EX-10.3






The Laclede Group




Equity Incentive Plan

Performance-Contingent

Restricted Stock Award Agreement




THIS AGREEMENT, made as of this 2nd day of November 2005, between The Laclede
Group, Inc. (the “Company”) and [Participant Full Name] (the “Participant”).



Pursuant to the terms of the Company’s Equity Incentive Plan as approved by shareholders in
January 2003 (the “Plan”), the Participant has been awarded shares of Restricted Stock conditioned
upon the execution and delivery by the Company and the Participant of this Agreement setting forth
the terms and conditions applicable to such award.



NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the
parties hereto hereby agree as follows:



1. Award of Restricted Stock. Pursuant to, and subject to, the terms and conditions set forth
herein and in the Plan, the Company awards to the Participant, effective as of the Award Date, a
maximum of [Number of Shares] shares of Common Stock of the Company, subject to the terms,
conditions and restrictions described in this Agreement and in the Plan (the
“Performance-Contingent Restricted Stock”).



2. Award Date. The Award Date of the Performance-Contingent Restricted Stock awarded under
this Agreement is November 2, 2005.



3. Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated
herein and made part hereof as if stated herein. If there is any conflict between the terms and
conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by
the Administrator, shall govern. All capitalized terms used herein, but not otherwise defined,
shall have the meaning given to such terms in the Plan.



4. Restrictions and Conditions. Except as otherwise provided in this Agreement, Participant
shall forfeit any and all right to the Performance-Contingent Restricted Stock under this Award
upon Participant’s termination of employment for Cause prior to the lapse of restrictions as
provided in Section 5. Notwithstanding the foregoing, if a Change in Control Termination, occurs
(a) within two years following the Change in Control or (b) prior to the lapse of restrictions
under section 5, whichever occurs first; this Award shall be deemed earned at target performance
level, and the restrictions shall be deemed lapsed as to such number of shares of
Performance-Contingent Restricted Stock determined by multiplying the total shares subject to this
Award by a fraction the numerator of which is the number of months in the Performance Period to the
date of the Change in Control and the denominator of which is the total number of months in the
Performance Period.



5. Lapse of Restrictions. The Participant accepts this Performance-Contingent Restricted
Stock Award and agrees that the restrictions relative to the Award shall lapse only following the
conclusion of the Performance Period and only to the extent the Administrator determines, in its
sole discretion, that the Performance Contingency set forth on Appendix A to this Agreement has
been met or exceeded. If the Administrator determines that:




	 	(a)	 	the Target level of performance has been achieved, the restrictions relative
to all of the shares of Performance-Contingent Restricted Stock shall lapse and the
Participant shall become vested in all of such shares,






	 	(b)	 	the Threshold level of performance has been achieved, the restrictions relative
to 50% of the shares of Performance-Contingent Restricted Stock shall lapse and the
Participant shall become vested in 50% of the Performance Contingent Restricted Stock,
or






	 	(c)	 	performance has been achieved between the Threshold and Target levels of
performance, the Administrator shall interpolate for performance between the Threshold
and Target levels and shall determine the additional number of shares of Performance
Contingent Restricted Stock as to which the restrictions shall lapse, such additional
number to be determined by the Administrator in its discretion.





Vesting of any shares under this Agreement shall occur on the date of the anniversary of the
Award Date following the certification of the satisfaction of the Performance Contingency by the
Board of Directors; provided, that no shares shall vest if Participant is
terminated for Cause prior to the vesting date. Any shares as to which any or all of the
Performance Contingency has not been satisfied shall be forfeited.



In addition, if a Participant dies during the Performance Period or leaves the employment of
the Company due to retirement (including early retirement and disability retirement) or disability
during the Performance Period, the Participant will be eligible to earn a prorated Award based on
the number of full months as a Participant during the Performance Period, as the Administrator may
determine, and will be eligible to receive the underlying shares if the Performance Contingency is
satisfied and the restrictions lapse as outlined in this Section 5.



6. Shareholder Rights. Participant shall have all of the rights of a shareholder of the
Company with respect to shares of Performance-Contingent Restricted Stock, including the right to
vote and to receive dividends, but remain subject to the non-transferability restrictions set forth
in Section 8 of this Agreement.



7. How Shares are Held. The Performance-Contingent Restricted Stock shall be held by a
Company custodian until all of the restrictions have lapsed and all applicable terms and conditions
have been met. The Company shall cause the shares of Performance-Contingent Restricted Stock to be
issued without a restrictive legend to be issued when all restrictions lapse as provided in Section
5.



8. Shares Non-Transferable. Shares of Performance-Contingent Restricted Stock awarded
hereunder shall not be transferable by Participant and may not be, sold, assigned, disposed of, or
pledged or hypothecated as collateral for a loan or as security for performance of any obligation
or for any other purpose until after the restrictions have lapsed as provided in Section 5.



9. Right to Continued Employment. Nothing in this Agreement shall confer on the Participant
any right to continuance of employment by the Company or a subsidiary nor shall it interfere in any
way with the right of Participant’s employer to terminate Participant’s employment at any time.



