EXHIBIT 10.2
NISOURCE INC. 1994 LONG-TERM INCENTIVE PLAN
AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2004
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
A nonqualified stock option ("Option") is hereby granted by
NiSource Inc., a Delaware
corporation ("Company"), to the employee
named below ("Optionee"),
for and with respect to common stock of the
Company, $.01 par value per
share ("Common Stock"), subject to the
following terms and
conditions:
1. Subject to
the provisions set forth herein and the terms and
conditions of the NiSource
Inc. 1994 Long-Term Incentive Plan, as
Amended and Restated
Effective January 1, 2004, and as further amended
effective January 1, 2005
("Plan"), the terms of which are hereby
incorporated by reference,
and in consideration of the agreements of
Optionee herein provided,
the Company hereby grants to Optionee an
Option to purchase from the
Company the number of shares of Common
Stock, at the purchase price
per share, and on the schedule, all as
set forth below.
At the time of
exercise of the Option, payment of
the purchase price must be
made in cash, or in any other medium of
payment set forth in the
Plan. Upon the
exercise of an Option, the
Officer Nomination and
Compensation Committee of the Board of
Directors of the Company
("Committee") shall have the right to require
Optionee to remit to the
Company, in any such manner or combination of
manners permitted under the
terms of the Plan, an amount sufficient to
satisfy all statutory
minimum federal, state and local withholding tax
requirements prior to the
delivery by the Company of any certificate
for shares of Common
Stock.
Name of Optionee:
Option Price Per Share: $
Number of Shares
Grant
Beginning of Expiration
Subject to Option
Date Exercise
Period
Date
-----------------
--------------- --------------- ---------------
January 3, 2005 January 3, 2006 January 3, 2015
2. The exercise
of the Stock Option is conditioned upon the
acceptance by Optionee of
the terms hereof as evidenced by Optionee's
execution of this Agreement
in the space provided therefor at the end
hereof and the return of an
executed copy to the Executive Vice
President Human Resources
and Communications of the Company no later
than _______________ ____,
2005.
3. If Optionee's
employment with the Company and all affiliates
is terminated for any
reason, the Option shall expire on the applicable
date set forth in the Plan,
except that if termination occurs for a
reason other than death,
disability or retirement, the Option shall
expire on the date 30 days
after the later to occur of January 3, 2006
and the date of termination.
During any period
following termination
and prior to expiration, the
Option may be exercised by Optionee with
respect to the same number
of shares of
