Nicor Directors Stock Value Plan


     

    Nicor
      Inc.

    Form
      10-Q

    Exhibit
      10.03

    
 

    
      NICOR
        INC. 

      DIRECTORS'
        STOCK VALUE PLAN

       

      (As
        Amended and Restated Effective January 1, 2008)

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    

      
        	
                TABLE
                  OF CONTENTS

              
	 	 	 	 
	 SECTION
                1 GENERAL	
                 

              	
                1

              
	 	 	 	 
	       
                1.1	         
                Purpose 	
                 

              	
                1

              
	       
                1.2	         
                Plan Administration 	 	
                1

              
	        1.3	         
                Applicable Law 	
                 

              	
                1

              
	    
                	 	
                 

              	 
	 SECTION
                2 AWARDS	 	
                1

              
	 	 	
                 

              	
                 

              
	       
                2.1	         
                General 	
                 

              	
                1

              
	       
                2.2	          Definition	 	
                2

              
	       
                	 	
                 

              	
                 

              
	 SECTION
                3 OPERATION AND ADMINISTRATION	
                3

              
	 	
                 

              	
                 

              	
                 

              
	        3.1 	         
                Effective Date 	
                 

              	
                3

              
	       
                3.2	         
                Shares Subject to Plan 	 	
                3

              
	       
                3.3	
                         
                  Adjustments to Shares

              	
                 

              	
                3

              
	       
                3.4	         
                Limit on Distribution	 	
                3

              
	 	
                 

              	
                 

              	
                 

              
	SECTION
                4 AMENDMENT AND TERMINATION	
                3

              
	 	 	 	 


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NICOR
      INC.

    DIRECTORS'
      STOCK VALUE PLAN

    (As
      Amended and Restated Effective January 1, 2008)

    


    SECTION
      1

     

    GENERAL

     

    1.1  Purpose. 
      The
      NICOR
      Inc. Directors' Stock Value Plan (the “Plan”) has been established by NICOR Inc.
      (the “Company”) effective as of January 1, 1995 to promote the interests of the
      Company and its stockholders by enhancing the Company’s ability to attract and
      retain the services of experienced and knowledgeable directors and by
      encouraging such directors to acquire an increased proprietary interest in
      the
      Company. The Plan has been amended from time to time and the following is an
      amendment and restatement of the Plan effective January 1, 2008, except as
      otherwise specifically provided herein.

     

    1.2  Plan
      Administration.  The
      authority to control and manage the operation and administration of the Plan
      shall be vested in the Compensation Committee of the Board of Directors of
      the
      Company (the “Committee”), whose decisions on all matters regarding the
      operation and administration of the Plan shall be final. 

     

    1.3  Applicable
      Law.  The
      Plan
      shall be construed and administered in accordance with the laws of the State
      of
      Illinois. 

     

    SECTION
      2

     

    AWARDS

     

    2.1  General.
      

     

    
      	(a)  	
              As
                of the Award Date for each Plan Year, each Director who is an Eligible
                Director both on the first day of that Plan Year and on such Award
                Date
                shall be granted an “Award” for the year equal to the Fair Market Value of
                1,200 shares of common stock of the Company (“Stock”) on such date. The
                Award will be payable in cash, a “Cash Distribution” or at the election of
                the Director, one-half of the Award may be paid in the form of Stock,
                or a
                “Stock Award.”

            


    

     

    
      	(b)  	
              A
                Director who becomes an Eligible Director during a Plan Year on a
                date
                other than the first day of the Plan Year, shall receive a prorated
                Award
                to reflect the portion of the Plan Year in which he is an Eligible
                Director. If the Director becomes an Eligible Director after the
                Award
                Date for such Plan Year, then such Award shall be made on the date
                that
                the Director becomes an Eligible Director and the Fair Market Value
                of the
                shares of Stock subject to such Award shall be determined on such
                date. If
                the Director becomes an Eligible Director before the Award Date for
                such
                Plan Year, then the Award will be made on the Award Date and the
                Fair
                Market Value of the shares of Stock subject to such Award shall be
                determined on the Award Date. All such Awards will be payable only
                in the
                form of a Cash Distribution. 

            


    

     

    
      
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      	(c)  	
              A
                Director who ceases to be an Eligible Director during a Plan Year
                for any
                reason other than death or Disability prior to the Award Date for
                the year
                shall not be entitled to receive an Award for the year. An Eligible
                Director who ceases to be a Director prior to the Award Date for
                the year
                by reason of death or Disability will remain eligible to receive
                an Award
                for such year. 

            


    

     

    
      	(d)  	
              An
                Eligible Director may elect to defer receipt of an Award payable
                after
                January 1, 2008 under the terms of the NICOR Inc. Directors’ Deferred
                Compensation Plan; in which case such Award shall be payable at such
                time
                and in such form as is permissible under the NICOR Inc. Directors’
                Deferred Compensation Plan. 

