Nicor Inc.
Form 8-K
Exhibit 10.01
RESTRICTED STOCK UNIT
AGREEMENT
NICOR INC. 2006 LONG-TERM
INCENTIVE PLAN
THIS AGREEMENT, entered into as of the 26
th day of March 2009 (the “Agreement
Date”), by and between Russ M. Strobel (the
“Employee”), and Nicor Inc., an Illinois corporation
(the “Company”).
WITNESSETH THAT
:
WHEREAS, the Company maintains the Nicor Inc.
2006 Long-Term Incentive Plan (the “Plan”), which is
incorporated into and forms a part of this Agreement for the
benefit of key executive and management employees of the Company
and a Related Company; and
WHEREAS, the Employee has been selected by the
Compensation Committee of the Board of Directors of the Company
(the “Committee”) to receive an award of Restricted
Stock Units pursuant to Section 4.4 of the Plan and as provided
herein;
NOW, THEREFORE, IT IS AGREED, by and between the
Company and the Employee as follows:
1.
Award . Subject to the terms of this Agreement
and the Plan, the Employee is hereby awarded the right to receive
21,010 shares of Stock (the “Restricted Stock Units”)
subject to vesting as provided in Paragraph 4, the delivery of
which shares of Stock is deferred until the earliest of:
(a) the
Employee’s death or disability (within the meaning of Section
409A of the Code);
(b) a
Change in Control; or
(c) the
six-month anniversary following Employee’s separation from
service (within the meaning of Section 409A of the Code) from the
Company and all Related Companies.
2.
Limit on Alienation . Restricted Stock Units may
not be sold, assigned, transferred (except as permitted under
Paragraph 6), pledged or otherwise encumbered.
3.
Dividend Equivalents . The Employee shall be
entitled to receive a cash payment equal to the amount of dividends
which otherwise would have been paid on the shares of Restricted
Stock Units as if such shares were issued and outstanding (the
“Dividend Equivalents”) at the same time and manner as
dividends are paid on shares of Stock. Employee’s
rights to Dividend Equivalents shall cease on the earlier of (a)
the date on which the Employee has forfeited the Restricted Stock
Units, or (b) the date the actual shares of Stock are delivered as
provided in Paragraph 1.
4.
Vesting . The Employee shall vest in full in the
Restricted Stock Units on the earlier of (a) the fourth anniversary
of the Agreement Date; (b) the date on which a Change in Control
occurs; (c) the date of the Employee’s death after the first
anniversary
of the
Agreement Date; (d) the date on which the Employee is determined to
have become subject to a Disability after the first anniversary of
the Agreement Date; or (e) the Employee’s Retirement after
the first anniversary of the Agreement Date. If the
Employee’s employment with the Company and all Related
Companies terminates prior to vesting in the Restricted Stock
Units, he shall forfeit the Restricted Stock Units and his right to
receive the actual shares of Stock subject thereto.
For purposes of this Agreement, the term
"Disability" means the inability of the Employee, by reason of a
medically determinable physical or mental impairment, to engage in
any substantial gainful activity, which condition, in the opinion
of a physician selected by the Committee, is expected to result in
death or can be expected to last for a continuous period of not
less than 12 months. For purposes of this Agreement,
“Retirement” means the date the Employee has attained
at least (i) age 65, or (ii) age 55 and has at least 10 years of
employment with the Company or any Related Companies.
5.
Heirs and Successors . This Agreement shall be
bindin
