Exhibit 10.19
<YEAR>SEMPRA ENERGY
2013 LONG TERM INCENTIVE PLAN
<YEAR> PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD
You have been granted a performance-based restricted stock unit award representing the right to receive the number of shares of Sempra Energy Common Stock set forth below, subject to the vesting conditions set forth below. The restricted stock units, and dividend equivalents with respect to the restricted stock units, under your award may not be sold or assigned and will be subject to forfeiture unless and until they vest based upon the satisfaction of total shareholder return performance criteria for a performance period beginning on <DATE>, <YEAR> and ending at the close of trading on <DATE> <YEAR>. Shares of Common Stock will be distributed to you after the completion of the performance period if the restricted stock units vest under the terms and conditions of your award. The terms and conditions of your award are set forth in the attached Year <YEAR> Restricted Stock Unit Award Agreement and in the Sempra Energy 2013 Long Term Incentive Plan, which has been provided to you. 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 award. | ||||||
| SUMMARY |
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Date of Award: | <DATE>, <YEAR> | |||||
Name of Recipient: | NAME | |||||
Recipient’s Employee Number: | EE ID | |||||
Number of Restricted Stock Units (prior to any dividend equivalents): |
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At Target: | # RSU | |||||
At Maximum: | 200% of Target (e.g. 1,000 at Target = 2,000 at Maximum) | |||||
Award Date Fair Market Value per Share of Common Stock: | $TBD | |||||
Restricted Stock Units: | ||||||
Your restricted stock units represent the right to receive shares of Common Stock in the future, subject to the terms and conditions of your award. Your restricted stock units are not shares of Common Stock. The target number of restricted stock units will vest (subject to adjustment as described below), if the target total shareholder return (a return at the 50th percentile) is achieved. If above target total shareholder return is achieved, you may vest in up to the maximum number of restricted stock units plus reinvested dividends as described below. | ||||||
Vesting/Forfeiture of Restricted Stock Units: | ||||||
Subject to certain exceptions set forth in the Year <YEAR> Restricted Stock Unit Award Agreement, your restricted stock units will vest only upon and only to the extent that the Compensation Committee determines and certifies that Sempra Energy has met specified total shareholder return performance criteria for the performance period beginning on <DATE>, <YEAR> and ending at the close of trading on <DATE> <YEAR>. Any restricted stock units that do not vest upon the Compensation Committee's determination and certification will be forfeited. | ||||||
Transfer Restrictions: | ||||||
Your restricted stock units may not be sold or otherwise transferred and will remain subject to forfeiture conditions until they vest. | ||||||
Termination of Employment: | ||||||
Your restricted stock units also may be forfeited if your employment terminates. | ||||||
Dividend Equivalents: | ||||||
You also have been awarded dividend equivalents with respect to your restricted stock units. Your dividend equivalents represent the right to receive additional shares of Common Stock in the future, subject to the terms and conditions of your award. Your dividend equivalents will be determined based on the dividends that you would have received, had you held shares of Common Stock equal to the vested number of your restricted stock units from the date of your award to the date of the distribution of shares of Common Stock following the vesting of your restricted stock units, and assuming that the dividends were reinvested in Common Stock (and any dividends on such shares were reinvested in Common Stock). The dividends will be deemed reinvested in Common Stock in the same manner as dividends reinvested pursuant to the terms of the Sempra Dividend Reinvestment Plan. Your dividend equivalents will be subject to the same transfer restrictions and forfeiture and vesting conditions as the shares represented by your restricted stock units. | ||||||
Distribution of Shares: | ||||||
Shares of Common Stock will be distributed to you to the extent your restricted stock units vest. Except as provided otherwise inthe attached Year <YEAR> Restricted Stock Unit Award Agreement, the shares will be distributed to you after the completion of the performance period ending at the close of trading on <DATE> <YEAR> and the Compensation Committee’s determination and certification of Sempra Energy’s total shareholder return for the performance period. The shares of Common Stock will include the additional shares to be distributed pursuant to your dividend equivalents. | ||||||
Taxes: | ||||||
Upon distribution of shares of Common Stock to you, you will be subject to income taxes on the value of the distributed shares at the time of distribution and must pay applicable withholding taxes. | ||||||
By your acceptance of this award, you agree to all of the terms and conditions set forth in this Cover Page/Summary, the attached Year <YEAR> Restricted Stock Unit Award Agreement and the Sempra Energy 2013 Long Term Incentive Plan. | ||||||
| Recipient: |
| X | |||
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| (Signature) | |||
| Sempra Energy: |
| /s/ Debra L. Reed | |||
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| (Signature) | |||
| Title: |
| Chairman and Chief Executive Officer |
SEMPRA ENERGY
2013 LONG TERM INCENTIVE PLAN
Year <YEAR> Restricted Stock Unit Award Agreement
By your acceptance of this award, you agree
to all of the terms and conditions described above and in the 2013 Long Term Incentive Plan
Exhibit A
Examples Illustrating the Determination
of the Vested Percentage of the
Target Number of Restricted Stock Units
The following examples illustrate how the percentage of the target number of restricted stock units is to be determined. The examples assume that Sempra Energy achieves certain total cumulative shareholder returns for the performance period. The vested percentage of your target number of restricted stock units will be determined based on Sempra Energy’s actual cumulative total shareholder return for the performance period as measured at the end of the performance period. No assurance is given that Sempra Energy will achieve the cumulative total shareholder returns shown in the examples.
