Exhibit
10.06


 


Participant Copy

Retain for your records


 


XCEL ENERGY INC.


EXECUTIVE ANNUAL INCENTIVE AWARD 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.
Executive Annual Incentive Award 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 one-third of the Shares on March 1, 2006; one-third of the
Shares on March 1, 2007 and with respect to the remaining Shares on March 1,
2008.


 


(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
voluntary termination on or after the attainment of age 55), 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 March __, 2005, 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. Executive Annual Incentive Award
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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