ex10_2.htm


    
      
Exhibit 10.2

     

    
      CH
ENERGY GROUP, INC.

      LONG-TERM
EQUITY INCENTIVE PLAN

      


      RESTRICTED
SHARES AGREEMENT

      


      Summary of Restricted Share
Grant

      


      CH Energy
Group, Inc., a New York corporation (the "Company"), grants to the Grantee named
below, in accordance with the terms of the CH Energy Group, Inc. Long-Term
Equity Incentive Plan (the "Plan") and this Restricted Shares Agreement (the
"Agreement"), the following number of Restricted Shares, on the Date of Grant
set forth below:

       

      
        
          	
                   
      

                	
                  Name
      of Grantee:

                	
                  ______________

                


        

        


        
          	
                   
      

                	
                  Number
      of Restricted Shares:

                	
                  ______________

                


        

        


        
          	
                   
      

                	
                  Date
      of Grant:

                	
                  February
      ____, 2010

                


        

        


        
          	
                   
      

                	
                  Vesting
      Date:

                	
                  Third
      anniversary of the Date of
Grant

                


        

      

       

      Terms of
Agreement

      


      1.       
     Grant of Restricted Shares. Subject to and
upon the terms, conditions, and restrictions set forth in this Agreement and in
the Plan, the Company hereby grants to the Grantee, as of the Date of Grant, the
total number of Restricted Shares (the "Restricted Shares") set forth
above.  The Restricted Shares shall be fully paid and
nonassessable.

      


      2.        
    Vesting of Restricted Shares.

      


      (a)       
    The Restricted Shares shall vest and become
nonforfeitable if the Grantee shall have remained in the continuous employ of
the Company or a Subsidiary through the Vesting Date. For purposes of this
Agreement, the continuous employment of the Grantee with the Company and its
Subsidiaries shall not be deemed to have been interrupted, and the Grantee shall
not be deemed to have ceased to be an employee of the Company and its
Subsidiaries, by reason of the transfer of her employment among the Company and
its Subsidiaries or a leave of absence approved by the Committee.

      


      (b)      
     Notwithstanding the provisions of Section 2(a),
the Restricted Shares covered by this Agreement that have not yet vested under
Section 2(a) shall immediately become vested and nonforfeitable if, prior to the
Vesting Date (i) the Grantee dies or becomes disabled (as defined by reference
to the Company's long-term disability plan covering the Grantee) while in the
employ of the Company or a Subsidiary, or (ii) a Change in Control occurs while
the Grantee is in the employ of the Company or a Subsidiary.

      


      (c)     
      Notwithstanding anything contained in this
Agreement to the contrary, the Committee may, in its sole discretion, accelerate
the time at which the Restricted Shares become vested and nonforfeitable on such
terms and conditions as it deems appropriate.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      3.         
   Forfeiture of
Shares. The Restricted Shares that have not yet vested pursuant to
Section 2 (including without limitation any dividends for which the record date
occurs on or after the date of forfeiture) shall be forfeited automatically
without further action or notice if the Grantee ceases to be employed by the
Company and its Subsidiaries other than as provided in Section
2(b)(i).  In the event of a forfeiture of the Restricted Shares, the
stock book entry account representing the Restricted Shares covered by this
Agreement shall be cancelled and all Restricted Shares shall be returned to the
Company.

      


      4.         
   Transferability.  The
Restricted Shares may not be sold, exchanged, assigned, transferred, pledged,
encumbered or otherwise disposed of by the Grantee, except to the Company, until
the Restricted Shares have become vested as provided in Section
2.  Any purported transfer or encumbrance in violation of the
provisions of this Section 4 shall be void, and the other party to any such
purported transaction shall not obtain any rights to or interest in such
Restricted Shares.  The Committee, in its sole discretion, when and as
is permitted by the Plan, may waive the restrictions on transferability with
respect to all or a portion of the Restricted Shares, provided that any
permitted transferee (other than the Company) shall remain subject to all the
terms and conditions applicable to the Restricted Shares prior to such
transfer.

