ex10_1.htm


    
      

    

    Exhibit
10.1

    


     

    CH
ENERGY GROUP, INC.

    LONG-TERM
EQUITY INCENTIVE PLAN

     

    RESTRICTED
STOCK UNIT AGREEMENT

     

    Summary of Restricted Stock
Unit 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 Stock Unit Agreement (the
"Agreement"), the following number of Restricted Stock Units, on the Date of
Grant set forth below:

     

    
      	
              Name
      of Grantee:

            	 	 
      	 
	 	 	 	 
	
              Number
      of Restricted Stock Units:

            	 	 
      	 
	 	 	 	 
	
              Date
      of Grant:

            	 	 
      	 


    

     

    Terms of
Agreement

     

    1.           Grant of Restricted Stock
Units. 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 Stock Units (the
"Restricted Stock Units") set forth above.  Each Restricted Stock Unit
shall represent the contingent right to receive one Common Share of the Company
("Share") and shall at all times be equal in value to one Share.  The
Restricted Stock Units shall be credited in a book entry account established for
the Grantee until payment in accordance with Section 4 hereof.

     

    2.           Vesting of Restricted Stock
Units.

     

    (a)           The
Restricted Stock Units shall vest if the Grantee shall have remained in the
continuous employ of the Company or a Subsidiary through the vesting dates set
forth below with respect to the portion of Restricted Stock Units set forth next
to such date (each a "Vesting Date"):

     

    
      	
              Vesting
      Date

            	 
      	
              Portion
      of Units Vested

            	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 


    

     

    (b)           Notwithstanding
Section 2(a), the Restricted Stock Units that have not yet vested under this
Section 2(a) shall immediately vest if, prior to the applicable Vesting Date:
(i) the Grantee ceases to be employed with the Company and its Subsidiaries by
reason of death or "disability" (defined by reference to the Company’s long-term
disability plan covering the Grantee); or (ii) a Change in Control occurs while
the Grantee is employed by the Company or any Subsidiary.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           For
purposes of this Section 2, 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 his employment among the
Company and its Subsidiaries.

     

    3.           Forfeiture of Restricted Stock
Units. The Restricted Stock Units that have not yet vested pursuant to
Section 2 (including without limitation any right to Dividend Equivalents
described in Section 7 hereof relating to dividends payable 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 or a Subsidiary other than
as provided in Section 2(b).

     

    4.           Payment.

     

    (a)           The
Company shall deliver to the Grantee (or the Grantee's estate in the event of
death) the whole number of Shares underlying the vested Restricted Stock Units
(and cash in lieu of any fractional Share) within thirty (30) days after the
later of (i) the Grantee's "separation from service" within the meaning of
Section 409A of the Code, subject to Section 4(c) below; or (ii) the Grantee's
60th birthday.

     

    (b)           Notwithstanding
Section 4(a) to the contrary, and subject to Section 4(c) below, the Company
shall deliver to the Grantee (or the Grantee's estate in the event of death) the
whole number of Shares underlying the vested Restricted Stock Units (and cash in
lieu of any fractional Share) within thirty (30) days after the occurrence of a
"change in the ownership," a "change in the effective control" or a "change in
the ownership of a substantial portion of the assets" of the Company within the
meaning of Section 409A of the Code.

     

    (c)           Notwithstanding
anything contained in this Agreement to the contrary, if the Restricted Stock
Units first become payable as a result of Section 4(a)(i) (other than as a
result of death), and the Grantee is a "specified employee" at that time within
the meaning of Section 409A of the Code (as determined pursuant to the Company's
policy for identifying specified employees), then to the extent required to
comply with Section 409A of the Code, the whole number of Shares underlying the
vested Restricted Stock Units (and cash in lieu of any fractional Share) shall
instead be delivered to the Grantee within thirty (30) days after the first
business day that is more than six months after the date of his separation from
service (or, if the Grantee dies during such six-month period, within thirty
(30) days after the Grantee's death).

     

    (d)           The
Company's obligations with respect to the Restricted Stock Units shall be
satisfied in full upon the delivery of the whole number of Shares underlying the
vested Restricted Stock Units (and cash in lieu of any fractional Share) in
accordance with the terms of this Agreement.

     

    5.           Transferability.  The
Restricted Stock Units may not be sold, exchanged, assigned, transferred,
pledged, encumbered or otherwise disposed of by the Grantee, unless otherwise
provided under the Plan.  Any purported transfer or encumbrance in
violation of the provisions of this Section 5 shall be void, and the other party
to any such purported transaction shall not obtain any rights to or interest in
such Restricted Stock Units.


