form10k123109exh10pt4d.htm


    
      Exhibit
10.4d

       

      FORM OF


       

      ALLIANT
ENERGY CORPORATION

       

      PERFORMANCE
SHARE AGREEMENT

       

      


      THIS
PERFORMANCE SHARE AGREEMENT is made and entered into as of this ___ day
of February, 2010 (the “Grant Date”) by and between Alliant Energy Corporation,
a Wisconsin corporation (the “Company”), and [Employee],
a key employee of the Company (“Employee”).

       

      R
E C I T A L S

       

      WHEREAS,
the Company has in effect the Alliant Energy Corporation 2002 Equity Incentive
Plan, as Amended and Restated (the “Plan”), the terms of which, to the extent
not stated herein, are specifically incorporated by reference in this Agreement
(defined terms used herein which are not otherwise defined shall have the
meaning set forth in the Plan);

       

      WHEREAS,
one of the purposes of the Plan is to permit the grant of various equity-based
incentive awards, including performance shares (the “Performance Shares”), to be
granted to certain Key Employees of the Company and any of its
Affiliates;

       

      WHEREAS,
the Employee is now employed by the Company or an Affiliate of the Company in a
key capacity and has exhibited judgment, initiative and efforts which have
contributed materially to the successful performance of the Company or its
Affiliates; and

       

      WHEREAS,
the Company desires the Employee to remain as an employee of the Company or its
Affiliates and wishes to provide the Employee with the opportunity to secure or
increase his or her stock ownership in the Company in order to develop even a
stronger incentive to put forth maximum effort for the continued success and
growth of the Company.

       

      A
G R E E M E N T

       

      NOW,
THEREFORE, in consideration of the premises and of the covenants and
agreements herein set forth, the parties hereby mutually covenant and agree as
follows:

       

      
        	
                1.  

              	
                Award.  Subject
      to the terms of this Agreement and the Plan, the Employee is hereby
      granted _______Performance
      Shares on the date first written above (the “Grant
      Date”).  Performance Shares granted under this Agreement are
      units that will be reflected in a book account maintained by the Company
      during the Performance Period, and that will be settled in cash and/or
      shares of Common Stock, $.01 par value, of the Company (“Common Stock”) to
      the extent provided in this Agreement and the
  Plan.

              


      

       

      
        	
                2.  

              	
                Performance
      Period.  The “Performance Period” is the period beginning
      on January 1, 2010 and ending on December 31,
  2012.

              


      

       

      
        	
                3.  

              	
                Settlement
      of Awards.  The Company shall deliver to the Employee one
      share of Common Stock (or cash equal to the fair market value of one share
      of Common Stock) for each Performance Share earned by the Employee, as
      determined in accordance with the provisions of Exhibit 1, which is
      attached to and forms a part of this Agreement.  The earned
      Performance Shares payable to the Employee in accordance with the
      provisions of this Paragraph 3 shall be paid solely in shares of Common
      Stock, solely in cash based on the fair market value of the Common Stock
      (determined based on the average of the high and low sales prices for the
      Common Stock on the first business day next following the last day of the
      Performance Period, as reported on the New York Stock Exchange), or in a
      combination of the two, as determined by the Committee in its sole
      discretion, except that cash shall be distributed in lieu of any
      fractional share of Common Stock.

              


      

       

      
        	
                4.  

              	
                Time
      of Payment.  Except as otherwise provided in this
      Agreement, payment of Performance Shares earned in accordance with the
      provisions of Paragraph 3 will be delivered as soon as practicable after
      the end of the Performance Period, subject to the Committee certifying in
      writing as to the satisfaction of the requisite Performance Goal or Goals,
      provided, however, the payment is made not later than 75 days following
      the Performance Period.

              


      

       

      
        	
                5.  

              	
                Retirement,
      Disability, or Death During Performance Period.  If the
      Employee’s employment with the Company and its Affiliates terminates
      during the Performance Period because of the Employee’s Retirement,
      Disability, Involuntary Termination without Cause, or death, the Employee
      shall be entitled to a prorated value of the Performance Shares earned in
      accordance with Exhibit 1, determined at the end of the Performance
      Period, and based on the ratio of the number of months the Employee was
      employed during the Performance Period to the total number of months in
      the Performance Period.

              


      

       

      
        	
                6.  

