Exhibit 10.15

 

INTEGRYS ENERGY GROUP, INC.

2010 OMNIBUS INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK UNIT AGREEMENT

 

You have been granted a Restricted Stock Unit (“RSU”) award with respect to shares of common stock of Integrys Energy Group, Inc. (the “Company”) under the Integrys Energy Group, Inc. 2010 Omnibus Incentive Compensation Plan (the “Plan”) with the following terms and conditions.  The common stock of the Company is referred to in this Agreement as the Common Stock.  Your award will not become effective until you sign and return this Restricted Stock Unit Agreement to Human Resources.

 

	
Vesting   Schedule:
    	
 
    	
Twenty-five   percent (25%) of your RSUs will vest on each of the first four anniversaries   of the Grant Date (each, a “Vesting Date”), provided that you are   continuously employed by the Company or an Affiliate from the Grant Date   through such Vesting Date, as shown on the following schedule:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Amount
    	
 
    	
Vesting Date
    
	
 
    	
 
    	
25%   of the RSUs 
    	
 
    	
First   anniversary of Grant Date
    
	
 
    	
 
    	
25%   of the RSUs 
    	
 
    	
Second   anniversary of Grant Date
    
	
 
    	
 
    	
25%   of the RSUs 
    	
 
    	
Third   anniversary of Grant Date
    
	
 
    	
 
    	
25%   of the RSUs 
    	
 
    	
Fourth   anniversary of Grant Date
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
[Standard   Paragraph #1 — For use with regular grants made in February or   March of each year.]  If your employment or service terminates   prior to a Vesting Date as a result of death or you become disabled (as   determined by the Committee based upon the definition set forth in the   Company’s long term disability plan and provided that you are also disabled   based o the definition set forth in Internal Revenue Code Section 409A),   (1) if your termination or disability occurs on or after   December 31 of the calendar year in which occurs the Grant Date, the   RSUs will become fully vested on your date of termination or disability, and   (2) if your termination or disability occurs prior December 31 of   the calendar year in which occurs the Grant Date, you will become partially   vested on your date of termination or disability, and the 
    


 











 

	
 
    	
 
    	
remaining   RSUs will be forfeited.  Your partially   vested interest will be equal to the product obtained by multiplying the   total number of your RSUs by a fraction, the numerator of which is the number   of full months of service that you have completed during the calendar year in   which occurs the Grant Date, and the denominator of which is twelve   (12).  If the foregoing calculation   results in vesting of a fractional RSU, the number of RSUs that become vested   will be rounded to the next higher whole number of RSUs.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
[Alternate   Paragraph #1 — For use in mid-year special grants where proration based on   the calendar year might result in substantial vesting shortly following the   Grant Date.  Under the alternate   paragraph, proration is based on the number of months of employment completed   during the one year period from the first day of the month in which occurs   the Grant Date.] If your employment or service terminates prior to   a Vesting Date as a result of death or you become disabled (as determined by   the Committee based upon the definition set forth in the Company’s long term   disability plan and provided that you are also disabled based o the   definition set forth in Internal Revenue Code Section 409A), (1) if   your termination or disability occurs on or after the first day of the   twelfth (12th) month following the month in which occurs the Grant Date, the   RSUs will become fully vested on your date of termination or disability, and   (2) if your termination or disability occurs prior to the first day of   the twelfth (12th) month following the month in which occurs the Grant Date,   you will become partially vested on your date of termination or disability,   and the remaining RSUs will be forfeited.    Your partially vested interest will be equal to the product obtained   by multiplying the total number of your RSUs by a fraction, the numerator of   which is the number of full months of service that you have completed during   the twelve (12) month period that begins on the first day of the month   following the month in which occurs the Grant Date, and the denominator of which   is twelve (12).  If the foregoing   calculation results in vesting of a fractional RSU, the number of RSUs that   become vested will be rounded to the next higher whole number of RSUs.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
[Standard   Paragraph #2 — For use with regular grants made in February or   March of each year.]  If your   employment or service terminates prior to a Vesting Date as a result of   retirement on or after age fifty-five (55) with ten (10) or more years   of service, or retirement on or after age sixty-two (62) (“Retirement”),   (1) if your Retirement occurs on or after December 31 of the   calendar year in which occurs the Grant Date, 
    


