Nicor Inc.
Exhibit 10.08
Form 8-K
NICOR INC. 2006 LONG TERM
INCENTIVE PLAN
FIRST AMENDMENT TO
PERFORMANCE CASH UNIT
AGREEMENT
This Amendment
(the “Amendment”) to that certain Performance Cash Unit
Agreement (the “Agreement”) between Nicor Inc., an
Illinois corporation (the “Company”) and Rick Murrell
(the “Employee”) dated as of March 27, 2008 (the
“Agreement Date”) is effective as of this July 23, 2009
(the “Amendment Date”), by and among the Company and
the Employee. Except as set forth in the Amendment,
capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Agreement.
WITNESSETH
WHEREAS, the
Company maintains the Nicor Inc. 2006 Long Term Incentive Plan, as
amended (the “Plan”), which is incorporated into and
forms a part of this Amendment, for the benefit of key executive
and management employees of the Company and any Related
Company;
WHEREAS, the
Employee had been selected by the Committee to receive an award of
Performance Cash Units pursuant to the Plan, such award evidenced
by the Agreement;
WHEREAS, the
Employee and the Company desire to amend the terms of the Agreement
as set forth in this Amendment.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Employee and the Company
(collectively the “Parties”) hereby agree as of the
Amendment Date to the following:
1. Amendment to
Paragraph 1 of the Agreement . Effective as of the
Amendment Date, Paragraph 1 of the Agreement is hereby amended and
restated in its entirety as follows:
“1.
Award . Subject to the terms of the Agreement and
the Plan, the Employee was originally awarded 49,900 Performance
Cash Units and the Employee is hereby awarded an additional 4,990
Performance Cash Units, for a total award of 54,890 Performance
Cash Units.”
2. Amendment to
Paragraph 3 of the Agreement . Effective as of the
Amendment Date, Paragraph 3 of the Agreement is hereby amended by
adding the following sentence at the end thereof:
“Notwithstanding the foregoing, (i) with
respect to Performance Cash Units that vest pursuant to paragraph
7(b) below, amounts due under paragraph 2 with respect to such
vested Performance Cash Units will be paid in a lump sum as soon as
practicable following the Employee’s death or Disability, as
applicable, but in no event later than March 15 of the calendar
year following the calendar year in which the Employee dies or
becomes Disabled and (ii) any amounts with respect to Performance
Cash Units that the Committee determines in its discretion to vest
will be paid in a lump sum no later than March 15 of the calendar
year following the calendar year in which the Committee makes such
determination.”
3. Amendment
to Paragraph 6 of the Agreement . Effective as of
the Amendment Date, Paragraph 6 of the Agreement is hereby amended
and restated in it
