Exhibit 4.08


 


Participant
Copy

Retain for your records


 


XCEL ENERGY INC.


2005 OMNIBUS INCENTIVE PLAN


RESTRICTED STOCK AGREEMENT


 


This
Agreement, dated and effective <<Month Day>>, <<Year>>,
by and between Xcel Energy Inc., a Minnesota corporation (“Xcel Energy”) and
<<Name>> (the “Participant”) evidences an award of restricted stock
and the applicable terms and conditions of the award.


 


1.             Shares Awarded.  Xcel Energy awards the Participant
<<share number>> shares of Common Stock of Xcel Energy (the “Shares”)
pursuant to the Xcel Energy Inc. 2005 Omnibus Incentive Plan (the “Plan”), upon
the terms and conditions of the Plan and this Agreement.  The Plan as currently in effect is
incorporated by reference and the Participant acknowledges the receipt of a
copy thereof.


 


2.             Restrictions on Transfer and Restricted Periods.


 


(a)           During the respective periods hereinafter described (the “Restricted
Periods”), the Shares may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Participant, except as hereinafter provided.


 


(b)           The restrictions described above shall commence on the date of this
Agreement (the “Commencement Date”) and, except as provided in paragraph 2(c)
or paragraph 3, shall terminate with respect to the Shares on <<vesting
schedule>>


 


(c)           Shares will vest and be available upon the expiration of the applicable
Restricted Period or, if earlier, upon a Change in Control as defined in the
Plan.  The Committee of the Board of
Directors, designated as the Plan administrator (the “Committee”), shall have
the authority, in its discretion, to accelerate the lapse of restrictions
whenever the Committee determines that such action is appropriate by reason of
changes in applicable tax or other laws, or other changes in circumstances
occurring after the commencement of the Restricted Periods.


 


3.             Termination of Service.  If the
Participant ceases to maintain an active employment relationship with Xcel
Energy and its affiliates as defined in the Plan for any reason other than
permanent and total disability (for purposes of this Plan disability is defined
as qualification for long term disability benefits under a company sponsored
plan), death or retirement (for purposes of this Plan retirement is defined as
a time when you are eligible for retirement under any defined benefit pension
plan of Xcel Energy and its subsidiaries in which you participate at the time
of your termination), all shares which are subject to the restrictions imposed
by paragraph 2 shall be forfeited and returned to Xcel Energy; provided,
however, that if the Participant ceases employment by reason of permanent and
total disability, death or retirement, the restrictions shall lapse.


 





















 


4.             Certificates for Shares.  If no
election is filed under Section 83(b) of the Internal Revenue Code of 1986, or
any amendment or substitute therefor (“Code”) for immediate taxation, Xcel
Energy shall hold the Shares in its custody on behalf of the Participant in a
segregated account with a nominee name. 
As restrictions are released, the Shares will be automatically
transferred to the account of the Participant in Xcel Energy’s Dividend
Reinvestment and Stock Purchase Plan.


 


If
the Participant makes an election under Code Section 83(b) on or before
<<within 30 days of award date>>, to accept immediate taxation of
the Shares, which election form shall be delivered to Xcel Energy in care of
the Director, Total Compensation, Xcel Energy shall cause certificates to be
issued from the nominee account in the name of the Participant for the number
of whole shares in the Participant’s account and shall hold such certificates
for the Participant until expiration of the Restricted Period.  Any fractional share shall be retained in the
Participant’s account.  Such certificates
shall bear the following legend prior to the expiration of the Restricted
Period applicable thereto:


 


“The transferability of this
certificate and the shares of stock represented hereby are subject to the terms
and conditions (including forfeiture) contained in the Xcel Energy Inc. 2005
Omnibus Incentive Plan and an Agreement entered into between the registered
owner and Xcel Energy Inc., a Minnesota corporation.  Copies of such Plan and Agreement are on file
in the Human Resources Department, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis,
Minnesota.”


 


Simultaneously
with the execution of this Agreement or at any time requested by Xcel Energy,
the Participant will execute a stock power endorsed in blank and promptly
deliver such stock power to Xcel Energy with respect to restricted Shares and
Shares purchased with dividends thereon. 
Xcel Energy may condition the issuance or delivery of restricted Shares
upon receipt of such stock power.