 

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your   RSUs will continue to vest, subject to the terms of the Plan, on the same   schedule as would have applied had you continued your employment, and   (2) if your Retirement occurs prior to December 31 of the calendar   year in which occurs the Grant Date, a portion of your RSUs will be   immediately forfeited, and the remainder of your RSUs will continue to   vest,  subject to the terms of the   Plan, on the same schedule as would have applied had you continued your   employment; provided that under both clause (1) and (2), any RSUs that   have not been forfeited will be immediately vested if you die after Retirement   but prior to the scheduled Vesting Date or if you become entitled to   settlement of your vested RSUs as a result of termination of your employment   or service by reason of Retirement within two (2) years following the   occurrence of a “change in control event” within the meaning of Internal   Revenue Code Section 409A.  The   portion of your RSUs that are immediately forfeited will be equal to the   product obtained by multiplying the total number of your RSUs by a fraction,   the numerator of which is twelve (12) minus the number of full months of   service that you have completed during the calendar year in which occurs the   Grant Date, and the denominator of which is twelve (12). If the foregoing   calculation results in vesting of a fractional RSU, the number of RSUs that   become vested will be rounded to the next higher whole number of RSUs   The number of RSUs available on each   Vesting Date will be reduced by a pro rata portion of the total number of   forfeited RSUs.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
[Alternate   Paragraph #2 — For use in mid-year special grants where proration based on   the calendar year might result in substantial vesting shortly following the   Grant Date.  Under the alternate   paragraph, proration is based on the number of months of employment completed   during the one year period from the first day of the month in which occurs   the Grant Date.]  If your   employment or service terminates prior to a Vesting Date as a result of   retirement on or after age fifty-five (55) with ten (10) or more years   of service, or retirement on or after age sixty-two (62) (“Retirement”),   (1) if your Retirement occurs on or after the first day of the twelfth   (12th) month following the month in which occurs the Grant Date, your RSUs   will continue to vest, subject to the terms of the Plan, on the same schedule   as would have applied had you continued your employment, and (2) if your   Retirement occurs prior to the first day of the twelfth (12th) month   following the month in which occurs the Grant Date, a portion of your RSUs   will be immediately forfeited, and the remainder of your RSUs will continue   to vest,  subject to the terms of the   Plan, on the same schedule as would have applied had you continued 
    


 

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your   employment; provided that under both clause (1) and (2), any RSUs that   have not been forfeited will be immediately vested if you die after   Retirement but prior to the scheduled Vesting Date or if you become entitled   to settlement of your vested RSUs as a result of termination of your employment   or service by reason of Retirement within two (2) years following the   occurrence of a “change in control event” within the meaning of Internal   Revenue Code Section 409A.  The   portion of your RSUs that are immediately forfeited will be equal to the   product obtained by multiplying the total number of your RSUs by a fraction,   the numerator of which is twelve (12) minus the number of full months of   service that you have completed during the twelve (12) month period that   begins on the first day of the month following the month in which occurs the   Grant Date, and the denominator of which is twelve (12).  If the foregoing calculation results in   forfeiture of a fractional RSU, the number of RSUs that are forfeited will be   rounded down to the next lower  whole   number of RSUs.  The number of RSUs   available on each Vesting Date will be reduced by a pro rata portion of the   total number of forfeited RSUs.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In   general, any RSUs that have not previously been forfeited will become fully   vested, even if not otherwise vested in accordance with the vesting schedule   above; if (1) a Change in Control (as defined in the Plan) has occurred   and (2) your employment with the Company and its Affiliates has been   involuntarily terminated for any reason other than Cause (or, if you have in   effect with the Company or an Affiliate an employment, retention, change in   control, severance or similar agreement that provides for “good reason”   termination and, in accordance with such agreement, you terminate employment   or service for “good reason”) within two years following the date of the   Change in Control.  The vesting of your   RSUs following a Change in Control will be governed by the terms of the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Upon   any other termination of employment or service, you will forfeit the RSUs   that have not yet vested.
    