      


      5.       
     Dividend, Voting and Other
Rights.  Except as otherwise provided herein, from and after
the Date of Grant, the Grantee shall have all of the rights of a shareholder
with respect to the Restricted Shares, including the right to vote the
Restricted Shares and receive any cash dividends that may be paid thereon (which
such cash dividends shall be paid to the Grantee at the same time they are paid
to the holders of Common Shares); provided, however, that any
additional Common Shares or other securities that the Grantee may become
entitled to receive pursuant to a stock dividend, stock split, combination of
shares, recapitalization, merger, consolidation, separation or reorganization or
any other change in the capital structure of the Company shall be considered
Restricted Shares and shall be subject to the same restrictions as the
Restricted Shares covered by this Agreement.

      


      6.       
     Custody of Restricted Shares;
Stock
Power.  Until the Restricted Shares have become vested and
nonforfeitable as provided in Section 2, the Restricted Shares shall be issued
in book-entry only form and shall not be represented by a
certificate.  The restrictions set forth in this Agreement shall be
reflected on the stock transfer records maintained by or on behalf of the
Company.  The Grantee agrees that, in order to ensure compliance with
the restrictions imposed on the Restricted Shares under this Agreement, the
Company may issue appropriate "stop transfer" instructions to its transfer
agent, if any.  By execution of this Agreement and effective until the
Restricted Shares have become vested and nonforfeitable as provided in Section
2, the Grantee hereby irrevocably constitutes and appoints each of the Chief
Executive Officer and the General Counsel of the Company as attorney-in-fact to
transfer the Restricted Shares on the stock transfer records of the Company with
full power of substitution.   The Grantee agrees to take any and
all other actions (including without limitation executing, delivering,
performing and filing such other agreements, instruments and documents) as the
Company may deem necessary or appropriate to carry out and give effect to the
provisions of this Agreement.

      


      7.        
    No Employment Contract.  Nothing
contained in this Agreement shall confer upon the Grantee any right with respect
to continuance of employment the Company and its Subsidiaries, nor limit or
affect in any manner the right of the Company and its Subsidiaries to terminate
the employment or adjust the compensation of the Grantee.


      
        
           


        

        
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      8.       
     Relation to Other Benefits.  Any
economic or other benefit to the Grantee under this Agreement or the Plan shall
not be taken into account in determining any benefits to which the Grantee may
be entitled under any profit-sharing, retirement or other benefit or
compensation plan maintained by the Company or its Subsidiaries and shall not
affect the amount of any life insurance coverage available to any beneficiary
under any life insurance plan covering employees of the Company or its
Subsidiaries.

      


      9.      
      Taxes and Withholding.  If
the Company or any Subsidiary is required to withhold any federal, state, local
or other taxes in connection with the vesting of the Restricted Shares, then the
Grantee shall satisfy such withholding obligation by surrendering to the Company
a portion of the Common Shares that become vested by the Grantee hereunder, and
the Common Shares so surrendered by the Grantee shall be credited against any
such withholding obligation at the Market Value per Share of such Common Shares
on the date of such surrender.  As a condition to receiving this
award, the Grantee acknowledges and agrees that she shall not file an election
under Section 83(b) of the Code with respect to all or any portion of the
Restricted Shares.

      


      10.           Compliance
with Law.  The Company shall make reasonable efforts to comply
with all applicable federal and state securities laws and listing requirements
of the New York Stock Exchange or any national securities exchange with respect
to the Restricted Shares; provided, however,
notwithstanding any other provision of this Agreement, the Restricted Shares
shall not be delivered or become vested if the delivery or vesting thereof would
result in a violation of any such law or listing requirement.

