Nicor Inc. Form 8-K
 Exhibit 10.05


PERFORMANCE
CASH UNIT AGREEMENT


NICOR INC. 2006 LONG-TERM
INCENTIVE PLAN





THIS
AGREEMENT, entered into as of [Agreement Date] (the "Agreement Date"), by and
between [First_Name] [Middle_Initial] [Last_Name] (the "Employee"), and Nicor
Inc., an Illinois corporation (the "Company");





WITNESSETH
THAT:





WHEREAS, the Company maintains the
Nicor Inc. [insert program year] Long-Term Incentive Program (the "Program"),
which is part of the Nicor Inc. 2006 Long-Term Incentive Plan (the “Plan”) and
which is incorporated into and forms a part of this Agreement, for the benefit
of key executive and management employees of the Company and any Related
Company; and





WHEREAS,
the Employee has been selected by the Compensation Committee of the Board of
Directors of the Company (the "Committee") to receive a Performance Cash Unit
award;





NOW,
THEREFORE, IT IS AGREED, by and between the Company and the Employee, as
follows:





1.  Award.  The
Employee is hereby awarded [insert number of units] Performance Cash Units,
effective as of the Agreement Date.





2.  Amount of Payment.
Subject to the provisions of this Agreement, the Program and the Plan, the
Company shall distribute to the Employee, for each Performance Cash Unit awarded
under this Agreement, an amount equal to one dollar times the product of, (1)
the number of Performance Cash Units MULTIPLIED BY (2) the Total Shareholder
Return Performance Multiplier (as defined below) for the Performance Period (as
defined below).





3.  Time of
Payment.  Amounts due under paragraph 2 with respect to
Performance Cash Units shall be paid as a lump sum cash payment as soon as
practicable after the end of the Performance Period; provided, however, if
payment is not made by 2 1⁄2 months following the end of the Performance Period,
payment will be made no later than December 31 of the calendar year following
the end of the Performance Period.





4.  Total Shareholder
Return.  For purposes of this Agreement, the Total Shareholder
Return (TSR) is defined as the three-year total shareholder return of the
Company calculated with dividends reinvested, for all shares of common stock of
the Company (“Company Stock”) reported for the New York Stock Exchange -
Composite Transactions ending on the last day of the Performance Period (or, if
Company Stock is not traded on that date, on the next preceding date on which
Company Stock is traded).  For purposes of calculating the TSR: (i)
the starting stock price will be an average of the closing prices for the 20
trading days ending on December 31, [insert last day preceding performance
period] and (ii) the ending stock price will be an average of the closing prices
for the 20 trading days ending on December 31,[insert last day of performance
period].





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5.  Performance
Period.  For purposes of this Agreement, the Performance Period
shall be the period beginning January 1, [insert first day of performance
period], and ending December 31, [insert last day of performance
period].





6.  Performance
Multipliers.  For purposes of this Agreement, the term "Total Shareholder
Return Performance Multiplier" for the Performance Period shall be determined in
accordance with Exhibit A to this Agreement.





7.  Vesting.  The
Employee shall be vested in and entitled to payment of benefits under this
Agreement only if the requirements of either paragraph (a) or paragraph (b) next
below are satisfied:





(a)
            The
      Employee is continuously employed by the Company and the Related Companies
      during the period beginning on the Agreement Date and ending on December
      31, [insert last day of performance
period].





(b)
            The
      Employee is continuously employed by the Company and the Related Companies
      through the first anniversary of the Agreement Date, and such employment
      terminates before January 1, [insert first day following performance
      period]by reason of his Retirement (as defined below) or
      death.





The
Employee shall not be vested in or entitled to payment of benefits under this
Agreement unless the requirements of paragraph (a) or paragraph (b) next above
are satisfied.  Nothing in this paragraph 7 shall be deemed to
increase the amount of benefits (if any) payable under this Agreement, as
determined without regard to this paragraph 7.





8.  Heirs and
Successors.  This Agreement shall be binding upon, and inure to
the benefit of, the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Company's assets and
business.  Subject to the terms of the Plan, any benefits payable to
the Employee under this Agreement that are not paid at the time of the
Employee's death shall be paid at the time and in the form determined in
accordance with the provisions of this Agreement, to the beneficiary designated
by the Employee in writing filed with the Committee in such form and at such
time as the Committee shall require.  If a deceased Employee fails to
designate a beneficiary, or if the designated beneficiary of the deceased
Employee dies before the Employee or before complete payment of the amounts
distributable under this Agreement, the Committee shall, in its discretion,
direct that amounts to be paid under this Agreement be paid to:





(a)
            one
      or more of the Employee's relatives by blood, adoption or marriage and in
      such proportion as the Committee decides;
or





(b)
            the
      legal representative or representatives of the estate of the last to die
      of the Employee and his
beneficiary.





