INTEGRYS ENERGY GROUP, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit
10.10
THIS
AGREEMENT is
entered into as of May 17, 2007 (the “Grant Date”), by and between INTEGRYS
ENERGY GROUP, INC. (the “Company”), and __________________ ____________________
(the “Optionee”). This Agreement sets forth the
terms, rights and obligations of the parties with respect to the grant of
an
option to the Optionee. This option shall not become effective until the
Optionee signs and returns the “Acknowledgement Form” attached
hereto.
The
option is granted
under, and is subject to, the terms of the Integrys Energy Group, Inc. 2007
Omnibus Incentive Compensation Plan (the “Plan”), which are specifically
incorporated by reference in this Agreement. Any terms used in this
Agreement which are not defined shall have the meaning set forth in the
Plan.
The
parties to this
Agreement covenant and agree as follows:
1.
Grant
of Option. Subject to the terms of this Agreement, the Company
grants to the Optionee the right and option (the “Option”) to purchase ______
shares of Common Stock of the Company, par value $1.00 (the “Optioned Shares”)
from the Company, at an option price per share equal to $___________ (the
closing sales price of a share of Common Stock of the Company as reported
on the
New York Stock Exchange Composite Transaction reporting system on May 17,
2007).
In
the event of
certain corporate transactions described in Section 12 of the Plan, the number
of Optioned Shares and the per share option price will be adjusted by the
Compensation Committee of the Board of Directors of the Company (the
“Committee”). The Committee’s determination as to any adjustment shall be
final.
2.
Vesting
of Option. The Optioned Shares will vest in accordance with the
following schedule:
| Percentage of Optioned Shares Vested | Date of Vesting |
|
25%
|
1st anniversary of Grant Date |
|
An
additional
25%
|
2nd anniversary of Grant Date |
|
An
additional
25%
|
3rd anniversary of Grant Date |
|
The
final
25%
|
4th anniversary of Grant Date |
provided,
however,
that,
in
the event of the Optionee’s termination of employment from the Company and its
Affiliates for any reason other than retirement on or after age fifty-five,
death or disability (as defined in the employer-provided long term disability
plan applicable to the Optionee), any Optioned Shares not vested as of the
date
of such termination will be cancelled.
Notwithstanding
the vesting schedule described above, the Committee may extend the date(s)
of
vesting to a later date to take into account any period of the Optionee’s leave
of absence, unless prohibited by law.
3. Exercise
of Option. The Option, to the extent vested in accordance with
Paragraph 2, may be exercised during the period beginning May 17, 2008, and
ending:
a.
on
the first
anniversary of the date the Optionee’s employment with the Company and its
Affiliates terminates for any reason other than retirement on or after age
fifty-five, death or disability (as defined in the Company’s long-term
disability plan); or
b.
in
any other case, May
17, 2017.
During
the life of
the Optionee, this Option may be exercised only by the Optionee (or if the
Optionee is incapacitated, by the Optionee’s legal representative). If the
Optionee dies before exercising all of the vested Option, the executor of
the
Optionee’s estate (or by such person as the executor of the estate certifies as
inheriting the Option as a result of the operation of the Optionee’s last will
and testament or as a result of the laws of interstate succession) may exercise
all or any portion of the vested Option that has not been exercised, during
the
exercise periods described above.
4. Change
in Control. Upon the occurrence of a Change of Control (as defined
in the Plan), the Option, to the extent then outstanding and unexercised,
will
become fully vested (if not previously vested) but shall otherwise be subject
to
the terms of the Plan with respect to such Change in Control.
5. Manner
of Exercise and Payment. In order to exercise this Option, the
Optionee (or such other person entitled to exercise the Option as provided
in
Paragraph 3) must provide a written notice to the Company stating that the
Optionee would like to exercise all or a portion of the Option and specifying
the number of vested Optioned Shares which are being purchased. The
exercise notice must be delivered (in person or by mail or by facsimile)
to the
Secretary of the Company.
The
written notice
must be, in the case of clauses (a), (b) and (c) below, accompanied by payment
equal to the number of Optioned Shares being purchased multiplied by the
option
price or, in the case of clause (d) below, accompanied by the documents
specified in such clause (d), which will result in payment to the Company
on the
settlement date (i.e., T+3) equal to the number of Optioned Shares being
purchased multiplied by the option price. Subject to such rules and
restrictions as the Committee may prescribe, payment may be made, at the
Optionee’s election: (a) in cash or by certified check payable to the
Company; (b) by delivering previously acquired shares of Common Stock, duly
endorsed in blank or accompanied by stock powers duly endorsed in blank,
with a
fair market value at the time of exercise, as determined by the Committee,
equal
to the required payment amount; (c) by any combination of (a) and (b); or
(d) by
delivering to the Company or its designated agent an executed irrevocable
option
exercise
-2-
form
together with
irrevocable instructions to a broker-dealer to sell or margin a sufficient
portion of the Optioned Shares to be exercised and to deliver the sale or
margin
proceeds directly to the Company to pay the option price.
Option
exercise
notices postmarked (if mailed) or received by the Secretary of the Company
(if
by facsimile or hand-delivery) prior to 11:59 p.m. (central time) of the
date
specified in Paragraph 3 shall be given effect. Any notice postmarked or
received after such time shall be null and void.
