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Exhibit 10.3
Black Hills
Corporation
Omnibus Incentive Compensation Plan
Restricted Stock Unit Agreement
_________________
Congratulations on your award
under the Black Hills Corporation Omnibus Incentive Compensation
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.
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Date of Grant
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_____________
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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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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
Restricted Stock Units, 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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1
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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 Section
7.
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6.
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Termination of Employment for
Other Reasons. In the
event the Participant’s employment is terminated for reasons
other than those described in Section 5 herein prior to the Vesting
Dates, then all outstanding RSUs granted hereunder that are
unvested shall immediately be forfeited by the
Participant.
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7.
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Settlement of RSU
Award.
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Settlement. The Company shall credit to
Participant’s Account under the NDC Plan (or any successor
Plan that may be adopted by the Company) as soon as practicable
following the execution of this Agreement, the number of units
specified above; provided, however, that any RSUs deferred
rema
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