Exhibit 10.22
THE LACLEDE GROUP, INC.
2002 EQUITY INCENTIVE PLAN
1. PURPOSE. The purpose of The Laclede Group, Inc. Equity
Incentive Plan (the "Plan") is to encourage key employees of The Laclede
Group, Inc. (the "Company") and such subsidiaries of the Company as the
Administrator designates, to acquire shares ("Shares") of common stock,
$1.00 par value, of the Company ("Common Stock") or to receive monetary
payments based on the value of such stock or based upon achieving certain
goals on a basis mutually advantageous to such employees and the Company and
thus provide an incentive for employees to contribute to the success of the
Company and align the interests of key employees with the interests of the
shareholders of the Company.
2. ADMINISTRATION. The Plan shall be administered by the
Board of Directors of the Company ("Board") or the Compensation Committee of
the Board as determined by the Board (the "Administrator").
The authority to select persons eligible to participate in the
Plan, to grant benefits in accordance with Section 5 of the Plan, and to
establish the timing, pricing, amount and other terms and conditions of such
grants (which need not be uniform with respect to the various Participants
or with respect to different grants to the same Participant), may be
exercised by the Administrator in its sole discretion. No grant shall have a
term in excess of ten (10) years nor have a vesting period of less than one
year, nor shall any stock option be granted at less than fair market value
on the date of grant. An award of a benefit under this Plan ("Award") shall
be evidenced by an award agreement that shall set forth the terms and
conditions applicable to that Award, including applicable provisions in the
event of the termination of employment, retirement, death or disability of
the Participant. In the event of any inconsistency between the terms of such
an award agreement and terms of this Plan, the terms of the Plan shall
prevail. An award of stock options or stock appreciation rights under this
Plan is intended to be exempt for the one million dollar limit on deductible
compensation under Section 162(m) of the Internal Revenue Code of 1986, as
amended.
Subject to the provisions of the Plan, the Administrator shall have
exclusive authority to interpret and administer the Plan, to establish
appropriate rules relating to the Plan, to delegate some or all of its
authority under the Plan and to take all such steps and make all such
determinations in connection with the Plan and the benefits granted pursuant
to the Plan as it may deem necessary or advisable. Any decision of the
Administrator in the interpretation and administration of the Plan, as
described herein, shall lie within its sole and absolute discretion and
shall be final, conclusive and binding on all parties concerned (including,
but not limited to, Participants and their beneficiaries or successors). The
Administrator shall have the full power and authority to establish the terms
and conditions of any Award consistent with the provisions
THE LACLEDE GROUP, INC.
2002 EQUITY INCENTIVE PLAN
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of the Plan and to waive any such terms and conditions at any time
(including, without limitation, accelerating or waiving any vesting
conditions); provided, however, that in no event shall any Award be subject
to repricing without shareholder approval. The Administrator shall require
payment of any amount it may determine to be necessary to withhold for
federal, state, local or other taxes as a result of the exercise, grant or
vesting of an Award. Unless the Administrator specifies otherwise, the
Participant may elect to pay a portion or all of such withholding taxes by
(a) delivery in Shares or (b) having Shares withheld by the Company from any
Shares that would have otherwise been received by the Participant. In no
event shall any Participant receive a loan from the Company or any
subsidiary (directly or indirectly) in connection with any Award hereunder.
Whenever used herein, the term "Fair Market Value" means, with respect to a
share of Common Stock on a particular date, the closing price on the New
York Stock Exchange on the particular date. If the New York Stock Exchange
is not open for trading on that date, Fair Market Value shall be the average
of the closing prices on the nearest trading date before and the nearest
trading date after that date.
Notwithstanding any provision of the Plan to the contrary, Awards
under the Plan may be reduced, but not increased, by the administrator of
any performance incentive plan of the Company established to provide for the
payment of qualified performance-based compensation that is not subject to
the deduction limit in Section 162(m) of the Code.
3. SHARES RESERVED UNDER THE PLAN. Subject to the provisions
of Section 12 (relating to adjustment for changes in capital stock) an
aggregate number of one million two hundred fifty thousand (1,250,000)
shares of Common Stock of the Company shall be available for issuance under
the Plan. The shares of Common Stock issued under the Plan may be authorized
but unissued shares or shares reacquired by the Company.
As used in this Section, the term "Plan Maximum" shall refer to the
number of shares of Common Stock of the Company that are available for
issuance pursuant to the Plan. Stock underlying outstanding options, stock
appreciation rights, or performance awards will reduce the Plan Maximum.
