Unassociated Document


     

    Exhibit
      10.1

     

     

    PUGET
      ENERGY, INC.

     

    FORM
      OF RESTRICTED STOCK AWARD AGREEMENT

     

    TO: __________________

     

    We
      are
      pleased to inform you that you have been awarded by Puget Energy, Inc., a
      Washington corporation (the "Company" or "Puget Energy"), a performance-based
      restricted stock award (the "Restricted Stock Award").

     

    The
      terms
      of the Restricted Stock Award are as set forth in this Restricted Stock Award
      Agreement (this "Agreement"). The Restricted Stock Award is granted under the
      Company's 2005 Long-Term Incentive Plan (the "Plan") and, except as expressly
      provided otherwise herein, is limited by and subject to the express terms and
      conditions of the Plan. Capitalized terms that are not defined in this Agreement
      but defined in the Plan have the meanings given to them in the Plan.


     

    The
      basic
      terms of the Restricted Stock Award are summarized as follows:

     

    
      	1.  	
              Number
                of Shares of Puget Energy Common Stock:
                __________

            


    

     

    
      	2.  	
              Grant
                Date: ____________

            


    

     

    
      	3.  	
              Fair
                Market Value Per Share (for tax purposes): $___________

            


    

     

    
      	4.  	
              Vesting

            


    

     

    The
      shares of common stock subject to your award (the "Shares") are subject to
      vesting as described in Exhibit
      A
      to this
      Agreement.  

     

    Shares
      that have vested are referred to herein as "Vested Shares." Shares that have
      not
      vested and with respect to which there has not been a forfeiture are referred
      to
      herein as "Unvested Shares." The Unvested Shares will vest (and to the extent
      so
      vested cease to be Unvested Shares remaining subject to forfeiture).
      Collectively, the Unvested Shares and the Vested Shares are referred to herein
      as the "Shares." All Vested Shares, including Unvested Shares that are
      accelerated in accordance with Section 5, will be paid in shares of Puget Energy
      common stock.

     

    
      	5.  	
              Change
                of Control

            


    

     

    Upon
      a
      Change of Control of the Company, any Unvested Shares will accelerate in vesting
      and no longer be subject to forfeiture.

     

    
      	6.  	
              Termination
                of Employment

            


    

     

    Unless
      otherwise determined by the Committee in its sole discretion, if you terminate
      employment, all Unvested Shares will be forfeited by you to the Company
      effective as of the date of termination of your employment with the Company
      for
      any reason, including, without limitation, termination by the Company for Cause,
      voluntary resignation by you or the occurrence of your death or
      Disability.

     

    
      	7.  	
              Securities
                Law Compliance

            


    

     

    Notwithstanding
      any other provision of this Agreement, you may not sell the Shares unless they
      are registered under the Securities Act or, if such Shares are not then so
      registered, the Company has determined that such sale would be exempt from
      the
      registration requirements of the Securities Act. The sale of the Shares must
      also comply with other applicable laws and regulations governing the Shares,
      and
      you may not sell the Shares if the Company determines that such sale would
      not
      be in material compliance with such laws and regulations.

     

    
      	8.  	
              Transfer
                Restrictions

            


    

     

    Any
      sale,
      transfer, assignment, encumbrance, pledge, hypothecation, conveyance in trust,
      gift, transfer by bequest, devise or descent, or other transfer or disposition
      of any kind, whether voluntary or by operation of law, directly or indirectly,
      of Unvested Shares will be strictly prohibited and void; however, such
      restrictions on transfer will not apply to a gratuitous transfer of the Shares
      provided that you obtain the Company's prior written consent to such
      transfer.

     

    
      	9.  	
              Section 83(b)
                Election for Restricted Stock Award


            


    

     

    You
      understand that under Section 83(a) of the Code, the excess of the fair
      market value of the Unvested Shares on the date the forfeiture restrictions
      lapse over the amount paid for such Shares, if any, will be taxed, on the date
      such forfeiture restrictions lapse, as ordinary income subject to payroll and
      withholding tax and tax reporting, as applicable. For this purpose, the term
      "forfeiture restrictions" means the right of the Company to receive back any
      Unvested Shares upon termination of your employment as described in Section
      6 or
      if the vesting requirements applicable to the Shares are not satisfied. You
      understand that you may elect under Section 83(b) of the Code to be taxed
      at ordinary income rates on the fair market value of the Unvested Shares at
      the
      time they are acquired, rather than when and as the Unvested Shares cease to
      be
      subject to the forfeiture restrictions. Such election (an "83(b) Election")
      must
      be filed with the Internal Revenue Service within
      30 days
      from the
      Grant Date of the Restricted Stock Award. 

