|
Exhibit 10.5
SEMPRA ENERGY
2008 NON-EMPLOYEE DIRECTORS’ STOCK PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Sempra Energy, a California corporation, hereby grants an option
to purchase shares of its common stock to the optionee named below.
The terms and conditions of the option are set forth in this
cover sheet, in the attachment hereto, and in the Sempra Energy
2008 Non-Employee Directors’ Stock Plan (the "Plan").
| |
|
|
Date of Option Grant:
|
|
|
Name of Optionee:
|
|
|
Optionee's Social Security Number:
|
|
|
Number of Shares of Sempra Energy Common Stock Covered by
Option:
|
|
|
Exercise Price per Share:
|
|
|
Normal Vesting Date:
|
{YEAR} Annual Meeting of Shareholders
|
|
Expiration Date:
|
Tenth anniversary of Date of Option Grant or if earlier
five years after termination of service
|
By
signing this cover sheet, you agree to all of the terms
and conditions described in the attachment and in the
Plan.
| |
|
|
|
Optionee:
|
|
X
|
|
|
|
(Signature)
|
|
Sempra Energy:
|
|
/S/ Donald E. Felsinger
|
|
|
|
(Signature)
|
|
Title:
|
|
Chairman & Chief Executive Officer
|
Attachment
SEMPRA ENERGY
2008 NON-EMPLOYEE DIRECTORS’ STOCK PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
| |
|
|
Vesting
|
Your right to exercise this option fully vests and becomes
exercisable on the date of the Sempra Energy {YEAR} Annual Meeting
of Shareholders.
|
|
|
In the event that you cease to be a member of the Board of
Directors of Sempra Energy (the "Board") as a result of death,
disability, Retirement (as defined in the Plan) or your involuntary
termination of service on the Board other than for cause, your
option shall thereupon become fully vested and exercisable.
|
|
Term
|
Your option will expire at the close of business at Sempra
Energy headquarters on the day before the 10th anniversary of the
Date of Option Grant shown on the cover sheet, and is subject to
earlier expiration (as described below) if your service on the
Board terminates.
|
|
Exercise of Option Following Termination of Service
|
If you cease to be a member of the Board for any reason, then
(A) you shall have the right, subject to the terms and conditions
of this Agreement and the Plan, to exercise your option, to the
extent that it has vested as of the date of such termination of
service, at any time within five years after the date of such
termination or the earlier expiration of the ten-year term of the
option, and (B) the unvested portion of your option shall be
forfeited as of the date of such termination.
|
|
Restrictions on Exercise
|
Sempra Energy will not permit you to exercise this option if the
issuance of shares at that time would violate any law or
regulation.
|
|
Notice of Exercise
|
When you wish to exercise this option, you must notify Sempra
Energy by filing the proper "Notice of Exercise" form at the
address given on the form. Your notice must specify how many
shares you wish to purchase. Your notice must also
specify how your shares should be registered (in your name only
or
|
|
