Exhibit 10.21
SEMPRA ENERGY
2013 LONG TERM INCENTIVE PLAN
2015 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. They will be subject to forfeiture unless and until they vest based upon the satisfaction of performance criteria. Shares of Common Stock will be distributed to you after the the Compensation Committee’s determination and certification that the performance criteria have been met, 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 2015 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 |
| ||||
|
| |||||
Date of Award: | January 2, 2015 | |||||
Name of Recipient: | NAME | |||||
Recipient’s Employee Number: | EE ID | |||||
Number of Restricted Stock Units (prior to any dividend equivalents): |
| |||||
At Target: | # RSU | |||||
|
| |||||
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. Your restricted stock units will vest (as described below), if and when both the cumulative net income performance measure (as defined in the attached Year 2015 Restricted Stock Unit Award Agreement) and commencement of commercial operations of Cameron LNG Train 1 are achieved. | ||||||
Vesting/Forfeiture of Restricted Stock Units: | ||||||
Subject to certain exceptions set forth in the Year 2015 Restricted Stock Unit Award Agreement, your restricted stock units will vest only upon the Compensation Committee’s determination and certification that Sempra Energy has achieved positive cumulative net income (to be determined in accordance with GAAP) for the performance period beginning on January 1, 2015 and ending December 31, 2017 and the Cameron LNG joint venture has commenced commercial operations of Cameron LNG Train 1. 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 2015 Restricted Stock Unit Award Agreement, the shares will be distributed to you after the Compensation Committee’s determination and certification of achievement of the performance criteria. 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 2015 Restricted Stock Unit Award Agreement and the Sempra Energy 2013 Long Term Incentive Plan. | ||||||
Recipient: |
| X | ||||
|
| (Signature) | ||||
Sempra Energy: |
| /s/ Debra L. Reed | ||||
|
| (Signature) | ||||
Title: |
| Chairman and Chief Executive Officer |
SEMPRA ENERGY
2013 LONG TERM INCENTIVE PLAN
Year 2015 Restricted Stock Unit Award Agreement
Change in Control: | In the event of a Change in Control, the following terms shall apply: § If (i) you have achieved age 55 and have completed at least five years of continuous service with Sempra Energy and its Subsidiaries as of the date of a Change in Control and your restricted stock units have not been forfeited prior to the Change in Control, (ii) your outstanding restricted stock units as of the date of a Change in Control are not subject to a “substantial risk of forfeiture” within the meaning of Code Section 409A and/or (iii) your outstanding restricted stock units are not assumed or substituted with one or more Replacement Awards as contemplated in Section 16.1 of the 2013 Long Term Incentive Plan, then in each case your outstanding restricted stock units and any associated dividend equivalents will vest immediately prior to the Change in Control with the applicable performance goals deemed to have been achieved. If the foregoing terms apply, immediately prior to the date of the Change in Control you will receive a number of shares of Common Stock equal to the number of your restricted stock units and dividend equivalents that have vested. § If your outstanding restricted stock awards are assumed or substituted with one or more Replacement Awards as contemplated in Section 16.1 of the 2013 Long Term Incentive Plan, then, except as provided otherwise in an individual severance agreement or employment agreement to which you are a party, your Replacement Awards will vest immediately as of the date such Replacement Awards are not subject to a “substantial risk of forfeiture” within the meaning of Code Section 409A. If the foregoing terms apply, in no event later than March 15 of the year following the year in which your Replacement Awards are not subject to a “substantial risk of forfeiture” within the meaning of Code Section 409A, you will receive a number of shares or other property in settlement of the Replacement Awards. |
Further Actions: | You agree to take all actions and execute all documents appropriate to carry out the provisions of this Agreement. You shall not be deemed to have accepted this award unless you execute the Arbitration Agreement provided with your award letter. You also appoint as your attorney-in-fact each individual who at the time of so acting is the Secretary or an Assistant Secretary of Sempra Energy with full authority to effect any transfer of any shares of Common Stock distributable to you, including any transfer to pay withholding taxes, that is authorized by this Agreement. |
Applicable Law: | This Agreement will be interpreted and enforced under the laws of the State of California. |
Disputes: | Any and all disputes between you and the Company relating to or arising out of the Plan or your restricted stock unit award shall be subject to the Arbitration Agreement provided with your award letter, including, but not limited to, any disputes referenced in Section 16.4 of the Plan. |
Other Agreements: | In the event of any conflict between the terms of this Agreement and any written employment, severance or other employment-related agreement between you and Sempra Energy, the terms of this Agreement, or the terms of such other agreement, whichever are more favorable to you, shall prevail, provided that in each case a conflict shall be resolved in a manner consistent with the intent that your restricted stock units comply with Code Section 409A. In the event of a conflict between the terms of this Agreement and the 2013 Long Term Incentive Plan, the plan document shall prevail. |
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