     

    You
      understand that (a) you will not be entitled to a deduction for any ordinary
      income previously recognized as a result of the 83(b) Election if the Unvested
      Shares are subsequently forfeited to the Company and (b) the 83(b) Election
      may
      cause you to recognize more compensation income than you would have otherwise
      recognized if the value of the Unvested Shares subsequently
      declines.

     

    THE
      FORM FOR MAKING AN 83(b) ELECTION IS ATTACHED TO THIS AGREEMENT AS EXHIBIT
      C.
      YOU UNDERSTAND THAT FAILURE TO FILE SUCH AN ELECTION WITHIN THE 30-DAY PERIOD
      MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY YOU AS THE FORFEITURE
      RESTRICTIONS LAPSE. 

     

    You
      further understand that an additional copy of such election form should be
      filed
      with your federal income tax return for the calendar year in which the date
      of
      this Agreement falls. You acknowledge that the foregoing is only a summary
      of
      the federal income tax laws that apply to the award of the Shares under this
      Agreement and does not purport to be complete. 

     

    YOU
      FURTHER ACKNOWLEDGE THAT THE COMPANY HAS DIRECTED YOU TO SEEK INDEPENDENT ADVICE
      REGARDING THE APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY
      MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH YOU MAY RESIDE, AND THE TAX
      CONSEQUENCES OF YOUR DEATH.

     

    You
      agree
      to execute and deliver to the Company with this Agreement a copy of the
      Acknowledgment and Statement of Decision Regarding Section 83(b) Election (the
      "Acknowledgment") attached hereto as Exhibit B.
      You
      further agree that you will execute and deliver to the Company with this
      Agreement a copy of the 83(b) Election attached hereto as Exhibit C
      if you
      choose to make such an election.

     

    
      	10.  	
              Independent
                Tax Advice

            


    

     

    You
      acknowledge that determining the actual tax consequences to you of receiving
      or
      disposing of the Shares may be complicated. These tax consequences will depend,
      in part, on your specific situation and may also depend on the resolution of
      currently uncertain tax law and other variables not within the control of the
      Company. You are aware that you should consult a competent and independent
      tax
      advisor for a full understanding of the specific tax consequences to you of
      receiving or disposing of the Shares. Prior to executing this Agreement, you
      either have consulted with a competent tax advisor independent of the Company
      to
      obtain tax advice concerning the Shares in light of your specific situation
      or
      have had the opportunity to consult with such a tax advisor but have chosen
      not
      to do so.

     

    
      	11.  	
              Withholding
                and Disposition of Shares

            


    

     

    You
      agree
      to make arrangements satisfactory to the Company for the payment of any federal,
      state, local or foreign withholding tax obligations that arise either upon
      receipt of the Shares or as the forfeiture restrictions on any Shares lapse.
      In
      accordance with the Plan, you may use Vested Shares as a means to pay any
      applicable tax withholding obligations due hereunder or you may transfer to
      the
      Company shares of common stock of the Company you already own having a value
      equal to the tax withholding obligations. The value of any Shares withheld
      may
      not exceed the employer's minimum required tax withholding rate, and the value
      of shares transferred to the Company may not exceed that rate to the extent
      you
      have owned the transferred shares for less than six months, if such limitations
      are necessary to avoid adverse accounting consequences to the
      Company.

     

    
      	12.  	
              Issuance
                of Shares

            


    

     

    The
      Company will issue the Shares by registering the Shares in book entry form
      with
      the Company's transfer agent in your name and the applicable restrictions will
      be noted in the records of the Company's transfer agent and in the book entry
      system. No certificate(s) representing all or a portion of the Shares will
      be
      issued until the Shares become Vested Shares.

     

    
      	13.  	
              General
                Provisions

            


    

     

    
      	13.1  	
              Notices

            


    

     

    Any
      notice required in connection with (a) the Company's forfeiture rights or
      (b) the disposition of any Shares covered thereby will be given in writing
      and will be deemed effective upon personal delivery or upon deposit in the
      U.S.
      mail, registered or certified, postage prepaid and addressed to the party
      entitled to such notice at the address indicated in this Agreement or at such
      other address as such party may designate by ten days' advance written notice
      under this Section 13.1 to all other parties to this
      Agreement.

     

    
      	13.2  	
              No
                Waiver

            


    

     

    No
      waiver
      of any provision of this Agreement will be valid unless in writing and signed
      by
      the person against whom such waiver is sought to be enforced, nor will failure
      to enforce any right hereunder constitute a continuing waiver of the same or
      a
      waiver of any other right hereunder.

