SEMCO ENERGY, INC. RESTRICTED STOCK GRANT AGREEMENT FOR DIRECTORS
Exhibit
10.2 - Form of Restricted Stock Grant Agreement for Directors
SEMCO
ENERGY, INC.
2004
Stock Award and Incentive Plan
RESTRICTED
STOCK GRANT AGREEMENT FOR DIRECTORS
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Grantee:
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[Name]
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Restricted
Stock Grant:
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[Number]
Shares
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Grant
Date:
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[Date]
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THIS
RESTRICTED STOCK GRANT AGREEMENT is effective as of the Grant Date stated above,
by and between SEMCO Energy, Inc. and the Grantee.
WHEREAS,
the shares of Restricted Stock described in this Agreement have been granted
pursuant to, and are governed by, the Plan;
NOW,
THEREFORE, the Company and the Grantee hereby agree as follows:
1. Restricted
Stock Grant.
Subject
to the terms and conditions of this Agreement, the Company hereby grants to
Grantee the number of shares of Restricted Stock as specified
above.
2. Vesting.
(a) Regular
Vesting Date.
Except
as stated in Section 2(b) of this Agreement, the Grantee shall become one
hundred percent (100%) vested in the shares of Restricted Stock granted pursuant
to this Agreement one-third on the first anniversary of the Grant Date,
one-third on the second anniversary of the Grant Date, and one-third on the
third anniversary of the Grant Date.
(b) Accelerated
Vesting Dates.
Notwithstanding the vesting requirements specified in Section 2(a) of this
Agreement, all shares of Restricted Stock shall become 100% vested upon the
occurrence of a Change in Control.
3. Restrictions/Forfeitures.
All
shares of Restricted Stock shall be subject to the following restrictions until
their Vesting Date:
(a) Forfeiture
on Termination.
Subject
to Section 2 of this Agreement, if the Grantee’s service as a Director
terminates for any reason prior to the Vesting Date for the shares of Restricted
Stock, the Grantee shall forfeit all rights with respect to such unvested shares
of Restricted Stock, and the book entry account shall be null, void and of
no
effect as of the date the Grantee’s service as a Director
terminates.
(b) Nontransferability.
Prior
to the Vesting Date with respect to the Restricted Stock, such shares of
Restricted Stock shall be nontransferable and may not be sold, hypothecated
or
otherwise assigned or conveyed by a Grantee to any party, except as otherwise
provided in Section 11(c) of the Plan.
(c) Additional
Shares.
Any
shares of Common Stock accruing to Restricted Stock as a result of any
adjustment under Section 11(c) of the Plan will be subject to the same
restrictions (and have the same Vesting Dates) as the shares of Restricted
Stock
to which they accrue.
4. Delivery of Shares.
(a) Granted
Shares.
The
shares of Restricted Stock awarded under this Plan shall be held in a book
entry
account for the Grantee by a broker-dealer designated by the Company and shall
be registered in his name. Such shares of Restricted Stock shall be subject
to
the restrictions described Sections 2 and 3 of this Agreement until the Vesting
Date for such shares of Restricted Stock, and the book entry account evidencing
the shares of Restricted Stock shall bear a legend noticing those restrictions
either specifically or by reference to the provisions of this Agreement. Such
shares of Restricted Stock, when issued in accordance with this Agreement,
shall
be deemed to be fully paid and nonassessable. The Grantee shall supply the
Company with an executed stock power or similar authorization with respect
to
any shares of Restricted Stock held in a book entry account.
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(b) Vested
Shares.
Within
ten (10) business days after the date on which the shares of Restricted Stock
have vested pursuant to Section 2 of this Agreement, the restrictions on the
book entry account holding such shares shall be removed and the stock power
or
similar authorization described in Section 4(a) of this Agreement will be
destroyed.
5. Ownership
Rights.
