Nicor Inc.
 Form 8-K
 Exhibit 10.03


RESTRICTED
STOCK UNIT AGREEMENT


NICOR INC. 2006 LONG-TERM
INCENTIVE PLAN




THIS
AGREEMENT, entered into as of the 25th day
of March 2010 (the “Agreement Date”), by and between Rick Murrell (the
“Employee”), and Nicor Inc., an Illinois corporation (the
“Company”).




WITNESSETH
THAT:




WHEREAS,
the Company maintains the Nicor Inc. 2006 Long-Term Incentive Plan (the “Plan”),
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 an award of Restricted
Stock Units pursuant to Section 4.4 of the Plan and as provided
herein;




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




1.           Award.  Subject
to the terms of this Agreement and the Plan, the Employee is hereby awarded the
right to receive 1,190 shares of Stock (the “Restricted Stock Units”) subject to
vesting as provided in Paragraph 4, the delivery of which shares of Stock is
deferred until the earliest of:





(a)           the
fourth anniversary of the Agreement Date;





(b)           the
Employee’s death;





(c)           a
Change in Control;





(d)           the
six-month anniversary following Employee’s separation from service (within the
meaning of Section 409A of the Code) due to Disability (as defined below);
or





(e)           if
the Committee exercises its discretion, as provided in Paragraph 4 below, to
vest all or a portion of the Restricted Stock Units upon the Employee’s
separation from service due to Retirement (as defined below), the six-month
anniversary following Employee’s separation from service (within the meaning of
Section 409A of the Code) due to Retirement.





For
purposes of this Agreement, the term "Disability" 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.  For purposes of this Agreement, “Retirement” means the date
the Employee has attained at least (i) age 65, or (ii) age 55 and has at least
10 years of employment with the Company or any Related Companies.






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2.           Limit on
Alienation.  Restricted Stock Units may not be sold, assigned,
transferred (except as permitted under Paragraph 6), pledged or otherwise
encumbered.




3.           Dividend
Equivalents.  The Employee shall be entitled to receive a cash
payment equal to the amount of dividends which otherwise would have been paid on
the shares of Restricted Stock Units as if such shares were issued and
outstanding (the “Dividend Equivalents”) at the same time and manner as
dividends are paid on shares of Stock.  Employee’s rights to Dividend
Equivalents shall cease on the earlier of (a) the date on which the Employee has
forfeited the Restricted Stock Units, or (b) the date the actual shares of Stock
are delivered as provided in Paragraph 1.




4.           Vesting.  The
Employee shall vest in full in the Restricted Stock Units on the earlier of (a)
the fourth anniversary of the Agreement Date; (b) the date on which a Change in
Control occurs; (c) the date of the Employee’s death after the first anniversary
of the Agreement Date; or (d) the date on which the Employee is determined to
have become subject to a Disability after the first anniversary of the Agreement
Date.  If the Employee’s employment with the Company and all Related
Companies terminates prior to vesting in the Restricted Stock Units, he shall
forfeit the Restricted Stock Units and his right to receive the actual shares of
Stock subject thereto, provided, however, that in the event of Employee’s
Separation from Service due to Retirement after the first anniversary of the
Agreement Date, the Committee may determine in its sole discretion whether the
Employee will be deemed vested in all or a portion of the Restricted Stock Units
immediately prior to such Retirement.




5.           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 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 the Employee fails to designate a beneficiary, or
if the designated beneficiary of the 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.




6.           Transferability.  Restricted
Stock 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
the Restricted Stock 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 (including








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a trust
for the benefit of the Employee’s Immediate Family or to a partnership for
members 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.




7.           Employment
and Shareholder Status.  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.Except as otherwise provided in this
Agreement, the Employee shall not be deemed to be a holder of any shares of
Stock pursuant to the Restricted Stock Units until the date of the issuance of a
certificate to him of the actual shares of Stock subject to such Restricted
Stock Units.  Except for Dividend Equivalents, the Employee shall not
have any rights to dividends or any other rights of a shareholder with respect
to the shares of Stock covered by the Restricted Stock Units until such shares
of Stock have been issued to the Employee.




8.           Withholding.  The
Company may require that the Employee pay to the Company, or the Company may
otherwise withhold, at the time of delivery of the shares of Stock pursuant to
the Restricted Stock Units, any such amount as is required by law or regulation
to be withheld for federal, state or local income tax or any other taxes
incurred by reason of such payment.  At the election of the Employee,
unless otherwise prohibited by the Committee, such withholding obligations may
be satisfied pursuant to any of the methods authorized by Section 6.7 of the
Plan.




9.           Unfunded
Promise.  The Employee’s right to receive payment of any
amounts under this Agreement shall be an unfunded entitlement and shall be an
unsecured claim against the general assets of the Company.




10.         Adjustment to Number of
Shares Subject to Agreement.  In the event of any change in the
outstanding shares of Stock by reason of any stock dividend, split, spin-off,
recapitalization, merger, consolidation, combination, exchange of shares or
other similar change, the terms of this Agreement and the number of Restricted
Stock Units and this Agreement shall be adjusted in the manner specified in
Section 6.4 of the Plan.




11.         Definitions.  Except
where the context clearly implies or indicates the contrary, a word, term, or
phrase used in the Plan is similarly used in this Agreement.




12.         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
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.




13.         Plan
Governs.  Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which may be obtained by the Employee from the office of the Secretary
of the







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Company.  In
the event of a conflict between any terms of this Agreement and the terms of the
Plan, the terms of the Plan shall govern.




14.         Amendment.  This
Agreement may be amended by written agreement of the Employee and the Company,
without the consent of any other person.




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.




/s/ RICK MURRELLRick
      MurrellNICOR
      INC.By:
            /s/
      RUSS M. STROBELRuss M.
      StrobelChairman,
      President and Chief Executive Officer


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