exv10w13






Exhibit 10.13




NISOURCE INC.




1994 LONG-TERM INCENTIVE PLAN




FORM OF RESTRICTED STOCK AGREEMENT




     This
Agreement is made as of the ___ day of ___, (“Date of Award”) between NiSource
Inc. (the “Company”) and ___ (the “Grantee”). In consideration of the
agreements set forth below, the Company and the Grantee agree as follows:



     1. Grant.
A restricted stock award (“Award”) of ___ shares (“Restricted Shares”)
of the Company’s common stock, without par value (“Common Stock”), will be granted by the Company
to the Grantee, subject to the following terms and conditions, and to the provisions of the
NiSource Inc. 1994 Long-Term Incentive Plan as amended and restated effective January 1, 2005, and
subsequently amended (the “Plan”), the terms of which are incorporated by reference herein. The
number of Restricted Shares to be granted pursuant to this Agreement shall be maintained as a
bookkeeping entry on the books of the Company until the Common Stock related to the Restricted
Shares is delivered. No funds shall be set aside or earmarked for any Restricted Share. The right
of the Grantee or his or her beneficiary to receive a distribution hereunder shall be an unsecured
claim against the general assets of the Company, and neither the Grantee nor his or her beneficiary
shall have any rights in or against any amounts credited to the books of the Company or any other
specific assets of the Company.



     2. Transfer Restrictions. None of the Restricted Shares shall be sold, assigned,
pledged or otherwise transferred, voluntarily or involuntarily, by the Grantee prior to the lapse
of restrictions or pro rata distribution, as applicable, pursuant to Sections 3, 4, or 5 below, and
until permitted pursuant to the terms of the Plan.



     3. Lapse of Restrictions. Subject to sections 4 and 5, the restrictions set forth in
Section 2 shall lapse on January 31, 2011.



     4. Termination Due to Retirement, Death or Disability. Notwithstanding Section 3, if,
before January 31, 2011, the Grantee terminates employment with the Company and its affiliates (1)
due to retirement, with having attained age 55 and completed 10 Years of Service, or (2) due to
death or disability (as defined under Internal Revenue Code Section 409A and the regulations
promulgated thereunder (“Code Section 409A”)), the restrictions set forth in Section 2 of this
Agreement shall lapse with respect to a pro rata portion of such Restricted Shares on the date of
such termination of employment. Such pro rata lapse of the restrictions shall be determined using
a fraction, where the numerator shall be the number of full or partial calendar months elapsed
between the Date of Award and the date the Grantee terminates employment, and the denominator shall
be the number of full or partial calendar months elapsed between the Date of Award and January 31,
2011. For purposes of this Agreement, “Service” has the same meaning used in the NiSource Inc. and
Northern Indiana Public Service Company Pension Plan or such other pension plan in which the
Grantee is a Participant.













 





     5. Change in Control. Notwithstanding the provisions of Section 3 and 4 above, in the
event of a Change in Control of the Company, as defined in the Plan, all restrictions applicable to
the Restricted Shares shall lapse on the fifth business day prior to the date such Change in
Control is consummated.



     6. Forfeiture. All of the Restricted Shares with respect to which restrictions have
not lapsed pursuant to Section 3 or 5, or which are not subject to a pro rata distribution pursuant
to Section 4, shall be forfeited to the Company upon the Grantee’s termination of employment with
the Company and its affiliates for any reason. Notwithstanding the preceding sentence, all rights
with respect to the Award, and all of the Restricted Shares shall be forfeited to the Company upon
the Grantee’s involuntary termination of employment with the Company and its affiliates for Cause.
“Cause” means the Grantee’s conviction for the commission of a felony, or the Grantee’s fraud or
dishonesty which has resulted or is likely to result in material economic damage to the Company or
any affiliate.



     7. No Rights as Stockholder. During the restriction period and until Common Stock has
been delivered, the Grantee shall not have any rights as a stockholder of the Company with respect
to the Restricted Shares.



