Exhibit (10)-1b
WISCONSIN ENERGY CORPORATION
NON-QUALIFIED STOCK OPTION AWARD
THIS NON-QUALIFIED STOCK OPTION, dated the 3rd day of April,
2000, is granted by WISCONSIN ENERGY CORPORATION (the "Company"),
to Name (the "Employee") pursuant to the Company's 1993 Omnibus
Stock Incentive Program (the "Plan") as amended from time to
time.
WHEREAS, the Company believes it to be in the best interests of
the Company, its subsidiaries and its stockholders for its
officers and other key employees to obtain or increase their
stock ownership interest in the Company in order that they will
thus have a greater incentive to work for and manage the
Company's affairs in such a way that its shares may become more
valuable; and
WHEREAS, the Employee is employed by the Company or one of its
subsidiaries as an officer or key employee;
NOW, THEREFORE, in consideration of these premises and the
services to be performed by the Employee, the Company grants this
stock option to the Employee on the following terms and
conditions.
1. DEFINED TERMS
All capitalized terms used in this option and not otherwise
defined herein are defined in the attached Appendix or in the
Plan.
2. OPTION GRANT
The Company grants to the Employee an option to purchase a total
of NQ shares of common stock of the Company (the "Common Stock")
at an option price of $19.969 per share. This option is not
intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
3. VESTING OF OPTION
Except as otherwise provided herein, this option shall be
exercisable only prior to the Expiration Date (as defined in
paragraph 4), and then only as set forth in the following
schedule:
Years from Date of Option Grant % of Shares
Exercisable
Less than 1 0%
At least 1 but less than 2 25%
At least 2 but less than 3 50%
At least 3 but less than 4 75%
At least 4 100%
Notwithstanding the foregoing, this option shall become
immediately exercisable upon the occurrence of any of the
following events (the "Special Vesting Events"):
(i) the termination of the Employee's employment with the
Company or a subsidiary by reason of Retirement,
Disability or death,
(ii) the termination of the Employee's employment with the
Company or a subsidiary by reason of discharge without
Cause and not for reasons relating to performance,
(iii) any termination of the Employee's employment with the
Company or a subsidiary under circumstances entitling
the Employee to separation benefits under the Company's
Special Executive Severance Policy or Executive
Severance Policy, or
(iv) the occurrence of a Change in Control of the Company
while the Employee is employed by the Company or a
subsidiary.
Any unvested shares are immediately forfeited upon the Employee's
cessation of employment with the Company or a subsidiary prior to
the occurrence of a Special Vesting Event. However, the
Committee may, in its discretion, vest options upon separation.
4. TERM OF OPTION
All rights to exercise this option shall terminate on the
Expiration Date which is the earliest of the following dates:
(i) three months after the Employee's voluntary separation
from employment with the Company or a subsidiary prior
to the occurrence of a Special Vesting Event,
(ii) ten years from the date of grant after the Employee's
termination of employment with the Company or a
subsidiary on or after the occurrence of a Special
Vesting Event, or
(iii) ten years from the date of grant.
5. METHOD OF EXERCISE
This option may be exercised only by appropriate notice in
writing delivered to the Corporate Secretary of the Company and
accompanied by:
(i) a check payable to the order of the Company for the
full purchase price of the shares purchased, or
delivery of shares of Common Stock owned by the
Employee and acceptable to the Committee (or an
attestation of the Employee's ownership of such shares
in lieu of delivery) valued at fair market value on the
date of exercise, or some combination of a check and
use of such shares (and shares acquired in a prior
option exercise may not be used for this purpose until
the shares have been held by the Employee for six
months), and
(ii) such other documents or representations (and
satisfaction of any applicable tax withholding
obligations) as the Company may reasonably request in
order to comply with securities, tax or other laws then
applicable to the exercise of the option.
6. NON-TRANSFERABILITY; DEATH; DESIGNATED BENEFICIARY
This option is not transferable by the Employee otherwise than by
will or the laws of descent and distribution and is exercisable
during the Employee's lifetime only by the Employee. If the
Employee dies after termination of employment without any Special
Vesting Event having occurred but during the option period and
before the Expiration Date specified in paragraph 4 hereof, this
option may be exercised, to the extent otherwise vested, in whole
or in part and from time to time, in the manner described in
paragraph 5 hereof, by the Employee's "Designated Beneficiary"
(defined below) or if none or if the Designated Beneficiary does
not survive the Employee, by the Employee's estate or the person
to whom the option passes by will or the laws of descent and
distribution, but only within a period of (a) two years after the
Employee's death or (b) ten years from the date hereof, whichever
period is shorter. To the extent that this option may be
exercisable after the death of the Employee (whether before or
after termination of employment), this option may be exercised by
the "Designated Beneficiary" of the Employee. The "Designated
Beneficiary" shall be the beneficiary or beneficiaries designated
by the Employee in a writing filed with the Committee in such
form and at such time as the Committee may require. If a
deceased Employee fails to designate a beneficiary, or if the
Designated Beneficiary does not survive the Employee, any rights
that would have been exercisable by the Employee and any benefits
distributable to the Employee shall be exercised by or
distributed to the legal representative of Employee's estate or
the person to whom the option passes by will or by the laws of
descent and distribution. If a deceased Employee designates a
beneficiary and the Designated Beneficiary survives the Employee
but dies before the Designated Beneficiary's exercise of all
rights under this option or before complete distribution of
benefits to the Designated Beneficiary under this option, then
any rights that would have been exercisable by the Designated
Beneficiary shall be exercised by the legal representative of the
estate of the Designated Beneficiary, and any benefits
distributable to the Designated Beneficiary shall be distributed
to the legal representative of the estate of the Designated
Beneficiary.
