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Exhibit
99.2
WPS RESOURCES
CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into on
____________, 200___ (the "Grant Date"), by and between WPS
RESOURCES CORPORATION (the "Company"), and __________________
____________________ (the "Optionee"). This Agreement sets forth
the terms, rights and obligations of the parties with respect to
the grant of an option to the Optionee. This option shall not
become effective until the Optionee signs and returns the
"Acknowledgement Form" attached hereto.
The option is granted under, and is subject
to, the terms of the WPS Resources Corporation 2005 Omnibus
Incentive Compensation Plan (the "Plan"), which are specifically
incorporated by reference in this Agreement. Any terms used in this
Agreement which are not defined shall have the meaning set forth in
the Plan.
The parties to this Agreement covenant and
agree as follows:
1. Grant of Option . Subject to the terms of this
Agreement, the Company grants to the Optionee the right and option
(the "Option") to purchase ______ shares of Common Stock of the
Company, par value $1.00 (the "Optioned Shares") from the Company,
at an option price per share equal to $___________ (the average of
the highest and lowest stock prices as reported on the New York
Stock Exchange as of ____________, 200__). [Insert date of
grant]
In the event of certain corporate
transactions described in Section 12 of the Plan, the number of
Optioned Shares and the per share option price shall be adjusted by
the Compensation Committee of the Board of Directors of the Company
(the "Committee"). The Committee’s determination as to any
adjustment shall be final.
2. Vesting of Option . The Optioned Shares will vest in
accordance with the following schedule:
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Percentage of Optioned Shares
Vested
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Date of Vesting
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25%
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1st anniversary of Grant
Date
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An additional 25%
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2nd anniversary of Grant
Date
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An additional 25%
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3rd anniversary of Grant
Date
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The final 25%
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4th anniversary of Grant
Date
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provided, however, that , in the
event of the Optionee’s termination of employment from the
Company and its Affiliates for any reason other than retirement on
or after age fifty-five, death or disability (as defined in the
Company’s long-term disability plan), any Optioned Shares not
vested as of the date of such termination will be
cancelled.
Notwithstanding
the vesting schedule described above, the Committee may extend the
date(s) of vesting to a later date to take into account any period
of the Optionee’s leave of absence, unless prohibited by
law.
3. Exercise of Option . The Option, to the extent
vested in accordance with Paragraph 2, may be exercised during the
period beginning _______________, 200__, [insert first
anniversary of grant date] and ending:
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a.
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on the first anniversary of the date the
Optionee’s employment with the Company and its Affiliates
terminates for any reason other than retirement on or after age
fifty-five, death or disability (as defined in the Company’s
long-term disability plan); or
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b.
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in any other case, _________________, 201__
[insert 10 th anniversary of grant
date] .
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During the
life of the Optionee, this Option may be exercised only by the
Optionee (or if the Optionee is incapacitated, by the
Optionee’s legal representative). If the Optionee dies before
exercising all of the vested Option, the executor of the
Optionee’s estate (or by such person as the executor of the
estate certifies as inheriting the Option as a result of the
operation of the Optionee’s last will and testament or as a
result of the laws of interstate succession) may exercise all or
any portion of the vested Option that has not been exercised,
during the exercise periods described above.
4. Change in Control . Upon the occurrence of a Change
of Control (as defined in the Plan), the Option, to the extent then
outstanding and unexercised, will become fully vested (if not
previously vested) but shall otherwise be subject to the terms of
the Plan with respect to such Change in Control.
5. Manner of Exercise and Payment . In order to
exercise this Option, the Optionee (or such other person entitled
to exercise the Option as provided in Paragraph 3) must provide a
written notice to the Company stating that the Optionee would like
to exercise all or a portion of the Option and specifying the
number of vested Optioned Shares which are being purchased. The
exercise notice must be delivered (in person or by mail) to the
Secretary of the Company.
The written notice must be, in the case of
clauses (a), (b) and (c) below, accompanied by payment equal to the
number of Optioned Share
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