Exhibit 10(a)4
ALLETE
EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN
STOCK GRANT
[PRESIDENT OF ALLETE PROPERTIES, LLC]
Name
SS #
In accordance with the terms of ALLETE's Executive Long-Term Incentive
Compensation Plan (the "Plan"), as determined by and through the Executive
Compensation Committee of ALLETE's Board of Directors, ALLETE hereby grants to
you (the "Participant") the right to receive ALLETE Common Stock, as set forth
below, subject to the terms and conditions set forth in this Grant (including
Annex A hereto and all documents incorporated herein by reference):
Number of Shares of ALLETE Common Stock:
Date of Grant: February 1, 2006
Vesting Period: 30% on February 1, 2007
30% on February 1, 2008
40% on February 1, 2009
This Grant is made in accordance with the Plan, which was approved by ALLETE's
shareholders at the 2005 Annual Meeting.
Further terms and conditions of the Grant are set forth in Annex A hereto, which
is an integral part of this Grant.
All terms, provisions and conditions set forth in the Plan and not set forth
herein are incorporated by reference. To the extent any provision hereof is
inconsistent with a provision of the Plan, the provisions of the Plan will
govern.
IN WITNESS WHEREOF, ALLETE has caused this Grant to be executed by its Chairman,
President and Chief Executive Officer as of the date and year first above
written.
ALLETE
By:________________________________________
Chairman, President and CEO
Attachment: Annex A
ANNEX A
TO
ALLETE
EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN
STOCK GRANT
[PRESIDENT OF ALLETE PROPERTIES, LLC]
1. FURTHER TERMS AND CONDITIONS OF STOCK GRANT. The Grant of Shares
evidenced by the Grant to which this is annexed is subject to the following
additional terms and conditions:
(a) DIVIDEND EQUIVALENTS. The Participant shall not receive Dividend
Equivalents with respect to the number of Shares subject to the Grant.
(b) PAYMENT. Subject to the provisions of subsection (c) hereof, payment
shall be made within two and one half months after the end of the vesting
period, after withholding Shares equal in value to the Participant's income
tax obligation via a deposit of ALLETE common stock into an account in the
ALLETE Invest Direct plan.
(c) PAYMENT UPON DEATH, RETIREMENT, DISABILITY, FORFEITURE OF UNVESTED
SHARES UPON UNSATISFACTORY JOB PERFORMANCE, OR OTHER TERMINATION OF EMPLOYMENT.
(1) During the Vesting Period (i) if the Participant retires
pursuant to the terms of a tax qualified retirement plan of ALLETE or
a Subsidiary or upon such other retirement as may be approved by the
Committee, (ii) in the event of the death of the Participant while in
the employ of ALLETE or a Subsidiary, or (iii) in the event of the
termination of the employment of the Participant due to Disability (as
defined in Section 22(e)(3) of the Code), all unvested Shares of Stock
shall vest and be paid within two and one half months after such event
to the Participant (or the Participant's beneficiary or estate). The
payment shall be prorated based upon the number of whole calendar
months within the three year Vesting Period which had elapsed as of
the date of death, retirement or termination due to Disability in
relation to the number of calendar months in the three year Vesting
Period. A whole month is counted in the calculation if the Participant
was in the position as of the 15th of the month.
(2) If prior to payment of all Shares, the Participant is demoted, or
ALLETE or a Business Unit determines, in its sole discretion, that the
Participant's job performance is unsatisfactory, ALLETE reserves the
right to cancel or amend the Participant's grant relating to any
unpaid Shares, with the result that some portion or all of the
Participant's unpaid Shares are forfeited.
(3) If the Participant's employment with ALLETE or any Subsidiary
terminates for any reason other than death, Disability or retirement,
as specified in subsection (c)(1) hereof, all Shares to the extent not
yet vested shall, except as otherwise provided by the Committee, be
forfeited on the date of such other termination of employment.
1
2. RATIFICATION OF ACTIONS. By receiving the Grant or other benefit
under the Plan, the Participant and each person claiming under or through
Participant shall be conclusively deemed to have indicated the Participant's
acceptance and ratification of, and consent to, any action taken under the Plan
or the Grant by ALLETE, the Board or the Committee.
3. NOTICES. Any notice hereunder to ALLETE shall be addressed to
ALLETE, 30 West Superior Street, Duluth, Minnesota 55802, Attention: Manager -
Executive Compensation and Employee Benefits, Human Resources, and any notice
hereunder to the Participant shall be directed to the Participant's address as
indicated by ALLETE's records, subject to the right of either party to designate
at any time hereafter in writing some other address.
4. DEFINITIONS. Capitalized terms not otherwise defined herein shall
have the meanings given them in the Plan.
5. GOVERNING LAW AND SEVERABILITY. To the extent not preempted by the
Federal law, the Grant will be governed by and construed in accordance with the
laws of the State of Minnesota, without regard to conflicts of law provisions.
In the event any provision of the Grant shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of the
Grant, and the Grant shall be construed and enforced as if the illegal or
invalid provision had not been included.