Black Hills Corporation
2005 Omnibus Incentive
Plan
Restricted Stock Unit
Agreement
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Congratulations
on your award under the Black Hills Corporation 2005 Omnibus
Incentive Plan (the “Omnibus Plan”) and your
participation in the Black Hills Corporation Nonqualified Deferred
Compensation Plan (the “NDC Plan”) (collectively, the
“Plans”). This Agreement and the Plans together govern
your rights to the award and set forth all of the conditions and
limitations affecting such rights. Copies of the Plans have been
delivered to you. Terms used in this Agreement that are defined in
the Plans shall have the meanings ascribed to them in the
respective Plan. If there is any inconsistency between the terms of
this Agreement and the terms of the Plans, the Plans’ terms
shall supersede and replace the conflicting terms of this
Agreement. By signing below, you agree to be bound by all the
provisions of the Plans and this Agreement.
Overview of Your Award.
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1
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Number
of Restricted Stock Units Granted. _______ Restricted Stock Units ("RSUs”), each unit
corresponding to one share of Black Hills Corporation Common Stock.
Each RSU constitutes only an unsecured promise of the Company to
deliver a share of Common Stock to the Participant under the terms
of the NDC Plan. As a holder of RSUs, the Participant has only the
rights of a general unsecured creditor of the Company.
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2.
Date of
Grant.
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3
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Date of
Vesting. Subject to
continued employment under Section 4 below, the RSUs shall vest and
become nonforfeitable in accordance with the following schedule
(each date is a “Vesting Date”):
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Shares
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Date
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_____
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_______
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_____
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_______
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4.
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Employment by the Company.
This Restricted Stock Unit Award is
conditioned on the Participant’s remaining as an employee of
Black Hills Corporation and its Affiliates (the
“Company”) from the Date of Grant through (and
including) the Vesting Dates. The Award of these RSUs, however,
shall not impose upon the Company any obligations to retain the
Participant in its employ for any given period or upon any specific
terms of employment.
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5.
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Termination of Employment by Reasons of Death,
Disability, Retirement, and Vesting in Connection with a Change in
Control. In the
event the Participant’s employment is terminated by reason of
Death, Disability, Retirement or in the event of a Change in
Control prior to any one of the Vesting Dates, all RSUs then
unvested and outstanding shall immediately vest one hundred percent
(100%), and, as soon as is administratively practicable, the awards
shall be settled in accordance with
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"Change in
Control" of the Company shall be deemed to have occurred (as of a
particular day, as specified by the Board) upon the occurrence of
any of the following events:
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(a)
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The acquisition in a transaction or series of transactions by any
Person of Beneficial Ownership of thirty percent (30%) or more of
the combined voting power of the then outstanding shares of common
stock of the Company; provided, however, that for purposes of this
Agreement, the following acquisitions will not constitute a Change
in Control: (A) any acquisition by the Company; (B) any
acquisition of common stock of the Company by an underwriter
holding securities of the Company in connection with a public
offering thereof; and (C) any acquisition by any Person pursuant to
a transaction which complies with subsections (c) (i), (ii) and
(iii), below;
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(b)
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Individuals
who, as of December 31, 2004 are members of the Board (the
"Incumbent Board"), cease for any reason to constitute at least a
majority of the members of the Board; provided, however, that if
the election, or nomination for election by the Company's common
shareholders, of any new director was approved by a vote of at
least two-thirds of the Incumbent Board, such new director shall,
for purposes of this Plan, be considered as a member of the
Incumbent Board; provided further, however, that no individual
shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an actual
or threatened "Election Contest" (as described in Rule 14a-11
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board (a "Proxy Contest") including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy
Contest;
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(c)
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Consummation,
following shareholder approval, of a reorganization, merger, or
consolidation of the Company and/or its subsidiaries, or a sale or
other disposition (whether by sale, taxable or non-taxable
exchange, formation of a joint venture or otherwise) of fifty
percent (50%) or more of the assets of the Company and/or its
subsidiaries (each a “Business Combination”), unless,
in each case, immediately following such Business Combination, (i)
all or substantially all of the individuals and entities who were
beneficial owners of shares of the common stock of the Company
immediately prior to such Business Combination beneficially own,
directly or indirectly, more that fifty percent (50%) of the
combined voting power of the then outstanding shares of the entity
resulting from the Business Combination or any direct or indirect
parent corporation thereof (including, without limitation, an
entity which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets
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