Shares underlying expired, canceled or forfeited options, stock appreciation
rights or performance awards shall be added back to the Plan Maximum. When
the exercise price of stock options is paid by delivery of shares of Common
Stock of the Company, or if the Administrator approves the withholding of
shares from a distribution in payment of the exercise price, the Plan
Maximum shall be reduced by the net (rather than the gross) number of shares
issued pursuant to such exercise, regardless of the number of shares
surrendered or withheld in payment. Restricted stock issued pursuant to the
Plan will reduce the Plan Maximum while outstanding even while subject to
restrictions. Shares of restricted stock shall be added back to the Plan
Maximum if such restricted stock is forfeited.
Notwithstanding the above, the maximum number of Shares subject to
stock options or stock appreciation rights that may be awarded under the
Plan to any individual in any calendar year shall not exceed one hundred
twenty-five thousand (125,000) Shares. The number of Shares
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2002 EQUITY INCENTIVE PLAN
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granted in the form of Restricted Stock or Stock Units to all Participants
shall not exceed one hundred twenty-five thousand (125,000) Shares. The
limitations of this paragraph shall be adjusted in accordance with Section 12.
4. PARTICIPANTS. Participants will consist of such officers and
key employees of the Company or any designated subsidiary as the Administrator
in its sole discretion shall determine ("Participant"). Designation of a
Participant in any year shall not require the Administrator to designate
such person to receive a benefit in any other year or to receive the same
type or amount of benefit as granted to the Participant in any other year or
as granted to any other Participant in any year. The Administrator shall
consider such factors as it deems pertinent in selecting Participants and in
determining the type and amount of their respective benefits.
5. TYPES OF BENEFITS. The following benefits may be granted
under the Plan: (a) stock appreciation rights ("SARs"); (b) restricted stock
("Restricted Stock"); (c) performance awards ("Performance Awards"); (d)
incentive stock options ("ISOs"); (e) nonqualified stock options ("NQSOs");
and (f) Stock Units, all as described below; as well as any other
stock-based awards not inconsistent with the overall purpose of the Plan.
6. STOCK APPRECIATION RIGHTS. A SAR is the right to receive all
or a portion of the difference between the fair market value of a share of
Common Stock at the time of exercise of the SAR and the exercise price of
the SAR established by the Administrator, subject to such terms and
conditions set forth in a SAR agreement as may be established by the
Administrator in its sole discretion. At the discretion of the
Administrator, SARs may be exercised (a) in lieu of exercise of an option,
(b) in conjunction with the exercise of an option, (c) upon lapse of an
option, (d) independent of an option or (e) each of the above in connection
with a previously awarded option under the Plan. If the option referred to
in (a), (b) or (c) above qualified as an ISO pursuant to Section 422 of the
Internal Revenue Code of 1986 ("Code"), the related SAR shall comply with
the applicable provisions of the Code and the regulations issued thereunder.
At the time of grant, the Administrator may establish, in its sole
discretion, a maximum amount per share which will be payable upon exercise
of a SAR, and may impose conditions on exercise of a SAR. At the discretion
of the Administrator, payment for SARs may be made in cash or shares of
Common Stock of the Company, or in a combination thereof. SARs will be
exercisable not later than ten years after the date they are granted and
will expire in accordance with the terms established by the Administrator.
7. RESTRICTED STOCK. Restricted Stock is Common Stock of the
Company issued or transferred under the Plan (other than upon exercise of
stock options or as Performance Awards) subject to such terms and conditions
set forth in a Restricted Stock agreement as may be established by the
Administrator in its sole discretion. In the case of any Restricted Stock:
(a) The period of restriction shall be established by
the Administrator for any grants of Restricted Stock.
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2002 EQUITY INCENTIVE PLAN
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(b) Restricted Stock may be subject to (i) restrictions
on the sale or other disposition thereof; (ii) rights of the Company
to reacquire such Restricted Stock upon termination of the
Participant's employment within specified periods; (iii)
representation by the Participant that he or she intends to acquire
Restricted Stock for investment and not for resale; and (iv) such
other restrictions, conditions and terms as the Administrator deems
appropriate.
(c) The Participant shall be entitled to all dividends
paid with respect to Restricted Stock during the period of
restriction and shall not be required to return any such dividends
to the Company in the event of the forfeiture of the Restricted
Stock.
(d) The Participant shall be entitled to vote the
Restricted Stock during the period of restriction.
(e) The Administrator shall determine whether Restricted
Stock is to be delivered to the Participant with an appropriate
legend imprinted on the certificate or if the shares are to be
issued in the name of a nominee or deposited in escrow pending
removal of the restrictions.
