Exhibit 10.21
FIRST AMENDMENT
TO THE
XCEL ENERGY INC.
EXECUTIVE ANNUAL INCENTIVE AWARD
PLAN
(Effective MAY 25,
2005)
WHEREAS, pursuant to a resolution adopted by the Board of
Directors of Xcel Energy Inc. on December 10, 2008, upon
recommendation of the Governance, Compensation and Nominating (the
“GCN”) Committee, that the Xcel Energy Inc. Executive
Annual Incentive Award Plan be amended to bring such plan in
compliance with requirements under Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”);
and
WHEREAS, such resolution provided that the Board
authorizes certain officers of the Company to re-submit the Plan to
the GCN Committee as necessary to keep such Plan in compliance with
409A following the release of regulations under Section 409A;
and
WHEREAS, it has become necessary to amend the Plan with
this First Amendment.
NOW, THEREFORE, BE IT
RESOLVED, that the Plan
is hereby amended by this First Amendment, to be effective
January 1, 2009, as follows:
1.
ARTICLE VI, DETERMINATION OF
INCENTIVE AWARDS , is hereby amended by substituting for the
last sentence therein, the following new last sentence:
“Incentive Awards earned or
otherwise awarded will be paid between January 1
st and March 15 th of
the year following the Payment Date”.
