Exhibit
10(m)12
ALLETE
2008 Form 10-K
ALLETE
EXECUTIVE
LONG-TERM INCENTIVE COMPENSATION PLAN
RESTRICTED
STOCK UNIT GRANT
Name
In
accordance with the terms of ALLETE’s Executive Long-Term
Incentive Compensation Plan (the "Plan"), as determined by and
through the Executive Compensation Committee of ALLETE’s
Board of Directors, ALLETE hereby grants to you (the "Participant")
Restricted Stock Units (“RSU’s”) as set forth
below, payable in the form of ALLETE Common Stock, subject to the
terms and conditions set forth in this Grant, including Annex A
hereto, and all documents incorporated herein by
reference:
Number
of Restricted Stock Units:
Date
of Grant:
Vesting
Period:
This
Grant is made in accordance with the Plan, which was approved by
ALLETE’s shareholders at the 2005 Annual Meeting.
Further
terms and conditions of the Grant are set forth in Annex A hereto,
which is an integral part of this Grant.
All
terms, provisions and conditions set forth in the Plan and not set
forth herein are incorporated by reference.
IN
WITNESS WHEREOF, ALLETE has caused this Grant to be executed by its
Chairman, President and Chief Executive Officer as of the date and
year first above written.
ALLETE
By:
Donald J. Shippar
Chairman, President and CEO
Attachment: Annex
A
ANNEX
A
TO
ALLETE
EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN
RESTRICTED
STOCK UNIT GRANT
The
grant of restricted stock units (each , a “RSU”) under
the ALLETE Executive Long-Term Incentive Compensation Plan (the
“Plan”), evidenced by the Grant to which this is
annexed, is subject to the following additional terms and
conditions:
1.
Form and Timing of Payment. Subject to the
provisions hereof, each RSU will be paid in the form of one share
of ALLETE common stock (each, a “Share”), plus accrued
dividend equivalents, which shares will be deposited into an
account for the Participant in the ALLETE Invest Direct
plan. Except as otherwise provided in sections 3 and 4,
below, payment will be made during the period ending sixty days
after the end of the vesting period; provided, however, the
Participant will not be permitted, directly or indirectly, to
designate the taxable year of the distribution. Payment
will be subject to withholding Shares equal in value to the
Participant’s income tax obligation.
2.
Dividend Equivalents . The Participant will receive Dividend
Equivalents in connection with the RSU’s
granted. Dividend Equivalents will be calculated and
credited to the Participant at the time the underlying RSU’s
are paid. Dividend Equivalents shall be in the form of
additional RSU’s, which shall be added to the number of
RSU’s subject to the grant, and which shall equal the number
of Shares (including fractional Shares) that could have been
purchased on the dividend payment dates based on the closing price
as reported in the consolidated transaction reporting system on
that date with cash dividends that would have been paid on the
RSU’s, if such RSU’s were Shares.
3.
Payment Upon Retirement, Death or Disability; Forfeiture Upon
Other Termination of Employment or Unsatisfactory Job
Performance .
3.1 Subject
to Section 3.4 below, if during the vesting period the Participant
(i) Retires, (ii) dies while employed by ALLETE or any Related
Company, or (iii) becomes Disabled, a portion of the unvested
RSU’s subject to the Grant will vest and be paid to the
Participant (or the Participant’s beneficiary or
estate) during the period ending sixty days after such
event; provided, however, the Participant will not be permitted,
directly or indirectly, to designate the taxable year of the
distribution. Payment pursuant to this Section 3.1 shall be
prorated, after giving effect to the accumulation of Dividend
Equivalents, based on the number of whole calendar months within
the vesting period that had elapsed as of the date of Retirement,
death or Disability in relation to the number of calendar months in
the vesting period. For purposes of this calculation, the
Participant will be credited with a whole month if the Participant
was employed on the 15 th
of the
month.
3.2 If
during the vesting period or prior to payment of all RSU’s
the Participant has a Separation from Service for any reason other
than those specified in Section 3.1 above, all unvested or unpaid
RSU’s subject to the Grant will be forfeited on the date of
such Separation from Service.
3.3 If
during the vesting period or prior to payment of all Shares the
Participant is demoted, or if ALLETE determines, in its sole
discretion, that the Participant’s job performance is
unsatisfactory, ALLETE may cancel or amend the Participant’s
grant relating to any unpaid RSU’s, resulting in the
forfeiture of some portion or all of the Participant’s unpaid
RSU’s.
3.4 Notwithstanding
anything herein to the contrary, if the Participant becomes
entitled to a payment of the RSU’s by reason of the
Participant’s Retirement and if the Participant is a
Specified Employee on the date of such Retirement, payment shall
not be made until the earlier of: (i) the expiration of the
six-month period beginning on the date of Participant’s
Retirement, or (ii) the date of the Participant’s
death. The payment to which a Specified Employee would
otherwise be entitled during this six-month period shall be paid,
together with dividend equivalents that have accrued during this
six-month delay, during the seventh month following the date of the
Participant’s Retirement, or, if earlier, the date of the
Participant’s death.
4.
Change in Control . Upon the occurrence of
a Change in Control, unless the Committee provides otherwise prior
to the Change in Control, outstanding unvested RSU’s shall
immediately vest and be payable to the Participant during the
period ending sixty days after the Change in Control; provided,
however, the Participant will not be permitted, directly or
indirectly, to designate the taxable year of the
distribution. Any payment on account of a Change in
Control will be prorated, after giving effect to the accumulation
of Divi
