EX 99-1
VECTREN CORPORATION
AT RISK COMPENSATION PLAN
RESTRICTED STOCK GRANT AGREEMENT
(OFFICER)
Name of Grantee: _______________________ No. of Shares: ________
Date of Grant: January 1, 2005
_______________________ ("Grantee") is hereby granted on January 1,
2005 (the "Grant Date") under Article VI of the Vectren Corporation At Risk
Compensation Plan (the "Plan") an award of ______ restricted shares of common
stock, without par value, of Vectren Corporation ("Restricted Stock") on the
following terms and conditions:
1. Restriction on Transfer.
(A) Restricted Period. Except as otherwise provided pursuant to or in
accordance with the terms and provisions of this Agreement or the
Plan, the shares of Restricted Stock shall not be sold, exchanged,
assigned, transferred or permitted to be transferred, voluntarily,
involuntarily, or by operation of law, delivered, encumbered,
discounted, pledged, hypothecated, or otherwise disposed of during the
"Restricted Period," which shall, with respect to any share of
Restricted Stock ("Share"), commence on the Grant Date and, except as
otherwise provided in this Agreement or the Plan, end on December 31,
2008.
(B) Lifting of Restrictions.
(i) Transfer/Forfeiture Provisions. The Restricted Stock granted
hereunder shall be subject to restrictions as to transferability
and shall also be subject to forfeiture provisions. Except as
provided in this Agreement or the Plan, including Section 6.7 and
Article X, the lifting of the transferability restrictions and
the forfeitability provisions shall be dependent on (1) the
shareholder value performance of the Shares during the Measuring
Period (January 1, 2005 through December 31, 2007), and (2) the
continued employment of the Grantee until December 31, 2008.
The shareholder value performance conditions will operate in the
following manner. For the Measuring Period, the shareholder value
performance of Vectren Corporation (Company) shall be compared
with the shareholder value performance of the group of comparable
companies designated by the Compensation and Benefits Committee
(Committee) of the Board. Shareholder value performance shall be
determined separately for Company and for each company included
as part of the group of comparable companies by dividing:
(a) the difference between
(i) the sum of (A) the average for each company of the
monthly averages of the highest and lowest trading
price of the common stock of such company for the last
twelve (12) months of the Measuring Period, and (B) any
dividends, cash or stock, paid per share with respect
to such company's common stock during the Measuring
Period, and
(ii) the average of the monthly averages of the highest and
lowest trading price of the common stock of such
company for the twelve (12) months immediately
preceding the Measuring Period,
by
(b) (ii) above; provided, however, that if during the period in
which shareholder value performance is determined, Company
or any of the comparable companies incurs a change in its
outstanding shares because of a stock dividend, stock split,
merger, consolidation, stock rights plan or exchange of
shares or other similar corporate change, the Committee
shall appropriately modify the above shareholder value
performance determination to reflect such change in
capitalization.
(ii) Shareholder Value Performance Schedule. Pursuant to the
Shareholder Value Performance Schedule applicable to this Grant
and established by the Committee, depending on how Company
performs in relationship to the group of comparable companies
with respect to its shareholder value, the Grant will be subject
to adjustment at the end of the Measuring Period. After the
beginning of the Measuring Period, the Committee may modify the
Shareholder Value Performance Schedule if, in their sole
discretion, they determine a modification is appropriate in light
of a change in or affecting one of the comparable companies in
the peer group, or in light of unforeseen or unusual
circumstances.
(iii) Lifting of Restrictions. The restrictions applicable to the
Shares held by the Grantee at the end of the Measuring Period
(after the adjustment in the number of Shares by reason of the
Shareholder Value Performance Schedule is completed) shall be
lifted in whole as of December 31, 2008; provided, however, that
except as provided in the Plan, which directs, under certain
conditions, that the restrictions shall be lifted earlier: (a)
the restrictions shall be lifted on December 31, 2008 only if the
Grantee is still employed by a Participating Company on that
date, and (b) if the Grantee ceases to be employed by a
Participating Company before the restrictions lapse on any Shares
held by him or her, the Shares still subject to restrictions
shall be immediately forfeited.