7. REGISTRATION
If at any time during the option period the Company shall be
advised by its counsel that shares deliverable upon exercise of
the option are required to be registered under the Securities Act
of 1933 ("Act") or any state securities laws, or that delivery of
the shares must be accompanied or preceded by a prospectus
meeting the requirements of that Act or such state securities
laws, the Company will use its best efforts to effect the
registration or provide the prospectus not later than a
reasonable time following each exercise of this option, but
delivery of shares by the Company may be deferred until the
registration is effected or the prospectus is available. The
Employee shall have no interest in shares covered by this option
until certificates for the shares are issued, or in lieu of
certificates, shares are credited to the Employee's account in
the book-entry form.
8. ADJUSTMENTS
If the Company shall at any time change the number of shares of
its Common Stock without new consideration to the Company (such
as by stock dividend, stock split or similar transaction), the
total number of shares then remaining subject to purchase
hereunder shall be changed in proportion to the change in issued
shares and the option price per share shall be adjusted so that
the total consideration payable to the Company upon the purchase
of all shares not theretofore purchased shall not be changed. If
during the term of this option, the Common Stock of the Company
shall be changed into another kind of stock or into securities of
another corporation, cash, evidence of indebtedness, other
property or any combination thereof (the "Acquisition
Consideration"), whether as a result of reorganization, sale,
merger, consolidation, or other similar transaction, the
Committee shall cause adequate provision to be made whereby the
Employee shall thereafter be entitled to receive upon the due
exercise of this option the Acquisition Consideration the
Employee would have been entitled to receive for Common Stock
acquired through exercise of this option immediately prior to the
effective date of such transaction.
9. WITHHOLDING
Employee may satisfy any tax withholding obligations arising with
respect to the exercise of this option in whole or in part by
tendering a check to the Company for any required amount, by
election to have a portion of the shares that would otherwise be
issued withheld to defray all or a portion of any applicable
taxes, or by election to have the Company or its subsidiaries
withhold the required amounts from other compensation payable to
the Employee.
10. IMPACT ON OTHER BENEFITS
The income attributable to the exercise of this option shall not
be includable as compensation or earnings for purposes of any
other benefit plan or program offered by the Company or its
subsidiaries.
11. PLAN GOVERNS
Notwithstanding anything in this option, the terms of this option
shall be subject to the terms of the Plan, a copy of which may be
obtained by the Employee from the Secretary of the Company, and
this option is subject to all interpretations, amendments, rules
and regulations established by the Committee from time to time
pursuant to the Plan.
IN WITNESS WHEREOF, the Company has caused the execution hereof
by its duly authorized officer and Employee has agreed to the
terms and conditions of this option, all as of the date first
above written.
WISCONSIN ENERGY CORPORATION
By
---------------------------
Corporate Secretary
---------------------------
Name
APPENDIX
This is an appendix to a Wisconsin Energy Corporation
Incentive Stock Option Award (the "Agreement") dated April 3,
2000.
As used in the Agreement, the terms set forth below shall have
the following meanings:
(a) "Cause" means:
(i) the willful and continued failure of the Employee
to substantially perform the Employee's duties (other
than a failure resulting from incapacity due to
physical or mental illness), after a written demand for
substantial performance is delivered to the Employee by
the Board of Directors of the Company, the Compensation
Committee or an elected officer of the Company which
specifically identifies the manner in which the Board,
the Committee or the elected officer believes that the
Employee has not substantially performed the Employee's
duties, or
(ii) the willful engaging by the Employee in illegal
conduct or gross misconduct which is materially and
demonstrably injurious to the Company. However no act,
or failure to act, on the Employee's part shall be
considered "willful" unless done, or omitted to be
done, by the Employee not in good faith and without
reasonable belief that the Employee's action or
omission was in the best interest of the Company.
(b) "Disability" means separation from the service of the
Company or a subsidiary because of such illness or injury as
renders the Employee unable to perform the material duties
of the Employee's job.
(c) "Executive Severance Policy" and the "Special Executive
Severance Policy" means such Severance Policies as adopted
in connection with the acquisition by the Company of WICOR,
Inc. and as amended from time to time.
(d) "Retirement" means separation from the Service of the
Company or a subsidiary either at or after attainment of age
55 and completion of at least ten years of service or at or
after age 65.