Exhibit 10.11
WISCONSIN ENERGY CORPORATION
NON-QUALIFIED STOCK OPTION AWARD
THIS NON-QUALIFIED STOCK OPTION, dated the 19th day of May, 1998, is
granted by WISCONSIN ENERGY CORPORATION (the "Company"), to Director (the
"Director") pursuant to the Company's 1993 Omnibus Stock Incentive Program
(the "Plan") as amended on May 19, 1998.
WHEREAS, the Company believes it to be in the best interests of the
Company, its subsidiaries and its stockholders for its directors to
increase their stock ownership in the Company in order that they will thus
have a greater incentive to direct the Company's affairs in such a way that
its shares may become more valuable; and
WHEREAS, the Director serves the Company or one of its subsidiaries as
director ("Covered Service");
NOW, THEREFORE, in consideration of these premises and the services to be
performed by the Director, the Company grants this stock option to the
Director on the following terms and conditions.
1. OPTION GRANT
------------
The Company grants to the Director an option to purchase a total of
Shares shares of Common Stock of the Company at an option price of
$29.344 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").
2. VESTING OF OPTION
-----------------
Except as otherwise provided herein, this option shall be exercisable only
prior to the expiration date hereof, and then only as set forth in the
following schedule:
Years from Date of Option Grant Shares Exercisable
------------------------------- ------------------
Less than 1 0%
At least 1 but less than 2 33.3%
At least 2 but less than 3 66.6%
At least 3 100%
Notwithstanding the foregoing, this option shall become immediately
exercisable in the event that all of a Director's Covered Service ceases
because of death or disability (which shall mean such illness or injury as
renders the Director unable to perform Covered Service) or all Covered
Service ceases for any other reason at or after age 60. In addition, this
option shall become fully exercisable upon a Change of Control of the
Company, as defined in paragraph 11 of the Plan, while the Director is in
Covered Service. Any unvested shares are immediately forfeited if the
Director leaves Covered Service for any reason other than death or
disability or prior to age 60. However, the Compensation Committee may, in
its discretion, vest options upon separation.
3. TERM OF OPTION
--------------
All rights to exercise this option shall terminate at the earliest of the
following dates:
(a) following cessation of all Covered Service, for any reason other
than death, vested options are exercisable for 5 years; or
(b) following cessation of all Covered Service because of death,
vested options are exercisable for 2 years; or
(c) ten years from date of grant.
4. 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:
(1) 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 Director (or an attestation of the Director'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 Director for six months), and
(2) such other documents or representations as the Company may
reasonably request in order to comply with securities, tax or
other laws then applicable to the exercise of the option.
5. NON-TRANSFERABILITY; DEATH
--------------------------
This option is not transferable by the Director otherwise than by will or
the laws of descent and distribution and is exercisable during the
Director's lifetime only by the Director. If the Director dies after
cessation of all Covered Service, but during the option period and before
the expiration of the 5-year exercise period specified in paragraph 3(i)
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 4 hereof, by the Director'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 Director's death or (b) ten
years from the date hereof, whichever period is shorter.
6. 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 Director 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 Director's account in the
book-entry form.
7. 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 Director shall thereafter be entitled to receive upon the due
exercise of this option the Acquisition Consideration the Director would
have been entitled to receive for Common Stock acquired through exercise of
this option immediately prior to the effective date of such transaction.
8. WITHHOLDING
-----------
The Director will be responsible for any tax consequences that result from
the exercise of this option. The Director grants the Company full power
and authority to take any action it considers necessary or desirable in
order to comply with any applicable tax withholding or reporting
obligations.
9. 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.
IN WITNESS WHEREOF, the Company has caused the execution hereof by its duly
authorized officer and Director has agreed to the terms and conditions of
this option, all as of the date first above written.
WISCONSIN ENERGY CORPORATION
By: ----------------------------------
Corporate Secretary
----------------------------------
Director
WISCONSIN ENERGY CORPORATION
RESTRICTED STOCK AWARD
THIS RESTRICTED STOCK AWARD, dated this 19th day of May, 1998, is granted
by WISCONSIN ENERGY CORPORATION (the "Company") to Name (the "Employee"),
pursuant to the Company's 1993 Omnibus Stock Incentive Plan (the "Plan") as
amended on May 19, 1998.
WHEREAS, the Company believes it to be in the best interests of the
Company, its subsidiaries and its stockholders to provide an incentive for
certain of its key employees to work for and manage the affairs of the
Company in such a way that its shares 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 Restricted Stock Award
to the Employee on the following terms and conditions.
1. AWARD
-----
The Company grants to the Employee a restricted stock award on May 19, 1998
(the "Award Date"), covering Rest_Stock shares of the common stock of the
Company (the "Restricted Stock").
