RESTRICTED STOCK UNIT AGREEMENT NICOR INC. 2006 LONG-TERM INCENTIVE PLAN
NICOR
INC. 2006 LONG-TERM
INCENTIVE PLAN
THIS
AGREEMENT, entered into as of the ___ day of ______, 2007 (the
“Agreement Date”), by and between «NAME» (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 any 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 «AMOUNT» 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 fourth anniversary
of the Agreement Date;
(b)
the Employee’s death or Disability;
(c)
a Change in Control;
or
(d)
the six-month
anniversary following Employee’s separation from service (within
the meaning of Section 409A of the Code) due to Retirement (as defined
below).
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.
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.
5.
Heirs
and
Successors. This Agreement shall be binding upon, and inure to the
benefit of, the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Company’s assets and business. Subject to
the terms of the Plan, any benefits payable to the Employee under this Agreement
that are not paid at the time of the Employee’s death shall be paid to the
beneficiary designated by the Employee in writing filed with the Committee
in
such form and at such time as the Committee shall require. If the Employee
fails to designate a beneficiary, or if the designated beneficiary of the
Employee dies before the Employee or before complete payment of the amounts
distributable under this Agreement, the Committee shall, in its discretion,
direct that amounts to be paid under this Agreement be paid to:
(a)
one
or more of the
Employee’s relatives by blood, adoption or marriage and in such proportion as
the Committee decides; or
(b)
the
legal
representative or representatives of the estate of the last to die of the
Employee and his beneficiary.
6.
Transferability. Restricted Stock Units awarded under this
Agreement are not transferable except as designated by the Employee by will
or
by the laws of descent and distribution. Notwithstanding the foregoing,
the Committee may permit the Restricted Stock Units awarded under this Agreement
to be transferred by the Employee for no consideration to or for the benefit
of
the Employee’s Immediate Family (including a trust for the benefit of the
Employee’s Immediate Family or to a partnership for members of the Employee’s
Immediate Family), subject to such limits as the Committee may establish, and
the transferee shall remain subject to all terms and conditions applicable
to
such award prior to such transfer.
7.
Employment
and
Shareholder Status. This Agreement does not constitute a contract of
employment, and does not confer on the Employee the right to be retained in
the
employ of the Company or any Related Company. Except as otherwise provided
in
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this Agreement, the
Employee shall not be deemed to be a holder of any shares of Stock pursuant
to
the Restricted Stock Units until the date of the issuance
of
a certificate to him of the actual shares of Stock subject to such Restricted
Stock Units. Except for Dividend Equivalents, the Employee shall not have
any rights to
dividends or any other rights of a shareholder with respect to the shares
of
Stock covered by the Restricted Stock Units until such shares of
Stock have been
issued to the Employee.
8.
Withholding. The Company may require that the Employee pay to the
Company, or the Company may otherwise withhold, at the time of delivery of
the
shares of Stock pursuant to the Restricted Stock Units, any such amount as
is
required by law or regulation to be withheld for federal, state or local income
tax or any other taxes incurred by reason of such payment. If the tax
obligation arises during a period in which the Employee is either an officer
of
the Company subject to Section 16(a) of the Exchange Act or prohibited from
trading under any policy of the Company or by reason of the Exchange Act, then
the tax withholding obligation shall automatically be satisfied by the Company
withholding in shares of Stock otherwise deliverable under the Restricted Stock
Units, and by signing this Agreement the Employee authorizes the Company to
so
withhold.
9.
Unfunded
Promise. The Employee’s right to receive payment of any amounts under
this Agreement shall be an unfunded entitlement and shall be an unsecured claim
against the general assets of the Company.
10.
Adjustment
to Number of
Shares Subject to Agreement. In the event of any change in the
outstanding shares of Stock by reason of any stock dividend, split, spin-off,
recapitalization, merger, consolidation, combination, exchange of shares or
other similar change, the terms of this Agreement and the number of Restricted
Stock Units and this Agreement shall be adjusted in the manner specified in
Section 6.4 of the Plan.
11.
Definitions.
Except where the context clearly implies or indicates the contrary, a word,
term, or phrase used in the Plan is similarly used in this Agreement.
12.
Administration.
The authority to manage and control the operation and administration of this
Agreement shall be vested in the Committee, and the Committee shall have all
powers with respect to this Agreement as it has with respect to the Plan.
Any interpretation of the Agreement by the Committee and any decision made
by it
with respect to the Agreement is final and binding on all persons.
13.
Plan
Governs.
Notwithstanding anything in this Agreement to the contrary, the terms of
this
Agreement shall be subject to the terms of the Plan, a copy of which may be
obtained by the Employee from the office of the Secretary of the Company.
In the event of a conflict between any terms of this Agreement and the terms
of
the Plan, the terms of the Plan shall govern.
14.
Amendment.
This
Agreement may be amended by written agreement of the Employee and the Company,
without the consent of any other person.
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IN
WITNESS WHEREOF, the Employee has hereunto set his hand, and the
Company has caused these presents to be executed in its name and on its behalf,
and its corporate seal to be affixed hereto, all as of the Agreement Date.
«NAME»
By:
Its:
ATTEST:
Its:
Assistant
Secretary
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