	
 
    	
 
    	
 
    
	
Settlement   of Vested RSUs:
    	
 
    	
Settlement   of any RSUs that have become vested will occur on the earliest of the   following dates:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
1.  The Vesting Date applicable to the RSUs if   (a) you are continuously employed by the Company or an Affiliate from   the Grant Date through the Vesting Date or (b) you would have been   continuously employed by the Company or an Affiliate from the Grant Date   through the Vesting Date except for your Retirement.
    


 

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2.  As soon as practicable (and not more than   ninety (90) days) following your date of death.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
3.  Six (6) months following the date you   become disabled (as defined above).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
4.  In the case of any termination of your   employment or service in which you have vested RSUs (other than as a result   of disability or death), the date that would have been the latest Vesting   Date applicable to any of the RSUs if you had remained continuously employed   by the Company or an Affiliate from the Grant Date through the Vesting Date   (but not sooner than six (6) months from the termination of your   employment or service); provided, that distribution of all vested RSUs shall   be made six (6) months following termination of your employment or service,   if such termination occurs within two (2) years following the occurrence   of a “change in control event” within the meaning of Internal Revenue Code   Section 409A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding   the foregoing, in the event of your Retirement prior to the occurrence of a   “change in control event” within the meaning of Internal Revenue Code   Section 409A, any RSUs not previously forfeited will be vested and   settled as soon as practicable (and not more than ninety (90) days) following   the occurrence of such “change in control event”.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For   purposes of this Agreement, your employment or service will be terminated if   the Committee determines that you have incurred a “separation from service”   as such term is defined for purposes of Section 409A of the Internal   Revenue Code, taking into account, in the case of an absence from service for   disability, the maximum leave periods permitted under Section 409A for   disability leaves of absence.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Except   as provided below or in the Plan, your vested RSUs will be settled by   delivery to you or, in the case of your death, to your estate, of a   certificate(s) or credit in book entry form, for the number of shares of   Common Stock equal to the number of RSUs that are vested and that are to be   settled on that date.  Settlement will   be made on or as soon as practicable following the specified settlement date.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The   Fair Market Value of any fractional RSU, including any fractional RSU   remaining after the satisfaction of withholding obligations (as determined as   of the date the tax withholding is 
    


 

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determined)   will be paid to you in cash or will be applied as additional tax withholding   at the time your RSUs are settled.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding   anything to the contrary, settlement at the foregoing times is subject to any   deferral election that you have made, if eligible.
    
	
 
    	
 
    	
 
    
	
Nature   of RSUs:
    	
 
    	
Your   RSUs are not actual shares of Common Stock. Each RSU represents the right to   receive a share of Common Stock upon satisfaction of the terms and conditions   of the Award, but the RSU is not itself Common Stock.    No shares of Common Stock will be issued   unless and until the Company has determined to its satisfaction that such   issuance complies with all relevant provisions of applicable law, including   the requirements of any stock exchange on which the shares may then be   traded.
    
	
 
    	
 
    	
 
    
	
Transferability   of RSUs:
    	
 
    	
You   may not sell, transfer or otherwise alienate or hypothecate any of your   RSUs.   In addition, by accepting this   Award, you agree not to sell any shares of Common Stock delivered to you in   connection with this Award at a time when applicable laws (including   securities laws), Company or Affiliate policies or an agreement between the   Company and its underwriters or other terms and conditions of the Plan   prohibit a sale.
    
