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 in January 2018. Shares of Common Stock will be distributed to you after the completion of the performance period ending in January 2018, 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: | <$PRICE> | |||||
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 (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 the first New York Stock Exchange trading day of 2018. 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 in <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