9.  Retirement.  For
purposes of this Agreement, the term "Retirement" means:  (a)
termination of employment because the Employee has reached normal retirement age
of 65 years; (b) termination of employment because the Employee becomes
Disabled; or (c) termination of employment because the employee has attained at
least age 55 and has at least







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10 years
of employment with the Company or any Related Companies.  For purposes
of this Agreement, the term "Disabled" means the inability of the Employee, by
reason of a medically determinable physical or mental impairment, to engage in
any substantial gainful activity, which condition, in the opinion of a physician
selected by the Committee, is expected to result in death or can be expected to
last for a continuous period of not less than 12 months.





10.  Transferability.  Performance
Cash Units awarded under this Agreement are not transferable except as
designated by the Employee by will or by the laws of descent and
distribution.  Notwithstanding the foregoing, the Committee may permit
Performance Cash Units awarded under this Agreement to be transferred by the
Employee for no consideration to or for the benefit of the Employee’s Immediate
Family, subject to such limits as the Committee may establish, and the
transferee shall remain subject to all terms and conditions applicable to such
award prior to such transfer.





11.  Employment.  This
Agreement does not constitute a contract of employment, and does not confer on
the Employee the right to be retained in the employ of the Company or any
Related Company.





12.  Change in
Control.   In the event that a Change in Control occurs
prior to the end of the Performance Period, Performance Cash Units may be paid
out in such manner and amounts as determined by the Committee.





13.  Plan
Governs.  Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the
Program and of the Plan, copies of which may be obtained by the Employee from
the office of the Secretary of the Company.  In the event of any
conflict between any terms of this Agreement and the terms of the Plan, the
terms of the Plan shall govern.





14.  Administration.  The
authority to manage and control the operation and administration of this
Agreement shall be vested in the Committee, and the Committee shall have all
powers with respect to this Agreement as it has with respect to the Program and
the Plan.  Any interpretation of the Agreement by the Committee and
any decision made by it with respect to the Agreement is final and binding on
all persons.





15.  Amendment.  This
Agreement may be amended by written agreement of the Employee and the Company,
without the consent of any other person.  Notwithstanding the
foregoing, the Company may in its sole discretion, amend the this Agreement, the
Program or the Plan in such manner as it may determine is necessary or
desirable either for the Performance Cash Units to be exempt from the
application of Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) or to satisfy the requirements of Section 409A of the Code,
provided that no such amendment may change the Program's "performance goals,"
within the meaning of Section 162(m) of the Code, with respect to any
person who is a "covered employee," within the meaning of Section 162(m) of
the Code.








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IN
WITNESS WHEREOF, the Employee has hereunto set his hand, and the Company has
caused these presents to be executed in its name and on its behalf, and its
corporate seal to be affixed hereto, all as of the Agreement Date.





[First_Name]
      [Middle_Initial] [Last_Name]Nicor
      Inc.By:
            [signature][Authorized Nicor
      Officer Name][Authorized
      Nicor Officer Title]




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Exhibit
A








PERFORMANCE
CASH UNIT AGREEMENT


NICOR INC. 2006 LONG-TERM
INCENTIVE PLAN











Performance
Multiplier





The
following Schedule shall be used to determine the Performance
Multiplier.





Performance Unit Multiplier
      ScheduleNicor TSR Ranking
            
            Payout Multiple90th
      Percentile or higher
            
            200%50th
      Percentile
            
            100%25th
      Percentile
            
            25%Below
      25th
      Percentile
            
            0%




For
purposes of this Exhibit A, the percentile of the Nicor Total Shareholder Return
shall be the three year total shareholder return of the Company for the
Performance Period, as compared to the companies in the Standard and Poor's
MidCap 400 Utility group for the Performance Period.  If the Standard
and Poor's MidCap 400 Utility group is not available for the entire Performance
Period, the Committee shall apply such other measure as it determines to be
appropriate to preserve the intent of this Agreement.  For results
between performance levels, the Performance Multiplier will be
interpolated.








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