8. PERFORMANCE AWARDS. Performance Awards are Common Stock of
the Company, monetary units or some combination thereof, to be issued without
any payment therefor, in the event that certain performance goals
established by the Administrator are achieved over a period of time
designated by the Administrator. The goals established by the Administrator
may relate to the Company or to a subsidiary, or both, and may include
measures of operating stability and reliability, efficiencies, employee
safety and attendance, return on average total capital employed, return on
assets, return on equity, return on investments, earnings per share, net
income, increases in share price, total shareholder returns, cash flow and
cash flow return on investment, credit rating or credit worthiness, levels
of operating expense, or measures of customer service or satisfaction, as
may be established by the Administrator; provided that the Administrator
shall be permitted to adjust or modify goals or Performance Awards upon the
occurrence or existence of extraordinary corporate events, or other
circumstances that, in the good faith determination of the Administrator,
warrant such adjustment or modification. In the event the minimum entity
goal is not achieved at the conclusion of the period, no payment shall be
made to the Participant. Actual payment of the award earned shall be in cash
or in Common Stock of the Company or in a combination of both, as the
Administrator in its sole discretion determines. If Common Stock of the
Company is used, the Participant shall not have the right to vote and
receive dividends until the goals are achieved and the actual shares are
issued.
9. INCENTIVE STOCK OPTIONS. ISOs are stock options awarded to
employees to purchase shares of Common Stock at not less than 100% of the
Fair Market Value of the shares on the date the option is granted (110% if
the optionee owns stock possessing more than 10% of
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2002 EQUITY INCENTIVE PLAN
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the combined voting power of all owners of stock of the Company or a
subsidiary), subject to such terms and conditions set forth in an option
agreement as may be established by the Administrator in its sole discretion
that conform to the requirements of Section 422 of the Code. Such purchase
price may be paid (a) by payment in cash or cash equivalent, (b), in the
discretion of the Administrator, by the delivery of shares of Common Stock
already owned by the Participant for at least six months, (c), in the
discretion of the Administrator, by using shares of Common Stock that would
otherwise have been received by the Participant upon exercise of the option
(which method may be restricted to a cashless exercise procedure involving a
broker or dealer), or (d) in the discretion of the Administrator, by a
combination of any of the foregoing, in the manner and subject to the
restrictions provided in the option agreement. The aggregate Fair Market
Value (determined as of the time an option is granted) of the stock with
respect to which ISOs are exercisable for the first time by an optionee
during any calendar year (under all option plans of the Company and its
subsidiary corporations) shall not exceed $100,000.
10. NONQUALIFIED STOCK OPTIONS. NQSOs are nonqualified stock
options to purchase shares of Common Stock at not less than the Fair Market
Value of the shares on the date the options are granted, subject to such
terms and conditions set forth in an option agreement as may be established
by the Administrator in its sole discretion. The purchase price may be paid
(a) by payment in cash or cash equivalent, (b), in the discretion of the
Administrator, by the delivery of shares of Common Stock already owned by
the Participant for at least six months, (c), in the discretion of the
Administrator, by using shares of Common Stock that would otherwise have
been received by the Participant upon exercise of the option (which method
may be restricted to a cashless exercise procedure involving a broker or
dealer) or (d) in the discretion of the Administrator, by a combination of
any of the foregoing, in the manner and subject to the restrictions provided
in the option agreement.
11. STOCK UNITS. A Stock Unit represents the right to receive a
share of Common Stock from the Company at a designated time in the future,
subject to such terms and conditions set forth in a Stock Unit agreement as
may be established by the Administrator in its sole discretion. The
Participant generally does not have the rights of a shareholder until
receipt of the Common Stock. The Administrator may in its discretion provide
for payments in cash, or adjustment in the number of Stock Units, equivalent
to the dividends the Participant would have received if the Participant had
been the owner of shares of Common Stock instead of the Stock Units.
12. ADJUSTMENT PROVISIONS.
(a) If the Company shall at any time change the number
of issued shares of Common Stock without new consideration to the
Company (such as by stock dividends or stock splits), the total
number of shares reserved for issuance under this Plan and the
number of shares covered by each outstanding benefit shall be
adjusted so that the aggregate consideration payable to the
Company, if any, and the value of each such
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THE LACLEDE GROUP, INC.
