1994 LONG-TERM INCENTIVE
PLAN
FORM OF RESTRICTED STOCK
AGREEMENT
This Agreement is
made as of the ___ day of ___, (“Date of Award”)
between NiSource Inc. (the “Company”) and ___ (the
“Grantee”). In consideration of the agreements set
forth below, the Company and the Grantee agree as
follows:
1.
Grant . A restricted stock award (“Award”) of
___ shares (“Restricted Shares”) of the Company’s
common stock, without par value (“Common Stock”), will
be granted by the Company to the Grantee, subject to the following
terms and conditions, and to the provisions of the NiSource Inc.
1994 Long-Term Incentive Plan as amended and restated effective
January 1, 2005, and subsequently amended (the
“Plan”), the terms of which are incorporated by
reference herein. The number of Restricted Shares to be granted
pursuant to this Agreement shall be maintained as a bookkeeping
entry on the books of the Company until the Common Stock related to
the Restricted Shares is delivered. No funds shall be set aside or
earmarked for any Restricted Share. The right of the Grantee or his
or her beneficiary to receive a distribution hereunder shall be an
unsecured claim against the general assets of the Company, and
neither the Grantee nor his or her beneficiary shall have any
rights in or against any amounts credited to the books of the
Company or any other specific assets of the Company.
2.
Transfer Restrictions . None of the Restricted Shares shall
be sold, assigned, pledged or otherwise transferred, voluntarily or
involuntarily, by the Grantee prior to the lapse of restrictions or
pro rata distribution, as applicable, pursuant to Sections 3,
4, or 5 below, and until permitted pursuant to the terms of the
Plan.
3. Lapse
of Restrictions . Subject to sections 4 and 5, the restrictions
set forth in Section 2 shall lapse on January 31,
2011.
4.
Termination Due to Retirement, Death or Disability .
Notwithstanding Section 3, if, before January 31, 2011,
the Grantee terminates employment with the Company and its
affiliates (1) due to retirement, with having attained age 55 and
completed 10 Years of Service, or (2) due to death or
disability (as defined under Internal Revenue Code
Section 409A and the regulations promulgated thereunder
(“Code Section 409A”)), the restrictions set forth
in Section 2 of this Agreement shall lapse with respect to a
pro rata portion of such Restricted Shares on the date of
such termination of employment. Such pro rata lapse of the
restrictions shall be determined using a fraction, where the
numerator shall be the number of full or partial calendar months
elapsed between the Date of Award and the date the Grantee
terminates employment, and the denominator shall be the number of
full or partial calendar months elapsed between the Date of Award
and January 31, 2011. For purposes of this Agreement,
“Service” has the same meaning used in the NiSource
Inc. and Northern Indiana Public Service Company Pension Plan or
such other pension plan in which the Grantee is a
Participant.
5. Change
in Control . Notwithstanding the provisions of Section 3
and 4 above, in the event of a Change in Control of the Company, as
defined in the Plan, all restrictions applicable to the Restricted
Shares shall lapse on the fifth business day prior to the date such
Change in Control is consummated.
6.
Forfeiture . All of the Restricted Shares with respect to
which restrictions have not lapsed pursuant to Section 3 or 5,
or which are not subject to a pro rata distribution pursuant
to Section 4, shall be forfeited to the Company upon the
Grantee’s termination of employment with the Company and its
affiliates for any reason. Notwithstanding the preceding sentence,
all rights with respect to the Award, and all of the Restricted
Shares shall be forfeited to the Company upon the Grantee’s
involuntary termination of employment with the Company and its
affiliates for Cause. “Cause” means the Grantee’s
conviction for the commission of a felony, or the Grantee’s
fraud or dishonesty which has resulted or is likely to result in
material economic damage to the Company or any
affiliate.
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