     8. Limitation on Restricted Shares. Notwithstanding Sections 3, 4 and 5, the
restrictions set forth in Section 2 shall lapse, or the Grantee shall become entitled to a pro rata
distribution pursuant to Section 4, during any calendar year with respect to which the Grantee is a
“covered employee” (as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended
(the “Code”), or any successor section, and regulations issued thereunder) only with respect to a
sufficient number of Restricted Shares whose aggregate fair market value on the date such
restrictions would, but for this Section 8, lapse or become subject to a pro rata distribution (the
closing price of Common Stock on the New York Stock Exchange Composite Transactions on the
applicable date), that when added to the Grantee’s “applicable employee remuneration” (as defined
in Section 162(m) of the Code or any successor section, and regulations issued thereunder) for the
applicable calendar year (including any dividends or other distributions received pursuant to
Section 7 during such calendar year) that does not constitute “qualified performance-based
compensation” (as defined in Section 162(m) of the Code or any successor section and regulations
thereunder), do not exceed the aggregate amount of $999,999.00 for the applicable calendar year
(“Limitation”).



          To the extent the restrictions on any Restricted Shares do not lapse, or any Restricted Shares
do not become subject to a pro rata distribution, due to the application of this Section 8, the
restrictions on such Restricted Shares shall lapse, or such Restricted Shares shall become subject
to a pro rata distribution, on the first to occur of:




          (a) the last business day of any subsequent calendar year or years to the extent that the
Limitation is not exceeded for such year or years,




          (b) the date next following the Grantee’s date of termination of employment with the Company
and its affiliates for any reason other than for Cause, or




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          (c) the first business day of the year next following the year with respect to which the
Grantee ceases to be a “covered employee” (as defined in Section 162(m) of the Code or any
successor section and regulations thereunder).




     9. Issuance of Common Stock. Certificates of Common Stock related to the Restricted
Shares shall be issued in Grantee’s name and delivered to the Grantee as soon as practicable after
the first to occur of the date (a) all restrictions lapse or (b) such Restricted Shares are subject
to a pro rata distribution, as provided in this Agreement. However, notwithstanding any provision
to the contrary, if, in the reasonable determination of the Company, a Grantee is a “specified
employee” for purposes of Code Section 409A, then, if necessary to avoid the imposition on the
Grantee of excise tax and interest under Code Section 409A, the Company shall not deliver the
Common Stock otherwise payable upon the Grantee’s termination and separation of service until a
date that is as soon as practicable after 6 months following the Grantee’s termination and
separation of service from the Company.



     10. Government Regulations. Notwithstanding anything contained herein to the
contrary, the Company’s obligation to issue or deliver certificates evidencing the Restricted
Shares shall be subject to all applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.



     11. Withholding Taxes. The Company shall have the right to require the Grantee to
remit to the Company, or to withhold from other amounts payable to the Grantee, as compensation or
otherwise, an amount sufficient to satisfy all federal, state and local withholding tax
requirements as provided in the Plan.



     12. Governing Law. This Agreement shall be construed under the laws of the State of
Indiana.



     13. Securities Law Compliance. The delivery of all or any of the Common Stock
relating to the Restricted Shares shall only be effective at such time that the issuance of such
Common Stock will not violate any state or federal securities or other laws. The Company is under
no obligation to effect any registration of Common Stock under the Securities Act of 1933 or to
effect any state registration or qualification of the Common Stock issued under this Agreement. The
Company may, in its sole discretion, delay the delivery of Common Stock or place restrictive
legends on Common Stock in order to ensure that the issuance of any Common Stock will be in
compliance with federal or state securities laws and the rules of any exchange upon which the
Company’s Common Stock is traded. If the Company delays the delivery of Common Stock in order to
ensure compliance with any state or federal securities or other laws, the Company shall deliver the
Common Stock at the earliest date at which the Company reasonably believes that such delivery will
not cause such violation, or at such other date that may be permitted under Code Section 409A.



     14. Entire Agreement; Code Section 409A Compliance. This Agreement and the Plan
contain the terms and conditions with respect to the subject matter hereof and supersede any
previous agreements, written or oral, relating to the subject matter hereof. This Agreement shall
be interpreted in accordance with Code Section 409A. This Agreement shall be deemed to be



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modified to the maximum extent necessary to be in compliance with Code Section 409A’s rules. If
the Grantee is unexpectedly required to include in the Grantee’s current year’s income any amount
of compensation relating to the Restricted Shares because of a failure to meet the requirements of
Code Section 409A, then to the extent permitted by Code Section 409A, the Grantee may receive a
distribution of Common Stock in an amount not to exceed the amount required to be included in
income as a result of the failure to comply with Code Section 409A.



     IN WITNESS WHEREOF, the Company has caused this Award to be granted, and the Grantee has
accepted this Award, as of the date first above written.



	 	 	 	 	 
	 	 	NISOURCE INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	     Grantee







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