              	
                Other
      Terminations of Employment During Performance Period.  If
      the Employee’s employment with the Company and its Affiliates terminates
      during the Performance Period for any reason other than the Employee’s
      Retirement, Disability, Involuntary Termination without Cause, or death,
      the Performance Shares granted under this Agreement will be forfeited on
      the date of such termination of employment; provided,
      however,
      that in such circumstances, the Committee, in its discretion, may
      determine that the Employee will be entitled to receive a pro rata or
      other portion of the Performance Shares as determined at the end of the
      Performance Period in accordance with Exhibit
1.

              


      

       

      
        	
                7.  

              	
                Change
      in Control.  If a Change in Control occurs during the
      Performance Period and at least 180 days after the date the Performance
      Shares were granted, and the Employee’s termination does not occur before
      the Change in Control date, then the Employee shall earn the Performance
      Shares that would have been earned by the Employee in accordance with
      Exhibit 1 as if 100% of the Performance Goal or Goals set forth in Exhibit
      1 for the Performance Period had been achieved, but prorated based on the
      ratio of the number of months the Employee is employed during the
      Performance Period through the date of the Change in Control, to the total
      number of months in the Performance Period.  The value of
      Performance Shares earned in accordance with the foregoing provisions of
      this Paragraph 7 shall be delivered to the Employee in a lump sum cash
      payment as soon as practicable after the occurrence of the Change in
      Control, with the value of a Performance Share equal to the fair market
      value of a share of Common Stock determined under the provisions of
      Paragraph 3 as of the date of the Change in Control.  For the
      Participants entitled to prorata vesting, the remaining Performance Shares
      shall be forfeited.

              


      

       

      
        	
                8.  

              	
                Definitions.  The
      following sets forth definitions of certain terms used in this
      Agreement:

              


      

       

      
        	
                (a)  

              	
                Cause.  The
      term “Cause” means, but is not limited to, (1) embezzlement of funds of
      the Company or an Affiliate, (2) fraud, (3) the engaging by the Employee
      in conduct not taken in good faith which has caused demonstrable financial
      or reputational harm to the Company, (4) commission of a felony which
      impairs the Employee’s ability to perform the Employee’s duties and
      responsibilities and (5) continuing willful and unreasonable refusal by
      the Employee to perform Employee’s duties or
      responsibilities.  .  The Board of Directors of the
      Company (the “Board”), by a majority vote, shall make the determination of
      whether Cause exists.

              


      

       

      
        	
                (b)  

              	
                Change
      in Control.  The term “Change in Control” means the
      occurrence of any one of the events set forth in the following
      paragraphs:

              


      

       

      
        	 	
                (i)  

              	
                any Person (other
      than (A) the Company or any subsidiary of the Company (each a
      “Subsidiary”), (B) a trustee or other fiduciary holding securities under
      any employee benefit plan of the Company or any Subsidiary, (C) an
      underwriter temporarily holding securities pursuant to an offering of such
      securities or (D) a corporation owned, directly or indirectly, by the
      shareowners of the Company in substantially the same proportions as their
      ownership of stock in the Company (“Excluded Persons”)) is or becomes the
      beneficial owner, directly or indirectly, of securities of the Company
      (not including in the securities beneficially owned by such Person any
      securities acquired directly from the Company or its affiliates after the
      Grant Date, pursuant to express authorization by the Board that refers to
      this exception) representing 20% or more of either the then outstanding
      shares of Common Stock or the combined voting power of the Company’s then
      outstanding voting securities; or

              


      

       

      
        	
                (ii)  

              	
                the following
      individuals cease for any reason to constitute a majority of the number of
      directors of the Company then serving:  (A) individuals who, on
      the Grant Date, constituted the Board and (B) any new director (other than
      a director whose initial assumption of office is in connection with an
      actual or threatened proxy or consent solicitation for the purpose of
      opposing a  solicitation by the Company relating to the election
      of directors of the Company) whose appointment or election by the Board or
      nomination for election by the Company’s shareowners was approved by a
      vote of at least two-thirds (2/3) of the directors then still in office
      who either were directors on the Grant Date, or whose appointment,
      election or nomination for election was previously so approved
      (collectively the “Continuing Directors”); provided,
      however,
      that individuals who are appointed to the Board pursuant to or in
      accordance with the terms of an agreement relating to a merger,
      consolidation, or share exchange involving the Company (or any Subsidiary)
      shall not be Continuing Directors for purposes of this Agreement until
      after such individuals are first nominated for election by a vote of at
      least two-thirds (2/3) of the then Continuing Directors and are thereafter
      elected as directors by the shareowners of the Company at a meeting of
      shareowners held following consummation of such merger, consolidation or
      share exchange; and, provided
      further,
      that in the event the failure of any such Persons appointed to the Board
      to be Continuing Directors results in a Change in Control, the subsequent
      qualification of such Persons as Continuing Directors shall not alter the
      fact that a Change in Control occurred;
or

