Exhibit 10.21


 


FIRST
AMENDMENT


 


TO
THE


 


XCEL
ENERGY INC.


 


EXECUTIVE ANNUAL INCENTIVE AWARD
PLAN




(Effective MAY 25, 2005)


 


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. Executive Annual Incentive Award 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.                                       ARTICLE
VI, DETERMINATION OF INCENTIVE AWARDS,
is hereby amended by substituting for the last sentence therein, the following
new last sentence:


 


“Incentive Awards earned
or otherwise awarded will be paid between January 1st and March 15th of
the year following the Payment Date”.


 

















 


2.                                       ARTICLE VIII, TERMINATION OF EMPLOYMENT, is hereby amended in its entirety
to read as follows:


 


“In the event that a
Participant’s employment with the Company and its Affiliates terminates for any
reason during the Incentive Period with respect to any Incentive Awards, a
prorated Incentive Award shall be payable to the Participant in cash
(notwithstanding any election to the contrary pursuant to Article VII to
receive Shares or Restricted Shares) only to the extent that the Performance
Goals specified by the Committee in advance have been obtained, or such
termination is due to a Participant’s death or disability. A Participant who
remains employed through the Incentive Period, but is terminated (or
voluntarily terminates) prior to the applicable Payment Date, shall be entitled
to receive any Incentive Award payable to such Participant with respect to such
Incentive Period in cash and without regard to any election to the contrary
pursuant to Article VII to receive Shares or Restricted Shares”.


 


3.                                       ARTICLE IX, AMENDMENT AND DISCONTINUANCE, is amended by adding the
following new last sentence:


 


“Notwithstanding anything
to the contrary above, the Board shall have the right to amend, alter or
otherwise modify the Plan or an Award without the consent of the Participant to
the extent necessary to allow the Plan or an Award to comply with Section 409A
of the Code, or to maintain the Plan’s or an Award’s exemption from Section 409A
of the Code.


 


4.                                       ARTICLE X, MISCELLANEOUS, is amended by adding the following new last
sentence:


 


“The Board intends this
Plan, and all Awards issued hereunder, to be exempt from Section 409A of
the Code, and the regulations issued thereunder”.


 


2

















 


5.                                       ARTICLE XII, CHANGE IN CONTROL, is amended by adding the following new last
sentence:


 


“Payments made upon a
Change in Control will be made no later than March 15th of the year following the year of a Change in
Control”.


 


3