Example 1
Sempra Energy’s cumulative total shareholder return for the performance period among the companies (ranked by total shareholder returns) in theS&P 500 Utility Index, as determined and certified by the Compensation Committee, is at the94th percentile. Sempra Energy’s cumulative total shareholder return for the performance period is <PERCENTAGE>.
Because Sempra Energy’s cumulative total cumulative shareholder return isabove the 90th percentile, 200% of the target number of restricted stock units vest. This is the maximum number of restricted stock units under the award and no further award adjustment can be made even though Sempra Energy’s cumulative total shareholder return is above <PERCENTAGE>.
Example 2
Sempra Energy’s cumulative total shareholder return for the performance period among the companies (ranked by total shareholder returns) in theS&P 500 Utility Index, as determined and certified by the Compensation Committee, is at the67th percentile and Sempra Energy’s cumulative total shareholder return for the performance period is <PERCENTAGE>.
The percentage of the target number of restricted stock units that vest is determined by a linear interpolation between the percentage based on the achievement of the60th percentile (125%) and the percentage based on the achievement of the70th percentile (150%).
Based on Sempra Energy’s cumulative total shareholder return relative to the S&P 500 Utilities Index and prior to consideration of the cumulative total shareholder return performance criteria,142.5% of the target number of restricted stock units would vest. Because Sempra Energy’s cumulative total shareholder return of <PERCENTAGE> is higher than <PERCENTAGE> (the trigger for the adjustment based on cumulative total shareholder return performance), the preliminary performance score is increased by 20% and the final performance score is 171%. [Calculation is 142.5% x 1.2 = 171%.]
Example 3
Sempra Energy’s cumulative total shareholder return for the performance period among the companies (ranked by total shareholder returns) in theS&P 500 Utility Index, as determined and certified by the Compensation Committee, is at the45th percentile. Sempra Energy’s cumulative total shareholder return for the performance period is <PERCENTAGE>.
Sempra Energy’s cumulative total shareholder return for the performance period exceeds the total shareholder returns of the market capitalization-weightedS&P 500 Composite Index, as determined and certified by the Compensation Committee.
Because Sempra Energy’s cumulative total shareholder return is at the45th percentile when ranked among the companies in theS&P 500 Utility Index, 75% of the target number of restricted stock units would vest (before taking into account Sempra Energy’s performance compared to the market capitalization-weightedS&P 500 Composite Index).
However, because Sempra Energy’s cumulative total shareholder return exceeds the total shareholder return of the market capitalization-weightedS&P 500 Composite Index, 100% of the target number of restricted stock units vest prior to consideration of the cumulative total shareholder return performance criteria. Because Sempra Energy’s cumulative total shareholder return of <PERCENTAGE> is less than <PERCENTAGE> (the trigger for the adjustment based on cumulative total shareholder return performance), the preliminary performance score is decreased by 20% and the final performance score is 80%. [Calculation is 100% x 0.80 = 80%.]
Example 4
Sempra Energy’s cumulative total shareholder return for the performance period among the companies (ranked by total shareholder returns) in theS&P 500 Utility Index, as determined and certified by the Compensation Committee, is at the30th percentile. Sempra Energy’s cumulative total shareholder return for the performance period is <PERCENTAGE>.
Also, Sempra Energy’s total shareholder return for the performance period is below the total shareholder return of the market capitalization-weightedS&P 500 Composite Index.
Because Sempra Energy’s total shareholder return for the performance period among companies in theS&P 500 Utility Index isat the 30th percentile, none of the target number of restricted stock units vest. Because no shares vest, there is no need to determine whether any adjustment applies based on cumulative total shareholder return.