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SEMPRA ENERGY
2008 LONG TERM INCENTIVE PLAN
2009 NONQUALIFIED STOCK OPTION AGREEMENT
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You
have been granted an option to purchase the number of shares of
Sempra Energy Common Stock set forth below.
The
terms and conditions of your option are set forth in the attached
Year 2009 Nonqualified Stock Option Agreement and in the prospectus
for the Sempra Energy 2008 Long Term Incentive Plan, which is
enclosed. The summary below highlights selected terms and
conditions but it is not complete and you should carefully read the
attachments to fully understand the terms and conditions of your
grant.
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SUMMARY
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Date of
Option Grant:
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January
2, 2009
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Name of
Optionee:
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Optionee’s
Employee Number:
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Number
of Shares of Sempra Energy Common Stock Covered by
Option:
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Exercise
Price per Share:
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$43.75
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Vesting:
Your
option vests (becomes exercisable) in four equal annual cumulative
installments of 25% each over a four-year period. Once an
installment becomes exercisable, it will remain exercisable until
it is exercised or your option expires or terminates.
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Option
Term:
Ten
years subject to earlier expiration if your employment
terminates.
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Termination
of Employment:
Your
option may expire or cease to vest if your employment is
terminated.
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No
Dividend Equivalents:
No
dividend equivalents will be paid by the Company with respect to
your option or the shares covered by your option.
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Exercise
of Option/Taxes:
Upon
exercise of your option you must pay (or make acceptable
arrangements to pay) the exercise price for each share for which
you exercise your option and any withholding taxes that may be due
as a result of exercise.
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To
accept your grant you must sign this page and promptly return it to
Sempra Energy. By doing so, you agree to all of the
terms and conditions described in the attached Year 2009
Nonqualified Stock Option Agreement and in the Sempra Energy 2008
Long Term Incentive Plan.
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Recipient:
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x
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(Signature)
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Sempra
Energy:
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/S/ Donald E. Felsinger
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(Signature)
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Title:
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Chairman
& Chief Executive Officer
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SEMPRA ENERGY
2008 LONG TERM INCENTIVE PLAN
2009 NONQUALIFIED STOCK OPTION AGREEMENT
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Company
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“Company”
as used in this agreement refers to your employer, which may be
Sempra Energy or a subsidiary of Sempra Energy.
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Vesting
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Your
option vests (becomes exercisable) in equal annual cumulative
installments over a four-year period. Each installment is 25%
of the original number of shares covered by your option and an
installment vests on each of the first four anniversaries of the
Date of Option Grant shown on the cover sheet. Once an
installment of your option becomes exercisable, it will remain
exercisable until it is exercised or your option
expires.
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No
Dividend Equivalents
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No
dividend equivalents will be paid by the Company with respect to
your option or the shares covered by your option.
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Term
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Your
option will expire at the close of business at Sempra Energy
headquarters on the day before the 10th anniversary of the
Date of Option Grant shown on the cover sheet, and is subject to
earlier expiration (as described below) if your employment with the
Company terminates.
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Termination
of Employment
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If your
employment with the Company terminates for any reason (other than
under the circumstances set forth below), your option will expire
at the close of business at Sempra Energy headquarters on the 90th
day after the date your employment terminated or upon the earlier
expiration of the ten-year term of your option. Your option
will not continue to vest after your employment terminates and will
be exercisable only as to the number of shares for which it was
exercisable on the date of your employment terminated.
If your
employment terminates for any
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