Exhibit 10.1
RESTRICTED STOCK AGREEMENT
March 29, 1999
TO:
In consideration of your election to enter into a new Key Executive Employment
and Severance Agreement, the Company is granting you an award of shares of
Restricted Stock pursuant to the Interstate Energy Corporation Long-Term Equity
Incentive Plan (the "Plan"). This Agreement provides a brief summary of your
rights under the Plan.
The attached Plan document provides the complete details of all of your rights
under the Plan and this Agreement, as well as all of the conditions and
limitations affecting such rights. All capitalized terms appearing in this
Agreement shall have the meanings defined in the Plan.
OVERVIEW OF YOUR AWARD
1. Number of Shares of Restricted Stock: _______
2. Date of Grant: 3/29/99
3. Period of Restriction: Except as otherwise provided herein, the shares
of Restricted Stock may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated until three (3) years after the date
of grant (the "Period of Restriction").
4. Certificate Legend: Each certificate representing shares of Restricted
Stock granted pursuant to the Plan shall bear the following legend:
"The sale or other transfer of the Shares of stock represented
by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on transfer
as set forth in the Interstate Energy Corporation Long-Term
Equity Incentive Plan, and in a Restricted Stock Agreement. A
copy of the Plan and such Restricted Stock Agreement may be
obtained from Interstate Energy Corporation."
5. Removal of Restrictions: Shares of Restricted Stock shall become freely
transferable by the Participant after the last day of the Period of
Restriction. Once the shares are released from the restrictions, the
Participant shall be entitled to have the legend required by Section 4
removed from the Participant's share certificate.
6. Voting Rights; Dividends and Other Distributions:
a. Voting Rights: During the Period of Restriction and prior to any
forfeiture of Restricted Stock, the Participant may exercise
full voting rights with respect to shares of Restricted Stock.
b. Dividend and Other Distributions: During the Period of
Restriction and prior to any forfeiture of Restricted Stock, the
Participant shall be credited with all regular cash dividends
paid with respect to all shares Restricted Stock of the Company
while they are so held. Except as provided in the succeeding
sentence, all other cash dividends and other distributions paid
with respect to shares of Restricted Stock shall be credited to
the Participant subject to the same restrictions on
transferability and forfeitability as the shares of Restricted
Stock with respect to which they were paid. If any such
dividends or distributions are paid in shares of common stock of
the Company, then such shares shall be subject to the same
restrictions on transferability and forfeitability as the shares
of Restricted Stock with respect to which they were paid.
Subject to the foregoing, all dividends credited to the
Participant shall be paid to the Participant within forty-five
(45) days following the full vesting of the shares of Restricted
Stock with respect to which such dividends were earned.
7. Termination of Employment:
a. Termination of Employment Due to Death, Disability or
Retirement: If the Participant's employment terminates by reason
of death, Disability or Retirement, then all outstanding shares
of Restricted Stock shall vest one hundred percent as of the
date of employment termination. The holder of the certificates
of Restricted Stock shall be entitled to have the
nontransferability legend required under Section 4 removed from
the share certificates.
b. Termination of Employment without Cause or for Good Reason: If
the Participant's employment is terminated by the Company or any
Subsidiary without Cause or by the Participant for Good Reason
(as defined in Exhibit A attached hereto), then all outstanding
shares of Restricted Stock shall vest one hundred percent as of
the date of employment termination. The holder of the
certificates of Restricted Stock shall be entitled to have the
nontransferability legend required under Section 4 removed from
the share certificates.
c. Termination of Employment for Other Reasons: If the
Participant's employment terminates for any reason other than
those reasons set forth in Sections 7(a) and 7(b) during the
Period of Restriction, then all shares of Restricted Stock still
subject to restriction as of the date of employment termination
shall be forfeited and returned to the Company.
8. Change in Control: Upon the occurrence of a Change in Control, the
Period of Restriction and all restrictions imposed on Restricted Stock
shall lapse; provided, however, that the Committee may, in its sole
discretion, amend, modify or rescind the
-2-
provisions of this Section 8 if it determines that the operation of this
Section 8 may prevent a transaction in which the Company or any
affiliate is a party from being accounted for on a pooling-of-interests
basis.
9. Withholding:
a. Tax Withholding: The Company shall have the right to deduct or
withhold, or require the Participant to remit to the Company, an
amount sufficient to satisfy Federal, state and local taxes
(including the Participant's FICA obligation) required by law to
be withheld with respect to any taxable event arising from, or
as a result of, the award of the Restricted Stock or the lapse
of restrictions on the Restricted Stock.
b. Share Withholding: If the Participant does not make an election
under Section 83(b) of the Internal Revenue Code of 1986, as
amended, with respect to the Restricted Stock awarded hereunder,
the Participant may elect to satisfy the Company's withholding
requirement upon the lapse of restrictions on Restricted Stock,
in whole or in part, by electing to deliver to the Company
shares of previously acquired common stock of the Company
(including Restricted Stock) having a fair market value on the
date the tax is to be determined equal to the minimum statutory
total tax required to be withheld as a result of the lapse of
the restrictions on such Restricted Stock.
Please acknowledge your agreement to participate in the Plan and this Agreement,
and to abide by all of the governing terms and provisions, by signing the
following representation:
Agreement to Participate
By signing a copy of this Agreement and returning it to Wendy Portz, I
acknowledge that I have read the Plan, and that I fully understand all of my
rights under the Plan, as well as all of the terms and conditions which may
limit the lapse of restrictions on, or result in the forfeiture of, the
Restricted Stock. Without limiting the generality of the preceding sentence, I
understand that the lapse of restrictions on, and the forfeiture of, the
Restricted Stock is generally conditioned upon my continued employment with the
Company.
/s/
(Officer) Date
(Title)
Interstate Energy Corporation
By: /s/Erroll B. Davis, Jr.
Erroll B. Davis, Jr.
President and Chief Executive Officer
Exhibit A
For purposes of this Agreement, the Participant shall have "Good Reason"
for termination of employment in the event of:
1. any reduction in the Participant's base salary or any material
reduction in the percentage of base salary available as incentive compensation
or bonus opportunity or other benefits, in each case relative to those in effect
on the date hereof, or, to the extent more favorable to the Participant, those
in effect at any time after the date hereof;
2. the removal of the Participant from, or any failure to reelect or
reappoint the Participant to, any of the positions held with the Company or any
Subsidiary on the date hereof or any other positions with the Company or any
Subsidiary to which the Participant shall thereafter be elected, appointed or
assigned, except in the event that such removal or failure to reelect or
reappoint is agreed to by the Participant in writing or relates to the
termination by the Company or any Subsidiary of the Participant's employment for
Cause or by reason of Disability; or
3. a good faith determination by the Participant that there has been a
significant adverse change, without the Participant's written consent, in the
Participant's working conditions or status with the Company or any Subsidiary
relative to the working conditions or status in effect on the date hereof, or,
to the extent more favorable to the Participant, those in effect at any time
after the date hereof, including but not limited to (A) a significant change in
the nature or scope of the Participant's authority, powers, functions, duties or
responsibilities, or (B) a significant reduction in the level of support
services, staff, secretarial and other assistance, office space and
accoutrements but excluding for this purpose an isolated, insubstantial and
inadvertent event not occurring in bad faith that the Company or the applicable
Subsidiary remedies promptly after receipt of notice thereof given by the
Participant.