exv10w1






Exhibit 10.1




NiSource Inc.

2010 Omnibus Incentive Plan




Restricted Stock Unit Award Agreement


This Restricted Stock Unit Award Agreement (the “Agreement”), is made and entered into as of
___________, by and between NiSource Inc., a Delaware corporation (the “Company”), and ___________ a
nonemployee Director of the Company (the “Grantee”).




     Section 1. Restricted Stock Unit Award. The Company hereby grants to the Grantee, on
the terms and conditions hereinafter set forth, an annual Award of Restricted Stock Units (“RSUs”)
each year the Grantee serves as a member of the Board of Directors of NiSource Inc. For each term
for which a Grantee is elected, the number of RSUs awarded is calculated by dividing the annual
equity retainer amount, as periodically determined by resolution by the NiSource Inc. Board of
Directors, by the Fair Market Value of the NiSource Inc. common stock on the Date of Grant. The
annual equity retainer amount will be prorated as reflected in the grant notice for any portion of
a year for which the Grantee was not serving as a director. For purposes of this Agreement, the
“Date of Grant” shall mean the date specified in the annual grant notice evidencing the annual
award of RSUs. The Restricted Stock Units will be represented by a bookkeeping entry (the “RSU
Account”) of the Company, and each Restricted Stock Unit shall be equivalent to one share of the
Company’s common stock.



     Section 2. Grantee Accounts. The number of whole and fractional RSUs granted
pursuant to this Agreement shall be credited to the Grantee’s RSU Account. The Grantee shall be
credited with additional RSUs pursuant to Article XIV of the Plan to reflect dividend equivalents
with respect to the period of time between the Date of Grant and the receipt of payment under the
Plan. Such dividend equivalent credits will be equal to the dividends or other distributions
declared on any Shares underlying the RSUs. Dividend equivalents will be aggregated and credited
to the Grantee’s RSU Account in the form of additional RSUs based on the Fair Market Value on the
dividend payment date. Each RSU Account shall be maintained on the books of the Company until full
payment of the balance thereof has been made to the Grantee (or the Grantee’s beneficiaries or
estate if the Grantee is deceased) in accordance with Sections 4 and 5 herein. No funds shall be
set aside or earmarked for any RSU Account, which shall be purely a bookkeeping device.



     Section 3. Vesting and Lapse of Restrictions. The annual RSUs awarded under this
Agreement will vest on the earlier of (a) the last day of the Grantee’s annual term for which the
Grantee is elected that corresponds to the year in which the RSUs are awarded or (b) the date that
the Grantee separates from service due to a “Change in Control. Notwithstanding the foregoing, in
the event that Grantee separates from service prior to such time as a result of “Retirement”
(defined as the cessation of services after providing a minimum of five continuous years of service
as a member of the Board), death or Disability, the Grantee shall pro-rata vest in an amount of
RSUs determined by using a fraction, where the numerator shall be the number of full or partial
calendar months elapsed between the Date of Grant and the date the Grantee’s Retirement, death or
Disability, and the denominator of which shall be the number of full or partial calendar months
elapsed between the Date of Grant and the last day of the Grantee’s



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annual term for which the Grantee is elected that corresponds to the year in which the RSUs are
awarded .




     Section 4. Payment of RSUs. The Company shall distribute the RSUs to the Grantee
under each Award as soon as practicable (but in no event later than 60 days) after the date such
Award vests, except as provided in a valid deferral election made pursuant to Article XVII of the
Plan and Section 5 below. The Grantee shall be entitled to receive from the Company a number of
Shares with an aggregate Fair Market Value on the date of payment equal to the aggregate Fair
Market Value of such vested Restricted Stock Units, including the Restricted Stock Units credited
to the Participant’s RSU Account as dividend equivalents. Payment to the Grantee shall be made in
the form of NiSource Inc. common stock for all whole and fractional RSUs.



