Exhibit 10.08


 


XCEL ENERGY INC.


EXECUTIVE ANNUAL INCENTIVE AWARD PLAN


(effective May 25, 2005)


RESTRICTED STOCK AGREEMENT


 


This Agreement, dated and
effective Month Date, 2009, by and between Xcel Energy Inc., a Minnesota
corporation (“Xcel Energy”) and <<Name>> (the “Participant”)
evidences an award of restricted stock and the applicable terms and conditions
of the award.


 


1.             Shares
Awarded.  Xcel Energy
awards the Participant <<Number>> shares of Common Stock of Xcel
Energy (the “Shares”) pursuant to the Xcel Energy Inc. Executive Annual
Incentive Award Plan (effective May 25, 2005) (the “Plan”), upon the terms
and conditions of the Plan and this Agreement. 
The Plan as currently in effect is incorporated by reference and the
Participant acknowledges the receipt of a copy thereof.


 


2.             Restrictions on
Transfer and Restricted Periods.


 


(a)           During the respective periods
hereinafter described (the “Restricted Periods”), the Shares may not be sold,
assigned, transferred, pledged, or otherwise encumbered by the Participant,
except as hereinafter provided.


 


(b)           The restrictions described above
shall commence on March 1, 2008 
(the “Commencement Date”) and, except as provided in paragraph 2(c) or
paragraph 3, shall terminate with respect to one-third of the Shares on March 1,
2009; one-third of the Shares on March 1, 2010 and with respect to the
remaining Shares on March 1, 2011 or the next available trading date if
the designated date is not a trading day.


 


(c)           Shares will vest and be available
upon the expiration of the applicable Restricted Period or, if earlier, upon a
Change in Control as defined in the Plan. 
The Committee of the Board of Directors designated as the Plan
administrator (the “Committee”) shall have the authority, in its discretion, to
accelerate the lapse of restrictions whenever the Committee determines that
such action is appropriate by reason of changes in applicable tax or other
laws, or other changes in circumstances occurring after the commencement of the
Restricted Periods.  The Committee, however,
has delegated certain administrative duties to the Executive Compensation
department of Xcel Energy.


 


3.             Termination of
Service.  If the
Participant ceases to maintain an active employment relationship with Xcel
Energy and its affiliates as defined in the Plan for any reason other than
permanent and total disability (for purposes of this Plan disability is defined
as qualification for long term disability benefits under a company sponsored
plan) or death, all shares which are subject to the restrictions imposed by
paragraph 2 shall be forfeited and returned to Xcel Energy; provided, however,
that if the Participant ceases employment by reason of permanent and total
disability or death, the restrictions shall lapse.


 


4.             Certificates for
Shares.  Xcel Energy shall
hold the Shares in its custody on behalf of the Participant in a segregated
account with a nominee name.  As
restrictions are released, the Shares will be automatically transferred to the
account of the Participant in Xcel Energy’s Dividend Reinvestment and Stock
Purchase Plan.


 


Simultaneously
with the execution of this Agreement or at any time requested by Xcel Energy,
the Participant will execute a stock power endorsed in blank and promptly
deliver such stock power to


 

















 


Xcel Energy with respect
to restricted Shares and Shares purchased with dividends thereon.  Xcel Energy may condition the issuance or
delivery of restricted Shares upon receipt of such stock power.


 


5.             Participant’s
Rights.  Except as
otherwise provided herein, Participant shall have all the rights of a
stockholder, including, but not limited to, the right to vote all of the
Shares.  Dividends payable on Shares
shall be reinvested in additional shares of Common Stock which Xcel Energy at
its discretion may purchase through Xcel Energy’s Dividend Reinvestment and
Stock Purchase Plan for the account of the Participant at the same time as
dividends are reinvested under said Dividend Reinvestment Plan for the
participants in that Plan. Any additional shares of Common Stock purchased by
reinvested dividends shall be subject to the same Restricted Periods as the
original Shares awarded and deemed to be Shares for purpose of this Agreement.


