<PAGE>
EXHIBIT 10.20
SEMCO ENERGY, INC.
2004 STOCK AWARD AND INCENTIVE PLAN
EMPLOYEE PERFORMANCE SHARE UNIT AWARD AGREEMENT
<TABLE>
<S>
<C>
Grantee:
[First Middle Last]
Target Grant:
[ ] units
Performance Period
January 1,
through
-------
December 31,
-------
Grant Date:
-------------------
</TABLE>
THIS
PERFORMANCE SHARE UNIT AGREEMENT is effective as of the Grant
Date
stated above, by and between SEMCO Energy,
Inc. and the Grantee.
WHEREAS,
the Performance Share Units described in this Agreement have
been
granted pursuant to, and are governed by,
the Plan;
NOW,
THEREFORE, the Company and the Grantee hereby agree as follows:
1. PERFORMANCE SHARE UNIT GRANT. Subject to
the terms and conditions of this
Agreement, the Company hereby grants to
Grantee a Target Grant of Performance
Share Units as specified above.
2. AWARD OF PERFORMANCE SHARE UNITS.
(a) The
Grantee will receive an award of a percentage of his Target
Grant
of Performance Share Units as of the last
day of the Performance Period if he
remains actively employed with the Company
on such date and if the threshold
level of performance is met or exceeded
with respect to at least one of the
performance goals established by the
Committee for such Performance Period.
<PAGE>
(b)
Schedule A to this Agreement sets forth Grantee's performance
goals,
the portion of the Target Grant that will
be available for an award with respect
to each performance goal (the "Performance
Target") and the percentage of that
Performance Target that will be awarded
based upon the actual performance level
achieved with respect to such performance
goal during the Performance Period.
The total Performance Share Units awarded
pursuant to this Agreement shall equal
the sum of the Performance Share Units
awarded with respect to each performance
goal.
3. AWARDS ON CERTAIN EVENTS.
Notwithstanding the requirement in Section 2 of
this Agreement that a Grantee be actively
employed on the last day of the
Performance Period, Performance Share Units
shall be awarded at the end of the
Performance Period pursuant to Section 2 to
any Grantee who terminates
employment during the Performance
Period:
(i) on the
Grantee's Retirement Date;
(ii) on the Grantee's
Disability Retirement Date;
(iii) on the date of the Grantee's death prior to his termination
of
employment from the Corporation; or
(iv) as a result of a
Change of Control.
The number of Performance Share Units
awarded pursuant to this Section 3 shall
equal the product of the Performance Share
Units that would otherwise be awarded
had the Grantee remained employed until the
last day of the Performance Period
multiplied by (1) the number of days the
Grantee was employed during the
Performance Period over (2) the number of
days in the Performance Period.
4. DELIVERY OF SHARES. Upon certification
by the Committee of the achieved
performance under the established
performance goals for the Performance Period,
the Performance Share Units awarded
pursuant to Section 2 shall be paid to the
Grantee in shares of Stock. Payment of such
Shares shall in no event be made
later than the date which is 2 1/2 months
after the end of the taxable year in
which the Performance Period ends.
Certificates representing such shares of
Stock shall be delivered to the Grantee as
soon as practicable after such
payment.
2
<PAGE>
5. OWNERSHIP RIGHTS. Upon certification by
the Committee in accordance with
Section 4 above, the Grantee shall exercise
all ownership rights (including,
without limitation, the right to vote and
the right to receive dividends) with
respect to such shares, provided that
voting and dividend rights with respect to
the shares will be exercisable only if the
record date for determining
shareholders entitled to vote, or to
receive dividends, falls on or after the
date of such certification.
6. DEFERRAL OF EXERCISE OR DELIVERY OF
SHARES. Notwithstanding any provision in
this Agreement to the contrary, if any law
or regulation of any governmental
authority having jurisdiction in the matter
requires the Company, the Committee
or the Grantee to take any action or
refrain from action in connection with the
award of or delivery of Performance Share
Units or Stock under this Agreement,
or to delay such award or delivery, then
the award or delivery of such shares
shall be deferred until such action has
been taken or such restriction on action
has been removed.
7. GENERAL PROVISIONS. The Grantee
acknowledges that he has read, understands
and agrees with all of the provisions in
this Agreement and the Plan, including
(but not limited to) the following:
(a)
AUTHORITY OF COMMITTEE. The Committee shall have all the authority
set
forth in the Plan including, but not
limited to, the authority to administer the
Agreement and the Plan; to make all
determinations with respect to the
construction and application of the
Agreement, the Plan, and the resolutions of
the Board of Directors establishing the
Plan; to adopt and revise rules relating
to the Agreement and the Plan; and to make
other determinations which it
believes are necessary or advisable for the
administration of the Agreement and
the Plan. Any dispute or disagreement which
arises under this Agreement or the
Plan shall be resolved by the Committee in
its absolute discretion. Any such
determination, interpretation, resolution,
or other action by the Committee
shall be final, binding and conclusive with
respect to the Grantee and all other
persons affected thereby.
3
<PAGE>
(b)
NOTICES. Any notice which is required or permitted under this
Agreement shall be in writing (unless
otherwise specified in the Agreement or in
a writing from the Company to the Grantee),
and delivered pers
