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Exhibit 10.9
INTEGRYS ENERGY GROUP, INC.
2007 OMNIBUS INCENTIVE COMPENSATION PLAN
RESTRICTED STOCK UNIT AWARD
You
have been granted a Restricted Stock Unit (“RSU”)
award with respect to _________ ________ shares of
common stock of Integrys Energy Group, Inc. (the
“Company”) under the Integrys Energy Group, Inc.
2007 Omnibus Incentive Compensation Plan (the
“Plan”) with the following terms and
conditions. The common stock of the Company is
referred to in this Agreement as the Common Stock.
This agreement
shall not become effective until the Participant signs and
returns the “Acknowledgement Form” attached
hereto.
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Grant
Date:
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February
14, 2008
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Number
of Restricted
Stock
Units:
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_______ Stock
Units
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Vesting
Schedule:
Twenty-five
percent (25%) of your RSUs will vest (and will be settled) on
each of the first four anniversaries of the Grant Date,
provided that you are continuously employed by the Company or
an Affiliate from the Grant Date through such vesting date, as
shown on the following schedule:
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Amount
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Vesting
Date
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25% of
the RSUs
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First
anniversary of Grant Date
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25% of
the RSUs
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Second
anniversary of Grant Date
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25% of
the RSUs
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Third
anniversary of Grant Date
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25% of
the RSUs
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Fourth
anniversary of Grant Date
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If
application of the vesting schedule on any vesting date would
result in vesting of a fractional RSU, the number of
RSUs that become vested on that vesting date will
be rounded to the next higher whole
number of RSUs.
If your employment or
service terminates as a result of death or disability (as
determined by the Committee based upon the definition set forth in
the Company’s long term disability plan), (1) if your
termination occurs on or after December 31 of the calendar year in
which occurs the Grant Date of your RSUs, the RSUs will become
fully vested on your date of termination, and
(2) if your
termination occurs prior to December 31 of the calendar year in
which occurs the Grant Date of your RSUs, you will become partially
vested on your date of termination, and the remaining RSUs will be
forfeited. Your partially vested interest will be equal
to the product obtained by multiplying the total number of your
RSUs by a fraction, the numerator of which is the number of full
months of service that you have completed during the calendar year
in which occurs the Grant Date and the denominator of which is
twelve (12). If the foregoing calculation results in
vesting of a factional RSU, the number of RSUs that become vested
will be rounded to the next higher whole number of
RSUs. Settlement of your vested RSUs will occur as soon
as practicable following your death, or six months following
termination of you employment or service for
disability. For purposes of this Agreement, your
employment or service will be terminated on account of disability
if the Committee determines that such disability causes you to
incur a “separation from service” as such term is
defined for purposes of Section 409A of the Internal Revenue Code,
taking into account the maximum leave periods permitted under
Section 409A for disability leaves of absence.
If your employment or
service terminates as a result of retirement on or after age
fifty-five (55) with ten (10) or more years of service, or
retirement on or after age sixty-two (62)
(“Retirement”), (1) if your Retirement occurs on or
after December 31 of the calendar year in which occurs the Grant
Date of your RSUs, your RSUs will continue to vest and will be
settled, subject to the terms of the Plan, on the same schedule as
would have applied had you continued your employment, and (2) if
your Retirement occurs prior to December 31 of the calendar year in
which occurs the Grant Date of your RSUs, a portion of your RSUs
will be immediately forfeited, and the remainder of your RSUs will
continue to vest and will be settled, subject to the terms of the
Plan, on the same schedule as would have applied had you continued
your employment; provided that under both clause (1) and (2), any
RSUs that have not been forfeited will be immediately settled if
you die after Retirement but prior to the scheduled settlement
date. The portion of your RSUs that are immediately
forfeited will be equal to the product obtained by multiplying the
total number of your RSUs by a fraction, the numerator of which is
twelve (12) minus the number of full months of service that you
have completed during the calendar year in which occurs the Grant
Date and the denominator of which is twelve (12). If the
foregoing calculation results in forfeiture of a factional RSU, the
number of RSUs that are forfeited will be
rounded down to the
next lower whole number of RSUs. The number of RSUs
available on each vesting date will be reduced by a pro rata
portion of the total number of forfeited RSUs.
Upon
the occurrence of a Change of Control (as defined in the Plan)
during your employment or following your Retirement, the RSUs
that have not previously been forfeited will become fully
vested and will be settled, even if not otherwise vested in
accordance with the vesting schedule above; provided, that if the Change
of Control does not constitute a change in control event for
purposes of Internal Revenue Code Section 409A, the RSUs will
converted to a cash value and will be settled (with interest
equivalent at the prime rate of interest from the Change of
Control Date to the settlement date) on the same schedule as
would have applied if the Change of Control had not occurred
and assuming that you had continued your
employment.
Except
as provided in the preceding paragraph, your vested RSUs will
be settled by delivery to you or, in the case of your death,
to your estate, of a certificate(s) for the number of shares
of Common Stock equal to the number of RSUs that are vested
and that are to be settled on that date. Settlement
will be made on or as soon as practicable following the
specified settlement date.
Notwithstanding
anything to the contrary, settlement at the foregoing times is
subject to any deferral election that you have made, if
eligible.
Upon
any other termination of employment or service, you will
forfeit the RSUs that have not yet vested.
Nature
of RSUs:
Your
RSUs are not actual shares of Common Stock. Each RSU
represents the right to receive a share of Common Stock upon
satisfaction of the terms and conditions of the Award, but the
RSU is not itself Common Stock. No
shares of Common Stock will be issued unless and until the
Company has determined to its satisfaction that such issuance
complies with all relevant provisions of applicable law,
including the requirements of any stock exchange on which the
shares may then be traded.
Transferability
of RSUs
:
You may
not sell, transfer or otherwise alienate or hypothecate any of
your RSUs. In addition, by accepting this
Award, you agree not to sell any shares of Common Stock
delivered to you in connection with this Award at a time when
applicable laws
(including
securities laws), Company policies or an agreement between the
Company and its underwriters or other terms and conditions of
the Plan prohibit a sale.
Voting
and Dividends:
Since the RSUs are
not actual shares of Common Stock, you may not exercise voting
rights, or receive divid
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