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Black Hills Corporation
2005 Omnibus Incentive Plan
Restricted Stock Award Agreement
(Effective for Awards granted on or after
December 10, 2007)
Dear ________________________:
Congratulations on your selection as a Participant
of Black Hills Corporation 2005 Omnibus Incentive Plan (the
“Plan”). This Agreement and the Plan together govern
your rights under the Plan and set forth all of the conditions and
limitations affecting such rights. Terms used in this Agreement
that are defined in the Plan shall have the meanings ascribed to
them in the Plan. If there is any inconsistency between the terms
of this Agreement and the terms of the Plan, the Plan’s terms
shall supersede and replace the conflicting terms of this
Agreement.
Overview of Your Award
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1.
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Number of Restricted Shares Granted.
__________________________
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2.
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Date of Grant. _______________________________________________
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3.
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Date of Lapse of Restrictions
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_____________________________
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_____________________________
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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 is awarded on the condition that the
Participant remain in the employ of Black Hills Corporation (the
“Company”) from the Date of Grant through (and
including) the Dates of Lapse of Restrictions. The Award of this
Restricted Stock, 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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Certificate Legend .
Shares of Restricted Stock granted pursuant to the Plan shall be
held by the Company in book entry form and shall be designated to
have the following legend:
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“The sale or other transfer of the shares of
stock represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to certain
restrictions on transfer set forth in the Black Hills Corporation
2005 Omnibus Incentive Plan and in a Restricted Stock Award
Agreement. A copy of the Plan and such Restricted Stock Agreement
may be obtained from the Secretary of Black Hills
Corporation.”
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6.
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Removal of Restrictions . Except as otherwise provided in the Plan, each of the Shares
of Restricted Stock granted under this Agreement shall become
freely transferable by the Participant on each of the “Dates
of Lapse of Restrictions” set forth on Paragraph 3
herein.
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Once the shares are released from the restrictions,
the Participant shall be entitled to receive certificates
representing the Shares of stock which have been vested, without
the restrictive legend required by Paragraph 5 of this
Agreement.
Notwithstanding the terms of this Agreement, no
stock shall be issued by the Corporation while its stock transfer
books are closed.
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7.
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Voting Rights and Dividends
. During the Period of Restriction, the Participant
may exercise full voting rights and is entitled to receive all
dividends and other distributions paid with respect to the Shares
of Restricted Stock while they are held. If any such dividends or
distributions are paid in shares of Common Stock of the Company,
the Shares shall be subject to the same restrictions on
transferability as the Shares of Restricted Stock with respect to
which they were paid.
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8.
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Termination of Employment By Reasons of Death,
Disability, and Vesting in Connection with a Change in
Control . In the event the
Participant’s employment is terminated by reason of Death,
Disability or in the event of a Change in Control prior to the
Dates of Lapse of Restrictions, all Shares of Restricted Stock then
outstanding shall immediately vest one hundred percent (100%), and
as soon as is administratively practicable, the stock certificates
representing the Shares of Restricted Stock without any
restrictions or legend thereon, shall be delivered to the
Participant’s beneficiary or estate.
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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
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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 subst
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