	
 
    	
 
    	
 
    
	
Voting   and Dividends:
    	
 
    	
Since   the RSUs are not actual shares of Common Stock, you may not exercise voting   rights, or receive dividends or other distributions paid with respect to   Common Stock, until such time as you become vested and receive actual shares   of Common Stock in settlement of your Award.    However, you will receive a credit equivalent to any dividends or   other distributions paid with respect to the Common Stock that you would have   received had your RSUs been actual shares of Common Stock, so long as the   applicable record date for such dividend or distribution occurs after the   Grant Date and before you forfeit such RSUs. This credit will be made in the   form of additional RSUs that will be subject to the same risk of forfeiture,   restrictions on transferability, settlement and other terms of this   Restricted Stock Unit Award Agreement as apply to the RSUs with respect to   which the dividend or distribution credit was granted.  In the case of any dividend or distribution   other than a dividend or distribution that is paid in shares of Common Stock,   the number of additional RSUs  will be   determined by dividing the dividend or distribution credit by the closing   share price of a share of Common Stock, as reported on the New York Stock   Exchange, on the dividend or distribution payment date. In the case of any   such dividend or distribution that is paid in shares of Common Stock, the   number of shares of Common Stock that you would have received as a result of   such 
    


 

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dividend   or distribution had your RSUs been actual shares of Common Stock will   constitute an equal number of additional RSUs. You will have no right to   dividend or distribution credits that are paid with respect to Common Stock   where the record date occurs on or after the date on which the RSUs have been   settled or the date on which you have forfeited the RSUs.
    
	
 
    	
 
    	
 
    
	
Tax   Withholding:
    	
 
    	
To   the extent that the receipt or the vesting of the RSUs, or dividend and other   distribution credits made with respect to the RSUs, or the transfer of Common   Stock in settlement of your RSU Award, results in income to you for Federal,   state or local income tax purposes or results in “wages” to you for FICA or   other employment tax purposes, the Company has the right and the authority to   deduct or withhold from any compensation payable to you an amount sufficient   to satisfy its withholding obligations under applicable tax laws or   regulations.  Alternatively, the   Company may require that you deliver to the Company at the time the Company   is obligated to withhold taxes in connection with such receipt or vesting, as   the case may be, such amount as the Company requires to meet its withholding   obligation under applicable tax laws or regulations.  The Company may also satisfy the   withholding requirement, in whole or in part, by withholding for its own   account that number of shares of Common Stock otherwise deliverable to you,   or by reducing the number of RSUs credited to you, on the date the tax is to   be determined having an aggregate Fair Market Value on the date the tax is to   be determined equal to the minimum statutory total tax that the Company must   withhold. 
    
	
 
    	
 
    	
 
    
	
Powers   of Company Not Affected:

 
    	
 
    	
The   existence of this Agreement or the RSUs    herein granted shall not affect in any way the right or power of the   Company or its shareholders 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 ahead   of 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 its assets or business, or any other   corporate act or proceeding, whether of a similar character or otherwise.
    
	
 
    	
 
    	
 
    
	
Employment:

 
    	
 
    	
The   granting of RSUs under this Agreement shall not be construed as granting to   you any right with respect to continued employment by the Company or an   Affiliate.
    
	
 
    	
 
    	
 
    
	
Interpretation:
    	
 
    	
As   a condition of the granting of this Award, you agree, for 
    


 

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yourself   and your legal representatives or guardians, the executor of your estate, and   your heirs, that this Agreement shall be interpreted by the Committee and   that any interpretation by the Committee of the terms of this Agreement or   the Plan and any determination made by the Committee pursuant to this   Agreement shall be final, binding and conclusive.
    
	
 
    	
 
    	
 
    
	
Assignment   of Agreement:
    	
 
    	
You   may not assign this Agreement, and any attempted assignment shall be null and   void and of no legal effect.
    
