SOUTHERN UNION COMPANY AMENDED AND RESTAED 2003 STOCK AND INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Exhibit
99.1
SOUTHERN
UNION COMPANY AMENDED AND RESTAED 2003 STOCK AND INCENTIVE
PLAN
This
Restricted Stock Award Agreement (this “Agreement”) is made as of June 27, 2005
between Southern Union Company (the “Corporation”) and the undersigned (the
“Holder”). The Compensation Committee of the Board of Directors of the
Corporation has authorized the following Restricted Stock Award to the Holder
under the Southern Union Company Amended and Restated 2003 Stock and Incentive
Plan (the “Plan”), subject to the terms and provisions of the Plan and the
additional conditions set forth below. Terms used in this Agreement that are
defined in the Plan have the meanings assigned to them in the Plan.
1. The
Committee has granted the Holder a Restricted Stock Award consisting of 32,661
shares of Stock (the “Restricted Shares”).
2. Prior to
the date the Restricted Shares have vested pursuant to Paragraph 4, the
Restricted Shares are not transferable by the Holder, in whole or in part,
without the Committee’s approval.
3. The
Restricted Shares will be forfeited automatically if, prior to the date the
Restricted Shares have vested pursuant to Paragraph 4, the Committee determines
that (a) the Holder has engaged in any conduct or act injurious, detrimental or
prejudicial to any interest of the Corporation, or (b) the Holder and/or his law
firm, Kasowitz, Benson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, fail to provide services of
at least an average of 50 hours per month during the period from May through
December 2005.
4. Unless
previously forfeited under paragraph 3 of this Agreement, the Restricted Shares
shall become fully vested and no longer subject to forfeiture upon (a) a Change
in Control of the Corporation, (b) the date on which the Holder dies or becomes
subject to a Disability or (c) January 2, 2006.
5. The
Holder acknowledges receiving a copy of the Plan, the terms of which are
incorporated into this Agreement.
SOUTHERN
UNION COMPANY AMENDED AND RESTATED 2003 STOCK AND INCENTIVE
PLAN
Page
Two
The
undersigned parties have executed this Agreement as of the day and year first
above written.
SOUTHERN
UNION COMPANY
By:
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:_Executive
Vice President and
Chief Financial Officer
/S/ ▇▇▇▇ ▇.
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▇. ▇▇▇▇▇▇▇▇▇▇