 


5.             Participant’s Rights.  Except
as otherwise provided herein, Participant shall have all the rights of a
stockholder, including, but not limited to, the right to vote all of the
Shares.  Dividends payable on Shares
shall be reinvested in additional shares of Common Stock which Xcel Energy at
its discretion may purchase through Xcel Energy’s Dividend Reinvestment and
Stock Purchase Plan for the account of the Participant at the same time as
dividends are reinvested under said Dividend Reinvestment Plan for the
participants in that Plan. Any additional shares of Common Stock purchased by
reinvested dividends shall be subject to the same Restricted Periods as the
original Shares awarded and deemed to be Shares for purpose of this Agreement


 


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6.             Expiration of Restricted Period.  Upon the
expiration of the Restricted Period with respect to any Shares or lapse of
restrictions for any other reason as provided in this Agreement, Xcel Energy
shall cause the Shares released from restriction to be transferred to the
account of the Participant in Xcel Energy’s Dividend Reinvestment and Stock
Purchase Plan.  If the Participant dies
before the restrictions lapse, and unless the Participant has directed
otherwise in writing delivered to the Xcel Energy Executive Compensation Department,
the certificates in respect of such restricted Shares shall be reissued and
delivered to the Participant’s legal spouse, otherwise to the estate free of
the restrictions referred to in paragraph 2 above and without the legend
provided for in paragraph 4 above.


 


7.             Changes in Capitalization of Xcel Energy.  If there
is any change in the outstanding shares of Common Stock by reason of a stock
dividend or distribution, stock split-up, recapitalization, combination or
exchange of shares, or by reason of merger, consolidation, or other corporate
reorganization, any additional shares of Common Stock or other securities
received, with respect to Shares subject to the restrictions contained in
paragraph 2 above, shall be subject to such restrictions and the certificate or
other instruments representing or evidencing such shares or securities shall be
legended and deposited with Xcel Energy in the manner provided in paragraph 4
above.


 


8.             General Restrictions.  Each
Award granted pursuant to the Plan shall be subject to the requirement that if,
in the opinion of the Committee:


 


(a)           the listing, registration, or qualification of any shares of Common
Stock related thereto upon any securities exchange or pursuant to any state or
federal law;


 


(b)           the consent or approval of any regulatory body; or


 


(c)           an agreement by the recipient with respect to the disposition of any
such shares of Common Stock;


 


is
necessary or desirable as a condition of the issuance or sale of such shares of
Common Stock, such Award shall not be consummated unless and until such listing,
registration, qualification, consent, approval, or agreement is affected or
obtained in form satisfactory to the Committee.


 


9.             Withholding.  Xcel Energy may require the
Participant to remit to it, or may withhold from the Award or from the
Participant’s other compensation, an amount sufficient to satisfy any
applicable federal, state, local tax, employment, FICA or other mandated
withholding requirements in regard to the Award in the year or years the Award
becomes taxable to the Participant. 
Participant may elect to satisfy the withholding requirement, in whole
or in part, by tendering shares of previously acquired Common Stock (either by
the delivery of share certificates or by attestations) or by having Xcel Energy
withhold Shares from the Award at the rate the Committee determines satisfies
the applicable withholding requirements of the Code.  If no election is made, Shares will be
withheld.


 


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10.           Plan and Plan Interpretations as Controlling.  The Shares
hereby awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling.  All determinations and interpretations of the
Committee shall be binding and conclusive upon the Participant or his legal
representatives with regard to any question arising hereunder or under the
Plan.


 


11.           Participant Service.  Nothing
in this Agreement shall limit the right of Xcel Energy or any of its
subsidiaries to terminate the Participant’s service as an officer or employee,
or otherwise impose upon Xcel Energy or any of its subsidiaries any obligation
to employ or accept the services of the Participant.


 


12.           Participant Acceptance.  The
Participant shall signify acceptance of the terms and conditions of this
Agreement by signing in the space provided below and returning a signed copy to
Xcel Energy.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Restricted Stock Agreement
to be executed as of the date first above written.


 


 


	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Cynthia L. Lesher

  	
   

  
	
   

  	
   

  	
  Chief Administrative and Chief HR Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACCEPTED:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  <<Name>>

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  	
   

  
					



 


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