    
      
         


      

      
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    6.           Dividend, Voting and Other
Rights.  The Grantee shall not possess any incidents of
ownership (including, without limitation, dividend and voting rights) in the
Shares underlying the Restricted Stock Units until such Shares have been
delivered to the Grantee in accordance with Section 4
hereof.   The obligations of the Company under this Agreement
will be merely that of an unfunded and unsecured promise of the Company to
deliver Shares in the future in accordance with the terms and conditions of this
Agreement, and the rights of the Grantee will be no greater than that of an
unsecured general creditor. No assets of the Company will be held or set aside
as security for the obligations of the Company under this
Agreement.

     

    7.           Payment of Dividend
Equivalents.  From and after the Date of Grant and until the
earlier of (a) the time when the Restricted Stock Units are paid in accordance
with Section 4 hereof or (b) the time when the Grantee's right to payment of the
Restricted Stock Units is forfeited in accordance with Section 3 hereof, on the
date that the Company pays a cash dividend (if any) to holders of Shares
generally, the Grantee shall receive additional Restricted Stock Units equal to
(x) the number of Restricted Stock Units held by the Grantee as of the date of
record for such dividend; multiplied by (y) the per Share cash dividend amount;
divided by (z) the Market Value per Share on the dividend payment
date.  The additional Restricted Stock Units shall be subject to the
same terms and conditions as the Restricted Stock Units covered by this
Agreement.

     

    8.           No Employment
Contract.  Nothing contained in this Agreement shall confer
upon the Grantee any right with respect to continuance of employment by 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.

     

    9.           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 a
Subsidiary 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 a Subsidiary.

     

    10.           Taxes and
Withholding.  To the extent the Company or any Subsidiary is
required to withhold any federal, state, local, foreign or other taxes in
connection with the delivery of Shares under this Agreement, then the Company or
Subsidiary (as applicable) shall retain a number of Shares otherwise deliverable
hereunder with a value equal to the required withholding (based on the Market
Value per Share on the date of delivery); provided that in no event shall the
value of the Shares retained exceed the minimum amount of taxes required to be
withheld or such other amount that will not result in a negative accounting
impact.  If the Company or any Subsidiary is required to withhold any
federal, state, local, foreign or other taxes at any time other than upon
delivery of the Shares under this Agreement (for example, employment taxes due
upon vesting of the Restricted Stock Units), then the Company or Subsidiary, as
applicable, shall have the right in its sole discretion to (a) require the
Grantee to pay or provide for payment of the required tax withholding, or (b)
deduct the required tax withholding from any amount of salary, bonus, incentive
compensation or other amounts otherwise payable in cash to the Grantee (other
than deferred compensation subject to Section 409A of the
Code).


    
      
         


      

      
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    11.           Adjustments.  The
Restricted Stock Units, and the number and kind of Shares deliverable pursuant
to the Restricted Stock Units, are subject to adjustment as provided in Section
12 of the Plan.

     

    12.           Compliance with
Law.  The Company shall make reasonable efforts to comply with
all applicable federal and state securities laws and listing requirements with
respect to the Restricted Stock Units; provided, however,
notwithstanding any other provision of this Agreement, and only to the extent
permitted under Section 409A of the Code, the Company shall not be obligated to
deliver any Shares pursuant to this Agreement if the delivery thereof would
result in a violation of any such law or listing requirement.

     

    13.           Amendments.  Subject
to the terms of the Plan, the Compensation Committee of the Board (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 unless the Committee determines, in good
faith, that such amendment is required for the Agreement to either be exempt
from the application of, or comply with, the requirements of Section 409A of the
Code, or as otherwise may be provided in the Plan.

     

    14.           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.

     

    15.           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 Committee
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 Stock Units, and such
determinations shall be final and conclusive.

     

    16.           Successors and
Assigns.  Without limiting Section 5, 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.


    
      
         


      

      
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    17.           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.

     

    18.           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.

     

    19.           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 he or 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:

            
	 
      	
              Title:

            


    

    


    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 he is familiar with the
terms and provisions of the Prospectus Information and hereby accepts the award
of Restricted Stock Units on the terms and conditions set forth herein and in
the Plan.

     

    
      	 
      	 
      
	 
      	
              Grantee

            
	 
      	 
      
	 
      	
              Date:

            	 
      


    

    
 

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