2. RESTRICTION
-----------
The Restricted Stock shall become vested upon the first to occur, if any,
of the following events:
(a) The termination of the Employee's employment with the
Company or a subsidiary by reason of retirement, disability, or
death. For these purposes, "retirement" shall mean separation
from the service of the Company at or after the attainment of age
60, and "disability" shall mean separation from the service of
the Company because of such illness or injury as renders the
Employee unable to perform the material duties of the Employee's
job.
(b) The occurrence of a Change of Control of the Company as
defined in paragraph 11 of the Plan.
(c) Ten years from the date of this Award.
The period of time during which the shares covered by this Restricted Stock
Award are forfeitable is referred to as the "Restricted Period". If the
Employee's employment with the Company or one of its subsidiaries
terminates during the Restricted Period for any reason other than as
specified in subsection (a) above, the Restricted Stock shall be forfeited
to the Company on the date of such termination, without any further
obligations of the Company to the Employee and all rights of the Employee
with respect to the Restricted Stock shall terminate. The Compensation
Committee may, in its discretion, vest shares upon separation.
3. PERFORMANCE ACCELERATION GOALS
------------------------------
Notwithstanding Section 2, restrictions will be removed on M_10 shares of
the Restricted Stock and on any additional restricted shares acquired with
cash dividends on such Restricted Stock or acquired as a result of stock
dividends thereon for every year, on a cumulative basis, in which the
schedule of cumulative earnings identified in Appendix A is met or
exceeded. An illustration regarding the removal of restrictions based on
this Section is set forth in Appendix A and made a part hereof. If the
Company shall, at any time during the Restricted Period, change the number
of its issued and outstanding shares of common stock by means of a stock
dividend or a stock split without new consideration to the Company, the
schedule of cumulative earnings identified in Appendix A shall be adjusted
accordingly so that the incentive targets represented by such schedule are
preserved. In the event of any other change in the capital structure of
the Company or any other event regarding the Company during the Restricted
Period, the Compensation Committee may make such adjustment, if any,
respecting such schedule as it considers desirable. The Compensation
Committee may, in its discretion, permit earlier vesting.
4. RIGHTS DURING RESTRICTED PERIOD
-------------------------------
The Employee, during the Restricted Period, shall have the right to vote
the Restricted Stock; however, all cash dividends, stock dividends, stock
rights or other securities issued with respect to the Restricted Stock
(collectively, the "Proceeds") shall be forfeitable and subject to the same
restrictions as exist regarding the original shares of Restricted Stock.
All cash dividends will be used to acquire additional restricted shares.
The Restricted Stock shall be nontransferable during the Restricted Period,
except by will or the laws of descent and distribution.
5. CUSTODY
-------
The Restricted Stock may be credited to Employee in book entry form and
shall be held, along with any Proceeds, in custody by the Company or an
agent for the Company (including, as determined by the Company, under the
Company's Stock Plus Plan and any Proceeds may be applied as directed by
the Company) until the applicable restrictions have expired. If any
certificates are issued for shares of Restricted Stock or any of the
Proceeds during the Restricted Period, such certificates shall bear an
appropriate legend as determined by the Company referring to the applicable
terms, conditions and restrictions and the Employee shall deliver a signed,
blank stock power to the Company relating thereto.
6. TAX WITHHOLDING
---------------
The Employee may satisfy any tax withholding obligations arising with
respect to the Restricted Stock in whole or in part by tendering a check to
the Company for any required amount, by election to have a portion of
shares 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.
7. IMPACT ON OTHER BENEFITS
------------------------
The value of the Restricted Stock awarded hereunder, either on the award
date or at the time such shares become vested, shall not be includable as
compensation or earnings for purposes of any other benefit plan or program
offered by the Company or its subsidiaries.
WISCONSIN ENERGY CORPORATION
By:
---------------------------------
Corporate Secretary
---------------------------------
Name
WISCONSIN ENERGY CORPORATION
INCENTIVE STOCK OPTION AWARD
THIS INCENTIVE STOCK OPTION, dated the 19th day of May, 1998, 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 on May 19, 1998.
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. OPTION GRANT
------------
The Company grants to the employee an option to purchase a total of ISO
shares of Common Stock of the Company at an option price of $29.344 per
share. This option is 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").
