MDU RESOURCES GROUP, INC.
LONG-TERM PERFORMANCE-BASED INCENTIVE
PLAN
ANNUAL INCENTIVE AWARD AGREEMENT
February 11, 2009
In accordance with the terms of the MDU
Resources Group, Inc. Long-Term Performance-Based Incentive Plan
(the “Plan”), pursuant to action of the Compensation
Committee of the Board of Directors of MDU Resources Group, Inc.
(the “Committee”), MDU Resources Group, Inc. (the
“Company”) has granted to you (the
“Participant”) an opportunity to receive an annual
incentive award for calendar year 2009 (the “Award”),
subject to the terms and conditions set forth in this Award
Agreement (including Annexes A and B hereto and all documents
incorporated herein by reference), as set forth below:
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Target Award:
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$[ ] (the “Target
Award”)
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Performance Measures:
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Earnings Per Share (weighted 50%) and Return on
Invested Capital (weighted 50%) (collectively, the "Performance
Measures")
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Performance Period:
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January 1, 2009 through December 31, 2009 (the
"Performance Period")
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THE AWARD IS SUBJECT TO FORFEITURE AS PROVIDED
HEREIN.
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Further terms and conditions of the Award are
set forth in Annexes A and B hereto, which are integral parts of
this Award Agreement.
All terms, provisions and conditions applicable
to the Award set forth in the Plan and not set forth in this Award
Agreement are hereby incorporated herein by
reference. To the extent any provision hereof is
inconsistent with a provision of the Plan, the provision of the
Plan will govern. The Participant hereby acknowledges
receipt of a copy of this Award Agreement, including Annexes A and
B hereto, and a copy of the Plan and agrees to be bound by all the
terms and provisions hereof and thereof.
MDU RESOURCES GROUP, INC.
By: ______________________
Agreed :
Participant
ANNEX A
TO
MDU RESOURCES GROUP, INC.
LONG-TERM PERFORMANCE-BASED INCENTIVE
PLAN
ANNUAL INCENTIVE AWARD AGREEMENT
It is understood and agreed that the
Award evidenced by the Award Agreement to which this is annexed is
subject to the following additional terms and
conditions.
1.
Nature of Award . The Award represents the
opportunity to receive an annual incentive award if certain
targeted performance goals are achieved during the Performance
Period.
2.
Determination of Annual Incentive Award . The
amount of the annual incentive award earned, if any, pursuant to
this Award Agreement shall be equal to a percentage of the Target
Award, with such percentage det