     Section 5. Election to Defer Receipt of RSU Shares. With respect to each annual
Award, the receipt of shares of common stock relating to the RSUs may be deferred beyond the
vesting date under the rules and procedures established separately by the Company. A Grantee’s
election to defer receipt of such shares of common stock on the deferral election form provided by
the Company will defer the payment and income recognition, until the earlier of: (i) the date
Grantee’s service on the Board terminates for any reason or (ii) the Grantee’s specified date of
payment. In accordance with Code Section 409A, an election to defer under this Section 5 generally
must be made in the calendar year prior to the year in which services related to those RSU’s are
first performed. If the Grantee is newly eligible to make a deferral election under this Agreement
and any other aggregated plan under Code Section 409A, however, the Grantee may make an initial
deferral election before the Date of Grant. Notwithstanding anything to the contrary in this
Agreement, shares of common stock will not be issued and the Grantee shall have no rights
of a stockholder in common stock issuable under this Agreement to the extent that the Grantee has
elected to defer the issuance and receipt of such common stock; provided, however, that the Grantee
shall continue to receive dividend equivalent credits during the period of deferral credited to the
RSU Account at such times as provided in Sections 2 and 10(a) of this Agreement. A Grantee’s
properly filed election to defer receipt of RSU shares under each Award shall evidence the time of
payment of the RSU shares elected by the Grantee. If, however, service as a member of the Board
terminates prior to the vesting date, any shares that would not have vested on the date of
termination will be cancelled regardless of an election on file. Notwithstanding the foregoing, in
the event that the Grantee separates from service before the date of payment elected by the Grantee
due to a Change in Control, Retirement, death, or Disability, the RSUs will be payable as soon as
practicable (but in no event later than 60 days) after such separation from service in a single
payment of Shares.



     Section 6. Delivery of Shares. If the Grantee dies before the Company has
distributed any portion of the vested Restricted Stock Units, the Company will transfer any Shares
payable with respect to the vested Restricted Stock Units in accordance with the Grantee’s written
beneficiary designation or to the Grantee’s estate if no written beneficiary designation is
provided.



     Section 7. Securities Law Compliance. The delivery of all or any Shares that relate
to the Restricted Stock Units shall only be effective at such time that the issuance of such Shares
will not violate any state or federal securities or other laws. The Company is under no obligation
to effect any registration of Shares under the Securities Act of 1933 or to effect any state
registration or qualification of the Shares that may be issued under this Agreement. The



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Company may, in its sole discretion, delay the delivery of Shares or place restrictive legends on
Shares in order to ensure that the issuance of any Shares will be in compliance with federal or
state securities laws and the rules of any exchange upon which the Company’s Shares are traded. If
the Company delays the delivery of Shares in order to ensure compliance with any state or federal
securities or other laws, the Company shall deliver the Shares at the earliest date at which the
Company reasonably believes that such delivery will not cause such violation, or at such later date
that may be permitted under Code Section 409A.




     Section 8. Restriction on Transferability. Except as otherwise provided in the Plan,
the Restricted Stock Units granted herein and the rights and privileges conferred hereby may not be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (by operation of law
or otherwise), other than by will or the laws of descent and distribution. Any attempted transfer
in violation of the provisions of this paragraph shall be void, and the purported transferee shall
obtain no rights with respect to such Restricted Stock Units.



     Section 9. Grantee’s Rights Unsecured. The right of the Grantee or his or her
beneficiary to receive a distribution hereunder shall be an unsecured claim against the general
assets of the Company, and neither the Grantee nor his or her beneficiary shall have any rights in
or against any amounts credited to the Grantee’s RSU Account or any other specific assets of the
Company. All amounts credited to the Grantee’s RSU Account shall constitute general assets of the
Company and may be disposed of by the Company at such time and for such purposes, as it may deem
appropriate.



     Section 10. No Rights as Stockholder or Nonemployee Director.




	 	(a)	 	Unless and until Shares have been issued to the Grantee, the Grantee shall not
have any privileges of a stockholder of the Company with respect to any Restricted
Stock Units subject to this Agreement; provided, however, that the Grantee shall be
entitled to receive dividend equivalent credits equal to the dividends or other
distributions declared on any Shares underlying the RSUs in accordance with Section 2.
	 
	 	(b)	 	Nothing in this Agreement or the Award shall confer upon the Grantee any right
to continue as a Nonemployee Director of the Company or any Affiliate or to interfere
in any way with the right of the Company or any Affiliate to terminate the Grantee’s
service at any time.