              


      

       

      
        	
                (iii)  

              	
                the Company after
      the Grant Date, consummates a merger, consolidation or share exchange with
      any other corporation or issues voting securities in connection with a
      merger, consolidation or share exchange involving the Company (or any
      Subsidiary), other than (A) a merger, consolidation or share exchange
      which results in the voting securities of the Company outstanding
      immediately prior to such merger, consolidation or share exchange
      continuing to represent (either by remaining outstanding or by being
      converted into voting securities of the surviving entity or any parent
      thereof) at least 50% of the combined voting power of the voting
      securities of the Company or such surviving entity or any parent thereof
      outstanding immediately after such merger, consolidation or share
      exchange, or (B) a merger, consolidation or share exchange effected to
      implement a recapitalization of the Company (or similar transaction) in
      which no Person (other than an Excluded Person) is or becomes the
      beneficial owner, directly or indirectly, of securities of the Company
      (not including in the securities beneficially owned by such Person any
      securities acquired directly from the Company or its affiliates after the
      Grant Date, pursuant to express authorization by the Board that refers to
      this exception) representing 20% or more of either the then outstanding
      shares of Common Stock or the combined voting power of the
      Company’s then outstanding voting securities;
or

              


      

       

      
        	
                (iv)  

              	
                the shareowners of
      the Company approve a plan of complete liquidation or dissolution of the
      Company or the Company effects a sale or disposition of all or
      substantially all of its assets (in one transaction or a series of related
      transactions within any period of 24 consecutive months), other than a
      sale or disposition by the Company of all or substantially all of the
      Company’s assets to an entity at least 75% of the combined voting power of
      the voting securities of which are owned by Persons in substantially the
      same proportions as their ownership of the Company immediately prior to
      such sale.

              


      

       

      Notwithstanding the
foregoing, no “Change in Control” shall be deemed to have occurred if there is
consummated any transaction or series of integrated transactions immediately
following which the record holders of the shares of Common Stock immediately
prior to such transaction or series of transactions continue to own, directly or
indirectly, in the same proportions as their ownership in the Company, an entity
that owns all or substantially all of the assets or voting securities of the
Company immediately following such transaction or series of
transactions.

       

      
        	
                (c)  

              	
                Disability.  “Disability”
      shall have the meaning provided in the Alliant Energy Cash Balance
      Plan.

              


      

       

      
        	
                (d)  

              	
                Involuntary
      Termination without Cause.  “Involuntary Termination
      without Cause” shall mean that an Employee has been notified in writing
      that his or her position is being eliminated or significantly altered as a
      result of a substantial diminishment of responsibility or salary or as a
      result of a structured job elimination program implemented by management
      of the Company.

              


      

       

      
        	
                (e)  

              	
                Retirement.  “Retirement”
      of the Employee shall mean the Employee’s employment terminates (with the
      consent of the Company) after he or she has reached age 55 with 10 years
      of service.

              


      

       

      
        	
                9.  

              	
                Nontransferability
      of Performance Shares.  The Performance Shares shall not
      be assignable, alienable, saleable or transferable by the Employee other
      than by will or the laws of descent and distribution prior to settlement
      of the awards pursuant to Section 3; provided,
      however,
      that the Employee shall be entitled, in the manner provided in Paragraph
      11 hereof, to designate a beneficiary to exercise his or her rights, and
      to receive any shares of Common Stock issuable, with respect to the
      Performance Shares upon the death of the Employee.  The
      Performance Shares may be exercised during the lifetime of the Employee
      only by the Employee or, if permitted by applicable law, the Employee’s
      guardian or legal representative.

              


      

       

      
        	
                10.  

              	
                Dividends
      and Voting Rights.  This Award of Performance Shares does
      not entitle Employee to any rights as a shareowner of the Company,
      including voting rights and the right to receive dividends or
      distributions of any kind.  Employee will not have rights as a
      shareowner until the Performance Shares
vest.

              


      

       

      
        	
                11.  

              	
                Tax
      Withholding.  The Company may deduct and withhold from
      any cash otherwise payable to the Employee such amount as may be required
      for the purpose of satisfying the Company’s obligation to withhold
      federal, state or local taxes.  Further, in the event the amount
      so withheld is insufficient for such purpose, the Company may require that
      the Employee pay to the Company upon its demand or otherwise make
      arrangements satisfactory to the Company for payment of, such amount as
      may be requested by the Company in order to satisfy its obligation to
      withhold any such taxes.