 


6.             Expiration of
Restricted Period.  Upon
the expiration of the Restricted Period with respect to any Shares or lapse of
restrictions for any other reason as provided in this Agreement, Xcel Energy
shall cause the Shares released from restriction to be transferred to the
account of the Participant in Xcel Energy’s Dividend Reinvestment and Stock Purchase
Plan.  If the Participant dies before the
restrictions lapse, and unless the Participant has directed otherwise in
writing delivered to the Xcel Energy Executive Compensation Department, the
certificates in respect of such restricted Shares shall be reissued and
delivered to the Participant’s legal spouse, otherwise to the estate free of
the restrictions referred to in paragraph 2 above and without the legend
provided for in paragraph 4 above.


 


7.             Changes in
Capitalization of Xcel Energy. 
If there is any change in the outstanding shares of Common Stock by
reason of a stock dividend or distribution, stock split-up, recapitalization,
combination or exchange of shares, or by reason of merger, consolidation, or
other corporate reorganization, any additional shares of Common Stock or other
securities received, with respect to Shares subject to the restrictions
contained in paragraph 2 above, shall be subject to such restrictions and the
certificate or other instruments representing or evidencing such shares or
securities shall be legended and deposited with Xcel Energy in the manner
provided in paragraph 4 above.


 


8.             General
Restrictions.  Each Award
granted pursuant to the Plan shall be subject to the requirement that if, in
the opinion of the Committee:


 


(a)           the listing, registration, or
qualification of any shares of Common Stock related thereto upon any securities
exchange or pursuant to any state or federal law;


 


(b)           the consent or approval of any
regulatory body; or


 


(c)           an agreement by the recipient with
respect to the disposition of any such shares of Common Stock;


 


is necessary or desirable
as a condition of the issuance or sale of such shares of Common Stock, such
Award shall not be consummated unless and until such listing, registration,
qualification, consent, approval, or agreement is affected or obtained in form
satisfactory to the Committee.


 


9.             Withholding.  Xcel Energy may require the Participant to
remit to it, or may withhold from the Award or from the Participant’s other
compensation, an amount sufficient to satisfy any applicable federal, state,
local tax, employment, FICA or other mandated withholding requirements in
regard to the Award in the year or years the Award becomes taxable to the
Participant.  Participant 


 


2

















 


may elect to satisfy the
withholding requirement, in whole or in part, by tendering shares of previously
acquired Common Stock (either by the delivery of share certificates or by
attestations) or by having Xcel Energy withhold Shares from the Award at the
rate the Committee determines satisfies the applicable withholding requirements
of the Code.  If no election is made,
Shares will be withheld.


 


10.           Plan and Plan
Interpretations as Controlling. 
The Shares hereby awarded and the terms and conditions herein set forth
are subject in all respects to the terms and conditions of the Plan, which are
controlling.  All determinations and
interpretations of the Committee shall be binding and conclusive upon the
Participant or his legal representatives with regard to any question arising
hereunder or under the Plan.


 


11.           Participant Service.  Nothing in this Agreement shall limit the
right of Xcel Energy or any of its subsidiaries to terminate the Participant’s
service as an officer or employee, or otherwise impose upon Xcel Energy or any
of its subsidiaries any obligation to employ or accept the services of the
Participant.


 


12.           Participant
Acceptance.  The
Participant shall signify acceptance of the terms and conditions of this
Agreement by signing in the space provided below and returning a signed copy to
Xcel Energy.


 


13.           Mandatory Binding
Arbitration.
The Participant agrees that any and all disputes related to an award of
restricted stock units including but not limited to, eligibility, vesting,
distribution and payment, withholding, targets, effect of termination of
employment or rights related to an amendment or termination of the Plan, will
be subject to mandatory binding arbitration in Minneapolis, Minnesota before
the American Arbitration Association. Participant agrees that the Participant
will be responsible for bearing his or her share of the costs to arbitrate.


 


IN WITNESS
WHEREOF, the parties hereto have caused this Restricted Stock Agreement to be
executed as of the date first above written.


 


	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Richard C. Kelly

  
	
   

  	
   

  	
  Chairman & CEO
  of Xcel Energy Services Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCEPTED:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Participant

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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