Exhibit 10.22


 


FIRST
AMENDMENT


 


TO
THE


 


XCEL
ENERGY INC.


 


2005 OMNIBUS INCENTIVE PLAN




 


WHEREAS,
pursuant to a resolution adopted by the Board of Directors of
Xcel Energy Inc. on December 10, 2008, upon recommendation of the
Governance, Compensation and Nominating (the “GCN”) Committee, that the Xcel
Energy Inc. Omnibus Incentive Plan (“Plan”) be amended to bring such plan in
compliance with requirements under Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”); and


 


WHEREAS,
such resolution provided that the Board authorizes certain
officers of the Company to re-submit the Plan to the GCN Committee as necessary
to keep such Plan in compliance with 409A following the release of regulations
under Section 409A; and


 


WHEREAS,
it has become necessary to amend the Plan with this First
Amendment.


 


NOW,
THEREFORE, BE IT RESOLVED, that the Plan is hereby amended by
this First Amendment, to be effective January 1, 2009, as follows:


 


1.                                       Section 8,
Performance Awards, is hereby
amended by substituting for subsection (d) therein, the following new
subsection (d):


 


“Payment Values of earned
Performance Awards shall be distributed to the Participant, or, if the
Participant has died, to the Participant’s Designated Beneficiary, between January 1st and March 15th after the expiration of the Performance Cycle
and the Committee’s determination under paragraph (c) above. The Committee
shall determine whether Payment Values are to be distributed in the form of
cash, Shares, or a combination 


 

















 


thereof as determined by
the Committee. Payment shall be made in a lump sum “.


 


2.                                       Section 9.5, Restricted Stock Units, is hereby amended
by substituting for the second sentence of subsection (b) therein, the
following new second sentence:


 


“Between January 1st and March 15th after the expiration of the Restricted Period,
the Company shall pay the Participant, or, if the Participant has died, the
Participant’s Designated Beneficiary, except to the extent such restricted
Stock Units have been forfeited to the company under the terms and conditions
of the Award, (i) a cash payment equal to the Fair Market Value of the
restricted stock Units as of the last day of the restricted Period or, (ii) Shares
in an amount equal to the number of Restricted Stock Units, determined at the
discretion of the Committee”.


 


3.                                       Section 13, General Provisions, is amended by
substituting for subsection (k) therein, the following new subsection (k):


 


“In the event a Change in
Control occurs, all stock-based Awards, such as Stock Options and Restricted
Stock, shall vest one hundred percent (100%) immediately upon a Change in
Control and all cash-based Awards, such as Performance Awards and Restricted
Stock Units, shall vest and be paid out no later than March 15th of the year following the year in which a
Change in Control occurs, provided, however, if such cash-based Awards were
subject to the attainment of Performance Goals, such awards shall be paid out
as if the Performance Goals had been obtained at target levels through the
effective date of the Change in control or as the Committee may otherwise
determine”.


 


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