2002 EQUITY INCENTIVE PLAN
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benefit shall not be changed. Benefits may also contain provisions
for their continuation or for other equitable adjustments after
changes in the Common Stock resulting from reorganization, sale,
merger, consolidation, issuance of stock rights or warrants, or similar
occurrence. Fractional shares shall be rounded down to the nearest
whole share.
(b) Notwithstanding any other provision of this Plan,
and without affecting the number of shares reserved or available
hereunder, the Board may authorize the issuance or assumption of
benefits in connection with any merger, consolidation, acquisition
of property or stock, or reorganization upon such terms and
conditions as it may deem appropriate.
13. CHANGE IN CONTROL. Notwithstanding any other provision
of the Plan to the contrary, in the event of a Change in Control of the
Company, as defined below:
(a) If a Participant's employment with the Company and
its subsidiaries is terminated by the Company or subsidiary within the
period beginning on the date of the Change in Control and ending on
the second anniversary of such date, and such termination is not
for Cause (as defined below), (i) all outstanding ISOs and NQSOs
granted to such Participant shall be immediately fully vested and
exercisable and (ii) a prorata portion of SARs granted to such
Participant that have not become exercisable shall be vested and
exercisable and a prorata portion of any restrictions on Restricted
Stock or Stock Units shall lapse, such vesting and lapse of
restrictions determined based on the period of time from the date
of grant to the date the Participant's employment terminates, the
term of such Award, and the portion of such Award that was vested
or with respect to which restrictions lapsed prior to the date the
Participant's employment terminates; and
(b) Any Performance Awards outstanding as of the date of
the Change of Control shall be payable immediately following such
change and shall be computed as if target performance were
achieved. Any such Award shall be prorated to the date of the
Change of Control based on the period of time elapsed from the date
of the Award to the date of the Change in Control over the
performance period for such Award.
For purposes of this section, "Change in Control" means:
(i) The purchase or other acquisition (other than from the
Company) by any person, entity or group of persons, within the
meaning of Sections 13(d) or 14(d) of the Exchange Act of 1934
("Exchange Act") (excluding, for this purpose, the Company or its
subsidiaries or any employee benefit plan of the Company or its
subsidiaries), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 30% or more of either
the Company's then outstanding shares of Common Stock
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2002 EQUITY INCENTIVE PLAN
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or the combined voting power of the Company's then outstanding voting
securities entitled to vote generally in the election of directors;
or
(ii) Individual members of the Board of Directors, as of
October 1, 2002 (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to October 1,
2002 whose election, or nomination for election by the Company's
shareholders, was approved by the vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent
Board, but excluding, as a member of the Incumbent Board, any such
individual whose initial election to office occurs as a result of
either an actual or threatened election contest (as such term is
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a party other than the Board of
Directors of the Company; or
(iii) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, with respect
to which persons who were the shareholders of the Company
immediately prior to such reorganization, merger or consolidation
do not, immediately thereafter, own more than 50% of the surviving
entity's then outstanding shares of common stock or the surviving
entity's combined voting power entitled to vote generally in the
election of directors, or of a liquidation or dissolution of the
Company or of the sale of all or substantially all of the Company's
assets. In making this computation as to any Company shareholder
who was also an equity owner in any other party to such
reorganization, merger, or consolidation prior to consummating such
transaction, only the common stock or voting power relating to such
shareholder's equity interests in the Company shall be counted
towards the 50% threshold in the prior sentence.
"Cause" means termination of a Participant's employment with the
Company or any of its subsidiaries upon:
(i) Willful and continued failure by the Participant to
perform substantially the duties of employment assigned by the
Company (other than any such failure resulting from incapacity due
to physical or mental illness) after a demand for substantial
performance has been delivered by the Company, which specifically
identifies the manner in which it is believed that the Participant
has not substantially performed such duties; or
(ii) Willful engagement by the Participant in misconduct
that is materially injurious to the Company.
For purposes of this definition, no act, or
failure to act, on the Participant's part shall be considered
willful unless done, or omitted to be done, by the Participant in
bad faith or without reasonable belief that the Participant's
action or omission was in the best
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2002 EQUITY INCENTIVE PLAN
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interest of the Company and its subsidiaries. Any act or failure
to act based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief
Executive Officer or a senior officer of the Company or based upon
the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Participant in
good faith and in the best interests of the Company and its
subsidiaries.
