ex10-2.htm


    Exhibit
      10.2

    


    The
      Laclede Group

    


    2006
      Equity Incentive Plan

    Performance
      Contingent

    Restricted
      Stock Award Agreement

    


    


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

    


    Pursuant
      to the terms of the Company’s
      2006 Equity Incentive Plan, as approved by shareholders in January 2006,
      (the “Plan”), this Award allows the Participant to earn up to [insert maximum]
      shares of Common 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, a maximum of «Grant»
(«Spelled_Out») shares of Common Stock of the Company, subject to the terms,
      conditions and restrictions described in this Agreement and in the Plan (the
      “Performance Contingent Restricted Stock”).  Of the Performance
      Contingent Restricted Stock,

    
      	
                   ·  

            	
              [insert
                target number] shares (“Performance Restricted Shares”) are issued on the
                Award Date and Participant shall have all of the rights of a shareholder
                of the Company with respect to such shares, including the right to
                vote
                and to receive dividends, but such shares remain subject to the
                performance contingencies in Section 5 and non-transferability
                restrictions in Section 7 of this
                Agreement

            


    

    
      	
                   ·  

            	
              [insert
                delta to get to high performance number] shares (“Potential Performance
                Restricted Shares”) represent shares, all or some of which the Participant
                may earn if performance exceeds Target, but as to which Participant
                shall
                have no rights of a shareholder.  Such rights shall only be
                obtained, if at all, once performance during the Performance Period
                has
                exceeded Target, the Board has certified to such attainment, and
                one or
                more Potential Performance Restricted Shares are delivered to the
                Participant.

            


    

     

            2.           
      Award
      Date.  The Award Date of the Performance Contingent 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 any and all right to the Performance Contingent
      Restricted Stock upon Participant’s termination of employment with the Company
      and its subsidiaries for any reason prior to the end of the Performance
      Period.

     

            5.           
      Lapse
      of
      Restrictions.  The Participant accepts this Performance
      Contingent Restricted Stock Award and agrees that the restrictions relative
      to
      such Award shall lapse only following the conclusion of the Performance Period
      and only to the extent that one or more of the Performance Contingencies set
      forth in Appendix A have been met or exceeded.  If performance on
      neither Performance Contingency has been achieved at or above Threshold, then
      all Performance Contingent Restricted Stock is forfeited.  If
      performance on one or more of the Performance Contingencies has been achieved
      between the Threshold and Target or Target and High Performance levels of
      performance, the Administrator shall interpolate for performance between the
      applicable levels and shall determine the number of shares of Performance
      Contingent Restricted Stock as to which the restrictions shall
      lapse.  Because the Company cannot issue fractional shares, the
      Administrator will round to the nearest whole number of shares of Performance
      Contingent Restricted Stock in such interpolations.

    


    The
      Award will be subject to forfeiture
      of up to 50% of the shares earned based upon performance relative to the
      Performance Contingencies, as determined by the Administrator in its sole
      discretion, if the Company’s Total Shareholder Return, as defined in Appendix A,
      for the Performance Period is in the bottom quartile relative to the defined
      comparator group identified by the Administrator.

    


    Vesting
      of any Performance Restricted
      Shares as well as the issuance, if any, of Potential Performance Restricted
      Shares under this Agreement shall occur on the business day immediately
      following the date of the certification by the Board of Directors
      (“Certification Date”) of (a) the satisfaction of one or more of the Performance
      Contingencies and (b) the number of shares of Performance Contingent Restricted
      Stock to be vested or issued; provided, that
      no Performance
      Contingent Restricted Stock shall vest or be issued if Participant is terminated
      with or without Cause or if the Participant voluntarily terminates employment
      with the Company and all of its subsidiaries prior to the Certification
      Date.  Any Potential Performance Restricted Shares that the Board
      certifies are earned will be issued and delivered to the Participant in no
      event
      later than March 15 of the year following the end of the Performance
      Period.  Any Performance Restricted Shares or Potential Performance
      Restricted Shares as to which any or all of the respective Performance
      Contingencies has not been satisfied shall be forfeited.


    
      
        
        

      

      
        2

        
        

      

      
        
        

      

    


    


    Notwithstanding
      the foregoing,

    


    
      	
               
                (i)  

            	
              In
                the event of a Change in Control, the Performance Contingent Restricted
                Stock shall be deemed earned at Target prorated based on the number
                of
                months in the Performance Period to the date of the Change in Control
                and
                all restrictions as to such number of shares shall lapse if:

            


    

     

    
      	(a)     
              	the
              Award has not otherwise been forfeited and 
	 	 
	
              (b)     
                

            	
              the
                successor or surviving corporation (or parent thereof) does not assume
                this Award or replace it with a comparable award, provided further
                that if
                the Award is assumed or replaced, such assumed or replaced Award
                shall
                provide that the restrictions shall lapse if Participant is involuntarily
                terminated without Cause within 24 months of the Change in Control
                (a
                “Change in Control Termination”); 

            


    

    


    
      	
               (ii)  

            	
              if
                a Participant leaves the employment of the Company and its subsidiaries
                due to death, Disability or retirement (including early retirement
                and
                disability retirement) prior to the end of the Performance Period,
                the
                Participant will be eligible to earn a prorated Award, as the
                Administrator may determine, based on the number of full months as
                a
                Participant during the Performance Period and will be eligible to
                receive
                the underlying shares if the Performance Contingencies are satisfied
                and
                the restrictions lapse as outlined
                above.

