Exhibit 10.2
QUESTAR CORPORATION
LONG-TERM STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (the
“Agreement”) is made as of this ___ day of
___________, 200_ (the “Effective Date”), between
Questar Corporation, a Utah corporation (the
“Company”), and ________________ (the
“Grantee”).
1.
Grant of Restricted Stock . Subject
to the terms and conditions of this Agreement and the
Company’s Long-Term Stock Incentive Plan (the
“Plan”), the Company hereby issues to Grantee
_______ shares of the Company’s common stock, no par value
(the “Restricted Stock”). The Restricted Stock
is issued as of the Effective Date and on such date has a Fair
Market Value of $_______ per share.
2.
Restrictions . Restricted Stock may
not be sold, assigned, transferred by gift or otherwise,
pledged, hypothecated, or otherwise disposed of, by operation of
law or otherwise, and shall be subject to forfeiture in
accordance with the provisions of Section 5, below, until
Grantee becomes vested in the Restricted Stock. Upon
vesting, the restrictions in this Section 2 shall lapse, the
Restricted Stock shall no longer be subject to forfeiture, and
Grantee may transfer shares of Restricted Stock in accordance
with the Securities Act of 1933 and other applicable securities
laws.
3.
Enforcement of Restrictions . To
enforce the restrictions set forth in Section 2, shares of
Restricted Stock may be held in electronic form in an account by
the Company’s transfer agent or other designee until the
restrictions set forth in Section 2 have lapsed with respect to
such shares, or until this Agreement no longer is in effect.
In the event the Management Performance Committee of the
Company’s Board of Directors (the “Committee”)
elects not to hold the shares in electronic form, the Restricted
Stock may be evidenced in such manner as the Committee shall
determine, including, but not limited to, the issuance of share
certificates in the name of Grantee. In such case, Grantee
appoints its Corporate, or any other person designated by the
Company as escrow agent, as attorney-in-fact to assign and
transfer to the Company any shares of Restricted Stock forfeited
by Grantee pursuant to Section 5 below, and shall, upon
execution of this Agreement, deliver and deposit with
Grantee’s attorney-in-fact any share certificates
representing the Restricted Stock, together with a stock
assignment duly endorsed in blank. The stock assignment
and any share certificates shall be held by Grantee’s
attorney-in-fact until the restrictions set forth in Section 2
have lapsed with respect to the shares of Restricted Stock, or
until this Agreement is no longer in effect.
4.
Vesting; Lapse of Restrictions .
(a)
General . Except as provided
otherwise in this Agreement, the Restricted Stock shall vest in
full, and the restrictions set forth in Section 2 shall lapse in
their entirety, over ____________ as follows:
The above vesting schedule (with each date of
vesting referred to as the Vesting Date) is subject to Grantee
remaining continuously employed by the Company or its
subsidiaries or affiliates from the Effective Date through each
Vesting Date.
(b)
Change in Control of the Company .
Upon approval by the Company’s Board of Directors of
a transaction constituting a Change in Control of the Company,
as defined in the Plan, any unvested shares of the Restricted
Stock shall vest in full and the restrictions set forth in
Section 2 shall lapse in their entirety.
5.
Termination of Employment; Forfeiture of
Restricted Stock.
(a)
Death or Disability . If the
Grantee terminates employment with the Company and its
subsidiaries and affiliates on account of death or Disability
(as defined in the Plan) prior to any Vesting Date, any unvested
shares of Restricted Stock shall vest in full and the
restrictions set forth in Section 2 shall lapse in their
entirety.
(b)
Other Terminations . If the Grantee
terminates employment with the Company and its subsidiaries and
affiliates for any reason other than death or Disability prior
to any Vesting Date, the Grantee shall forfeit all unvested
shares of Restricted Stock issued pursuant to this
Agreement.
(c)
Manner of Forfeiture . Any shares
of Restricted Stock forfeited by Grantee pursuant to this
Section 5 shall promptly be transferred to the Company without
the payment of any consideration therefor, and Grantee, or
Grantee’s attorney-in-fact, shall execute all documents
and take all actions as shall be necessary or desirable to
promptly effectuate such transfer. On and after the time
at which any shares are required to be transferred to the
Company, the Company shall not pay any dividend to Grantee on
account of such shares or permit Grantee to exercise any of the
privileges or rights of a stockholder with respect to the shares
but shall, in so far as permitted by law, treat the Company as
owner of the shares.
6.
Effect of Prohibited Transfer . If
any transfer of Restricted Stock is made or attempted to be made
contrary to the terms of this Agreement, the Company shall have
the right to acquire for its own account, without the payment of
any consideration therefor, such shares from the owner thereof
or his transferee, at any time before or after such prohibited
transfer. In addition to any other legal or equitable remedies
it may have, the Company may enforce its rights to specific
performance to the extent permitted by law and may exercise such
other equitable remedies then available to it. The Company
may refuse for any purpose to recognize any transferee who
receives shares contrary to the provisions of this Agreement as
a stockholder of the Company and may retain and/or recover all
dividends on such shares that were paid or payable subsequent to
the date on which the prohibited transfer was made or
attempted.
7.
Legend . Any certificates
representing Restricted Stock shall have affixed thereto the
following legend:
“The shares of Stock represented by this
certificate are subject to all of the terms of a Restricted
Stock Agreement between Questar Corporation (the
“Company”) and the registered owner
(“Owner”) of this Certificate (the
“Agreement”) and to the terms of the Company’s
Long-Term Stock Incentive Plan (the