Except
as otherwise provided in Sections 3 and 4, upon the grant of the shares of
Restricted Stock under this Agreement, the Grantee shall exercise all ownership
rights (including, without limitation, the right to vote and the right to
receive dividends) with respect to such shares, provided that voting and
dividend rights with respect to the shares will be exercisable only if the
record date for determining shareholders entitled to vote, or to receive
dividends, falls on or after the Grant Date and before the effective date of
a
forfeiture of Restricted Stock under Section 4 of this Agreement. The Grantee
shall have the same rights with respect to any shares of Common Stock accruing
to Restricted Stock as a result of any adjustment under Section 11(c) of the
Plan.
6. Deferral
of Exercise or Delivery of Shares.
Notwithstanding any provision in this Agreement to the contrary, if any law
or
regulation of any governmental authority having jurisdiction in the matter
requires the Company, the Committee or the Grantee to take any action or refrain
from action in connection with the delivery of shares of Restricted Stock under
this Agreement, or to delay such delivery, then the delivery of such shares
of
Restricted Stock shall be deferred until such action has been taken or such
restriction on action has been removed.
7. General
Provisions.
The
Grantee acknowledges that he has read, understands and agrees with all of the
provisions in this Agreement and the Plan, including (but not limited to) the
following:
(a) Authority
of Committee.
The
Committee shall have all the authority set forth in the Plan including, but
not
limited to, the authority to administer the Agreement and the Plan; to make
all
determinations with respect to the construction and application of the
Agreement, the Plan, and the resolutions of the Board of Directors establishing
the Plan; to adopt and revise rules relating to the Agreement and the Plan;
and
to make other determinations which it believes are necessary or advisable for
the administration of the Agreement and the Plan. Any dispute or disagreement
which arises under this Agreement or the Plan shall be resolved by the Committee
in its absolute discretion. Any such determination, interpretation, resolution,
or other action by the Committee shall be final, binding and conclusive with
respect to the Grantee and all other persons affected thereby.
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(b) Notices.
Any
notice which is required or permitted under this Agreement shall be in writing
(unless otherwise specified in the Agreement or in a writing from the Company
to
the Grantee), and delivered personally or by mail, postage prepaid, addressed
as
follows: (i) if to the Company, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇. ▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or at such other address as
the
Company by notice to the Grantee may have designated from time to time; (ii)
if
to the Grantee, at the address indicated in the Company's then-current records,
or at such other address as the Grantee by notice to the Company may have
designated from time to time. Such notice shall be deemed given upon
receipt.
(c) Taxation.
The
ultimate liability for any and all taxes is and remains the Grantee’s
responsibility and liability and the Company makes no representations or
undertakings regarding the treatment of any taxes in connection with any aspect
of the grant under this Agreement, including the grant, vesting and the
subsequent sale of Restricted Stock acquired under the Plan, and does not commit
to structure the terms of the grant or any aspect of the Restricted Stock grant
to reduce or eliminate the Grantee’s liability for any such taxes. The Company
shall have the power and the right to deduct or withhold, or require the Grantee
to remit to the Company, an amount to satisfy federal, state and local taxes
required to be withheld with respect to the Restricted Stock.
(d) Nontransferability.
This
Agreement and the shares of Restricted Stock granted to the Grantee shall be
nontransferable and shall not be sold, hypothecated or otherwise assigned or
conveyed by the Grantee to any other person, except as specifically permitted
in
this Agreement. No assignment or transfer of this Agreement or the rights
represented thereby, whether voluntary or involuntary, or by operation of law
or
otherwise, shall vest in the assignee or transferee any interest or right
whatsoever, except as specifically permitted in this Agreement. The Agreement
shall terminate, and be of no force or effect, immediately upon any attempt
to
assign or transfer the Agreement or any of the shares of Restricted Stock to
which the Agreement applies.
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(e) Designation
of Beneficiary. Notwithstanding
anything in Section 7(d) to the contrary, the Grantee may designate a person
or
persons to receive, in the event of his death, any rights to which he would
be
entitled under this Agreement. Such a designation shall be filed with the
Company in accordance with uniform procedures specified by the Committee. The
Grantee may change or revoke a Beneficiary designation at any time by filing
a
written statement of such change or revocation with the Company in accordance
with uniform procedures specified by the Committee. No Beneficiary designation
or change of Beneficiary designation will be effective until notice thereof
is
received. If Grantee fails to designate a Beneficiary or if the Beneficiary
predeceases the Grantee, the legal representative of Grantee's estate shall
be
deemed to be his Beneficiary for purposes of this Agreement. The Grantee is
not
required to obtain spousal consent to designate someone other than the spouse
as
beneficiary.
