Exhibit 10.8
The Laclede Group
2006 Equity Incentive
Plan
Restricted Stock Award Agreement
THIS AGREEMENT, made as of this 5
th day of November
2008, between The Laclede Group, Inc. (the “Company”)
and «Name» (the “Participant”).
Pursuant to the terms of the Company’s
2006 Equity Incentive Plan, as approved by shareholders in January
2006, (the “Plan”), the Participant has been awarded
shares of Restricted Stock conditioned upon the execution and
delivery by the Company and the Participant of this Agreement
setting forth the terms and conditions applicable to such
award.
NOW, THEREFORE, in consideration of the mutual
covenants set forth in this Agreement, the parties hereto hereby
agree as follows:
1.
Award of Restricted Stock . Pursuant and
subject to the terms and conditions set forth herein and in the
Plan, the Company awards to the Participant, effective as of the
Award Date, «Grant» («Spelled_Out») shares
of Common Stock of the Company, subject to the terms, conditions
and restrictions described in this Agreement and in the Plan (the
“Restricted Stock”).
2.
Award Date . The Award Date of the
Restricted Stock awarded under this Agreement is November 5,
2008.
3.
Incorporation of Plan . All terms,
conditions and restrictions of the Plan are incorporated herein and
made part hereof as if stated herein. If there is any
conflict between the terms and conditions of the Plan and this
Agreement, the terms and conditions of the Plan, as interpreted by
the Administrator, shall govern. All capitalized terms
used herein, but not otherwise defined, shall have the meaning
given to such terms in the Plan.
4.
Restrictions and Conditions . Except as
otherwise provided in this Agreement, Participant shall forfeit,
for no consideration, any and all right to the Restricted Stock
under this Award upon Participant’s termination of employment
with the Company and any of its subsidiaries for any reason prior
to November 5, 2011 (“Vesting Date”).
5.
Lapse of Restrictions . The Participant
accepts this Restricted Stock Award and agrees that the
restrictions relative to the Award shall lapse and all Shares of
Restricted Stock shall vest in Participant on the Vesting Date.
|
|
Notwithstanding the foregoing, vesting shall
be accelerated upon the following circumstances:
|
|
|
unless the Administrator determines otherwise
at a later date, if within two years following a Change in Control
the Participant’s employment is terminated by the Company or
a subsidiary of the Company without Cause (a “Change in
Control Termination”), the restrictions shall lapse as to all
Restricted Shares upon the earlier of the Vesting Date or the date
of the Change in Control Termination; or
|
|
|
if a Participant leaves employment of the
Company and its subsidiaries due to mandatory retirement
requirements prior to the Vesting Date, the restrictions shall
lapse as to such number of shares of Restricted Stock determined by
multiplying the total number of Restricted Shares subject to this
Award by a fraction the numerator of which is the number of full
months from the Award Date to the Participant’s mandatory
retirement date and the denominator of which is thirty-six
(36).
|
6.
Shareholder Rights . Participant shall
have all of the rights of a shareholder of the Company with respect
to shares of Restricted Stock, including the right to vote and to
receive dividends, but the Restricted Stock remains subject to the
non-transferability restrictions set forth in Section 8 of this
Agreement.
7.
How Shares are Held. The Restricted Stock
shall be held by a Company custodian until all of the restrictions
have lapsed and all applicable terms and conditions have been
met. The Company shall cause the shares of Restricted
Stock to be issued without a restrictive legend when all
restrictions lapse as provided in Section 5.
8.
Shares Non-Transferable . The Restricted
Stock shall not be transferable by P