     Section 11. Adjustments. If at any time while the Award is outstanding, the number
of outstanding Restricted Stock Units is changed by reason of a reorganization, recapitalization,
stock split or any of the other events described in the Plan, the number and kind of Restricted
Stock Units shall be adjusted in accordance with the provisions of the Plan. In the event of
certain corporate events specified in Article XVI of the Plan, any unvested or undistributed
Restricted Stock Units may be replaced by substituted Awards or forfeited in exchange for payment
of cash in accordance with the procedures and provisions of Article XVI of the Plan.



     Section 12. Notices. Any notice hereunder by the Grantee shall be given to the
Company in writing and such notice shall be deemed duly given only upon receipt thereof at the
following address: Corporate Secretary, NiSource Inc., 801 East 86th Avenue,
Merrillville, IN



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46410-6271, or at such other address as the Company may designate by notice to the Grantee. Any
notice hereunder by the Company shall be given to the Grantee in writing and such notice shall be
deemed duly given only upon receipt thereof at such address as the Grantee may have on file with
the Company.




     Section 13. Administration. The administration of this Agreement, including the
interpretation and amendment or termination of this Agreement, will be performed in accordance with
the Plan. All determinations and decisions made by the Committee, the Board, or any delegate of
the Committee as to the provisions of this Agreement shall be conclusive, final, and binding on all
persons. This Agreement at all times shall be governed by the Plan and in no way alter or modify
the Plan. To the extent a conflict exists between this Agreement and the Plan, the provisions of
the Plan shall govern. Notwithstanding the foregoing, if subsequent guidance is issued under Code
Section 409A that would impose additional taxes, penalties, or interest to either the Company may
administer this Agreement in accordance with such guidance and amend this Agreement without the
Consent of the Grantee to the extent such actions, in the reasonable judgment of the Company, are
considered necessary to avoid the imposition of such additional taxes, penalties, or interest.



     Section 14. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Indiana, without giving effect to the choice of law
principles thereof.



     Section 15. Government Regulations. Notwithstanding anything contained herein to the
contrary, the Company’s obligation to issue or deliver certificates evidencing the Restricted Stock
Units shall be subject to all applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.



     Section 16. Entire Agreement; Code Section 409A Compliance. This Agreement and the
Plan contain the terms and conditions with respect to the subject matter hereof and supersede any
previous agreements, written or oral, relating to the subject matter hereof. This Agreement is
pursuant to the terms of the Company’s 2010 Omnibus Incentive Plan (the “Plan”) and in the event of
conflicts between this Agreement and the Plan, the Plan shall govern. The applicable terms of the
Plan are incorporated herein by reference, including the definition of capitalized terms contained
in the Plan, and including the Code Section 409A provisions of Section XIX of the Plan. This
Agreement shall be interpreted in accordance with Code Section 409A. This Agreement shall be
deemed to be modified to the maximum extent necessary to be in compliance with Code Section 409A’s
rules.



     If the Grantee is unexpectedly required to include in the Grantee’s current year’s income any
amount of compensation relating to the Restricted Stock Units because of a failure to meet the
requirements of Code Section 409A, then to the extent permitted by Code Section 409A, the Grantee
may receive a distribution of cash or Shares in an amount not to exceed the amount required to be
included in income as a result of the failure to comply with Code Section 409A.



     Section 17. Evergreen Agreement and Future Grants. In accordance with Section 1, the
Company will continue to grant Awards of Restricted Stock Units to the Grantee annually. Such
future Awards will be governed by the terms and conditions of this Agreement and will be evidenced
by a grant notice or statement signed by the Company. Notwithstanding the



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foregoing, the Company reserves the right to grant future Awards to the Grantee under different
terms and conditions from this Agreement. Such Awards will be evidenced by a new Award Agreement
signed by both the Company and the Grantee. In addition, the Company reserves the right to cancel
or terminate the grant of future Awards of Restricted Stock Units to the Grantee and instead pay
the Grantee for services in the form of cash or other Awards.




     IN WITNESS WHEREOF, the Company has caused this Award to be granted, and the Grantee has
accepted this Award, as of the date first above written.


NiSource Inc.



By: ______________________




            Gary W. Pottorff


Its: Vice President & Corporate Secretary



GRANTEE



By: _____________________









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