(f) No
Shareholder Rights.
Except
as otherwise specifically provided in Section 4 of this Agreement (regarding
shareholder rights of the Grantee with respect to shares of Restricted Stock),
until the shares of Restricted Stock have vested in accordance with the
provisions of Section 2 of this Agreement, the Grantee shall have no rights
as a
shareholder of the Company and shall not be deemed to be a shareholder of the
Company for any purpose.
(g) No
Right to Continue as a Director.
This
Agreement shall not be deemed to limit or restrict the right of the Company
to
terminate the Grantee's service as a Director at any time, for any reason,
with
or without cause, or to limit or restrict the right of the Grantee to terminate
his service as a Director of the Company at any time.
(h) Amendment
or Termination.
This
Agreement may be amended or terminated at any time by the mutual agreement
and
written consent of the Grantee and the Committee, but only to the extent
permitted under the Plan.
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(i) Governing
Instrument.
This
Agreement is subject to all terms and conditions of the Plan and shall at all
times be interpreted in a manner that is consistent with the intent, purposes,
and specific language of the Plan.
(j) Severability.
If any
provision of this Agreement should be held illegal or invalid for any reason
by
the Committee or court of applicable jurisdiction, such determination shall
not
affect the other provisions of this Agreement, and it shall be construed as
if
such provision had never been included herein.
(k) Headings/Gender.
Headings in this Agreement are for convenience only and shall not be construed
to be part of this Agreement. Any reference to the masculine, feminine or neuter
gender shall be a reference to other genders as appropriate.
(l) Governing
Law.
This
Agreement shall be construed, and its provisions enforced and administered,
in
accordance with the laws of the State of Michigan and, where applicable, federal
law.
8. Definitions.
All
capitalized terms shall have the meaning set forth in the Plan or, if not
defined in the Plan, shall be defined as set forth below.
(a) Change
in Control has
the
meaning specified in Section 9(c) of the Plan.
(b) Company
means
SEMCO Energy, Inc., its successors and assigns, and any other company or other
entity, whether foreign or domestic, in which the Company has or obtains,
directly or indirectly, a proprietary interest of more than eighty percent
(80%)
by reason of stock ownership or otherwise.
(c) Director
means a
member of the Board of Directors of the Company.
(d) Disability
Retirement Date
means
the date of the Grantee’s termination from service as a Director due to
Disability. For purposes of this Agreement, Disability means the inability
of
the Grantee to adequately perform his regular duties as a Director for the
Company as a result of sickness or an accident for a period of one hundred
eighty (180) days.
(e) Grant
means
the
number of shares of Restricted Stock specified on the first page of this
Agreement.
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(f) Grant
Date
means
the date set forth on the first page of this Agreement.
(g) Grantee
means
the Eligible Person named on the first page of this Agreement.
(h) Plan
means
the SEMCO Energy, Inc.2004 Stock Award and Incentive Plan, as adopted by the
Board of Directors on March 12, 2004, and approved by the Company’s shareholders
on May 24, 2004, and as amended from time to time.
(i) Retirement
Date
means
the date of the Grantee’s termination of service as a Director on or after the
date the Grantee attains age 60.
(j) Vesting
Date
means
any one of the dates upon which the restrictions contained in Section 3 of
this
Agreement lapse with respect to the shares of Restricted Stock granted to the
Grantee under this Agreement, which date shall be determined in accordance
with
Section 2 of this Agreement.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officers under its corporate seal, and the Grantee has executed
this Agreement, as of the day and year first above written.
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SEMCO
ENERGY, INC.
By:________________________________
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ATTEST:
__________________________________
Corporate
Secretary
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GRANTEE
___________________________________
Name:______________________________
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