              


      

       

      The
Employee shall be permitted to satisfy the Company’s tax withholding
requirements by making a written election (in accordance with such rules and
regulations and in such form as the Committee may determine) to have the Company
withhold shares of Common Stock otherwise issuable to the Employee (the
“Withholding Election”) having a fair market value on the date income is
recognized (the “Tax Date”) pursuant to the settlement of the Performance Shares
equal to the minimum amount required to be withheld.  If the number of
shares of Common Stock withheld to satisfy withholding tax requirements shall
include a fractional share, the number of shares withheld shall be reduced to
the next lower whole number and the Employee shall deliver cash in lieu of such
fractional share, or otherwise make arrangements satisfactory to the Company for
payment of such amount.  A Withholding Election must be received by
the Corporate Secretary of the Company on or prior to the Tax Date.

       

      
        	
                12.  

              	
                Designation
      of Beneficiary.

              


      

       

      
        	
                (a)  

              	
                The person whose
      name appears on the signature page hereof after the caption “Beneficiary”
      or any successor designated by the Employee in accordance herewith (the
      person who is the Employee’s beneficiary at the time of his or her death
      is herein referred to as the “Beneficiary”) shall be entitled to payouts
      hereunder, to the extent they are made, after the death of the
      Employee.  The Employee may from time to time revoke or change
      his or her beneficiary without the consent of any prior beneficiary by
      filing a new designation with the Committee.  The last such
      designation received by the Committee shall be controlling; provided,
      however,
      that no designation, or change or revocation thereof, shall be effective
      unless received by the Committee prior to the Employee’s death, and in no
      event shall any designation be effective as of a date prior to such
      receipt.

              


      

       

      
        	
                (b)  

              	
                If no such
      Beneficiary designation is in effect at the time of the Employee’s death,
      or if no designated Beneficiary survives the Employee or if such
      designation conflicts with law, the Employee’s estate acting through his
      or her legal representative shall be entitled to receive payouts
      hereunder, to the extent they are made, after the death of the
      Employee.  If the Committee is in doubt as to the right of any
      person to the Performance Shares or any payout thereunder, the Company may
      refuse to settle such matter, without liability for any interest or
      dividends on the Performance Shares, until the Committee determines the
      person entitled to the Performance Shares or any payout thereunder, or the
      Company may apply to any court of appropriate jurisdiction and such
      application shall be a complete discharge of the liability of the Company
      therefor.

              


      

       

      
        	
                13.  

              	
                Transfer
      Restriction.  Any shares of Common Stock delivered
      pursuant to Section 3 hereof may not be sold or offered for sale except
      pursuant to an effective registration statement under the Securities Act
      of 1933 (the “Act”), as amended, or in a transaction which, in the opinion
      of counsel for the Company, is exempt from the registration provisions of
      the Act.

              


      

       

      
        	
                14.  

              	
                Status
      of Employee.  The Employee shall not be deemed for any
      purposes to be a shareowner of the Company with respect to any of the
      Performance Shares except to the extent that the Company has delivered
      shares of Common Stock pursuant to Section 3 hereof.  Neither
      the Plan nor the Performance Shares shall confer upon the Employee any
      right to continue as an employee of the Company or any of its Affiliates,
      nor to interfere in any way with the right of the Company to terminate the
      employment or directorship of the Employee at any
  time.

              


      

       

      
        	
                15.  

              	
                Powers
      of the Company Not Affected.  The existence of the
      Performance Shares shall not affect in any way the right or power of the
      Company or its shareowners to make or authorize any or all adjustments,
      recapitalizations, reorganizations or other changes in the Company’s
      capital structure or its business, or any merger or consolidation of the
      Company, or any issuance of bonds, debentures, preferred or prior
      preference stock senior to or affecting the Common Stock or the rights
      thereof, or dissolution or liquidation of the Company, or any sale or
      transfer of all or any part of the Company’s assets or business or any
      other corporate act or proceeding, whether of a similar character or
      otherwise.

              


      

       

      
        	
                16.  

              	
                Interpretation
      by the Committee.  As a condition of the granting of the
      Performance Shares, the Employee agrees, for himself or herself and for
      his or her legal representatives or guardians, that this Agreement shall
      be interpreted by the Committee and that any interpretation by the
      Committee of the terms of this Agreement and any determination made by the
      Committee pursuant to this Agreement shall be final, binding and
      conclusive.

              


      

       

      
        	
                17.  