     

    
      	13.3  	
              Undertaking

            


    

     

    You
      hereby agree to take whatever additional action and execute whatever additional
      documents the Company may deem necessary or advisable in order to carry out
      or
      effect one or more of the obligations or restrictions imposed on either you
      or
      the Shares pursuant to the express provisions of this Agreement.

     

    
      	13.4  	
              Entire
                Contract

            


    

     

    This
      Agreement and the Plan constitute the entire contract between the parties hereto
      with regard to the subject matter hereof. This Agreement is made pursuant to
      the
      provisions of the Plan and will in all respects be construed in conformity
      with
      the express terms and provisions of the Plan.

     

    
      	13.5  	
              Successors
                and Assigns

            


    

     

    The
      provisions of this Agreement will inure to the benefit of, and be binding on,
      the Company and its successors and assigns and you and your legal
      representatives, heirs, legatees, distributees, assigns and transferees by
      operation of law, whether or not any such person will have become a party to
      this Agreement and agreed in writing to join herein and be bound by the terms
      and conditions hereof.

     

    
      	13.6  	
              Shareholder
                of Record

            


    

     

    You
      will
      be recorded as a shareholder of the Company with respect to the Shares and
      will
      be entitled to receive any cash dividends paid with respect to them, regardless
      of whether such Shares have become Vested Shares. All stock dividends paid
      with
      respect to Unvested Shares will be added to the Restricted Stock Award and
      will
      be subject to all the terms and conditions of this Agreement and the
      Plan.

     

    You
      may
      exercise all voting rights with respect to the Unvested Shares as if you were
      the owner of such Shares.

     

    
      	13.7  	
              Counterparts

            


    

     

    This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original, but which, upon execution, will constitute one and the
      same
      instrument.

     

    
      	13.8  	
              Governing
                Law

            


    

     

    This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of Washington.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement dated as of
      __________________, 20___.

     

    PUGET
      ENERGY, INC.

     

    By:
      ___________________________________________________

     

    Title:
      __________________________________________________

     

    Printed
      Name: ___________________________________________

     

     

    
       

      
         

        
          

        

      

       

    

    EXHIBIT
      A

     

    Subject
      to the terms of the attached Performance-Based Restricted Stock Award Agreement,
      shares subject to the performance-based restricted stock award (the "Shares")
      vest upon satisfaction of performance goals as of the end of each of 2006,
      2007
      and 2008 according to the terms below. 

     

    Performance
      Goals/Vesting Schedule: 

     

    A
      portion
      of the Shares will vest at the end of each year as described below if Puget
      Sound Energy, Inc. achieves SQI results that average at least 8 out of 11.
      For
      2006, achievement of SQI results will be based only on year 2006 results; for
      2007, achievement of SQI results will be based on the average results for years
      2006 and 2007; and for 2008, achievement of SQI results will be based on the
      average results for years 2006, 2007 and 2008.

    


    
      	
               

               

               

              Calendar
                Year

            	
               

              Percentage
                of Total Shares Granted That

               Are
                Vested and No Longer Subject to 

              Forfeiture
                Upon Achievement of SQI 

              Performance
                Goals

            
	
              2006

            	
              15%

            
	
              2007

            	
              25%

            
	
              2008

            	
              60%

            


    

     

    To
      the
      extent that the performance goals stated above are not satisfied by the end
      of a
      given year (with the result that no Shares have been earned for that particular
      year), then the applicable percentage of Shares indicated above will be
      forfeited to the Company, effective as of the last day of the applicable year.
      The Compensation and Leadership Development Committee of the Board of Directors
      has final authority to determine whether performance goals have been met and
      whether any Shares have vested for a particular year.

     

    
       

      
        
          

        

      

       

    

    EXHIBIT
      B

     

     

    ACKNOWLEDGMENT
      AND STATEMENT OF DECISION REGARDING SECTION 83(b)
      ELECTION

     

    The
      undersigned, a recipient of _______ shares of Common Stock of Puget Energy,
      Inc., a Washington corporation (the "Company"), pursuant to a restricted stock
      award granted under the terms of the Company's 2005 Long-Term Incentive Plan
      (the "Plan"), hereby states as follows:

     

    1. The
      undersigned acknowledges receipt of a copy of the Performance-Based Restricted
      Stock Award Agreement and Plan relating to the offering of such shares. The
      undersigned has carefully reviewed the Plan and the Performance-Based Restricted
      Stock Award Agreement pursuant to which the award was granted.

     

    2. The
      undersigned either (check
      and complete as applicable)

     

    
      	 	
              (a)
                ____

            	
              has
                consulted, and has been fully advised by, the undersigned's own tax
                advisor, ________________________, whose business address is
                _________________________, regarding the federal, state and local
                tax
                consequences of receiving shares under the Plan, and particularly
                regarding the advisability of making an election pursuant to
                Section 83(b) of the Internal Revenue Code of 1986, as amended (the
                "Code"), and pursuant to the corresponding provisions, if any, of
                applicable state law, or

            


    

     

    
      	 	
              (b)
                ____

            	
              has
                knowingly chosen not to consult such a tax
                advisor.

