Exhibit 10.1(b)







 

Exhibit 10.3




 



 

SOUTHERN
UNION COMPANY AMENDED AND RESTATED 2003 STOCK 

AND
INCENTIVE PLAN

RESTRICTED
STOCK AWARD AGREEMENT 

 

 

This
Restricted Stock Award Agreement (this “Agreement”) is made as of _______ ___,
2005 between Southern Union Company (the “Corporation”) and the undersigned (the
“Holder”). The Compensation Committee of the Board of Directors of the
Corporation has authorized the following award of restricted stock to the Holder
under the Corporation’s Amended and Restated 2003 Stock and Incentive Plan (the
“Plan”), subject to the terms and provisions of the Plan and the additional
conditions set forth below. Terms used in this Agreement that are defined in the
Plan have the meanings assigned to them in the Plan.

 

 

1. The
Holder accepts all provisions of the Plan, a copy of which has been delivered to
the Holder. 

 

 

2. The
Corporation has granted the Holder, subject to the conditions of the Plan, a
Restricted Stock Award consisting of _________ shares of Stock (the “Restricted
Shares”). The Restricted Shares shall vest in the Holder in installments, as set
forth in the vesting schedule below:

 

 

[INSERT
APPROVED VESTING SCHEDULE]

 

 

3. In
addition to the restrictions set forth in Article XIII of the Plan, the
Restricted Shares will be forfeited immediately (x) if the Committee determines
that the Holder has engaged in any conduct or act injurious, detrimental or
prejudicial to any interest of the Corporation, or (y) if the Holder files an
election under Section 83(b) of the Internal Revenue Code without the prior
approval of the Corporation 

 

 

4. Prior to
the date the Restricted Shares have vested pursuant to Paragraph 2, the
Restricted Shares are not transferable by the Holder, in whole or in part,
without the Corporation’s prior written approval. 

 

5. The
Restricted Shares are granted expressly subject to the Change of Control
provisions of Article XII of the Plan.




6. The
Corporation expressly consents to the exercise provisions set forth in Sections
6.7 and 6.8 of the Plan.




7. Neither
this Agreement nor the Restricted Shares granted hereby shall impose any
obligation on the part of the Corporation, its divisions or any Subsidiary to
continue the employment of the Holder or impose any obligation on the Holder to
remain in the employ of the Corporation or any Subsidiary. The Corporation and
its Subsidiaries reserve the right to terminate the employment of the Holder at
any time and for any reason (including no reason).





























 

SOUTHERN
UNION COMPANY AMENDED AND RESTATED 2003 STOCK

AND
INCENTIVE PLAN

RESTRICTED
STOCK AWARD AGREEMENT

Page
Two

 

 

 

The
undersigned parties have executed this Agreement as of the day and year first
above written. 



 

 

 

SOUTHERN
UNION COMPANY




 

By:_________________________

Title:________________________

 

 




 

 

By
my signature below I acknowledge receipt of this Award, which has been issued to
me under the terms of the Plan. I further acknowledge receipt of a copy of the
Plan and agree to conform to all of the terms and conditions of this Agreement
and the Plan.

 




 ____________________________

 (Holder’s
signature)


 ____________________________

 (Holder’s
printed name)