Exhibit 10.1


    Nicor
      Inc.

    Form
      8-K

    Exhibit
      10.1

    


    DEFERRED
      RESTRICTED STOCK AGREEMENT

    NICOR
      INC. 1997 LONG-TERM INCENTIVE PLAN

     

    THIS
      AGREEMENT, entered into as of the 16th
      day of
      March, 2006 (the “Agreement Date”), by and between Russ M. Strobel (the
“Employee”), and Nicor Inc., an Illinois corporation (the
“Company”).

     

    WITNESSETH
      THAT:

     

    WHEREAS,
      the Company maintains the Nicor Inc. 1997 Long-Term Incentive Plan (the “Plan”),
      which is incorporated into and forms a part of this Agreement for the benefit
      of
      key executive and management employees of the Company and any related companies;
      and

     

    WHEREAS,
      the Employee has been selected by the Compensation Committee of the Board of
      Directors of the Company (the “Committee”) to receive an award of Restricted
      Stock under the Plan, the delivery of which is deferred pursuant to Section
      4.5
      of the Plan and as provided herein;

     

    NOW,
      THEREFORE, IT IS AGREED, by and between the Company and the Employee as
      follows:

     

    1. Award.
      Subject to the terms of this agreement and the Plan, the Employee is hereby
      awarded the right to receive 11,550 shares of Stock (the “Deferred Restricted
      Stock”) subject to vesting as provided in Paragraph 4, the delivery of which
      shares of Stock is deferred pursuant to Section 4.5 of the Plan until the
      earlier of:

     

    (a) the
      six-month anniversary following Employee’s Date of Termination for any reason
      other than cause (as determined by the Committee) or death;

     

    (b) the
      Employee’s death; or 

     

    (c) upon
      a
      Change in Control.

     

    2. Limit
      on Alienation. Deferred Restricted Stock may not be sold, assigned,
      transferred (except as permitted under Paragraph 7), pledged or otherwise
      encumbered.

     

    3. Dividend
      Equivalents. The Employee shall be entitled to receive a cash payment equal
      to the amount of dividends which otherwise would have been paid on the shares
      of
      Deferred Restricted Stock as if such shares were issued and outstanding (the
      “Dividend Equivalents”) at the same time and manner as dividends are paid on
      shares of Stock. Employee’s rights to Dividend Equivalents shall cease on the
      earlier of (a) the date on which the Employee has forfeited the Deferred
      Restricted Stock, or (b) the date the actual shares of Deferred Restricted
      Stock
      are delivered as provided in Paragraph 1.

     

    4. Vesting.
      The Employee shall vest in full in the Deferred Restricted Stock on the earlier
      of (a) the fourth anniversary of the Agreement Date; (b) the date on which
      a
      Change in Control occurs; (c) the date of the Employee’s death; or (d) the date
      on which the Employee becomes disabled. If the Employee’s employment with the
      Company and all Related Companies terminates prior to vesting in the Deferred
      Restricted Stock, he shall forfeit the Deferred Restricted Stock and his right
      to receive the actual shares of Stock subject thereto. 

     

    5. Change
      in Control. Notwithstanding anything in this Agreement or the Plan to the
      contrary, for purposes of this Agreement the term “Change in Control” has the
      meaning established in the Plan but with each reference to “20%” in such
      definition replaced with a reference to “35%”.

     

    6. Heirs
      and Successors. This Agreement shall be binding upon, and inure to the
      benefit of, the Company and its successors and assigns, and upon any person
      acquiring, whether by merger, consolidation, purchase of assets or otherwise,
      all or substantially all of the Company’s assets and business. Subject to the
      terms of the Plan, any benefits payable to the Employee under this Agreement
      that are not paid at the time of the Employee’s death shall be paid to the
      beneficiary designated by the Employee in writing filed with the Committee
      in
      such form and at such time as the Committee shall require. If a deceased
      Employee fails to designate a beneficiary, or if the designated beneficiary
      of
      the deceased Employee dies before the Employee or before complete payment of
      the
      amounts distributable under this Agreement, the Committee shall, in its
      discretion, direct that amounts to be paid under this Agreement be paid
      to:

     

    (a) one
      or
      more of the Employee’s relatives by blood, adoption or marriage and in such
      proportion as the Committee decides; or

     

    (b) the
      legal
      representative or representatives of the estate of the last to die of the
      Employee and his beneficiary.

