exhibit_10m12.htm


    Exhibit
10(m)12


       

      ALLETE
2008 Form 10-K

       

      ALLETE

      EXECUTIVE
LONG-TERM INCENTIVE COMPENSATION PLAN

      RESTRICTED
STOCK UNIT GRANT

      


      


      


      


      Name

      


      


      


      


      In
accordance with the terms of ALLETE’s Executive Long-Term Incentive Compensation
Plan (the "Plan"), as determined by and through the Executive Compensation
Committee of ALLETE’s Board of Directors, ALLETE hereby grants to you (the
"Participant") Restricted Stock Units (“RSU’s”) as set forth below, payable in
the form of ALLETE Common Stock, subject to the terms and conditions set forth
in this Grant, including Annex A hereto, and all documents incorporated herein
by reference:

      


      


      Number of Restricted Stock
Units:

      


      Date of Grant:

      


      Vesting Period:

      


      This
Grant is made in accordance with the Plan, which was approved by ALLETE’s
shareholders at the 2005 Annual Meeting.

      


      Further
terms and conditions of the Grant are set forth in Annex A hereto, which is an
integral part of this Grant.

      


      All
terms, provisions and conditions set forth in the Plan and not set forth herein
are incorporated by reference.

      


      


      IN
WITNESS WHEREOF, ALLETE has caused this Grant to be executed by its Chairman,
President and Chief Executive Officer as of the date and year first above
written.

      


      


      


      ALLETE

                              

                               By: Donald J. Shippar

      
                            Chairman, President
and CEO

      


      


      


      


      Attachment:  Annex
A


      
        
           


        

        
           


          
            

          

        

        
           


        

      




      ANNEX
A

      TO

      ALLETE
EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN

      RESTRICTED
STOCK UNIT GRANT

      


      The grant of restricted stock units
(each , a “RSU”) under the ALLETE Executive Long-Term Incentive Compensation
Plan (the “Plan”), evidenced by the Grant to which this is annexed, is subject
to the following additional terms and conditions:

      


      1.  Form and Timing of
Payment.  Subject to the provisions hereof, each RSU will be
paid in the form of one share of ALLETE common stock (each, a “Share”), plus
accrued dividend equivalents, which shares will be deposited into an account for
the Participant in the ALLETE Invest Direct plan.  Except as otherwise
provided in sections 3 and 4, below, payment will be made during the period
ending sixty days after the end of the vesting period; provided, however, the
Participant will not be permitted, directly or indirectly, to designate the
taxable year of the distribution.  Payment will be subject to
withholding Shares equal in value to the Participant’s income tax
obligation.

      


      2.  Dividend Equivalents.
The Participant will receive Dividend Equivalents in connection with the RSU’s
granted.  Dividend Equivalents will be calculated and credited to the
Participant at the time the underlying RSU’s are paid.  Dividend
Equivalents shall be in the form of additional RSU’s, which shall be added to
the number of RSU’s subject to the grant, and which shall equal the number of
Shares (including fractional Shares) that could have been purchased on the
dividend payment dates based on the closing price as reported in the
consolidated transaction reporting system on that date with cash dividends that
would have been paid on the RSU’s, if such RSU’s were Shares.

      


      3.  Payment Upon Retirement,
Death or Disability; Forfeiture Upon Other Termination of Employment or
Unsatisfactory Job Performance.

      


      3.1  Subject to Section 3.4
below, if during the vesting period the Participant (i) Retires, (ii) dies while
employed by ALLETE or any Related Company, or (iii) becomes Disabled, a portion
of the unvested RSU’s subject to the Grant will vest and be paid to the
Participant (or the Participant’s beneficiary or estate)  during the
period ending sixty days after such event; provided, however, the Participant
will not be permitted, directly or indirectly, to designate the taxable year of
the distribution. Payment pursuant to this Section 3.1 shall be prorated, after
giving effect to the accumulation of Dividend Equivalents, based on the number
of whole calendar months within the vesting period that had elapsed as of the
date of Retirement, death or Disability in relation to the number of calendar
months in the vesting period. For purposes of this calculation, the Participant
will be credited with a whole month if the Participant was employed on the
15th
of the month.

      


      3.2  If during the vesting
period or prior to payment of all RSU’s the Participant has a Separation from
Service for any reason other than those specified in Section 3.1 above, all
unvested or unpaid RSU’s subject to the Grant will be forfeited on the date of
such Separation from Service.

