EXHIBIT 10.13
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SEMCO ENERGY, INC.
STOCK GRANT PLAN
FOR NON-EMPLOYEE DIRECTORS
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ARTICLE I
Purpose
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The purpose of this Plan is to strengthen the alignment between the
interest of each non-employee member of the Board of Directors (an "NE
Director") of SEMCO Energy, Inc. ("the Company") and the interests of the
Company's shareholders, as recommended by Towers Perrin in its report to the
Board dated June 7, 2000.
ARTICLE II
Annual Grant
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By adoption of this Plan, the Company grants each NE Director 500 shares of
common stock of the Company as compensation for services provided. As of the
first business day of March of each calendar year, starting 2002, each NE
Director shall be granted 500 shares of common stock as compensation for
services provided.
No grant shall be made to any person who ceased being an NE Director prior to
the date of grant, regardless of the reason for such cessation.
All shares of common stock granted shall be fully-paid and non-assessable.
ARTICLE III
Fair Market Value
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Each NE Director's Form 1099 (or equivalent) will reflect compensation
equal to the fair market value of the stock grant. The fair market value shall
be calculated as the average of the high and low open-market trading prices on
the day of grant.
If no such trades are effected on the day of grant, the same formula shall
be applied to the most recent trading day's prices.
ARTICLE IV
Vesting
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Each NE Director shall be immediately vested in common stock granted. Such
common stock shall, therefore, be outstanding for all purposes.
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ARTICLE V
Limited Number of Shares
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Consistent with the New York Stock Exchange Listed Company Manual, no
shares of common stock will be issued pursuant to this Plan to the extent that
issuance of such shares would result in:
(i) a single Director receiving more than 181,305 shares (1% of
outstanding common shares on the Initiation Date);
(ii) more than 906,526 shares (5% of outstanding common shares on the
Initiation Date) being issued in total pursuant to
(a) this Plan; and
(b) all other un-approved Plans.
The term "Initiation Date" means the date this Plan was adopted (August 23,
2001).
For this purpose, "un-approved Plans" does not include any Plan:
(i) for which shareholder approval has been obtained (e.g. 1997 LTIP);
(ii) which is open generally to all Company common stockholders
(e.g. DRIP);
(iii) which is a broadly-based Plan; or
(iv) to the extent that options or shares are issued to a person not
previously an employee as a material inducement to entering into an
employment contract.
Any term or phrase used in the above limitation shall be interpreted
consistent with the NYSE Listed Company Manual, including Section 312
(Shareholder Approval Policy).
ARTICLE VI
Shares Reserved
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Upon adoption of this Plan, 30,000 shares of common stock shall be reserved
for issuance pursuant hereto. Additional shares may be reserved by action of
the Board of Directors not inconsistent with Article VI.
ARTICLE VII
Rights Inalienable
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No Director shall have any right to transfer or encumber any right to
receive any common stock. Any attempt to do so will be void.
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ARTICLE VIII
No "Employment" Agreement
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Neither this Plan nor any document created pursuant to this Plan will
constitute a contract of employment or contract for services. Nor shall this
Plan or any such document interfere with the Company's right to modify the
Director's compensation.
ARTICLE IX
Administration
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This Plan shall be administered by the Secretary of the Company ("the
Administrator"). The Administrator may make, interpret and enforce rules for
administration and decide all questions and act for the Company in all manners
under this Plan (except to the extent expressly otherwise stated herein).
Administrator decisions shall be conclusive and binding on all persons,
unless a written appeal is received by the Administrator within sixty days of
the disputed decision. Any appeal timely filed will be reviewed by the
Administrator (in consultation with the President or his designee) and the
resulting decision shall be final, conclusive and binding.
ARTICLE X
Amendment and Termination of Plan
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The Board may terminate or amend this Plan at any time. Each document
having continuing effect after any such Board action shall automatically be
subject to each such action.
ARTICLE XI
Miscellaneous
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Notices may be given by personal delivery or by U.S. mail.
This Plan shall be governed by the laws of Michigan and federal income tax
laws. Any provision of this Plan conflicting with federal income tax law shall
be modified to the least extent necessary to avoid such conflict or, if not
capable of any such rational modification, be null and void.
So long as they act in good faith, the Company and its officers, directors,
agents, and employees may act pursuant to this Plan without any liability to the
Director or any other person.
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