     

    7. Transferability.
      Deferred Restricted Stock awarded under this Agreement is not transferable
      except as designated by the Employee by will or by the laws of descent and
      distribution. Notwithstanding the foregoing, the Committee may permit the
      Deferred Restricted Stock awarded under this Agreement to be transferred by
      Employee for no consideration to or for the benefit of the Employee’s immediate
      family (including a trust for the benefit of the Employee’s immediate family or
      to a partnership for members of the Employee’s immediate family), subject to
      such limits as the Committee may establish, and the transferee shall remain
      subject to all terms and conditions applicable to such award prior to such
      transfer. Immediate family is defined as the participant’s spouse, children,
      stepchildren and adoptive relationships. 

     

    8. Employment
      and Shareholder Status. This Agreement does not constitute a contract of
      employment, and does not confer on the Employee the right to be retained in
      the
      employ of the Company or any Related Company. Except
      as
      otherwise provided in this Agreement, Employee shall not be deemed to be a
      holder of any shares of Stock pursuant to the Deferred Restricted Stock until
      the date of the issuance of a certificate to him of the actual shares of Stock
      subject to such Deferred Restricted Stock. Except for Dividend Equivalents,
      Employee shall not have any rights to dividends or any other rights of a
      shareholder with respect to the shares of Stock covered by the Deferred
      Restricted Stock until such shares of Stock have been issued to
      him.

     

    9. Withholding.
      The Company may require that the Employee pay to the Company, or the Company
      may
      otherwise withhold, at the time of delivery of the shares of Stock pursuant
      to
      the Deferred Restricted Stock, any such amount as is required by law or
      regulation to be withheld for federal, state or local income tax or any other
      taxes incurred by reason of such payment.

     

    10. Unfunded
      Promise. Employee’s right to receive payment of any amounts under this
      Agreement shall be an unfunded entitlement and shall be an unsecured claim
      against the general assets of the Company.

     

    11. Adjustment
      to Number of Shares Subject to Agreement. In the event of any change in the
      outstanding shares of Stock by reason of any stock dividend, split, spin-off,
      recapitalization, merger, consolidation, combination, exchange of shares or
      other similar change, the terms of this Agreement and the number of shares
      of
      Deferred Restricted Stock and this Agreement may be equitably adjusted by the
      Committee in its sole discretion to preserve the intent of this
      Agreement.

     

    12. Definitions.
      Except where the context clearly implies or indicates the contrary, a word,
      term, or phrase used in the Plan is similarly used in this
      Agreement.

     

    13. Administration.
      The authority to manage and control the operation and administration of this
      Agreement shall be vested in the Committee, and the Committee shall have all
      powers with respect to this Agreement as it has with respect to the Plan. Any
      interpretation of the Agreement by the Committee and any decision made by it
      with respect to the Agreement is final and binding on all persons.

     

    14. Plan
      Governs. Notwithstanding anything in this Agreement to the contrary, the
      terms of this Agreement shall be subject to the terms of the Plan, a copy of
      which may be obtained by the Employee from the office of the Secretary of the
      Company.

     

    15. Amendment.
      This Agreement may be amended by written Agreement of the Employee and the
      Company, without the consent of any other person.

     

    IN
      WITNESS WHEREOF, the Employee has hereunto set his hand, and the Company has
      caused these presents to be executed in its name and on its behalf, and its
      corporate seal to be affixed hereto, all as of the Agreement Date.

     

    /s/
      RUSS M. STROBEL

    Russ
      M.
      Strobel

     

    


     

    Nicor
      Inc.

     

    By: /s/
      CLAUDIA J. COLALILLO

    Claudia
      J. Colalillo

    Senior
      Vice President Human Resources and 

    Corporate
      Communications

     

     

    ATTEST:

     

    /s/
      NEIL MALONEY

    Neil
      Maloney

    Assistant
      Secretary