Exhibit 4.04


 


Signature Copy


Return to Executive Compensation Department


 


XCEL ENERGY INC.


2005 OMNIBUS INCENTIVE PLAN


NONQUALIFIED STOCK OPTION AGREEMENT


 


	
  Optionee:

  	
  Option Price Per
  Share:

  
	
   

  	
   

  
	
  Grant Date:

  	
  Exercise Date:

  
	
   

  	
   

  
	
  Number of Option
  Shares:

  	
  Expiration Date:

  



 


The Xcel Energy Inc. (“Xcel”)
Governance, Compensation and Nominating Committee of the Board of Directors (“Committee”)
has, on the Grant Date set forth above, authorized the grant to you of a stock
option pursuant to the Xcel Energy Inc. 2005 Omnibus Incentive Plan (“Plan”) on
the following terms and conditions:


 


1.                                       Stock
Option.


 


(a)                                  Option
Grants.  Xcel hereby irrevocably
grants you the option (“Option”) to purchase all or any part of the aggregate
number of shares set forth above (“Option Shares”) of the common stock, $2.50
par value, of Xcel (“Common Stock”), at the Option Price per share set forth
above.  The Option granted to you
pursuant to this Agreement is intended to conform in all respects with the
Plan.  The Plan as currently in effect is
incorporated in this Agreement by this reference and you hereby acknowledge
receipt of a copy thereof.  This Option
is not intended to qualify as an “Incentive Stock Option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, or any amendment or
substitute therefor.


 


(b)                                 Exercise
Period.  Subject to the provisions of
paragraph 1(c), this Option shall be exercisable only during the period
commencing on the Exercise Date set forth above and ending on the Expiration
Date set forth above (“Exercise Period”). 
Provided, however, that in the event of a change in control, all
outstanding options will become fully vested and exercisable.  Subject to the foregoing, during the Exercise
Period, this Option shall be exercisable in whole at any time or as to any
number of whole Option Shares from time to time.


 


(c)                                  Termination
of Employment or Death.  If your
employment with Xcel and its subsidiaries terminates for any reason, other than
retirement, prior to the Exercise Date, the Option shall expire on the date of
your termination and shall not become exercisable.  If your employment with Xcel and its
subsidiaries terminates during the Exercise Period:


 


(i)            at a time
when you are eligible for retirement under any defined benefit pension plan of Xcel
and its subsidiaries in which you are a participant, you will have the full
term of the original grant to exercise any outstanding options;


 





















 


(ii)           due to
death or permanent and total disability, or involuntarily and the Committee has
not determined that paragraph (iv) shall apply, the Option shall expire
and become nonexercisable thirty-six (36) months after the date of your
termination;


 


(iii)          voluntarily,
and paragraphs (i) and (ii) do not apply, the Option shall expire and
become nonexercisable three (3) months after the date of your termination;


 


(iv)          involuntarily
(for reasons other than retirement, death or disability) and the Committee has
determined that this paragraph shall apply, the Option shall expire and become
nonexercisable on the date of your termination; provided that in no event shall
the Option remain exercisable after the Expiration Date.


 


(d)                                 Method
of Exercise.  The Option may be
exercised, after it has vested, only by written notice delivered to the
Committee, which notice shall specify the number of whole Option Shares to be
purchased and the purchase price to be paid therefor.  Such exercise must be approved by the Xcel
Securities Trading Policy Committee and the date of approval shall be the date
of exercise.  To be effective, such
notice must contain arrangements for full payment of the purchase price for
such shares of Common Stock pursuant to the terms of the Plan. The “Market
Value” of shares of Common Stock shall be the average of the high and low sale
prices of Common Stock reported for the date of exercise on the Composite
Transactions Tape for securities listed on the New York Stock Exchange (or, if
such prices are not reported on that date, the last preceding date for which
such prices were reported).  To the
extent that the Option is exercised, in whole or in part, the number of
unexercised shares represented by the Option shall be reduced by the number of
shares exercised under the Option.  Such
reduction shall apply to the shares vested. The Committee may permit payment to
be made by the surrender or delivery of shares of Common Stock owned by the
Optionee (provided such shares are not subject to any security interest or
pledged). In addition, to the extent permitted under applicable laws and
regulations, the Committee may allow an Optionee to exercise the Option using a
broker-assisted cashless exercise method.


