EXHIBIT 10.2


 





 


                


PRIVATE AND


CONFIDENTIAL


 


Date:     ___________, 2013


 


To:        [Name] 


[Job Title]


 


From:    Alice A. Cobb


            Senior Vice President, Human Resources and
IT


            




Re:        2013 RESTRICTED
STOCK UNIT AWARD


 





                                                                                    


The
Board of Directors authorized your participation in the NV Energy, Inc. 2004
Executive Long-Term Incentive Plan (the "Plan") for 2013.  This
document provides a brief summary of your rights under the Plan and the terms
and conditions of this grant of Restricted Stock Units.  It is
important that you sign page 4 of this agreement, return the original to
Compensation, and retain a copy for your files. 


 


The
Plan provides complete details of your rights under the Plan, as well as all of
the conditions and limitations affecting such rights.  If there is any
inconsistency between the terms of this summary and the terms of the Plan, the
Plan’s terms shall completely supersede and replace the conflicting terms of
this summary.  Unless otherwise defined herein, capitalized terms shall
have the same meaning as their definitions in the Plan.


                        


The
Board of Directors specifically designates Officers and Executives that are
eligible to participate in the Plan.  Officers, Executives, and other selected
employees are considered “insiders” and their ability to purchase and sell NVE
shares will be subject to insider trading and reporting rules of the SEC.  The
Restricted Stock Units granted to you under the Plan are nontransferable, other
than by will or by the laws of descent and distribution.


 


 


 


Overview
of Your Restricted Stock Units


 


1.   
Number
of Restricted Stock Units Granted:  _____ 


 


2.   
Date
of Grant:   [Grant
Date]


 


3.   
Length
of Vesting Period:   The
vesting period began on
January 1, 2013 and is scheduled to end on December 31, 2015 (the “Vesting Period”).


 


4.   
Pay-out
of Restricted Stock Units:  Subject to the terms of the Plan, you will receive a
pay-out of the aggregate value of your earned Restricted Stock Units within 70 days
following the end of the Vesting
Period provided that an Earnings Per Share (EPS) threshold of $_____ is
achieved by December 31, 2013 and certified by the Compensation Committee of
the Board (the “Performance Goal”).  In determination of performance, the Board
will consider adjustments for gains and losses on the sale of assets,
out-of-period items, reserve adjustments, and unusual and/or non-recurring
items of gain or loss. 
The
pay-out of your Restricted Stock Units will be made in the form of shares,
minus shares withheld to pay applicable taxes.   Shares withheld to pay applicable taxes
will be calculated at the minimum rate to cover required taxes.












 




 










 








 




 








 


	
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5.   
Payment
of Dividends: 
The Company shall credit the Restricted Stock Units to a bookkeeping account
(the “Account”) maintained by the Company for your benefit.  Upon the
occurrence of an event set forth in Section 9A.1 of
the Plan, the number of Restricted Stock Units credited to the Account shall be equitably and appropriately adjusted as provided
in that Section.


 


On each date that cash dividends are paid on
shares of Company common stock, the Company will credit the Account with a
number of additional Restricted Stock Units equal to the result of dividing
(i) the product of the total number of Restricted Stock Units credited to
the Account on the record date for such dividend and the per share amount of
such dividend by (ii) the Fair Market Value of one share of common stock
on the date such dividend is paid by the Company to shareholders.  The
additional Restricted Stock Units shall be or become vested to the same extent
as the Restricted Stock Units that resulted in the crediting of such additional
Restricted Stock Units.


 


 


6.   
Termination
of Employment: 
 


a.    
By
Death, Disability, or Retirement:  In the event your employment is
terminated by reason of death, Disability, or Retirement, you or your
designated beneficiary will receive a prorated pay-out of the Restricted Stock
Units.  The amount of pay-out shall be determined based on the length of
time you were actively employed during the Vesting Period.  Payout of your
prorated Restricted Stock Units shall be made within 60 days of death or
Disability.  In the event your employment is terminated by reason of
Retirement, then you shall be entitled to the prorated pay-out of the Restricted
Stock Units at the same time as other participants who remained employed
through the end of the Vesting Period, provided the Performance Goal was
already achieved and subject to Section 9 hereof.  For purposes of this
Award, Disability means
that you (i) are unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be
expected to result in death or to last for a continuous period of not less than
12 months; (ii) are, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering employees of the Company; or (iii) have been
determined to be totally disabled by the Social Security Administration.  For purposes of this
Award, Retirement means a
Separation from Service (as defined in Section 409A of the Code) with the
Company and its Subsidiaries after (i) attainment of age 55 with 10 years of
service; (ii) attainment of age 60 with 5 years of service; or
(iii) attainment of age 591⁄2 for individuals who participate in the NV
Energy 401(k) Plan. For purposes of determining whether you have “Retired,”
service shall be measured by completed calendar months of employment.