      


      3.3  If during the vesting
period or prior to payment of all Shares the Participant is demoted, or if
ALLETE determines, in its sole discretion, that the Participant’s job
performance is unsatisfactory, ALLETE may cancel or amend the Participant’s
grant relating to any unpaid RSU’s, resulting in the forfeiture of some portion
or all of the Participant’s unpaid RSU’s.

      


      3.4  Notwithstanding anything
herein to the contrary, if the Participant becomes entitled to a payment of the
RSU’s by reason of the Participant’s Retirement and if the Participant is a
Specified Employee on the date of such Retirement, payment shall not be made
until the earlier of: (i) the expiration of the six-month period beginning on
the date of Participant’s Retirement, or (ii) the date of the Participant’s
death.  The payment to which a Specified Employee would otherwise be
entitled during this six-month period shall be paid, together with dividend
equivalents that have accrued during this six-month delay, during the seventh
month following the date of the Participant’s Retirement, or, if earlier, the
date of the Participant’s death.

      


      4.  Change in
Control.   Upon the occurrence of a Change in Control,
unless the Committee provides otherwise prior to the Change in Control,
outstanding unvested RSU’s shall immediately vest and be payable to the
Participant during the period ending sixty days after the Change in Control;
provided, however, the Participant will not be permitted, directly or
indirectly, to designate the taxable year of the distribution.  Any
payment on account of a Change in Control will be prorated, after giving effect
to the accumulation of Dividend Equivalents, based on the number of whole
calendar months within the three-year vesting period that had elapsed as of the
date of the Change in Control in relation to the number of calendar months in
the three-year vesting period. For purposes of this calculation, the Participant
will be credited with a whole month if the Participant was employed on the
15th
of the month.

      


      5.  Ratification of
Actions.  By receiving the Grant or other benefit under the
Plan, the Participant and each person claiming under or through Participant
shall be conclusively deemed to have indicated the Participant’s acceptance and
ratification of, and consent to, any action taken under the Plan or the Grant by
ALLETE, the Board, or the Committee.

      


      6.  Notices.  Any
notice hereunder to ALLETE shall be addressed to ALLETE, 30 West Superior
Street, Duluth, Minnesota 55802, Attention:  Manager - Executive
Compensation and Employee Benefits, Human Resources, and any notice hereunder to
the Participant shall be directed to the Participant’s address as indicated by
ALLETE’s records, subject to the right of either party to designate at any time
hereafter in writing some other address.

      


      7.  Governing Law and
Severability.  To the extent not preempted by the Federal law,
the Grant will be governed by and construed in accordance with the laws of the
State of Minnesota, without regard to its conflicts of law
provisions.  In the event any provision of the Grant shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Grant, and the Grant shall be construed and enforced
as if the illegal or invalid provision had not been included.

      


      8.  Definitions.  Capitalized
terms not otherwise defined herein shall have the meanings given them in the
Plan.  The following definitions apply to the Grant and this Annex
A:

      


      8.1      “Change
in Control” means the earliest of:

       

      
        	
                (i)  

              	
                the
      date any one Person, or more than one Person acting as a group (as the
      term “group” is used in Treasury Regulations section
      1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Company that,
      together with stock previously held by the acquirer, constitutes more than
      fifty (50%) percent of the total fair market value or total voting power
      of Company stock.  If any one Person, or more than one Person
      acting as a group, is considered to own more than fifty (50%) percent of
      the total fair market value or total voting power of Company stock, the
      acquisition of additional stock by the same Person or Persons acting as a
      group does not cause a Change in Control.  An increase in the
      percentage of stock owned by any one Person, or Persons acting as a group,
      as a result of a transaction in which Company acquires its stock in
      exchange for property, is treated as an acquisition of
    stock;

              


      

       

      
        	
                (ii)  

              	
                the
      date any one Person, or more than one Person acting as a group (as the
      term “group” is used in Treasury Regulations section
      1.409A-3(i)(5)(v)(B)), acquires (or has acquired during the twelve (12)
      month period ending on the date of the most recent acquisition by that
      Person or Persons) ownership of Company stock possessing at least thirty
      (30%) percent of the total voting power of Company
  stock;

              


      

       

      
        	
                (iii)  

              	
                the
      date a majority of the members of the Company’s board of directors is
      replaced during any twelve (12) month period by directors whose
      appointment or election is not endorsed by a majority of the members of
      the board of directors prior to the date of appointment or election;
      or

              


      

       

      
        	
                (iv)  

              	
                the
      date any one Person, or more than one Person acting as a group (as the
      term “group” is used in Treasury Regulations section
      1.409A-3(i)(5)(v)(B)), acquires (or has acquired during the twelve (12)
      month period ending on the date of the most recent acquisition by that
      Person or Persons) assets from the Company that have a total gross fair
      market value equal to at least forty (40%) percent of the total gross fair
      market value of all the Company’s assets immediately prior to the
      acquisition or acquisitions.  For this purpose, “gross fair
      market value” means the value of the corporation’s assets, or the value of
      the assets being disposed of, without regard to any liabilities associated
      with these assets.