 


(e)                                  Adjustment
of the Option.  In the event of any
change in the capital structure of Xcel or its subsidiaries, through
consolidation, reorganization, recapitalization, stock dividend, split-up, spin
off, or other similar change, appropriate proportionate adjustments shall be
made in the number and purchase price of the shares of Common Stock which may
be purchased by the exercise of the Option.


 


2.                                       Miscellaneous.


 


(a)                                  Notice.  Any notice to be given Xcel under the terms
of this Agreement shall be delivered or mailed by first class mail, postage
prepaid to:


 


Secretary


Xcel
Energy Inc.


800
Nicollet Mall


Minneapolis,
Minnesota 55402


 


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or to
such other address as Xcel may direct by notice.  Any notice to be given to you shall be
delivered or mailed by first class mail, postage prepaid to you at the address
shown below on this Agreement, or at such other address as you may direct by
notice.


 


(b)                                 Withholding.  Xcel may require you to remit to it, or may
withhold from your Option Shares or from your other compensation, an amount
sufficient to satisfy any applicable federal, state, or local tax withholding
requirements.  Participant may elect to
satisfy the withholding requirement, in whole or in part, by tendering shares
of previously acquired Common Stock (either by delivery of share certificates
or by attestation) or by having Xcel withhold Shares from the Award.


 


(c)                                  Plan
and Committee Interpretation as Controlling.  The Option hereby granted 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 you or your legal representatives with regard to any
question arising hereunder or under the Plan.


 


(d)                                 Non-Transferability.  An Option shall not be assignable or
transferable by you other than by will or by the laws of descent and
distribution, and an Option shall be exercisable during your lifetime only by
you; provided, however, that the Committee may in its discretion permit
transfers to other persons or entities. 
If the Option remains exercisable after your death, it may be exercised
by the personal representative of your estate or by any person who acquires the
right to exercise such Option by bequest, inheritance, or otherwise by reason
of your death.


 


(e)                                  Registration.  This Agreement is subject to the requirement
that if, at any time, Xcel shall determine that the listing, registration, or
qualification of the shares subject to the Option upon a securities exchange or
under any state of federal law, or the consent or approval of any regulatory body,
or an agreement by you with respect to the disposition of any shares acquired
pursuant to this Agreement, is necessary or desirable as a condition of, or in
connection with, the granting of the Option or the issuance or purchase of
shares hereunder, the Option may not be exercised in whole or in part unless
such listing, registration, qualification, consent, approval, or agreement
shall have been effected or obtained free of any conditions not acceptable to
Xcel.


 


(f)                                    Resale
Restrictions.  You hereby agree not
to resell any shares of Common Stock acquired by exercise of the Option in
violation of the Securities Act of 1933 or any applicable state statute.   All stock certificates issued hereunder
shall bear any appropriate restrictive legend required with respect to the
foregoing agreement.


 


(g)                                 No
Shareholding Rights.  You will have
no rights as a shareholder with respect to any Option Shares unless and until
certificates for such shares have been issued to you.


 


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(h)                                 Governing
Law.  This Agreement shall be
governed and construed and enforced in accordance with the laws of the State of
Minnesota except to the extent superseded by applicable federal law.


 


(i)                                     Guarantee
of Employment.  Nothing in this
Agreement shall limit the right of Xcel or any of its subsidiaries to terminate
your service as an officer or employee, or otherwise impose upon Xcel or any of
its subsidiaries any obligation to employ or accept your services.


 


(j)                                     Successors.  This Agreement shall be binding upon and
inure to the benefit of any successor or successors to all or substantially all
of the business or assets of Xcel.


 


Please signify your
acceptance of the terms and conditions of this Agreement by signing this and
the attached copy and returning one signed copy to: Compensation Department,
414 Nicollet Mall, 2nd Floor, Minneapolis, MN 55401.


 


	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCEPTED:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Street Address

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  City, State and
  Zip Code

  



 


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