Black
Hills Corporation
2005
Omnibus Incentive Plan
Restricted Stock Award
Agreement
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 under the Plan and set forth
all of the conditions and limitations affecting such rights. Terms
used in this Agreement that are defined in the Plan shall have the
meanings ascribed to them in the Plan. 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.
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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Shares
Date
_____________________________
_____________________________
_____________________________
_____________________________
_____________________________
_____________________________
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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 (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,
Disability, Retirement, and Vesting in
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Connection with a Change in
Control . In the
event the Participant’s employment is terminated by reason of
Death, Disability, Retirement, 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 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) Individuals who, as of December
31, 2004 are members of the Board (the "Incumbent Board"), cease
for any reason to constitute at least a majority 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 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;
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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 t
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