            


    

     

    3. The
      undersigned hereby states that the undersigned has decided (check
      as applicable)

     

    
      	 	
              (a)
                ____

            	
              to
                make an election pursuant to Section 83(b) of the Code, and is
                submitting to the Company, together with the undersigned's executed
                Restricted Stock Award Agreement, an executed form entitled "Election
                Under Section 83(b) of the Internal Revenue Code of 1986",
                or

            


    

     

    
      	 	
              (b)
                ____

            	
              not
                to make an election pursuant to Section 83(b) of the
                Code.

            


    

     

    4. Neither
      the Company nor any subsidiary or representative of the Company has made any
      warranty or representation to the undersigned with respect to the tax
      consequences of the undersigned's acquisition of shares under the Plan or of
      the
      making or failure to make an election pursuant to Section 83(b) of the Code
      or the corresponding provisions, if any, of applicable state law.

     

    
      	
               

               

              Dated:
                _______________

            	
               

              _____________________________________

              Recipient

            
	 	
               

              _____________________________________

              Print
                Name

            
	 	 


    

     

    

      
        

      

    

    

    

    EXHIBIT
      C

     

     

    ELECTION
      UNDER SECTION 83(b) 

     

    OF
      THE INTERNAL REVENUE CODE OF 1986 

     

     

    The
      undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
      Internal Revenue Code, to include in taxpayer's gross income for the current
      taxable year the amount of any compensation taxable to taxpayer in connection
      with taxpayer's receipt of the property described below:

     

    
      	
              1.

            	
              The
                name, address, taxpayer identification number and taxable year of
                the
                undersigned are as follows:

            


    

     

    NAME
      OF
      TAXPAYER: __________________________________________________________

    NAME
      OF
      SPOUSE: _____________________________________________________________

    ADDRESS:
      ____________________________________________________________________

    ____________________________________________________________

     

    IDENTIFICATION
      NO. OF TAXPAYER: ____________________

    IDENTIFICATION
      NO. OF SPOUSE: _______________________

    TAXABLE
      YEAR: ___________

     

    
      	
              2.

            	
              The
                property with respect to which the election is made is described
                as
                follows: _______________ shares of the Common Stock of Puget Energy,
                Inc.,
                a Washington corporation (the "Company").

            


    

     

    
      	
              3.

            	
              The
                date on which the property was transferred is:
                __________________________

            


    

     

    
      	
              4.

            	
              The
                property is subject to the following
                restrictions:

            


    

     

    The
      property is subject to a forfeiture right pursuant to which the Company can
      reacquire the Shares over three years from the date of transfer (or earlier
      if
      the taxpayer terminates employment at the Company) if certain performance
      measures are not satisfied. 

     

    
      	
              5.

            	
              The
                aggregate fair market value at the time of transfer, determined without
                regard to any restriction other than a restriction which by its terms
                will
                never lapse, of such property is:
                $____________

            


    

     

    
      	
              6.

            	
              The
                amount (if any) paid for such property is:
                $0.00

            


    

     

    The
      undersigned has submitted a copy of this statement to the person for whom the
      services were performed in connection with the undersigned's receipt of the
      above-described property. The undersigned is the person performing the services
      in connection with the transfer of said property.

     

    The
      undersigned understands that the foregoing election may not be revoked except
      with the consent of the Commissioner of Internal Revenue.

     

    
      	
               

               

              Dated:
                _______________

            	
               

              ___________________________________

              Taxpayer

            
	
               

               

              Dated:
                _______________

            	
               

              ___________________________________

              Spouse
                of Taxpayer

            


    

     

    
      DISTRIBUTION
        OF EXHIBIT C COPIES

    

     

    
      	
              1.

            	
              File
                original with the Internal Revenue Service Center where the taxpayer's
                income tax return will be filed. Filing must be made by no later
                than 30
                days after the date of grant.

            


    

     

    
      	
              2.

            	
              Attach
                one
                copy
                to the taxpayer's income tax return for the taxable year in which
                the
                property was transferred.

            


    

     

    
      	
              3.

            	
              Mail
                one copy to the Company at the following
                address:

            


    

     

    Puget
      Energy, Inc.

    10885
      N.E. 4th
      Street, Suite 1200

    Bellevue,
      Washington 98004

     

     

     

     

     

     

     

     

     

     

     

     

    
 

     

    
       

    

     

     

     

     

     

     

     

    .