              


      

       

      In
determining whether a Change in Control occurs, the attribution rules of Code
section 318 apply to determine stock ownership.  The stock underlying
a vested option is treated as owned by the individual who holds the vested
option, and the stock underlying an unvested option is not treated as owned by
the individual who holds the unvested option.  The term “Person” used
in this definition means any individual, corporation (including any non-profit
corporation), general, limited or limited liability partnership, limited
liability company, joint venture, estate, trust, firm, association, organization
or other entity or any governmental or quasi-governmental authority,
organization, agency or body.

       

      8.2           “Code”
means the Internal Revenue Code of 1986, as it may be amended from time to
time.

       

      8.3           “Disability”
or “Disabled” means a physical or mental condition in which the Participant
is:

       

      
        	
                (i)  

              	
                unable
      to engage in any substantial gainful activity by reason of any medically
      determinable physical or mental impairment that can be expected to result
      in death or can be expected to last for a continuous period of not less
      than twelve (12) months;

              


      

       

      
        	
                (ii)  

              	
                by
      reason of any medically determinable physical or mental impairment which
      can be expected to result in death or can be expected to last for a
      continuous period of not less than twelve (12) months, receiving income
      replacement benefits for a period of not less than three (3) months under
      the Employer’s accident and health
plan;

              


      

       

      
        	
                (iii)  

              	
                determined
      to be totally disabled by the Social Security Administration;
      or

              


      

       

      
        	
                (iv)  

              	
                disabled
      pursuant to an Employer-sponsored disability insurance arrangement
      provided that the definition of disability applied under such disability
      insurance program complies with the foregoing definition of
      Disability.

              


      

       

      8.4           “Related
Company” means the ALLETE, Inc. and all persons with whom the ALLETE, Inc. would
be considered a single employer under Code section 414(b) (employees of
controlled group of corporations), and all persons with whom such person would
be considered a single employer under Code section 414(c) (employees of
partnerships, proprietorships, etc., under common control); provided that in
applying Code sections 1563(a)(1), (2), and (3) for purposes of determining a
controlled group of corporations under Code section 414(b), the language “at
least 50 percent” is used instead of “at least 80 percent” each place it appears
in Code sections 1563(a)(1), (2), and (3), and in applying Treasury Regulations
section 1.414(c)-2 for purposes of determining trades or businesses (whether or
not incorporated) that are under common control for purposes of Code section
414(c), “at least 50 percent” is used instead of “at least 80 percent” each
place it appears in Treasury Regulations section 1.414(c)-2.

      


      8.5           “Retirement”
means Separation from Service, for reasons other than death or Disability, on or
after attaining Normal Retirement Age or Early Retirement Age as defined in the
Minnesota Power and Affiliated Companies Retirement Plan A, without regard to
whether the Participant is a participant under the Minnesota Power and
Affiliated Companies Retirement Plan A.

       

      8.6           
“Separation from Service” means that the Participant terminates employment
within the meaning of Treasury Regulations section 1.409A-1(h) and other
applicable guidance with all Related Companies.  Whether a termination
of employment has occurred is determined under the facts and circumstances, and
a termination of employment shall occur if all Related Companies and the
Participant reasonably anticipate that no further services shall be performed
after a certain date or that the level of bona fide services the Participant
shall perform after such date (as an employee or an independent contractor)
shall permanently decrease to no more than 20 percent of the average level of
bona fide services performed (whether as an employee or an independent
contractor) over the immediately preceding 36-month period (or the full period
of services to the Related Companies if the Participant has been providing
services to the Related Companies less than 36 months).  A Participant
shall not be considered to separate from service during a bona fide leave of
absence for less than six (6) months or longer if the Participant retains a
right to reemployment with any Related Company by contract or
statute.  With respect to disability leave, a Participant shall not be
considered to separate from service for 29 months unless the Participant
otherwise terminates employment or is terminated by all Related
Companies.

      


      8.7           “Specified
Employee” means a Participant who is subject to the six-month delay rule
described in Code section 409A(2)(B)(i), determined in accordance with
guidelines adopted by the Board from time to time as permitted by Section 409A
of the Code and Treasury Regulations section 1.409A-1 et seq., as they both may
be amended from time to time, and other guidance issued by the Treasury
Department and Internal Revenue Service thereunder.