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EXHIBIT 10(m)7
ALLETE 2006 Form 10-K
ALLETE
EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN
PERFORMANCE SHARE GRANT
EFFECTIVE 2007
[ELIGIBLE EXECUTIVE EMPLOYEES]
Name
SS #
In accordance with the terms of ALLETE's Executive Long-Term
Incentive
Compensation Plan (the "Plan"), as determined by and through the
Executive
Compensation Committee of ALLETE's Board of Directors, ALLETE
hereby grants to
you (the "Participant") Performance Shares, as set forth below,
subject to the
terms and conditions set forth in this Grant (including Annexes A
and B hereto
and all documents incorporated herein by reference):
Number of Performance Shares Granted:
Date
of Grant:
Performance Period:
Performance Goals:
See Annex B
This Grant is made in accordance with the Plan, which was approved
by ALLETE's
shareholders at the 2005 Annual Meeting.
Further terms and conditions of the Grant are set forth in Annex A
hereto and
Performance Goals are set forth in Annex B hereto, which are
integral parts of
this Grant.
All terms, provisions and conditions applicable to the Performance
Shares set
forth in the Plan and not set forth herein are incorporated by
reference. To the
extent any provision hereof is inconsistent with a provision of the
Plan, the
provisions of the Plan will govern.
IN WITNESS WHEREOF, ALLETE has caused this Grant to be executed by
its Chairman,
President and Chief Executive Officer as of the date and year first
above
written.
ALLETE
By:
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Chairman, President and CEO
Attachments: Annex A
and Annex B
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ANNEX A
TO
ALLETE
EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN
PERFORMANCE SHARE GRANT
EFFECTIVE 2007
[ELIGIBLE EXECUTIVE EMPLOYEES]
1.
FURTHER TERMS
AND CONDITIONS OF PERFORMANCE SHARES. The Grant of
Performance Shares evidenced by the Grant to which this is annexed
is subject to
the following additional terms and conditions:
(a)
DIVIDEND EQUIVALENTS.
The Participant shall receive Dividend
Equivalents with respect to the number of Performance Shares
subject to the
Grant. Dividend Equivalents shall be calculated and credited to the
Participant
at the end of the Performance Period. The Dividend Equivalents
shall be in the
form of additional Performance Shares, which shall be added to the
number of
Performance Shares subject to the Grant, and which shall equal the
number of
Shares (including fractional Shares) that could be purchased on the
dividend
payment dates, based on the closing sale price as reported in the
consolidated
transaction reporting system on that date, with cash dividends that
would have
been paid on Performance Shares, if such Performance Shares were
Shares.
(b)
SATISFACTION OF GOALS.
At the end of the Performance Period, the
Executive Compensation Committee (the "Committee") shall determine
the extent to
which the Performance Goals have been met. The Participant will not
be credited
with any Performance Shares if the threshold level has not been
met. Subject to
the provisions of subsection (d) hereof and to provisions in the
Plan for change
in control, percentages of the Performance Share grant shall be
credited to the
Participant as follows: If the threshold level has been met, 50% of
the
Performance Shares (as increased by the Dividend Equivalents) shall
be credited
to the Participant. If the target level has been met, 100% of the
Performance
Shares (as increased by the Dividend Equivalents) shall be credited
to the
Participant. If the superior level has been met, 200% of the
Performance Shares
(as increased by the Dividend Equivalents) shall be credited to the
Participant.
Straight line interpolation will be used to determine earned awards
based on
achievement of goals between the threshold, target and superior
levels.
(c)
PAYMENT. Subject to
the provisions of subsection (d) hereof and to
provisions in the Plan for change in control, Performance Shares as
determined
by the Committee according to subsection (b) hereof shall be paid
out 100% (as
increased by the Dividend Equivalents) within two and one half
months after the
end of the Performance Period and after the Committee has
determined the extent
to which Performance Goals have been met. Payment shall be made,
after
withholding Performance Shares equal in value to the Participant's
income tax
obligation via a deposit of ALLETE common stock into an Invest
Direct account.
Performance Share awards shall not vest until paid.
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(d)
