Exhibit 10.4
Incentive Compensation Plan
Performance Share Award Agreement
Black Hills Corporation
____________________________________
(Performance Period ______________ - _______________)
Contents
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Article 1. Performance Period
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1
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Article 2. Value of Performance Shares
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1
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Article 3. Performance Shares and Achievement of Performance
Measure
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2
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Article 4. Termination Provisions
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3
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Article 5. Change in Control
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3
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Article 6. Dividends
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3
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Article 7. Form and Timing of Payment of Performance
Shares
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3
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Article 8. Nontransferability
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4
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Article 9. Administration
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4
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Article 10. Miscellaneous
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4
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Black Hills
Corporation
Omnibus Incentive Compensation Plan
Performance Share Award Agreement
You have been selected to be a
participant in the Black Hills Corporation Omnibus Incentive
Compensation Plan (the “Plan”), as specified
below:
Participant:
_____________________
Target
Performance Share Award: ______ shares
Performance
Period: _____________ to
_______________
Performance Measure: Total Shareholder Return
(“TSR”).
Peer
Index: S&P MID CAP UTILITY INDEX
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Alliant Energy
Corporation; DPL Inc.; Duquesne Light Holding Inc.; Great Plains
Energy Inc.; Hawaiian Electric Inds.; Idacorp Inc.; Northeast
Utilities; Nstar; OGE Energy Corporation; Pepco Holdings Inc.; PNM
Resources Inc.; Puget Energy Inc.; Wisconsin Energy Corp,; and WPS
Resources Corp.
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THIS
AGREEMENT (the “Agreement”) effective _______________,
represents the grant of Performance Shares by Black Hills
Corporation, a South Dakota corporation (the
“Company”), to the Participant named above, pursuant to
the provisions of the Plan.
The
Plan provides a complete description of the terms and conditions
governing the Performance Shares. 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.
All
capitalized terms shall have the meanings ascribed to them in the
Plan, unless specifically set forth otherwise herein.
The
parties hereto agree as follows:
Article 1.
Performance Period
The
Performance Period commences on ______________ and ends on
________________.
Article 2.
Value of Performance Shares
Each
Performance Share shall represent and have a value equal to one
share of common stock of the Company.
Notwithstanding
anything herein to the contrary, the Performance Shares shall have
no value whatsoever if the Ending Stock Price (as defined herein)
is not greater than Beginning Stock Price (as defined herein),
taking into account any adjustments made pursuant to Paragraph 4.3
of the Plan.
1
Article 3.
Performance Shares and Achievement of Performance
Measure
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(a)
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The number of Performance Shares
to be earned under this Agreement shall be based upon the
achievement of pre-established TSR performance goals as set by the
Compensation Committee of the Board of Directors (Committee) for
the Performance Period, based on the following chart:
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TSR Performance
Relative
to
Companies in Peer Index
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Payout
(% of Target)
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80th Percentile or Above
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175
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%
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70th
Percentile
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150
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%
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60th
Percentile
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125
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%
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50th
Percentile
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100
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%
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40th
Percentile
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50
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%
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30th Percentile
or Below
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0
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%
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Interpolation
shall be used to determine the percentile rank in the event the
Company’s Percentile Rank does not fall directly on one of
the ranks listed in the above chart.
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For this
purpose, Total Shareholder Return shall be determined as
follows:
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Total
Shareholder =
Change in Stock Price + Dividends Paid
Return
Beginning Stock Price
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Beginning Stock
Price shall mean the average closing price on the applicable stock
exchange of one share of stock for the twenty (20) trading days
immediately prior to the first day of the Performance Period;
Ending Stock Price shall mean the average closing price on the
applicable stock exchange of one share of stock for the twenty (20)
trading days immediately prior to the last day of the Performance
Period; Change in Stock Price shall mean the difference between the
Beginning Stock Price and the Ending Stock Price; and Dividends
Paid shall mean the total of all dividends paid on one (1) share of
stock during the Performance Period.
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Following the
Total Shareholder Return determination, the Company’s
Percentile Rank shall be determined as follows:
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Percentile Rank
shall be determined by listing from highest Total Shareholder
Return to lowest Total Shareholder Return each company in the Peer
Index (excluding
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