              	
                Miscellaneous.

              


      

       

      
        	
                (a)  

              	
                This Agreement shall
      be governed and construed in accordance with the internal laws of the
      State of Wisconsin applicable to contracts made and to be performed
      therein between residents thereof.

              


      

       

      
        	
                (b)  

              	
                This Agreement may
      not be amended or modified except by the written consent of the parties
      hereto.

              


      

       

      
        	
                (c)  

              	
                The captions of this
      Agreement are inserted for convenience of reference only and shall not be
      taken into account in construing this
Agreement.

              


      

       

      IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer and the Employee has hereunto affixed his or her
hand as of the day and year first above written.

       

       

      
        	 
      	
                ALLIANT
      ENERGY CORPORATION

                (the
      "Company")

                 

              


      

       

      
        	 
      	
                By:

              	 
      


      

       

      
        	 
      	
                Its:

              	Executive
      Vice President, General Counsel and Chief Administrative
      Officer   


      

       

       

      
        	 
      	
                EMPLOYEE:

              	 
      
	 	 	 
	 
      	 
      	 
      


      

       

      
        I
understand that I have the right to name one or more primary beneficiaries and
one or more contingent beneficiaries to receive benefits in the event that my
primary beneficiaries die.

         

        I hereby
make the following beneficiary designations:

      

       

      
        
          
            	
                    Primary
      Beneficiary:

                  	 
      	 
      	
                    Contingent
      Beneficiary:

                  
	
                     

                    Name:

                  	 
      	 
      	 
      


          

          


           

          
            	
                    Address:

                  	 
      	 
      	 
      


          

          


           

          
            	
                    Relationship:

                  	 
      	 
      	 
      


          

        

         

      

       

      (attach
a piece of paper with the appropriate information for any multiple
beneficiaries, including the manner of splitting the benefit between
beneficiaries of the same class; if not provided otherwise, all sums payable to
more than one beneficiary of the same class shall be paid equally to those
beneficiaries living at the time of your death)

      


      
        EXHIBIT
1

         

        


      

      Performance
Share Grant – PERFORMANCE GOALS

      


      
        	
                1.  

              	
                Purpose:  The
      purpose of this Exhibit 1 is to set forth the Performance Goal or Goals
      that will be applied to determine the amount of the award to be made under
      the terms of the attached Performance Share Agreement (the “Agreement”).
      This Exhibit 1 is incorporated into and forms a part of the
      Agreement.

              


      

       

      
        	 	
                [Employee]

              	 	 2010
	 	
                Fair Market Value as
      of January 2, 2010

              	 	
                $_____

              
	 	
                Date of
      Grant

              	 	
                02/__/10

              
	 	
                Performance Share
      Target

              	 	
                [Number]

              
	 	
                Performance
      Cycle

              	 	
                January 1, 2010
      through December 31, 2012

              


      

      


      
        	
                2.  

              	
                Performance
      Goals:  Each performance share award will be based on the
      Company’s Total Shareholder Return (TSR) performance (which represents
      stock price appreciation plus dividends reinvested) based on the
      three-year average relative to an investor-owned utility peer group. The
      peer group is defined as companies that comprise the S&P Midcap
      Utilities index.

              


      

       

      
        	
                3.  

              	
                Amount
      of Award:  Actual awards will be based on company
      performance as specified above, and can range from 0 to 200 percent of
      target.  The amount distributable to the Participant shall be
      determined in accordance with the following
  schedule:

              


      

       

      
        	 	  

                3-yr
      Total Shareholder Return – 

                Percentile
      Relative to Peer Group*

              	 	
                %
      of Target Value

                 Paid
      Out

              
	 	
                90th
      percentile or greater

              	 	
                200%

              
	 	
                80th
      Percentile

              	 	
                175%

              
	 	
                70th
      Percentile

              	 	
                150%

              
	 	
                60th
      Percentile

              	 	
                125%

              
	 	
                50th
      Percentile

              	 	
                100%

              
	 	
                45th
      Percentile

              	 	
                75%

              
	 	
                40th
      Percentile

              	 	
                50%

              
	 	
                Below 40th
      Percentile

              	 	
                0%

              


      

       

      * Peer
Group consists of companies comprising the S&P Mid-Cap
Utilities.

      


      
        	
                4.

              	
                Performance
      Share payout:  Subject to the terms of the Plan,
      Performance Shares will be paid in Alliant Energy shares, or a combination
      of cash and shares, as soon as practicable at the end of each performance
      cycle, but not later than seventy-five days following the end of the
      performance
cycle.