Exhibit 10.2







 

Exhibit 10.2


 


 

SOUTHERN
UNION COMPANY AMENDED AND RESTATED 2003 STOCK 

AND
INCENTIVE PLAN

[NONSTATUTORY/INCENTIVE]
OPTION AGREEMENT 

 

 

This
[Nonstatutory/Incentive] Option 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 grant of the following Options 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 grants to the Holder, subject to the conditions of the Plan, a
[Nonstatutory/Incentive] Option to purchase ________ shares of the Stock of the
Corporation in installments as set forth in paragraph 3 of this Agreement at an
Exercise Price equal to the closing price of the Stock on _________ __, 2005
(the “Options”). 

 

 

3. Options
covered by this Agreement shall become exercisable and may be exercised in
installments in accordance with the following schedule: 

 

 

[INSERT
APPROVED VESTING SCHEDULE]

 

 

4. Prior to
the date the Options 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. No Option
covered by this Agreement may be exercised later than ______ __, 2015.


 

 

6. The
Options covered by this Agreement may be exercised nonsequentially in respect of
any other Option granted under the Plan, whether now in the Holder’s possession
or hereafter acquired. 

 

7.
 The
Options are granted expressly subject to the Change of Control provisions of
Article XII of the Plan.




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

 

9. Neither
this Agreement nor the Options 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

[NONSTATUTORY/INCENTIVE]
OPTION 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)