            


    

     

            6.           
      How Shares
      are Held.  The Performance Restricted Shares 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 deliver to the
      Participant the number of whole shares of Performance Restricted Shares as
      to
      which the Administrator has determined the restrictions have lapsed as provided
      in Section 5.  Potential Performance Restricted Shares, when earned,
      shall be issued and delivered as provided in Section 5.

     

            7.           
      Shares
      Non-Transferable.  The Performance Contingent 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, with respect
      to the Performance Restricted Shares, after the restrictions have lapsed as
      provided in Section 5 and, with respect to the Potential Performance Restricted
      Shares, after such shares have been issued and delivered to the
      Participant.


    
      
        
        

      

      
        3

        
        

      

      
        
        

      

    


     

            8.           
      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.

     

            9.           
      Tax
      Withholding and Tax Election.  The Company shall not be
      obligated to deliver any shares of Performance Contingent 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 whole 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 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 Performance
      Restricted Shares 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 Performance Restricted Shares 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.

     

            10.           
      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 Performance Contingent Restricted Stock
      vested and issued to Participant 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 10.

    


    For
      purposes of this Section 10,
“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,


     

    
      
        
        

      

      
        4

        
        

      

      
        
        

      

    

    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 other than by his or her disclosure of such information 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 of, solicit to hire, or attempt to induce
      (or Participant’s assisting of any third party to hire, solicit 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.

     

            11.           
      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.

     

            12.           
      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.

     

            13.           
      Compliance
      with Laws and Regulations.  The obligation
      of the Company to deliver shares of Common Stock under this Award 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.

     

            14.           
      Participant
      Acknowledgment.  By accepting these Awards, 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.


    
      
        
        

      

      
        5

        
        

      

      
        
        

      

    


    


    In
      addition, the Participant expressly
      acknowledges that violation by the Participant of Section 10 of
      this Agreement will obligate the Participant to pay to the Company the Fair
      Market Value of the Performance Contingent Restricted Stock that becomes
      vested or is issued pursuant to Section 5.

    


    


    
      
        	 	 The
                Laclede Group,
                Inc.
	 	 


      

    

     

    
      	 	 By:	 	
               

            	 
	 	 	 	
              D.
                H.
                Yaeger

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

            


    

     

     

     

    


    


    



    
      
        
        

      

      
        6

        
        

      

      
        
        

      

    


    Appendix
      A to Stock Award to

    «Name»

    


    Performance
      Period.  The “Performance Period” for this Award shall be the
      period beginning October 1, 2007 and ending September 30, 2010.

    


    Performance
      Contingencies.  The “Performance Contingencies” for this Award
      include two performance measures:  EPS Growth and Dividend Growth as
      specified below:

    


    EPS
      Growth  – EPS Growth is measured as the average of the annual
      earnings per share of Common Stock for the Company’s fiscal years 2008, 2009 and
      2010.  The Threshold, Target, and High Performance levels of
      performance and performance contingent restricted stock (PCRS) as to which
      restrictions may lapse are as follows:

    
      	 	
              Threshold

            	
              Target

            	
              High
                Performance

            
	
              Level
                of Performance

            	
              Average
                of $   per share or above

            	
              Average
                of $   per share or above

            	
              Average
                of $  per share or above

            
	
              Number
                of PCRS as to which restrictions lapse

            	
              [1/3
                of PCRS in grant x 70%]

            	
              [2/3
                of PCRS in grant x 70%]

            	
              [#
                of PCRS in grant x 70%]

            


    

    


    Dividend
      Growth  – Dividend Growth is measured as the total dividends per
      share declared on the Company’s common stock in fiscal year 2010.  The
      Threshold, Target and High Performance levels of performance and PCRS as to
      which restrictions may lapse are as follows:

    
      	 	
              Threshold

            	
              Target

            	
              High
                Performance

            
	
              Level
                of Performance

            	
              Dividends
                declared of $   per share or above

            	
              Dividends
                declared of $   per share or above

            	
              Dividends
                declared of $   per share or above

            
	
              Number
                of PCRS as to which restrictions lapse

            	
              [1/3
                of PCRS in grant  x 30%]

            	
              [2/3
                of PCRS in grant x 30%]

            	
              [#
                of PCRS in grant x 30%]

            


    

    


    Total
      Shareholder Return for the Company or for a comparator company shall be
      calculated as follows:

      

    
      
        	 	 	Average
                share price for the 7/1/10 – 9/30/10 quarter 	 
	 +	 	value
                of reinvested
                dividends	 
	 =	 	Total
                end of performance period value  	 
	 	 	 	 
	 –	 	average
                share price
                for the 7/1/07 – 9/30/07 quarter  	 
	 =	 	Total
                value created in performance period  	 
	 	 	 	 
	 ÷	 	average
                share price
                for the 7/1/07 – 9/30/07 quarter  	 
	 =	 	Total
                Shareholder Return  	 


      

    

     

     

     

     

     

     


    
      
        
        

      

      
        7

        
        

      

      
        
        

      

    


    


    Illustration:  If
      a Participant received an award of 150 shares of Performance Contingent
      Restricted Stock with 100 shares being Performance Restricted Shares and 50
      shares being Potential Performance Restricted Shares and if the Administrator
      determines that the Company attained Target Performance on the EPS Performance
      Contingency, midway between Target and High Performance on the Dividend Growth
      Performance Contingency, and TSR exceeded the 50th
      percentile of the comparator group, then upon the Board’s certification of such
      performance the 100 Performance Restricted Shares would vest and 8 shares of
      the
      50 Potential Performance Restricted Shares would be issued and delivered to
      the
      Participant.


    
      
        
        

      

      
        8