exv10w17









Exhibit 10.17




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
_____________________ (the “Date of Grant”), by and between NiSource Inc., a Delaware corporation
(the “Company”), and _____________________, an Employee 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 Award of ___________ Restricted Stock Units. 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 Restricted Stock Units granted pursuant
to this Agreement shall be credited to the Grantee’s RSU Account. 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 Section 1 above. 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.




	 	(a)	 	Vesting. Subject to the forfeiture conditions described later in this
Agreement, the Restricted Stock Units shall not vest until _____________________, at
which date they will become 100% vested.
	 
	 	(b)	 	Effect of Termination of Service. Except as set forth below, if
Grantee’s Service is terminated for any reason prior to the occurrence of any otherwise
applicable vesting date or event provided in this Section, the Grantee shall forfeit
any Restricted Stock Units that have not yet become vested. Notwithstanding the
foregoing, if, before _____________________, the Grantee terminates Service due to the
Grantee’s Retirement, death, or Disability, the restrictions set forth in part (a)
above shall lapse with respect to a pro rata portion of such Restricted Stock Units on
the date of such termination of Service. Such pro rata lapse of the restrictions shall
be determined 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
terminates Service, and the denominator shall be the number of full or partial calendar
months between the Date of Grant and ____________________. For purposes of this
Agreement, “Retirement” means the Grantee’s attainment of age 55 and 10 years of
Service.
	 
	 	(c)	 	Change in Control. Notwithstanding the foregoing provisions, all
Restricted Stock Units shall become fully and immediately vested, and all restrictions
shall




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	 	 	 	lapse, on the fifth business day before the date of consummation of a Change in
Control of the Company.
	 
	 	(d)	 	Limitation on Restricted Stock Units. Notwithstanding the previous
provisions of this Section, during any calendar year with respect to which the Grantee
is a Covered Officer (for purpose of Internal Revenue Code (“Code”) Section 162(m)), if
the Grantee otherwise would vest in a number of Restricted Stock Units under this
Section, the Grantee instead shall vest only with respect to a sufficient number of
Restricted Stock Units whose aggregate Fair Market Value on the date such restrictions
would, when added to the Grantee’s “applicable employee remuneration” (as defined in
Code Section 162(m)) for the applicable calendar year that does not constitute
“qualified performance-based compensation” (as defined in Code Section 162(m)), not
exceed the aggregate amount of $999,999.00 for the applicable calendar year (the
“Limitation”).
	 
	 	 	 	To the extent the restrictions on any Restricted Stock Units do not lapse due to the
application of this Section, the restrictions on such Restricted Stock Units shall
lapse on the first to occur of:






	 	(i)	 	the last business day of any subsequent calendar year or years
to the extent that the Limitation is not exceeded for such year or years;
	 
	 	(ii)	 	the date next following the Grantee’s termination of Service
for any reason other than for Cause, or
	 
	 	(iii)	 	the first business day of the year next following the year
with respect to which the Grantee ceases to be a Covered Officer.





     Section 4. Delivery of Shares. Once Restricted Stock Units have vested under this
Agreement, the Company will determine the number of Shares represented by the Restricted Stock
Units in the Grantee’s RSU Account and deliver the total number of Shares due to the Grantee as
soon as administratively possible after such date. Notwithstanding any provision to the contrary,
if, in the reasonable determination of the Company, a Grantee is a “specified employee” for
purposes of Code Section 409A, then, if necessary to avoid the imposition of additional taxes or
interest under Code Section 409A, the Company shall not deliver the Shares otherwise payable upon
the Grantee’s termination and separation of Service until the date that is at least 6 months
following the Grantee’s termination and separation of Service. The delivery of the Shares shall be
subject to payment of the applicable withholding tax liability and the forfeiture provisions of
this Agreement. 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 5. Withholding of Taxes. The Company shall have the power and the right to
deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to



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satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be
withheld with respect to any taxable event arising as a result of this Agreement.




     Section 6. 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 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 7. Restriction on Transferability. Except as otherwise provided under the
Plan, until the Restricted Stock Units have vested under this Agreement, 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 8. 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 9. No Rights as Stockholder or Employee.




	 	(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, nor shall the Company have any obligation to
issue any dividends or otherwise afford any rights to which Shares are entitled with
respect to any such Restricted Stock Units.
	 
	 	(b)	 	Nothing in this Agreement or the Award shall confer upon the Grantee any right
to continue as an Employee 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.




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     Section 10. 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 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 11. 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 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 12. 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 or
the grantee, 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 13. 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 14. 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 15. 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”). 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



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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.




     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: ______________________



Its: ______________________



GRANTEE



By: _____________________









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