EXHIBIT
10.31
XCEL ENERGY
INC.
OMNIBUS INCENTIVE
PLAN
FORM OF PERFORMANCE
SHARE AGREEMENT
This Agreement, dated
and effective <<date>> , 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
<<date>>
(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.
4.
Accounting for Performance Shares . Each performance
share, representing a hypothetical share of Xcel Energy Common
Stock, is designed to approximate and track the fair market value
price of one share of Xcel Energy Common Stock. Each
performance share is intended to represent an unfunded, unsecured
promise to pay, and is designed to remain among Xcel Energy’s
general assets. Performance shares may not be sold, assigned,
transferred, pledged or otherwise encumbered by the Participant,
except as herein after provided.
5.
Participant’s Rights . Except as otherwise
provided herein, Participant shall have none of the rights of a
stockholder, including dividends or the right to vote any or all of
the performance shares. No dividend equivalents will be
provided with respect to the performance shares.
6.
Settlement of Performance
Shares .
(a)
The performance shares are
contingently awarded subject to the condition that the number of
performance shares, if any, earned by the Participant upon the
expiration of the Performance Cycle is dependent (in the
manner hereinafter set forth) on Xcel Energy’s Total
Shareholder Return (“TSR”) relative to the TSR of other
companies in the
