ex10_9-10.htm


    Exhibit
      10.9.10

     

    
      SEMCO
        ENERGY, INC.

      2004
        Stock
        Award and Incentive Plan

      


      RESTRICTED
        STOCK GRANT AGREEMENT FOR DIRECTORS

      


      


      
        	 	
                 

                Grantee:

              	
                 

                [Name]

                 

              	 
	 	
                Restricted
                  Stock Grant:

              	
                [Number]
                  Shares

                 

              	 
	 	
                Grant
                  Date:

              	
                [Date]

                 

              	 


      

      


      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 on June 28,
        2008.

      (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.

      (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.

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      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 1411 Third Street, Ste. A, Port
        Huron, Michigan 48060, 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.

       

      
        	 	SEMCO
                ENERGY,
                INC.	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

      


      
         

        
          	ATTEST:	 	 
	 	 	 	 
	 	 	 	 
	Corporate
                  Secretary 	 	 	 
	 	 	 	 


        

        

           

          
            	 	GRANTEE	 
	 	 	 	 
	
                     

                  	
                     

                  	 	 
	 	Name:	 	 
	 	 	 	 
	 	 	 	 


          

           

           

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