ex10-4.htm


    


      Exhibit
        10.4

      


      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 Kenneth J.
        Neises (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 15,000 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 15,000 (fifteen
        thousand) 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,

      
        	
                 
                  ·  

              	
                10,000
                  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

              


      

      
        	
                 
                  ·  

              	
                5,000
                  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.

      


      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 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 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 Kenneth
                J.
                Neises


      

      


      



      
        
          
          

        

        
          6

          
          

        

        
          
          

        

      


      Appendix
        A to Stock Award to

      Kenneth
        J. Neises

      


          Performance
        Period.  The “Performance Period” for this Award shall be the period
        beginning October 1, 2007

          and
        ending
        September 30, 2009.

      


          Performance
        Contingencies.  The “Performance Contingencies” for this Award
        include three performance

          measures:    LER
        Expansion, Restructure Propane
        Storage and Succession Management as specified below:

      


          1. 
LER
        Expansion.  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

              	
                Develop
                  and present

                
                

                by
                  7/31/08

              	
                Implement

                
                

                and
                  submit

                by
                  early FY ‘09

              	
                
                

                
                

                $
                  .   earnings by end of FY ‘09

              
	
                Number
                  of PCRS as to which restrictions lapse

              	
                [1/3
                  of PCRS in grant x 50%]

              	
                [2/3
                  of PCRS in grant x  50%]

              	
                [#
                  of PCRS in grant x  50%]

              


      

      


          2. 
Propane
        Operation.  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

              	
                
                

                
                

                by
                  6/30/08

              	
                Obtain                     

                develop

                and
                  submit

                by
                  early FY ’09

              	
                
                

                
                

                by
                  end of FY ’09.

              
	
                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 %]

              


      

      


          3. 
Sucession
        Management.  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

              	
                Develop
                  plan to manage succession with specific developmental activities
                  by
                  9/30/08

              	
                Substantial
                  progress toward implementation of plan by 9/30/09

                
                

              	
                Direct
                  and oversee

                
                

                through
                  FY ‘09

              
	
                Number
                  of PCRS as to which restrictions lapse

              	
                [1/3
                  of PCRS in grant  x  20%]

              	
                [2/3
                  of PCRS in grant x  20%]

              	
                [#
                  of PCRS in grant x  20%]

              


      

      


      



      
        
          
          

        

        
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