 


b.   For Other Reasons:  In the event your
employment is terminated for any other reason, your Restricted Stock Units
shall be forfeited to the Company, unless otherwise directed by the Committee.


 


7.   
Confidentiality.   By signing this
document, you agree that the existence and all terms of this award are
confidential and may not be disclosed by you to any third parties (including
coworkers), except that you may disclose this award to your immediate family
members, your financial, tax and legal advisors, or as may be required by law
or by any compulsory judicial or administrative process.


 


8.   
Change
in Control: 
  In the event the
Restricted Stock Units are assumed by an acquiring company as part of a
corporate reorganization, the performance target set forth in Section 4 hereof shall
be deemed satisfied at 100% and the payment of the Restricted Stock Units shall
only be subject to the continued employment of the Participant through the Vesting
Period (or termination under section 6(a)).  In addition, the terms of the
Company’s change-in-control policy, as it may be adopted from time to time,
shall apply.  If the Restricted Stock Units are not assumed, they shall be paid
out at












 




 










 








 




 








 


	
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100% immediately before the consummation of
any transaction in which the Company is not the surviving Company. 


 


9.   
Section
409A: 
It is intended that the terms of the Award will not result in the imposition of
any tax liability pursuant to Section 409A of the Code. This Award shall be
construed and interpreted consistent with that intent. Notwithstanding any
provision to the contrary in this Award, to the extent necessary to avoid the
imposition of any taxes under Section 409A of the Code, no payment or
distribution under this Award that becomes payable by reason of a Participant’s
termination of employment with the Company will be made to such Participant
unless such Participant’s termination of employment constitutes a “separation
from service” (as such term is defined in Section 409A of the Code). For
purposes of this Award, each amount to be paid or benefit to be provided shall
be construed as a separate identified payment for purposes of Section 409A of
the Code. If a Participant is a “specified employee” as defined in Section 409A
of the Code and, as a result of that status, any portion of the payments under
this Award would otherwise be subject to taxation pursuant to Section 409A of
the Code, such Participant shall not be entitled to any payments upon a
termination of his or her employment until the earlier of (i) the expiration of
the six (6)-month period measured from the date of such Participant’s
“separation from service” (within the meaning of Section 409A of the Code) or
(ii) the date of such Participant’s death. Upon the expiration of the
applicable Section 409A deferral period, all payments and benefits deferred
pursuant to this Section (whether they would have otherwise been payable in a
single sum or in installments in the absence of such deferral) shall be paid or
reimbursed to such Participant in a lump sum as soon as practicable, but in no
event later than ten (10) days (or if the payment is being made following the Participant’s
death, no later than sixty (60) days following the date of death), following
such expired period, and any remaining payments due under this Award will be
paid in accordance with the normal payment dates specified for them herein.


 


10.  Clawback.  This Award and any
resulting payment or shares is subject to set-off, recoupment, or other
recovery or "claw back" as required by applicable law or by any
Company policy on the claw back of compensation, as amended from time to time.


 


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         Please acknowledge your receipt of this
document by signing the following representation:


 


Executive Long-Term
Incentive Plan


2013 Restricted Stock
Units 


Date of Grant:
__________


Acknowledgement of
Participation


 


By signing a copy of this Award Agreement and returning
it to the Compensation Department (MS 07), I acknowledge that I have read the
Plan and that I fully understand all of my rights under the Plan and this Award
Agreement and summary, as well as all of the terms and conditions which may
limit my eligibility to receive a pay-out with respect to the Restricted Stock
Units granted under the Plan.  Without limiting the generality of the preceding
sentence, I understand that my right to receive a pay-out with respect to the
Restricted Stock Units granted to me under the Plan is conditioned upon my
continued employment with the Company, that the Plan can be terminated at any
time and that the Board reserves the right, at its sole discretion, to
determine whether there shall be awards and the amounts thereof under the Plan,
and that its discretion need not be exercised uniformly or consistently.


 


 


 


 


                                                                                    By                                             


                                                                                            [Name]


 


                                                                                    Date__________________ 


 


 


Please
refer any questions you may have regarding your Restricted Stock Units to
_______________ at _____________.