ex10_1.htm


    
      EXHIBIT
10.1

      


    

    VECTREN
CORPORATION

    AT RISK
COMPENSATION PLAN

    STOCK
UNIT AWARDS

     AWARD
AGREEMENT

    (OFFICER)

    


    


    Name of
Grantee:_______________________No. of Units:________

    


    
      	
              Date
      of Grant:

            	
              ______________________________,
      2009

            


    

    


    _______________________
(“Grantee”) is hereby granted on _____________________, 2009 (the “Grant Date)
under Section 7.4 of the Vectren Corporation At Risk Compensation Plan (the
“Plan”) a grant of ___ Stock Unit Awards on the following terms and
conditions:

    1.           Restriction.

    


    
      	
                          
       (A)

            	
              Value of the Stock Unit
      Award.  Subject to approval by the Compensation and
      Benefits committee (Committee) of the Board of Directors (Board) of
      Vectren Corporation (Company), within sixty days after the lifting of the
      restrictions, the Grantee shall be paid, for each Stock Unit Award, in
      cash, the Fair Market Value of one share of Common Stock on the date the
      restrictions lapse; provided, however, if the restrictions are being
      lifted as of December 31, 2012 and the Grantee is not then in compliance
      with the share ownership guidelines established by the Company’s Board, at
      that time the value of each Stock Unit Award shall be paid to the Grantee
      in one unrestricted share of the Company’s common stock. The determination
      of compliance will be made by valuing the Grantee’s ownership interest by
      averaging the high and low prices of a share of the Company’s common stock
      during the preceding month of November and comparing the resulting amount
      of ownership interest against the then applicable share ownership
      guideline.

            


    

    


    
      	
               
      

            	
              (B)

            	
              Restricted
      Period.  Except as otherwise provided pursuant to or in
      accordance with the terms and provisions of this Agreement or the Plan,
      the Stock Unit Awards shall not be sold, exchanged, assigned, transferred
      or permitted to be transferred, voluntarily, involuntarily, or by
      operation of law, delivered, encumbered, discounted, pledged,
      hypothecated, or otherwise disposed of during the “Restricted Period,”
      which shall, with respect to each Stock Unit Award commence on the Grant
      Date and, except as otherwise provided in this Agreement or the Plan, end
      on December 31, 2012.

            


    

    
      	
               
      

            	
              (i)

            	
              Final Measurement of the Stock
      Unit Award.  Except as provided in this Agreement or the
      Plan, including Section 7.4(b)(i) and Article X, the lifting of the
      transferability restrictions and the forfeitability provisions shall be
      dependent on (1) the shareholder value performance (as measured by total
      shareholder return or TSR) of the underlying Stock during the TSR
      Measuring Period (January 1, 2009 through December 31, 2011), (2) the
      earned return on equity (ROE) of Vectren Corporation (Company) for the
      twelve months ended December 31, 2011 (the ROE Measuring Period) relative
      to the performance metrics established by the Compensation and Benefits
      committee (Committee), and (3) the continued employment of the Grantee
      until December 31, 2012.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a) Total Shareholder
Return.  Fifty percent of the final amount of the Stock Unit
Award shall be determined based upon the Company’s TSR performance relative to
the TSR of the companies within the peer group established by the Committee and
determined in accordance with the rules established by the Committee, all of
which are incorporated herein by reference.  In addition to the
information that is incorporated herein by reference, the TSR performance
conditions will operate in the following manner.  For the TSR
Measuring Period, the shareholder value performance of the Company shall be
compared with the shareholder value performance of the group of comparable
companies designated by the Committee.  TSR performance shall be
determined separately for Company and for each company included as part of the
group of comparable companies by dividing:

    
      	
               
      

            	
              (1)

            	
              the
      difference between

            


    

    
      	
               
      

            	
              (A)

            	
              the
      sum of (A) the average for each peer group company of the monthly averages
      of the highest and lowest trading price of the common stock of such
      company for the last twelve (12) months of the TSR Measuring Period, and
      (B) any dividends, cash or stock, paid per share with respect to such
      company's common stock during the TSR Measuring Period,
  and

            


    

    
      	
               
      

            	
              (B)

            	
              the
      average for each peer group company of the monthly averages of the highest
      and lowest trading price of the common stock of such company for the
      twelve (12) months immediately preceding the TSR Measuring
      Period,

            


    

    by

    
      	
               
      

            	
              (2)

            	
              (B)
      above; provided, however, that
      if during the period in which shareholder value performance is determined,
      Company or any of the comparable companies incurs a change in its
      outstanding shares because of a stock dividend, stock split, merger,
      consolidation, stock rights plan or exchange of shares or other similar
      corporate change, the Committee shall appropriately modify the above
      shareholder value performance determination to reflect such change in
      capitalization.

