Nicor Inc.
Form 8-K
Exhibit 10.02
PERFORMANCE CASH UNIT
AGREEMENT
NICOR INC. 2006 LONG-TERM
INCENTIVE PLAN
THIS AGREEMENT, entered into as of [Agreement
Date] (the "Agreement Date"), by and between [First_Name]
[Middle_Initial] [Last_Name] (the "Employee"), and Nicor Inc., an
Illinois corporation (the "Company");
WITNESSETH THAT
:
WHEREAS, the
Company maintains the Nicor Inc. [insert program year] Long-Term
Incentive Program (the "Program"), which is part of the Nicor Inc.
2006 Long-Term Incentive Plan (the “Plan”) and which is
incorporated into and forms a part of this Agreement, for the
benefit of key executive and management employees of the Company
and any Related Company; and
WHEREAS, the Employee has been selected by the
Compensation Committee of the Board of Directors of the Company
(the "Committee") to receive a Performance Cash Unit
award;
NOW, THEREFORE, IT IS AGREED, by and between the
Company and the Employee, as follows:
1. Award . The
Employee is hereby awarded [insert number of units] Performance
Cash Units, effective as of the Agreement Date.
2. Amount of Payment .
Subject to the provisions of this Agreement, the Program and
the Plan, the Company shall distribute to the Employee, for each
Performance Cash Unit awarded under this Agreement, an amount equal
to one dollar times the product of, (1) the number of Performance
Cash Units MULTIPLIED BY (2) the Total Shareholder Return
Performance Multiplier (as defined below) for the Performance
Period (as defined below).
3. Time of Payment
. Amounts due under paragraph 2 with respect to
Performance Cash Units shall be paid as a lump sum cash payment as
soon as practicable after the end of the Performance Period;
provided, however, if payment is not made by 2 ½ months
following the end of the Performance Period, payment will be made
no later than December 31 of the calendar year following the end of
the Performance Period.
4. Total Shareholder Return
. For purposes of this Agreement, the Total Shareholder
Return (TSR) is defined as the three-year total shareholder return
of the Company calculated with dividends reinvested, for all shares
of common stock of the Company (“Company Stock”)
reported for the New York Stock Exchange - Composite Transactions
ending on the last day of the Performance Period (or, if Company
Stock is not traded on that date, on the next preceding date on
which Company Stock is traded). For purposes of
calculating the TSR: (i) the starting stock price will be an
average of the closing prices for the 20 trading days ending on
December 31, [insert last day preceding performance period] and
(ii) the ending stock price will be an average of the closing
prices for the 20 trading days ending on December 31,[insert last
day of performance period].
5.
Performance Period . For purposes of this
Agreement, the Performance Period shall be the period beginning
January 1, [insert first day of performance period], and ending
December 31,[insert last day of performance period].
6.
Performance Multipliers . For purposes of this
Agreement, the term "Total Shareholder Return Performance
Multiplier" for the Performance Period shall be determined in
accordance with Exhibit A to this Agreement.
7. Vesting . The
Employee shall be vested in and entitled to payment of benefits
under this Agreement only if the requirements of either paragraph
(a) or paragraph (b) next below are satisfied:
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(a)
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The Employee is
continuously employed by the Company and the Related Companies
during the period beginning on the Agreement Date and ending on
December 31,[insert last day of performance period].
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The Employee is
continuously employed by the Company and the Related Companies
through the first anniversary of the Agreement Date, and such
employment terminates before January 1, [insert first day following
performance period]by reason of his Retirement (as defined below)
or death.
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The Employee
shall not be vested in or entitled to payment of benefits under
this Agreement unless the requirements of paragraph (a) or
paragraph (b) next above are satisfied. Nothing
in