10. Tax Withholding and Tax Election. The Company shall not be obligated to transfer any
shares of Performance-Contingent Restricted Stock until Participant pays to the Company in cash, or
any other form of property acceptable to the Company, the amount required to be withheld for any
federal, state or local income, FICA or other taxes of any kind with respect to such shares. The
Participant may, by notice to the Company, elect to have such withholding satisfied by a reduction
of the number of shares otherwise so deliverable, such reduction to be calculated based on the Fair
Market Value of the Common Stock on the date the restrictions lapse as provided in Section 5. The
Company and its subsidiaries shall, to the extent permitted by law, have the right to deduct such
taxes, from any payment of any kind otherwise due to Participant. Until the restrictions have
lapsed as provided in Section 5, any dividends paid relative to the Performance Contingent
Restricted Stock shall be treated as compensation and subject to tax withholdings in accordance
with tax laws then in effect.



The Participant may, but is not required to, elect to apply the rules of Section 83(b) of the
Internal Revenue Code, as amended (“Code”) to the issuance of the shares of Performance-Contingent
Restricted Stock that is subject to a substantial risk of forfeiture. If the Participant makes an
affirmative election under Section 83(b) of the Code, the Participant must file such election
within 30 days after the date of this Agreement with the Internal Revenue Service and notify the
Company within 30 days after making such election.



11. Confidential Information and Restrictions on Soliciting Employees. Notwithstanding any
provision of this Agreement to the contrary, all proceeds realized, or that could be realized on
sale of the Shares by the Participant as a result of this Award, shall be payable to the Company by
the Participant if, during the period beginning on the date hereof and ending eighteen months
following the date the Participant’s employment with the Company and its subsidiaries terminates
provided that such termination is other than a Change in Control Termination, the Participant: (1)
discloses Confidential Information, as defined below, to any person not employed by the Company or
not engaged to render services to the Company; or (2) Solicits Employees, as defined below.



For purposes of this Section 11, “Confidential Information” means any confidential information
obtained by the Participant while in the employ of the Company or a subsidiary, including, without
limitation, any of the Company’s or subsidiary’s inventions, processes, methods of distribution,
customers or trade secrets; provided, however, that this provision shall not preclude the
Participant from use or disclosure of information known generally to the public or of information
not considered confidential by persons engaged in the business conducted by the Company or
subsidiary or from disclosure required by law or court order.



“Solicits Employees” means the Participant’s direct or indirect hire, solicit to hire, or
attempt to induce any employee of the Company or a subsidiary (who is an employee of the Company or
a subsidiary as of the time of such hire or solicitation or attempt to hire) or any former employee
of the Company or a subsidiary (who was employed by the Company or a subsidiary within the 12-month
period immediately preceding the date of such hire or solicitation or attempt to hire) to leave the
employment of the Company or a subsidiary.



12. Integration. This Agreement, and the other documents referred to herein or delivered
pursuant hereto which form a part hereof, contain the entire understanding of the parties with
respect to its subject matter. There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings with respect to the subject matter hereof other than those
expressly set forth herein. This Agreement, including without limitation the Plan, supersedes all
prior agreements and understandings between the parties with respect to its subject matter and may
only be amended by mutual written consent of the parties.



13. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Missouri, without regard to the provisions governing
conflict of laws.



14. Compliance with Laws and Regulations. The obligation of the Company to deliver shares of
Performance-Contingent Restricted Stock hereunder shall be subject to all applicable federal and
state laws, rules and regulations and to such approvals by any government or regulatory agency as
may be required.



15. Participant Acknowledgment. By accepting this Award, the Participant acknowledges receipt
of a copy of the Plan, and acknowledges that all decisions, determinations and interpretations of
the Committee in respect of the Plan and this Agreement shall be final and conclusive.



In addition, the Participant acknowledges that violation by the Participant of Section 11 of
this Agreement will obligate the Participant to pay to the Company all proceeds realized or that
could be realized by the Participant as a result of this Award.



The Laclede Group, Inc.



By:      



D. H. Yaeger



Title: Chairman of the Board, President and Chief Executive Officer



     



[Participant]



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Appendix A to




Performance Contingent Restricted Stock Award to [Participant Full Name]




Performance Period. The “Performance Period” for this Award shall be the period
beginning November 2, 2005 and ending September 30, 2008.



Performance Contingency. The “Performance Contingency” for this Award is comprised of
two performance measures: EPS Growth, weighted at 70%, and Dividend Growth, weighted at 30%.




	 	i)	 	EPS Growth – EPS Growth is measured as the
average of the annual earnings per share of common stock for fiscal years 2006,
2007 and 2008. The Threshold and Target levels of performance are:






Threshold: average of $    per share or above;




Target: average of $    per share or above. 




	 	ii)	 	Dividend Growth – Dividend Growth is measured as
the total dividends per share declared on the Company’s common stock in fiscal
year 2008. The Threshold and Target levels of performance are:






Threshold: dividends declared of $    per share or above;




Target: dividends declared of $    per share or above. 




2