exv10w15






Exhibit 10.15




NiSource Inc.

2010 Omnibus Incentive Plan




Performance Share Award Agreement


This Performance Share 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. Performance Share Award. The Company hereby grants to the Grantee, on the
terms and conditions hereinafter set forth, an Award of ___________ Performance Shares. The
Performance Shares will be represented by a bookkeeping entry (the “Performance Share Account”) of
the Company, and each Performance Share will be settled with one share of the Company’s common
stock to the extent provided under this Agreement and the Plan.



     Section 2. Grantee Accounts. The number of Performance Shares granted pursuant to
this Agreement shall be credited to the Grantee’s Performance Share Account. Each Performance
Share 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
Performance Share Account, which shall be purely a bookkeeping device.



     Section 3. Performance Period. The “Performance Period” is the period beginning on
_________________, and ending on ________________.



     Section 4. Vesting and Lapse of Restrictions.




	 	(a)	 	Performance Restrictions. The Performance Restrictions shall lapse on
the date the Committee certifies the following:






	 	(i)	 	The Performance Restrictions of one-half of the Award shall
lapse based on achievement of cumulative “net operating earnings” per Share for
the Performance Period in accordance with the following schedule:




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	Cumulative Net	 	 	 	Percentage
	Operating Earnings	 	 	 	of Award
	Per Share	 	 	 	Granted
	 
	 	 	 	 
	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 








	 	(ii)	 	The Performance Restrictions of one-quarter of the Award shall
lapse based on cumulative “funds from operations” for the Performance Period in
accordance with the following schedule:





	 	 	 	 	 

	 
	 	 	 	 
	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 








	 	(iii)	 	The Performance Restrictions of one-quarter of the Award shall
lapse based on the Company’s “total debt” as of the last day of the Performance
Period in accordance with the following schedule:




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	 	 	 	 	Percentage
	 	 	 	 	Of Award
	Total Debt	 	 	 	Granted
	 
	 	 	 	 
	 
	 	 	 	 
	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 

	 


	 	 	 	 








	 	(b)	 	Committee Certification. As soon as practicable after the end of the
Performance Period, the Committee will certify in writing whether the Performance
Restrictions have been met for the Performance Period and determine the number of
Shares, if any, that will be payable to the Grantee; provided, however, that if the
Committee certifies that the Performance Restrictions have been met, the Committee may,
in its sole discretion, adjust the number of Shares payable to the Grantee with respect
to the Award to reflect the effect of extraordinary events upon the Performance
Restrictions, as provided under the Plan. The date of the Committee’s certification
under this Section shall hereinafter be referred to as the “Certification Date.” The
Company will notify the Grantee (or the executors or administrators of the Grantee’s
estate, if appropriate) of the Committee’s certification following the Certification
Date (such notice being the “Determination Notice”). The Determination Notice shall
specify (i) the Company’s cumulative net operating earnings per share, cumulative funds
from operations and total debt for the Performance Period and (ii) the number of Shares
payable in accordance with the Committee’s certification.
	 
	 	(c)	 	Effect of Termination of Service Before the End of the Performance
Period. Except as set forth below, if Grantee’s Service is terminated for any
reason prior to the last day of the Performance Period or prior to the occurrence of
any otherwise applicable vesting date or event provided in this Section, the Grantee
shall forfeit any Performance Shares that have not yet become vested. Notwithstanding
the foregoing, in the event that Grantee’s Service terminates as a result of Grantee’s
Retirement, Disability, or death with less than or equal to 12 months remaining in the
Performance Period, the Grantee shall receive a pro rata distribution of Shares after
the certification date described in part (a) above; provided that the Committee
actually certifies that the Performance Restrictions for the Performance Period have
been met. Such pro rata grant of Shares shall be determined using a fraction, where
the numerator shall be the number of full or




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	 	 	 	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 elapsed between the Date of Grant and the last day of the
Performance Period. Additionally, if before the lapse of the Performance
Restrictions, the Grantee terminates Service due to death with more than 12 months
remaining in the Performance Period, the Grantee shall receive, as soon as
practicable after the date of termination, a pro rata distribution of Shares equal
to the number of Shares that the Grantee otherwise would have received had the
Performance Restrictions been met for the Performance Period. The Grantee will not
be entitled to any additional Shares under this Section for exceeding the
Performance Restrictions. Such pro rata grant of Shares 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 elapsed
between the Date of Grant and the last day of the Performance Period. For purposes
of this Agreement, “Retirement” means the Grantee’s attainment of age 55 and 10
years of Service.
	 
	 	(d)	 	Change in Control. Notwithstanding the foregoing provisions, all
Performance Shares shall become fully and immediately vested, and all restrictions
shall lapse, on the fifth business day before the date of consummation of a Change in
Control of the Company.
	 
	 	(e)	 	Code Section 162(m) Limitation. Notwithstanding the previous
provisions of this Section, during any calendar year with respect to which the Grantee
is a Covered Officer (for purposes of Internal Revenue Code (“Code”) Section 162 (m)),
if the Grantee otherwise would vest in a number of Performance Shares under this
Section, the Grantee instead shall vest only with respect to a sufficient number of
Performance Shares 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 Performance Shares do not lapse due to the
application of this Section, the restrictions on such Performance Shares 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




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	 	(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 5. Delivery of Shares. Once Performance Shares have vested under this
Agreement, the Company will convert the Performance Shares in the Grantee’s Performance Share
Account into Shares and deliver the total number of Shares due to the Grantee as soon as
administratively possible after such date, but no later than March 15, 2014. 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 Performance Shares, the Company will transfer any Shares with respect to
the vested Performance Shares in accordance with the Grantee’s written beneficiary designation or
to the Grantee’s estate if no written beneficiary designation is provided.



     Section 6. 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 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 7. Securities Law Compliance. The delivery of all or any Shares that relate
to the Performance Shares 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 8. Restriction on Transferability. Except as otherwise provided under the
Plan, until the Performance Shares have vested under this Agreement, the Performance Shares 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 Performance Shares.



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     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 Performance Share Account or any other specific
assets of the Company. All amounts credited to the Grantee’s Performance Share 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 Employee.




	 	(a)	 	The Grantee shall not have any privileges of a stockholder of the Company with
respect to any Performance Shares 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 Performance Shares.
	 
	 	(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.





     Section 11. Adjustments. If at any time while the Award is outstanding, the number
of outstanding Performance Shares 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 Performance Shares
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 Performance Shares 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 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 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



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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 Performance
Shares 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”). 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 Performance Shares 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 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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