      


      11.           Amendments.  Subject
to the terms of the Plan, the Committee may modify this Agreement upon written
notice to the Grantee.  Any amendment to the Plan shall be deemed to
be an amendment to this Agreement to the extent that the amendment is applicable
hereto.  Notwithstanding the foregoing, no amendment of the Plan or
this Agreement shall adversely affect the rights of the Grantee under this
Agreement without the Grantee's consent.

      


      12.           Severability.  In
the event that one or more of the provisions of this Agreement shall be
invalidated for any reason by a court of competent jurisdiction, any provision
so invalidated shall be deemed to be separable from the other provisions hereof,
and the remaining provisions hereof shall continue to be valid and fully
enforceable.

      


      13.           Relation
to Plan.  This Agreement is subject to the terms and conditions
of the Plan.  This Agreement and the Plan contain the entire agreement
and understanding of the parties with respect to the subject matter contained in
this Agreement, and supersede all prior written or oral communications,
representations and negotiations in respect thereto.  In the event of
any inconsistency between the provisions of this Agreement and the Plan, the
Plan shall govern.  Capitalized terms used herein without definition
shall have the meanings assigned to them in the Plan.  The
Compensation Committee of the Board acting pursuant to the Plan, as constituted
from time to time, shall, except as expressly provided otherwise herein, have
the right to determine any questions which arise in connection with the grant of
the Restricted Shares.


      
        
           


        

        
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      14.           Successors
and Assigns.  Without limiting Section 4, the provisions of
this Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and assigns of the
Grantee, and the successors and assigns of the Company.

      


      15.           Governing
Law.  The interpretation, performance, and enforcement of this
Agreement shall be governed by the laws of the State of New York, without giving
effect to the principles of conflict of laws thereof.

      


      16.           Use of Grantee’s
Information.  Information about the Grantee and the Grantee’s
participation in the Plan may be collected, recorded and held, used and
disclosed for any purpose related to the administration of the
Plan.  The Grantee understands that such processing of this
information may need to be carried out by the Company and its Subsidiaries and
by third party administrators whether such persons are located within the
Grantee’s country or elsewhere, including the United States of
America.  The Grantee consents to the processing of information
relating to the Grantee and the Grantee’s participation in the Plan in any one
or more of the ways referred to above.

      


      17.           Electronic
Delivery.  The Grantee hereby consents and agrees to electronic
delivery of any documents that the Company may elect to deliver (including, but
not limited to, prospectuses, prospectus supplements, grant or award
notifications and agreements, account statements, annual and quarterly reports,
and all other forms of communications) in connection with this and any other
award made or offered under the Plan. The Grantee understands that, unless
earlier revoked by the Grantee by giving written notice to the Secretary of the
Company, this consent shall be effective for the duration of the
Agreement.  The Grantee also understands that she shall have the right
at any time to request that the Company deliver written copies of any and all
materials referred to above at no charge.

      


      (Signatures
are on the following page)


      
        
           


        

        
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      IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf by its duly authorized officer and the Grantee has also executed this
Agreement, as of the Date of Grant.

      


      


      
        	 
      	
                CH
      ENERGY GROUP, INC.

              	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                By:

              	 
      	 
	 
      	
                Name:

              	
                Steven
      V. Lant

              	 
	 
      	
                Title:

              	
                Chairman
      of the Board, President and Chief Executive Officer

              	 


      

      


      


      The
undersigned hereby acknowledges receipt of a copy of the Plan, Plan Summary and
Prospectus, and the Company's most recent Annual Report and Proxy Statement (the
"Prospectus Information"). The Grantee represents that she is familiar with the
terms and provisions of the Prospectus Information and hereby accepts the award
of Restricted Shares on the terms and conditions set forth herein and in the
Plan.

      


      


      
        	 
      	 
      	 
      	 
	 
      	
                [Name]

              	 
	 
      	 
      	 
      	 
	 
      	
                Date:

              	 
      	 


      

       

       

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