6.
Tax
Withholding. Upon exercise of all or any part of the Option, the
Company may satisfy its withholding obligations in any manner determined
by the
Committee, including by withholding a portion of the Optionee’s compensation or,
in the case of a “cashless” exercise, by withholding a number of the Optioned
Shares being purchased that have a fair market value, as determined by the
Committee, equal to the amount required to be withheld. The fair market
value of fractional shares of Stock remaining after the withholding requirements
are satisfied will be paid to the Optionee in cash. The Company may also
require the Optionee to deliver a check for the Company’s withholding tax
obligation prior to effecting the exercise of the option or delivering the
shares issuable upon exercise.
7.
Miscellaneous.
(a)
The Optionee (or his legal representative) shall not be deemed to be a
shareholder of the Company with respect to any of the Optioned Shares being
purchased until such shares are paid for in full, and the Company’s withholding
tax liability is satisfied, to the Committee’s satisfaction.
(b)
The Option shall not be transferable by the Optionee; provided that, following
the Optionee’s death, the Option, to the extent exercisable in accordance
with the terms of the Plan and this Agreement, may be exercised by the executor
of the Optionee’s estate (or by such person as the executor of the estate
certifies as inheriting the Option as a result of the operation of the
Optionee’s last will and testament or as a result of the laws of intestate
succession).
(c)
It is fully understood that nothing contained in this Agreement or the Plan
shall interfere with or limit in any way the right of the Company or any
Affiliate to terminate the Optionee’s employment at any time nor confer upon the
Optionee any right to continue in the employ of the Company or any
Affiliate.
(d)
As a condition of the granting of this Option, the Optionee agrees, for himself,
his legal representatives, the executor of his estate, and his heirs, that
the
Plan and this Agreement shall be subject to discretionary interpretation
by the
Committee and that any interpretation by the Committee of the terms of the
Plan
and this Agreement shall be final, binding and conclusive on the Optionee,
his
legal representatives, the executor of his estate and his heirs. The
Optionee, his legal representatives, the executor of his estate and his heirs
shall not challenge or dispute the Committee’s decisions.
-3-
(e)
The Committee may modify this Option at any time. However, no
modification, extension or renewal shall (i) confer on the Optionee any right
or
benefit which he would not be entitled to if a new option was granted under
the
Plan at such time or (ii) alter, impair or adversely affect this Option or
the
Agreement without the written consent of the Optionee; provided that the
Committee need not obtain written consent of the Optionee for a modification
of
the Option to the extent that the Plan specifically permits the Committee action
or to the extent that the Committee deems such modification necessary to comply
with any applicable law, the listing requirements of any principal securities
exchange or market on which the shares underlying the Option are then traded,
or
to preserve favorable accounting or tax treatment of the Option for the
Company.
(f)
No individual may exercise the Option and no shares will be issued under this
Agreement unless and until the Company has determined to its satisfaction that
such exercise and issuance comply with all relevant provisions of applicable
law, including the requirements of any stock exchange on which the shares may
then be traded.
8.
Governing
Law. This Agreement shall be governed by the internal laws of the
State of Illinois, without regard to the principle of conflict of laws, as
to
all matters, including, but not limited to, matters of validity, construction,
effect, performance and remedies. No legal action or proceeding may be
brought with respect to this Agreement more than one year after the later of
(a)
the last date on which the act or omission giving rise to the legal action
or
proceeding occurred; or (b) the date on which the individual bringing such
legal
action or proceeding had knowledge (or reasonably should have had knowledge)
of
such act or omission. Any such action or proceeding must be commenced and
prosecuted in its entirety in the federal or state court having jurisdiction
over ▇▇▇▇▇ County, Wisconsin or ▇▇▇▇ County, Illinois, and each individual
with
any interest hereunder agrees to submit to the personal jurisdiction thereof,
and agrees not to raise the objection that such courts are not a convenient
forum. Such action or other legal proceeding shall be heard pursuant to a
bench trial and, the parties to such proceeding shall waive their rights to
a
trial by jury.
9.
Severability.
In the event any provision of the Agreement is held illegal or invalid for
any
reason, the illegality or invalidity will not affect the remaining provisions
of
the Agreement, and the Agreement shall be construed and enforced as if the
illegal or invalid provision had not been included.
10.
Terms
of Plan Govern. All parties acknowledge that this option is granted
under and pursuant to the Plan, which shall govern all rights, interests,
obligations and undertakings of both the Company and the
Participant.
By:
/s/
▇▇▇ ▇▇▇▇▇
Title:
Senior
VP &
Chief HR
Officer
-4-
ACKNOWLEDGEMENT
FORM
I
have read the terms of the
Integrys Energy group, Inc. Nonqualified Stock Option Agreement, dated May
17,
2007, and I hereby declare that I understand and agree to be bound by the terms
and conditions of the Agreement.
Optionee
Print
name:
PLEASE
DETACH THIS
ACKNOWLEDGEMENT FORM FROM THE OPTION AGREEMENT AND RETURN IT TO THE GREEN BAY
HUMAN RESOURCES DEPARTMENT. YOUR OPTION WILL NOT BECOME EFFECTIVE UNTIL
THE COMPANY RECEIVES THIS ACKNOWLEDGMENT FORM.