2. VESTING OF OPTION
-----------------
Except as otherwise provided herein, this option shall be exercisable only
prior to the expiration date hereof, and then only as set forth in the
following schedule:
Years from Date of Option % of Shares Exercisable
Granted -----------------------
-------------------------
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 in the event that the Employee's employment with the Company or
a subsidiary terminates by reason of retirement, disability, or death. For
purposes of this option, "retirement" shall mean separation from the
service of the Company either at or at or after the attainment of age 55
and completion of at least ten years of service or at or after age 65, and
"disability" shall mean separation from the service of the Company because
of such illness or injury as renders the Employee unable to perform the
material duties of the Employee's job. In addition, this option shall
become fully exercisable upon a Change of Control of the Company, as
defined in paragraph 11 of the Plan, while the Employee is employed by the
Company. Any unvested shares are immediately forfeited if the Employee
ceases to be employed by the Company for any reason other than retirement,
disability, or death. However, the Compensation Committee may, in its
discretion, vest options upon separation.
3. TERM OF OPTION
--------------
All rights to exercise this option shall terminate at the earliest of the
following dates:
(i) three months after the termination of the Employee's employment
with the Company or a subsidiary for any reason other than
retirement, disability or death;
(ii) two years after the termination of employment by reason of
disability or death (provided that the option shall not be
treated as an incentive stock option if it is exercised more than
one year after termination by reason of permanent and total
disability within the meaning of Section 422(c)(6) of the Code);
(iii) five years after termination of employment by retirement (provided
that the option shall not be treated as an incentive stock option
if it is exercised more than three months after Employee's
termination of employment); or
(iv) ten years from the date of grant.
4. 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:
(a) 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 (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
(b) 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. This
option shall not be treated as an incentive stock option unless
it is exercised within the time limits permitted by applicable
tax laws.
5. NON-TRANSFERABILITY; DEATH
--------------------------
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 but during the option period and before the
expiration of the applicable exercise period specified in paragraph 3
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 4 hereof, 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.
6. 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.
7. 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.
8. NOTICE OF DISPOSITION
---------------------
If the Employee disposes of any shares acquired on the exercise of this
option within either (a) two years after the date of option grant or (b)
one year after the date of option exercise, the Employee agrees to notify
the Company within seven days of such disposition.
9. 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.
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
WISCONSIN ENERGY CORPORATION
INCENTIVE STOCK OPTION AWARD
THIS INCENTIVE STOCK OPTION, dated the 19th day of May, 1998, 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 on May 19, 1998.
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. OPTION GRANT
------------
The Company grants to the employee an option to purchase a total of ISO
shares of Common Stock of the Company at an option price of $29.344 per
share. This option is 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").
2. VESTING OF OPTION
-----------------
Except as otherwise provided herein, this option shall be exercisable only
prior to the expiration date hereof, and then only as set forth in the
following schedule:
Years from Date of Option % of Shares Exercisable
Granted -----------------------
------------------------
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 in the event that the Employee's employment with the Company or
a subsidiary terminates by reason of retirement, disability, or death. For
purposes of this option, "retirement" shall mean separation from the
service of the Company either at or at or after the attainment of age 55
and completion of at least ten years of service or at or after age 65, and
"disability" shall mean separation from the service of the Company because
of such illness or injury as renders the Employee unable to perform the
material duties of the Employee's job. In addition, this option shall
become fully exercisable upon a Change of Control of the Company, as
defined in paragraph 11 of the Plan, while the Employee is employed by the
Company. Any unvested shares are immediately forfeited if the Employee
ceases to be employed by the Company for any reason other than retirement,
disability, or death. However, the Compensation Committee may, in its
discretion, vest options upon separation.
3. TERM OF OPTION
--------------
All rights to exercise this option shall terminate at the earliest of the
following dates:
(i) three months after the termination of the Employee's employment
with the Company or a subsidiary for any reason other than
retirement, disability or death;
(ii) two years after the termination of employment by reason of
disability or death (provided that the option shall not be
treated as an incentive stock option if it is exercised more than
one year after termination by reason of permanent and total
disability within the meaning of Section 422(c)(6) of the Code);
(iii) five years after termination of employment by retirement (provided
that the option shall not be treated as an incentive stock option
if it is exercised more than three months after Employee's
termination of employment); or
(iv) ten years from the date of grant.
4. 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:
(a) 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 (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
(b) 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. This
option shall not be treated as an incentive stock option unless
it is exercised within the time limits permitted by applicable
tax laws.
5. NON-TRANSFERABILITY; DEATH
--------------------------
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 but during the option period and before the
expiration of the applicable exercise period specified in paragraph 3
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 4 hereof, 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.
6. 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.
7. 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.
8. NOTICE OF DISPOSITION
---------------------
If the Employee disposes of any shares acquired on the exercise of this
option within either (a) two years after the date of option grant or (b)
one year after the date of option exercise, the Employee agrees to notify
the Company within seven days of such disposition.
9. 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.
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