ex10-1.htm


    


      Exhibit
        10.1

      


      The
        Laclede Group

      


      2006
        Equity Incentive Plan

      Restricted
        Stock Award Agreement

      


      


      THIS
        AGREEMENT, made as of this 5th
        day of
        December 2007, between The Laclede Group, Inc. (the “Company”) and
        ______________________ (the “Participant”).

      


      Pursuant
        to the terms of the Company’s
        2006 Equity Incentive Plan, as approved by shareholders in January 2006,
        (the “Plan”), the Participant has been awarded shares of Restricted Stock
        conditioned upon the execution and delivery by the Company and the Participant
        of this Agreement setting forth the terms and conditions applicable to such
        award.

      


      NOW,
        THEREFORE, in consideration of the
        mutual covenants set forth in this Agreement, the parties hereto hereby agree
        as
        follows:

       

              1.           
        Award
        of
        Restricted Stock.  Pursuant and subject to the terms and
        conditions set forth herein and in the Plan, the Company awards to the
        Participant, effective as of the Award Date,_____________ (____________)
        shares
        of Common Stock of the Company, subject to the terms, conditions and
        restrictions described in this Agreement and in the Plan (the “Restricted
        Stock”).

       

              2.           
        Award
        Date.  The Award Date of the Restricted Stock awarded under
        this Agreement is December 5, 2007.

              

              3.           
        Incorporation
        of
        Plan.  All terms, conditions and restrictions of the Plan are
        incorporated herein and made part hereof as if stated herein.  If
        there is any conflict between the terms and conditions of the Plan and this
        Agreement, the terms and conditions of the Plan, as interpreted by the
        Administrator, shall govern.  All capitalized terms used herein, but
        not otherwise defined, shall have the meaning given to such terms in the
        Plan.

              

              4.           
        Restrictions
        and
        Conditions.  Except as otherwise provided in this Agreement,
        Participant shall forfeit, for no consideration, any and all right to the
        Restricted Stock under this Award upon Participant’s termination of employment
        with the Company and any of its subsidiaries for any reason prior to December
        5,
        2010 (“Vesting Date”).

       

              5.           
        Lapse
        of
        Restrictions.  The Participant accepts this Restricted Stock
        Award and agrees that the restrictions relative to the Award shall lapse
        and all
        Shares of Restricted Stock shall vest in Participant on the Vesting
        Date.

       

      
        
          
          

        

        
          1

          
          

        

        
          
          

        

      

              Notwithstanding
        the
        foregoing, vesting shall be accelerated upon the following
        circumstances:

      


      
        	
                (a)  

              	
                unless
                  the Administrator determines otherwise at a later date, if within
                  two
                  years following a Change in Control the Participant’s employment is
                  terminated by the Company or a subsidiary of the Company without
                  Cause (a
                  “Change in Control Termination”), the restrictions shall lapse as to all
                  Restricted Shares upon the earlier of the Vesting Date or the date
                  of the
                  Change in Control Termination; or

              


      

      


      
        	
                (b)  

              	
                if
                  a Participant leaves employment of the Company and its subsidiaries
                  due to
                  mandatory retirement requirements prior to the Vesting Date, the
                  restrictions shall lapse as to such number of shares of Restricted
                  Stock
                  determined by multiplying the total number of Restricted Shares
                  subject to
                  this Award by a fraction the numerator of which is the number of
                  full
                  months from the Award Date to the Participant’s mandatory retirement date
                  and the denominator of which is thirty-six
                  (36).

              


      

       

              6.           
        Shareholder
        Rights.  Participant shall have all of the rights of a
        shareholder of the Company with respect to shares of Restricted Stock, including
        the right to vote and to receive dividends, but the Restricted Stock remains
        subject to the non-transferability restrictions set forth in Section 8 of
        this
        Agreement.

       

              7.           
        How
        Shares
        are Held.  The Restricted Stock shall be held by a Company
        custodian until all of the restrictions have lapsed and all applicable terms
        and
        conditions have been met.  The Company shall cause the shares of
        Restricted Stock to be issued without a restrictive legend when all restrictions
        lapse as provided in Section 5.

       

              8.           
        Shares
        Non-Transferable.  The Restricted Stock shall not be
        transferable by Participant and may not be, sold, assigned, disposed of,
        or
        pledged or hypothecated as collateral for a loan or as security for performance
        of any obligation or for any other purpose until after the restrictions have
        lapsed as provided in Section 5.

       

              9.           
        No
        Right to
        Continued Employment.  Nothing in this Agreement shall confer
        on the Participant any right to continuance of employment by the Company
        or a
        subsidiary nor shall it interfere in any way with the right of Participant’s
        employer to terminate Participant’s employment at any time.