	
 
    	
 
    	
 
    
	
Amendment   or Modification:

 
    	
 
    	
No   term or provision of this Agreement may be amended, modified or supplemented   orally.  Amendment, modification or   supplementation can be accomplished only (a) by an instrument in writing   signed by the party against whom or which the enforcement of the amendment,   modification or supplement is sought, or (b) as otherwise provided in   the Plan.
    
	
 
    	
 
    	
 
    
	
Recoupment   and Clawback

 
    	
 
    	
As   a condition of the granting of this Award, you agree, for yourself and your   legal representative or guardians, the executor of your estate, and your   heirs, that this Agreement, and any RSU or Stock issued or cash paid pursuant   to this Agreement, shall be subject to any recoupment or clawback policy that   may be adopted by the Company from time to time and to any requirement of   applicable law, regulating or listing standard that requires the Company to   recoup or claw back compensation paid pursuant to this Award.
    
	
 
    	
 
    	
 
    
	
Governing   Law:
    	
 
    	
This   Agreement shall be governed by the internal laws of the State of Illinois,   without regard to the principle of conflict of laws, as to all matters,   including, but not limited to, matters of validity, construction, effect,   performance and remedies.  No legal   action or proceeding may be brought with respect to this Agreement more than   one year after the later of (a) the last date on which the act or   omission giving rise to the legal action or proceeding occurred; or   (b) the date on which the individual bringing such legal action or   proceeding had knowledge (or reasonably should have had knowledge) of such   act or omission.  Any such action or   proceeding must be commenced and prosecuted in its entirety in the federal or   state court having jurisdiction over Brown County, Wisconsin or Cook   County, Illinois, and each individual with any interest hereunder agrees   to submit to the personal jurisdiction thereof, and agrees not to raise the   objection that such courts are not a convenient forum.  Such action or other legal proceeding shall   be heard pursuant to a bench trial, and the parties to such proceeding shall   waive their rights to trial by jury.
    


 

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Certain   Corporate Transactions

 
    	
 
    	
Notwithstanding   anything in the Plan or this Agreement to the contrary, if at the time of a   Change in Control, or at any other time, your RSUs are cancelled and   converted to a cash value, and if such cancellation and conversion occurs   prior to the date on which vested amounts are to be settled under this   Agreement, the cash value of your cancelled and converted RSUs will accrue   interest equivalent at the prime rate of interest from the cancellation and   conversion date to the settlement date.
    
	
 
    	
 
    	
 
    
	
Severability:

 
    	
 
    	
In   the event any provision of this Restricted Stock Unit Award Agreement is held   illegal or invalid for any reason, the illegality or invalidity will not   affect the remaining provisions of the Agreement, and the agreement shall be   construed and enforced as if the illegal or invalid provision had not been   included.
    
	
 
    	
 
    	
 
    
	
Counterparts:
    	
 
    	
This   Agreement may be executed in counterparts.
    
	
 
    	
 
    	
 
    
	
Terms   of Plan Govern:
    	
 
    	
This   Restricted Stock Unit Award is granted under and, except as specifically   identified in this Agreement, governed by the terms and conditions of the   Plan as amended and in effect from time to time.  Additional provisions regarding your Award   and definitions of capitalized terms used and not defined in this Award can   be found in the Plan.  If you are   eligible for and make a timely election to defer the delivery of shares of   Common Stock that otherwise would be deliverable to you in accordance with this   Agreement, the shares of Common Stock that would otherwise be delivered  to you under this Agreement but that you   are eligible to and have elected to defer will continue to be held (even   after you have become vested) as stock units    that will be credited under and distributed in accordance with the   terms of the Deferred Compensation Plan; provided that the vesting and   forfeiture provisions set forth in this Agreement, and other terms and   conditions of the Plan affecting outstanding Plan awards, will continue to   apply to such stock units (and to any additional  stock units that may be credited to you as   a result of deemed dividends or other distributions) to the same extent as   such provisions, terms and conditions apply to the RSUs. 
    


 

	
 
    	
INTEGRYS   ENERGY GROUP, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Title:   
    	
Vice   President — Human Resources
    


 

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