            


    

     

    2.2  Definitions. 
      The
      following terms used in the Plan shall be defined as follows: 

     

    
      	(a)  	
              The
                term “Award” shall mean the Fair Market Value of 1,200 shares of Stock, or
                such prorated amount as determined under Section 2.1(b) granted to
                an
                Eligible Director.
                

            


    

     

    
      	(b)  	
              The
                “Award Date” shall be the first business day of the fifth full calendar
                month following the first day of the Plan Year.


            


    

     

    
      	(c)  	
              The
                “Board” shall be the Board of Directors of the Company. A “Director” is a
                member of the Board, and each Director who is not an employee of
                the
                Company or any Related Company shall be an “Eligible
                Director”.

            


    

     

    
      	(d)  	
              A
                Director shall be considered to have a “Disability” during the period in
                which he is unable, by reason of a medically determinable physical
                or
                mental impairment, engage in any substantial gainful activity, which
                condition, in the opinion of a physician selected by the Committee,
                is
                expected to have a duration of not less than 120 days.
                

            


    

     

    
      	(e)  	
              The
                “Fair Market Value” of a share of Stock as of any date shall be the
                closing market composite price for such Stock as reported for the
                New York
                Stock Exchange Composite Transactions on that date or, if Stock is
                not
                traded on that date, on the next preceding date on which Stock was
                traded.
                

            


    

     

    
      	(f)  	
              The
                “Plan Year” is the period (i) beginning on the date on which members of
                the Board begin their yearly term as Board members following the
                election
                of Directors at the Company’s annual stockholders meeting and (ii) ending
                on the day immediately prior to the first day of the following Plan
                Year.
                The first Plan Year shall begin on the Effective Date.
                

            


    

     

    
      	(g)  	
              A
                “Related Company” is any corporation during any period in which it is a
                Subsidiary, or during any period in which it directly or indirectly
                owns
                50% or more of the total combined voting power of all classes of
                stock of
                the Company that are entitled to vote. A “Subsidiary” is any corporation
                during any period in which 50% or more of the total combined voting
                power
                of all classes of stock entitled to vote is owned, directly or indirectly,
                by the Company. 

            


    

     

    
      
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    SECTION
      3  

     

    OPERATION
      AND ADMINISTRATION 

     

    3.1  Effective
      Date. 
      The Plan shall be effective as of the “Effective Date”, which is the date on
      which Directors begin their yearly term of office on the Board following
      election at the Company’s 1995 annual stockholders meeting. This
      amended and restated Plan is effective as of January 1, 2008, unless otherwise
      specifically provided herein.

     

    3.2      Shares
      Subject to Plan. 
      The shares of Stock with respect to which Stock Awards may be made under the
      Plan shall be authorized and unissued shares, Treasury shares, or issued and
      outstanding shares purchased in the market for that purpose. 

     

    3.3     
      Adjustments
      to Shares. 
      If
      the
      Company shall effect any subdivision or consolidation of shares of Stock or
      other capital readjustment, payment of stock dividend, stock split, combination
      of shares or recapitalization or other increase or reduction of the number
      of
      shares of Stock outstanding without receiving compensation therefor in money,
      services or property, then the Committee shall equitably and proportionally
      adjust the number of shares of Stock subject to future grant under Section
      2.1(a) of the Plan and the definition of an Award under Section
      2.2(a)

     

    3.4     
      Limit
      on Distribution.
       Distribution of shares of Stock or other amounts under the Plan shall be
      subject to the following: 

     

    
      	(a)  	
              Notwithstanding
                any other provision of the Plan, the Company shall have no liability
                to
                deliver any shares of Stock under the Plan or make any other distribution
                of benefits under the Plan unless such delivery or distribution would
                comply with all applicable laws and the applicable requirements of
                any
                securities exchange or similar
                entity. 

            


    

     

    
      	(b)  	
              To
                the extent that the Plan provides for issuance of certificates to
                reflect
                the transfer of shares of Stock, the transfer of such shares may,
                at the
                direction of the Committee, be effected on a non-certificated basis,
                to
                the extent not prohibited by the provisions of Securities and Exchange
                Commission Rule 16b-3, applicable local law, the applicable rules
                of any
                stock exchange, or any other applicable rules.


            


    

     

    SECTION
      4  

     

    AMENDMENT
      AND TERMINATION

     

    The
      Board
      may, at any time, amend or terminate the Plan, provided that no amendment or
      termination may adversely affect the rights of any Director or beneficiary
      under
      any Award made under the Plan prior to the date such amendment or termination
      is
      adopted by the Board. Notwithstanding the provisions of this Section 4, in
      no
      event shall the provisions of the Plan relating to Awards under the Plan be
      amended more than once every six months, other than to comport with changes
      in
      the Internal Revenue Code of 1986, as amended, the Employee Retirement Income
      Security Act, or the rules thereunder; provided, however, that the limitation
      set forth in this sentence shall be applied only to the extent required under
      Securities and Exchange Commission Rule 16b-3(c)(2)(ii)(B) or any successor
      provision thereof. 

     

    
      
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