14. NONTRANSFERABILITY. Each benefit granted under the Plan to
an employee shall not be transferable otherwise than by will or the laws of
descent and distribution; provided, however, NQSOs granted under the Plan
may be transferred, without consideration, to a Permitted Transferee (as
defined below). Benefits granted under the Plan shall be exercisable, during
the Participant's lifetime, only by the Participant; provided that NQSOs may
be exercisable by a Permitted Transferee. In the event of the death of a
Participant, exercise or payment shall be made only:
(a) By or to the Permitted Transferee, executor or
administrator of the estate of the deceased Participant or the
person or persons to whom the deceased Participant's rights under
the benefit shall pass by will or the laws of descent and
distribution; and
(b) To the extent that the deceased Participant or
the Permitted Transferee, as the case may be, was entitled thereto
at the date of his death.
For purposes of this Section, "Permitted Transferee" shall include
(i) one or more members of the Participant's family, (ii) one or more trusts
for the benefit of the Participant and/or one or more members of the
Participant's family, or (iii) one or more partnerships (general or
limited), corporations, limited liability companies or other entities in
which the aggregate interests of the Participant and members of the
Participant's family exceed 80% of all interests. For this purpose, the
Participant's family shall include only the Participant's spouse, children
and grandchildren.
15. TAXES. The Company shall be entitled to withhold the amount
necessary to enable the Company to remit to the appropriate government
entity or entities the amount of any tax required to be withheld from wages
attributable to any amounts payable or shares deliverable under the Plan,
after giving the person entitled to receive such payment or delivery notice
as far in advance as practicable. The Company may defer making payment or
delivery as to any benefit if any such tax is payable until indemnified to
its satisfaction. The person entitled to any such delivery may, by notice to
the Company at the time the requirement for such delivery is first
established, elect to have such withholding satisfied by a reduction of the
number of shares otherwise so deliverable, such reduction to be calculated
based on the Fair Market Value of the Common Stock on the date of such
notice.
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2002 EQUITY INCENTIVE PLAN
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16. TENURE. A Participant's right, if any, to continue to serve
the Company and its subsidiaries as an officer, employee, or otherwise,
shall not be enlarged or otherwise affected by his or her designation as a
Participant under the Plan.
17. RULES OF CONSTRUCTION. The terms of the Plan shall be
constructed in accordance with the laws of the State of Missouri; provided
that the terms of the Plan as they relate to ISOs shall be construed first
in accordance with the meaning under and in a manner that will result in the
Plan satisfying the requirements of the provisions of the Code governing
incentive stock options.
18. DURATION, INTERPRETATION, AMENDMENT AND TERMINATION. No
benefit shall be granted more than ten years after the date of adoption of
this Plan; provided, however, that the terms and conditions applicable to
any benefit granted within such period may thereafter be amended or modified
by mutual agreement between the Company and the Participant or such other
person as may then have an interest therein. To the extent that any stock
options or other benefits granted under the Plan within the terms of the
Plan would qualify under present or future laws for tax treatment that is
beneficial to a recipient, then any such beneficial treatment shall be
considered within the intent, purpose and operational purview of the Plan
and the discretion of the Administrator, and to the extent that any such
stock options or other benefits would so qualify within the terms of the
Plan, the Administrator shall have full and complete authority to grant
stock options or other benefits that so qualify (including the authority to
grant, simultaneously or otherwise, stock options or other benefits which do
not so qualify) and to prescribe the terms and conditions (which need not be
identical as among recipients) in respect to the grant or exercise of any
such stock option or other benefits under the Plan.
The Board may amend the Plan from time to time or terminate the
Plan at any time. However, no action authorized by this paragraph shall
reduce the amount of any outstanding Award or change the terms and
conditions thereof to the detriment of the Participant without such
Participant's consent. Subject to Section 12, to the extent necessary to
comply with or get an exemption from any provision of the Code, including
regulations thereunder, or of the Securities Exchange Act of 1934, as
amended, no amendment of the Plan shall, without approval of the
stockholders of the Company, (a) increase the total number of shares which
may be issued under the Plan or increase the amount or type of benefits that
may be granted under the Plan, or (b) modify the requirements as to
eligibility for benefits under the Plan.
19. EFFECTIVE DATE. This The Laclede Group, Inc. Equity Incentive
Plan shall become effective as of the date it is adopted by the Board of the
Company subject only to approval by a majority of the shares of the
Company's common stock voted on the plan within twelve months before or
after the adoption of the Plan by the Board.
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THE LACLEDE GROUP, INC.
2002 EQUITY INCENTIVE PLAN
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The undersigned hereby certifies that this The Laclede Group, Inc.
Equity Incentive Plan was adopted by the Board of the Company at its meeting
on September 26, 2002.
By:
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Douglas H. Yaeger
Chairman of the Board,
President and Chief Executive Officer
Date:
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