
terms of this Agreement. By signing below, you agree to be bound by
all the provisions of the Plan and this Agreement.
Overview of Your
Award
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1.
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Number of Restricted Shares Granted.
__________________________
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2.
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Date of Grant. __________________________
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3.
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Date of Lapse of Restrictions
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_____________________________
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_____________
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_____________________________
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_____________
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_____________________________
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_____________
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4.
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Employment by the Company
. This Restricted Stock is awarded
on the condition that the Participant remain in the employ of Black
Hills Corporation and its Affiliates (the “Company”)
from the Date of Grant through (and including) the Dates of Lapse
of Restrictions. The Award of this Restricted Stock, however, shall
not impose upon the Company any obligations to retain the
Participant in its employ for any given period or upon any specific
terms of employment.
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5.
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Certificate Legend . Shares of Restricted Stock granted pursuant to
the Plan shall be held by the Company in book entry form and shall
be designated to have the following legend:
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“The sale or other transfer of
the shares of stock represented by this certificate, whether
voluntary, involuntary, or by operation of law, is subject to
certain restrictions on transfer set forth in the Black Hills
Corporation 2005 Omnibus Incentive Plan and in a Restricted Stock
Award Agreement. A copy of the Plan
and such Restricted Stock Agreement
may be obtained from the Secretary of Black Hills
Corporation.”
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6.
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Removal of Restrictions . Except as otherwise provided in the Plan, each
of the Shares of Restricted Stock granted under this Agreement
shall become freely transferable by the Participant on each of the
“Dates of Lapse of Restrictions” set forth on Paragraph
3 herein.
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Once the shares are released from
the restrictions, the Participant shall be entitled to receive
certificates representing the Shares of stock which have been
vested, without the restrictive legend required by Paragraph 5 of
this Agreement.
Notwithstanding the terms of this
Agreement, no stock shall be issued by the Corporation while its
stock transfer books are closed.
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7.
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Voting Rights and Dividends
. During the Period of Restriction,
the Participant may exercise full voting rights and is entitled to
receive all dividends and other distributions paid with respect to
the Shares of Restricted Stock while they are held. If any such
dividends or distributions are paid in shares of Common Stock of
the Company, the Shares shall be subject to the same restrictions
on transferability as the Shares of Restricted Stock with respect
to which they were paid.
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8.
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Termination of Employment By Reasons of Death or
Disability, and Vesting in Connection with a Change in
Control . In the event
the Participant’s employment is terminated by reason of Death
or Disability, or in the event of a Change in Control prior to the
Dates of Lapse of Restrictions, all Shares of Restricted Stock then
outstanding shall immediately vest one hundred percent (100%), and
as soon as is administratively practicable, the stock certificates
representing the Shares of Restricted Stock without any
restrictions or legend thereon, shall be delivered to the
Participant’s beneficiary or estate.
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"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 of the following
events:
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(a)
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The acquisition in a transaction or series of
transactions within a 12 month period by any Person of Beneficial
Ownership of thirty percent (30%) or more of the combined voting
power of the then outstanding shares of common stock of the
Company; provided, however, that for purposes of this Agreement,
the following acquisitions will not constitute a Change in Control:
(A) any acquisition by the Company; (B) any acquisition of
common stock of the Company by an underwriter holding securities of
the Company in connection with a public offering thereof; and (C)
any acquisition by any Person pursuant to a transaction which
complies with subsections (c) (i), (ii) and (iii),
below;
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(b)
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Individuals who, as of December 31, 2007 are
members of the Board (the "Incumbent Board"), cease for any reason
to constitute at least a majority of the members of the Board
within a 12 month period; 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 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
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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;
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(c)
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Consummation, following shareholder approval, of
a reorganization, merger, or consolidation of the Company and/or
its subsidiaries, or a sale or other disposition (whether by sale,
taxable or non-taxable exchange, formation of a joint venture or
otherwise) of fifty percent (50%) or more of the assets of the
Company and/or its subsidiaries (each a “Business
Combination”), unless, in each case, immediately following
such Business Combination, (i) all or substantially all of the
individuals and entities who were beneficial owners of shares of
the common stock of the Company immediately prior to such Business
Combination beneficially own, directly or indirectly, more that
fifty percent (50%) of the combined voting power of the then
outstanding shares of the entity resulting from the Business
Combination or any direct or indirect parent corporation thereof
(including, without limitation, an entity which as a result of such
transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one (1) or more
subsidiaries)(the “Successor Entity”); (ii) no Person
(excluding any Successor entity or any employee benefit plan or
related trust, of the Company or such Successor Entity) owns,
directly or indirectly, thirty percent (30%) or more of the
combined voting power of the then outstanding shares of common
stock of the Successor Entity, except to the extent that such
ownership existed prior to such Business Combination; and (iii) at
least a majority of the members of the Board of Directors of the
entity resulting from such Business Combination or any direct or
indirect parent corporation thereof were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such Business Combination;
or
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(d)
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Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company, except pursuant
to a Business Combination that complies with subsections (c) (i),
(ii), and (iii) above.
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(e)
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A Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the then
outstanding Common Stock as a result of the acquisition of Common
Stock by the Company which, by reducing the number of shares of
Common Stock then outstanding, increases the proportional number of
shares Beneficially Owned by the Subject Persons, provided that if
a Change in Control would occur (but for the operation of this
sentence) as a result of the acquisition of Common Stock by the
Company, and after such stock acquisition by the Company, the
Subject Person becomes the Beneficial Owner of any additional
Common Stock which increases the percentage of the then outstanding
Common Stock Beneficially Owned by the Subject Person, then a
Change in Control shall occur.
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(f)
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A Change in Control shall not be deemed to occur
unless and until all regulatory approvals required in order to
effectuate a Change in Control of the Company have been obtained
and the transaction constituting the Change in Control has been
consummated.
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9.
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Beneficiary Designation . The Participant may, from time to time, name
any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under this Agreement
is
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