VECTREN CORPORATION AT RISK COMPENSATION PLAN STOCK UNIT AWARD GRANT AGREEMENT (NON-EMPLOYEE DIRECTOR)
VECTREN
CORPORATION
STOCK
UNIT AWARD
GRANT
AGREEMENT
(NON-EMPLOYEE
DIRECTOR)
Name of
Grantee:_______________________No. of Units:________
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Date
of Grant:
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___, 20__
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_______________________
(“Grantee”) is hereby granted on ___ ___, 20__ (the “Grant Date) under Section
7.4 of the Vectren Corporation (Company) At Risk Compensation Plan (the “Plan”)
a grant of ___ Stock Unit Awards on the following terms and
conditions:
1. Restriction.
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(A) Value
of the Stock Unit Award. Within thirty days after the
lifting of the restrictions, the Grantee shall be paid, for each Stock
Unit Award, in cash, the Fair Market Value of one share of the Company’s
Common Stock on the date the restrictions lapse; provided, however, if the
restrictions are being lifted as of May 1, 2010 and the Grantee is not
then in compliance with the share ownership guidelines established by the
Company’s Board of Directors (Board), at that time the value of each Stock
Unit Award shall be paid to the Grantee in one unrestricted share of the
Company’s common stock. The determination of compliance will be made by
valuing the Grantee’s ownership interest by averaging the high and low
prices of a share of the Company’s common stock during the preceding month
of April and comparing the resulting amount of ownership interest against
the then applicable share ownership guideline.
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(B) Restricted
Period. Except as otherwise provided pursuant to or in
accordance with the terms and provisions of this Agreement or the Plan,
the Stock Unit Awards shall not be sold, exchanged, assigned, transferred
or permitted to be transferred, voluntarily, involuntarily, or by
operation of law, delivered, encumbered, discounted, pledged,
hypothecated, or otherwise disposed of during the “Restricted Period,”
which shall, with respect to each Stock Unit Award, commence on the Grant
Date and, except as otherwise provided in this Agreement or the Plan, end
on May 1, 2010.
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2.
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Capitalization
Changes. Prior to the lifting of restrictions, in the
event of a change in the Company’s outstanding shares by reason of a stock
dividend, stock split, merger, consolidation, stock rights plan or
exchange of shares or other similar corporate change, the Committee shall
make appropriate adjustments in the number of Stock Unit Awards granted
hereunder.
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3.
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Dividends. Prior
to the lifting of restrictions, the Grantee shall be entitled to receive a
cash amount equivalent to the dividend that would be payable had each
Stock Unit Award been issued in the form of one share of common stock of
the Company, which shall not be refundable in the event the Stock Unit
Award is forfeited in whole or in
part.
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4.
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Investment
Representation. By executing this Agreement, Grantee
represents that the Stock Unit Award is being held in good faith for
investment purposes only and not with a view to, or for sale in connection
with, any distribution thereof, and that any Stock Unit Award Grantee or
Xxxxxxx’s legal representatives acquire pursuant to this award will be
acquired by them in good faith for investment purposes and not with a view
to, or for sale in connection with, any distribution
thereof.
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6.
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The
Plan. This grant is subject to all the terms, provisions
and conditions of the Plan, which is incorporated herein by reference,
including the defined terms not otherwise defined herein, and to such
regulations as may from time to time be adopted by the
Committee. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms, conditions
and provisions of the Plan shall control, and this Agreement shall be
deemed to be modified accordingly.
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7.
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Withholding. Vectren
shall withhold all applicable taxes required by law from all amounts paid
in satisfaction of the award.
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8.
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Notices. All
notices by the Grantee or his or her assigns to Vectren shall be addressed
to Vectren Corporation, Xxx Xxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxx 00000, Attention: Corporate Secretary, or
such other address as Vectren may, from time to time,
specify. All notices by Vectren to the Grantee shall be
addressed to the Grantee at their current work location at Vectren or, if
they are no longer employed by Vectren, at the address on file for the
Grantee with the Human Resources department of
Vectren.
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VECTREN
CORPORATION
By: _____________________________
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Its: A
Duly Authorized Signatory on behalf of the Nominating and
Corporate Governance Committee
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Accepted
as of the date first above written
___________________________________,
Grantee
