Exhibit 10.04
Corporate Signature
Copy
Return to Executive
Compensation Department
XCEL ENERGY INC.
OMNIBUS INCENTIVE PLAN
PERFORMANCE SHARE AGREEMENT
This Agreement, dated and effective
<<Month Day, Year>> , by and between Xcel Energy
Inc., a Minnesota corporation (“Xcel Energy”) and
«First» «MI» «Last» (the
“Participant”) evidences an award of performance shares
and the applicable terms and conditions of the award.
1.
Performance Shares
Awarded . Xcel Energy
awards the Participant «GRANTED» performance shares
pursuant to the Xcel Energy Inc. Omnibus Incentive Plan (the
“Plan”), upon the terms and conditions of the Plan and
this Agreement. The Plan as currently in effect is
incorporated by reference and the Participant acknowledges the
receipt of a copy thereof.
2.
Performance
Cycle .
(a)
The performance cycle (the
“Performance Cycle”) shall commence on the date of this
Agreement (the “Commencement Date”) and, except as
otherwise provided in this Agreement, will expire in full on
<<Month Day, Year>> (the “Expiration
Date”).
(b)
The Governance, Compensation and
Nominating Committee of the Board of Directors is designated as the
Plan administrator (the “Committee”). The
Committee, however, has delegated certain administrative duties to
the Compensation department of Xcel Energy.
3.
Termination of Service
. If your employment with Xcel
Energy and its subsidiaries terminates for any reason, other than
as provided below in this Section 3, prior to the Expiration
Date, all performance shares shall be forfeited on the date of your
termination. If, however, the Committee determines in its
sole discretion that your employment with Xcel Energy and its
subsidiaries terminates:
(i)
at a time when you are eligible for
retirement under any defined benefit pension plan of Xcel Energy
and its subsidiaries in which you participate at the time of your
termination, you will continue to participate in the Plan per the
terms and conditions set forth in this Agreement; or
(ii)
due to death or permanent and total
disability or involuntarily other than for cause, you will
continue to participate in the Plan on a prorated basis, determined
by multiplying the number of performance shares that would
otherwise have been payable to you had you been employed for the
full Performance Cycle, by a fraction, the numerator of which is
the number of days during the Performance Cycle from the
Commencement Date through the date of your termination and the
denominator of which is the number of days in the Performance
Cycle.
If an award is payable in the circumstances
discussed in subsection (i) or (ii) above, it
will be paid at the same time awards are paid to all other Plan
participants entitled to performance share payouts.
