Exhibit 10.9
The Laclede Group
2006 Equity Incentive
Plan
Performance Contingent
Restricted Stock Award Agreement
THIS AGREEMENT, made as of this 5th 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”), this Award allows the Participant
to earn up to «Grant__High_Performance» shares of
Common 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, a maximum of «Grant__High_Performance»
(«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 “Performance Contingent
Restricted Stock”). Of the Performance Contingent
Restricted Stock,
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«Grant__Target» shares
(“Performance Restricted Shares”) are issued on the
Award Date and Participant shall have all of the rights of a
shareholder of the Company with respect to such shares, including
the right to vote and to receive dividends, but such shares remain
subject to the performance contingencies in Section 5 and
non-transferability restrictions in Section 7 of this Agreement
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«Delta» shares (“Potential
Performance Restricted Shares”) represent shares, all or some
of which the Participant may earn if performance exceeds Target,
but as to which Participant shall have no rights of a
shareholder. Such rights shall only be obtained, if at
all, once performance during the Performance Period has exceeded
Target, the Board has certified to such attainment, and one or more
Potential Performance Restricted Shares are delivered to the
Participant.
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2.
Award Date . The Award Date of the
Performance Contingent 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 any
and all right to the Performance Contingent Restricted Stock upon
Participant’s termination of employment with the Company and
its subsidiaries for any reason prior to the end of the Performance
Period.
5.
Lapse of Restrictions . The Participant
accepts this Performance Contingent Restricted Stock Award and
agrees that the restrictions relative to such Award shall lapse
only following the conclusion of the Performance Period and only to
the extent that one or more of the Performance Contingencies set
forth in Appendix A have been met or exceeded. If
performance on neither Performance Contingency has been achieved at
or above Threshold, then all Performance Contingent Restricted
Stock is forfeited. If performance on one or more of the
Performance Contingencies has been achieved between the Threshold
and Target or Target and High Performance levels of performance,
the Administrator shall interpolate for performance between the
applicable levels and shall determine the number of shares of
Performance Contingent Restricted Stock as to which the
restrictions shall lapse. Because the Company cannot
issue fractional shares, the Administrator will round down to the
nearest whole number of shares of Performance Contingent Restricted
Stock in such interpolations.
The Award will be subject to forfeiture of up
to 25% of the shares earned based upon performance relative to the
Performance Contingencies, as determined by the Administrator in
its sole discretion, if the Company’s Total Shareholder
Return, as defined in Appendix A, for the Performance Period is
below the median relative to the defined comparator group
identified by the Administrator.
Vesting of any Performance Restricted Shares
as well as the issuance, if any, of Potential Performance
Restricted Shares under this Agreement shall occur on the business
day immediately following the date of the certification by the
Compensation Committee (“Certification Date”) of (a)
the satisfaction of one or more of the Performance Contingencies
and (b) the number of shares of Performance Contingent Restricted
Stock to be vested or issued; provided , that no
Performance Contingent Restricted Stock shall vest or be issued if
Participant is terminated with or without Cause or if the
Participant voluntarily terminates employment with the Company and
all of its subsidiaries prior to the Certification
Date. Any Potential Performance Restricted Shares that
the Committee certifies are earned will be issued and delivered to
the Participant in no event later than March 15 of the year
following the end of the Performance Period. Any
Performance Restricted Shares or Potential Performance Restricted
Shares as to which any or all of the respective Performance
Contingencies has not been satisfied shall be forfeited.
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Notwithstanding the foregoing,
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(i)
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In the event of a Change in Control, the
Performance Contingent Restricted Stock shall be deemed earned at
Target prorated based on the number of months in the Performance
Period to the date of the Change in Control and all restrictions as
to such number of shares shall lapse if :
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(a)
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the Award has not otherwise been forfeited
and
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(b)
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the successor or surviving corporation (or
parent thereof) does not assume this Award or replace it with a
comparable award, provided further that if the Award is assumed or
replaced, such assumed or replaced Award shall provide that the
restrictions shall lapse if Participant is involuntarily terminated
without Cause within 24 months of the Change in Control (a
“Change in Control Termination”);
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(ii)
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if a Participant leaves the employment of the
Company and its subsidiaries due to death, Disability or retirement
(including early retirement and disability retirement) prior to the
end of the Performance Period, the Participant will be eligible to
earn a prorated Award, as the Administrator may determine, based on
the number of full months as a Participant during the Performance
Period and will be eligible to receive the underlying shares if the
Performance Contingencies are satisfied and the restrictions lapse
as outlined above.
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6.
How Shares are Held. &nb