(iv) Continued Service As A Director. If the Grantee (a) whose
employment is terminated with a Participating Company for any
reason and (b) who is a director of Company immediately prior to
the Grantee's termination of employment continues to serve
Company as a director following the Grantee's termination of
employment, the Committee shall have the complete and sole
discretion to deem the Grantee's employment with the
Participating Company as continuing for purposes of this Grant of
Restricted Stock for all or a portion of the period in which the
Grantee continuously serves as a member of the Board.
(v) Disability or Retirement. As permitted by Section 6.7 of the
Plan, in the case of the disability or retirement of the Grantee
prior to the end of the Performance Period, the Committee
reserves the right, in its sole discretion, to alter the amount
of the original grant to the Grantee (up to the full amount of
the original grant), subject to the adjustment of the original
grant based upon the Performance Criteria.
(C) Additional Legend. During the Restricted Period, shares shall be
placed in a restricted book entry account on the books of the Transfer
Agent or certificates evidencing the Restricted Stock shall bear the
following additional legend:
"These shares have been issued pursuant to the Vectren
Corporation At Risk Compensation Plan ("Plan") and are subject to
forfeiture to Vectren Corporation in accordance with the terms of
the Plan and an Agreement between Vectren Corporation and the
person in whose name the certificate is registered. These shares
may not be sold, pledged, exchanged, transferred, hypothecated or
otherwise disposed of except in accordance with the terms of the
Plan and said Agreement."
2. Capitalization Changes. Prior to the lifting of restrictions, in the event
of a change in the Company's outstanding shares by reason of a stock
dividend, stock split, merger, consolidation, stock rights plan or exchange
of shares or other similar corporate change, the Committee shall make
appropriate adjustments in the amount of Restricted Stock granted
hereunder.
3. Dividends. Prior to the lifting of restrictions, the Grantee shall be
entitled to receive all dividends on the Restricted Stock, which shall not
be refundable in the event the Grant is forfeited in whole or in part.
4. Investment Representation. By executing this Agreement, Grantee represents
that the Grant is being held in good faith for investment purposes only and
not with a view to, or for sale in connection with, any distribution
thereof, and that any shares Grantee or Grantee's legal representatives
acquire pursuant to this award will be acquired by them in good faith for
investment purposes and not with a view to, or for sale in connection with,
any distribution thereof.
5. Other Legends. Certificates evidencing shares issued pursuant to this Grant
may bear a legend setting forth among other things such restrictions on the
disposition or transfer of the shares of Vectren as Vectren may deem
consistent with the above representations or appropriate to comply with
federal and state securities laws.
6. Continued Employment. Nothing in this Agreement shall restrict the right of
Vectren to terminate Grantee's employment or status as a consultant at any
time with or without cause.
7. The Plan. This Grant is subject to all the terms, provisions and conditions
of the Plan, which is incorporated herein by reference, including the
defined terms, and to such regulations as may from time to time be adopted
by the Committee. In the event of any conflict between the provisions of
the Plan and the provisions of this Agreement, the terms, conditions and
provisions of the Plan shall control, and this Agreement shall be deemed to
be modified accordingly.
8. Withholding. Vectren shall withhold all applicable taxes required by law
from all amounts paid in satisfaction of the award. Grantee may satisfy the
withholding obligation by paying the amount of any taxes in immediately
available funds or, with the approval of the Committee, shares of Vectren
common stock may be deducted from the payment. The amount of the
withholding and, if applicable, the number of shares to be deducted shall
be determined by the Committee or its designee as of when the withholding
is required to be made, provided that the number of shares of Vectren
common stock so withheld shall not exceed the minimum required amount of
such withholding.
9. Other Plans. Grantee acknowledges that any income derived from the sale of
the Shares will not affect the Grantee's participation in, or benefits
under, any other benefit plan maintained by Vectren.
10. Notices. All notices by the Grantee or his or her assigns to Vectren shall
be addressed to Vectren Corporation, P.O. Box 209, 20 N.W. Fourth Street,
Evansville, Indiana 47702, Attention: Corporate Secretary, or such other
address as Vectren may, from time to time, specify.
VECTREN CORPORATION
By: __________________________________
Accepted as of the date first above written
__________________________________, Grantee