VECTREN CORPORATION AT RISK COMPENSATION PLAN RESTRICTED STOCK GRANT AGREEMENT (OFFICER)
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Exhibit
99.1
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VECTREN
CORPORATION
AT
RISK
COMPENSATION PLAN
(OFFICER)
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Name
of
Grantee: ____________________________________
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No.
of Shares: ________________
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Date
of Grant: January 1, 2008
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______________________________
(“Grantee”) is hereby granted on January 1, 2008 (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.
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(A)
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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, 2011.
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(B)
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Lifting
of
Restrictions.
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(i)
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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 (as measured by
total
shareholder return or TSR) of the Shares during the TSR Measuring
Period
(January 1, 2008 through December 31, 2010), (2) the earned return
on
equity (▇▇▇) of Vectren Corporation (Company) for the twelve months
ended
December 31, 2010 (the ▇▇▇ Measuring Period) relative to the
performance metrics established by the Compensation and Benefits
committee
(Committee), and (3) the continued employment of the Grantee until
December 31, 2011.
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(a)
Total Shareholder
Return. Fifty percent of the final award of the
restricted stock shall be determined based upon the Company’s TSR
performance relative to the TSR of the companies within the peer
group
established by the Committee and determined in accordance with
the rules
established by the Committee, all of which are incorporated herein
by
reference. In addition to the information that is incorporated
herein by reference, the TSR performance conditions will operate
in the
following manner. For the TSR Measuring Period, the shareholder
value
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January
1, 2008
Restricted
Stock Grant
[Grantee’s
Name]
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1
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performance
of the Company shall be compared with the shareholder value performance of
the
group of comparable companies designated by the Committee. TSR
performance shall be determined separately for Company and for each company
included as part of the group of comparable companies by dividing:
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(i)
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the
difference between
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(A)
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the
sum of (A) the average for each peer group 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 TSR Measuring Period,
and
(B) any dividends, cash or stock, paid per share with respect to
such
company's common stock during the TSR Measuring Period, and
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(B)
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the
average for each peer group company 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 TSR Measuring Period,
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by
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(ii)
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(B)
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.
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Pursuant
to the TSR 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 TSR performance, fifty percent of
the
Grant will be subject to adjustment at the end of the TSR Measuring
Period.
(b)
Earned
Return on
Equity. Fifty percent of the final award of the restricted
stock shall be determined based upon the Company’s earned ▇▇▇ for the twelve
months ended December 31, 2010 relative to the metrics established by the
Committee and determined in accordance with the rules established by the
Committee, all of which are incorporated herein by reference.
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(ii)
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Lifting
of
Restrictions. The restrictions applicable to the Shares
held by the Grantee at the end of the TSR and ▇▇▇ Measuring Periods
(after
the completion of the adjustments in the number of Shares by reason
of the
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January
1, 2008
Restricted
Stock Grant
[Grantee’s
Name]
- 2
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computations
called for by the (A) the Shareholder Value Performance Schedule, and (B) the
▇▇▇ metrics) shall be lifted in whole as of December 31, 2010; 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, 2011 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.
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(iv)
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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.
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(C)
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Disability
or
Retirement. Notwithstanding the terms of the Plan, in
the event of the Grantee's Disability or Retirement prior to the
end of
the Performance Period, the Committee may, but shall not be obligated
to,
permit the Grantee to receive the number of Shares, if any,
that the Grantee would otherwise be entitled to had the Grantee been
an
active employee at the end of the Performance Period (as adjusted
or
forfeited based on the Performance Criteria) without any reduction
for the
time the Grantee was not an active employee during the Performance
Period.
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(D)
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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:
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“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.”
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2.
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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.
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3.
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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.
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January
1, 2008
Restricted
Stock Grant
[Grantee’s
Name]
- 3
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4.
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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.
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5.
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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.
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6.
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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.
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7.
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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 not otherwise defined herein, 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.
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8.
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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.
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9.
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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.
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10.
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Notices. All
notices by the Grantee or his or her assigns to Vectren shall be
addressed
to Vectren Corporation, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or
such other address as Vectren may, from time to time,
specify. All notices by Vectren to the Grantee shall be
addressed to the Grantee at their current work location at Vectren
or, if
they are no longer employed by Vectren, at the address on file for
the
Grantee with the Human Resources department of Vectren.
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VECTREN
CORPORATION
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By:
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Accepted
as of the date first above written
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,
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Grantee
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January
1, 2008
Restricted
Stock Grant
[Grantee’s
Name]
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