       

              10.           
        Tax
        Withholding and Tax Election.  The Company shall not be
        obligated to deliver any shares of Restricted Stock until Participant pays
        to
        the Company in cash, or any other form of property acceptable to the Company,
        the amount required to be withheld for any federal, state or local income,
        FICA
        or other taxes of any kind with respect to such shares.  The
        Participant may, by notice to the Company, elect to have such withholding
        satisfied by a reduction of the number of shares otherwise so deliverable,
        such
        reduction to be calculated based on the Fair Market Value of the Common Stock
        on
        the date the restrictions lapse as provided in Section 5.  The
        Company

       

      
        
          
          

        

        
          2

          
          

        

        
          
          

        

      

      and
        its subsidiaries shall, to the extent permitted by law, have the right to
        deduct
        such taxes, from any payment of any kind otherwise due to
        Participant.  Until the restrictions have lapsed as provided in
        Section 5, any dividends paid relative to the Restricted Stock shall be treated
        as compensation and subject to tax withholdings in accordance with tax laws
        then
        in effect.

      


      The
        Participant may, but is not
        required to, elect to apply the rules of Section 83(b) of the Internal Revenue
        Code, as amended (“Code”) to the issuance of the shares of Restricted Stock that
        is subject to a substantial risk of forfeiture.  If the Participant
        makes an affirmative election under Section 83(b) of the Code, the Participant
        must file such election within 30 days after the date of this Agreement with
        the
        Internal Revenue Service and notify the Company within 30 days after making
        such
        election.

       

              11.           
        Confidential
        Information and Restrictions on Soliciting Employees.  Notwithstanding
        any
        provision of this Agreement to the contrary, the Participant shall pay to
        the
        Company the Fair Market Value of the Restricted Stock that vests under this
        Award, if, during the period beginning on the date hereof and ending eighteen
        months following the date the Participant’s employment with the Company and its
        subsidiaries terminates provided that such termination is other than a Change
        in
        Control Termination, the Participant: (1) discloses Confidential Information,
        as
        defined below, to any person not employed by the Company or any of its
        subsidiaries or not engaged to render services to the Company or any of its
        subsidiaries; or (2) Solicits Employees, as defined below.  Fair
        Market Value shall be calculated on the date of the first violation of this
        Section 11.

      


      For
        purposes of this Section 11,
“Confidential Information” means
        information concerning the Company, its subsidiaries
        and their
        business that is not generally known
        outside the Company, and includes (A) trade secrets; (B) intellectual
        property; (C) methods of operation and processes;
        (D) information regarding present
        and/or future products, developments, processes
        and
        systems;
        (E) information on customers or potential customers, including customers’
names, sales records, prices, and other terms of sales and cost information;
        (F) personnel data; (G) business plans, marketing plans, financial
        data and projections; and (H) information received in confidence from third
        parties. This
        provision shall not preclude the Participant from use or disclosure of
        information known generally to the public or of information not considered
        confidential by persons engaged in the business conducted by the Company
        or
        subsidiary or from disclosure required by law or court order.

      


      “Solicits
        Employees” means the
        Participant’s direct or indirect hire, solicit to hire, or attempt to induce any
        employee of the Company or a subsidiary (who is an employee of the Company
        or a
        subsidiary as of the time of such hire or solicitation or attempt to hire)
        or
        any former employee of the Company or a subsidiary (who was employed by the
        Company or a subsidiary within the 12-month period immediately preceding
        the
        date of such hire or solicitation or attempt to hire) to leave the employment
        of
        the Company or a subsidiary.

       

      
        
          
          

        

        
          3

          
          

        

        
          
          

        

      

              12.           
        Integration.  This
        Agreement, and the other documents referred to herein or delivered pursuant
        hereto which form a part hereof, contain the entire understanding of the
        parties
        with respect to its subject matter.  There are no restrictions,
        agreements, promises, representations, warranties, covenants or undertakings
        with respect to the subject matter hereof other than those expressly set
        forth
        herein.  This Agreement, including without limitation the Plan,
        supersedes all prior agreements and understandings between the parties with
        respect to its subject matter and may only be amended by mutual written consent
        of the parties.

       

              13.           
        Governing
        Law.  This Agreement shall be governed by and construed and
        enforced in accordance with the laws of the State of Missouri, without regard
        to
        the provisions governing conflict of laws.

       

              14.           
        Compliance
        with Laws and Regulations.  The obligation
        of the Company to deliver shares of Common Stock hereunder shall be subject
        to
        all applicable federal and state laws, rules and regulations and to such
        approvals by any government or regulatory agency as may be
        required.

       

              15.           
        Participant
        Acknowledgment.  By accepting this Award, the Participant
        acknowledges receipt of a copy of the Plan, and acknowledges that all decisions,
        determinations and interpretations of the Administrator in respect of the
        Plan
        and this Agreement shall be final and conclusive.

      


      In
        addition, the Participant expressly
        acknowledges that violation by the Participant of Section 11 of this Agreement
        will obligate the Participant to pay to the Company the Fair Market Value
        of the
        Restricted Stock that becomes vested pursuant to Section 5.

      


       

      
        	 	 The
                Laclede Group,
                Inc.
	 	 	 	 	 
	 	 By:	 	
                 

              	 
	 	 	 	
                D.
                  H.
                  Yaeger

              	 
	 	 Title:	 	Chairman
                of the
                Board, President and Chief	 
	 	 	 	Executive
                Officer	 
	 	 	 	 	 
	 	 	 


      

      
 


      


      


      



      
        
          
          

        

        
          4