            


    

    Pursuant
to the TSR Performance Schedule applicable to this Grant and established by the
Committee, depending on how Company performs in relationship to the group of
comparable companies with respect to its TSR performance, fifty percent of the
Stock Unit Award will be subject to adjustment at the end of the TSR Measuring
Period.

    (b) Earned Return on
Equity.  Fifty percent of the final amount of the Stock Unit
Award shall be determined based upon the Company’s earned ROE for the twelve
months ended December 31, 2011 relative to the metrics established by the
Committee and determined in accordance with the rules established by the
Committee, all of which are incorporated herein by reference.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (ii)

            	
              Lifting of
      Restrictions.  The restrictions applicable to the Stock
      Unit Awards held by the Grantee at the end of the TSR and ROE Measuring
      Periods (after the completion of the adjustments in the number of Stock
      Unit Awards by reason of the computations called for by the (A) the TSR
      Performance Schedule, and (B) the ROE metrics) (January 1, 2009 through
      December 31, 2011 is the “Performance Period”) shall be lifted in whole as
      of December 31, 2012; provided, however, that
      except as provided in the Plan, which directs, under certain conditions,
      that the restrictions shall be lifted earlier:  (a) the
      restrictions shall be lifted on December 31, 2012 only if the Grantee is
      still employed by a Participating Company on that date, and, subject to
      the terms of this Agreement and the Plan, (b) if the Grantee ceases to be
      employed by a Participating Company before the restrictions lapse on any
      Stock Unit Awards held by him or her, the Stock Unit Awards still subject
      to restrictions shall be immediately
forfeited.

            


    

    
      	
               
      

            	
              (iii)

            	
              Continued Service As A
      Director.  If the Grantee (a) whose employment is
      terminated with a Participating Company for any reason and (b) who is a
      director of Company immediately prior to the Grantee’s termination of
      employment continues to serve Company as a director following the
      Grantee’s termination of employment, the Committee shall have the complete
      and sole discretion to deem the Grantee’s employment with the
      Participating Company as continuing for purposes of this grant of Stock
      Unit Awards for all or a portion of the period in which the Grantee
      continuously serves as a member of the
Board.

            


    

    
      	
               
      

            	
              (C)

            	
              Disability, Death or
      Retirement.  In the event of the Grantee’s death,
      Disability, or Retirement the following shall
  apply:

            


    

     

    
      	
               
      

            	
              (i)

            	
              If
      such event occurs after the end of the Performance Period but before the
      end of the Restriction Period, the restrictions on the Stock Unit Awards
      shall be immediately removed;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              In
      the event of the Grantee’s Disability or Retirement before the Performance
      Period has ended, the restrictions on the Stock Unit Awards shall be
      removed upon expiration of the Performance Period, and the number of Stock
      Unit Awards the Grantee shall be entitled to, if any, shall equal
      (i) the number of Stock Unit Awards, if any, the Grantee would
      otherwise be entitled to had the individual been an active Participant at
      the end of the Performance Period (i.e., as adjusted or forfeited based on
      the Performance Criteria) multiplied by (ii) the portion of
      Performance Period the Grantee was an active Participant
      hereunder;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              In
      the event of the Grantee’s death before the Performance Period has ended,
      the restrictions on the Stock Unit Awards shall be removed upon the
      Grantee’s date of death, and the number of Stock Unit Awards the Grantee
      shall be entitled to, if any, shall equal the number of Stock Unit Awards
      contingently granted hereunder without any further adjustment;
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Notwithstanding
      the terms of the Plan and any other provision of this Agreement, in the
      event of the Grantee's Disability or Retirement prior to the end of the
      Performance Period, the Committee may, but shall not be obligated to,
      permit the Grantee to  receive the number of Stock Unit Awards,
      if any, that the Grantee would otherwise be entitled to had the Grantee
      been an active employee at the end of the Performance Period (as adjusted
      or forfeited based on the Performance Criteria) without any reduction for
      the time the Grantee was not an active employee during the Performance
      Period.

            


    

    


    
      	
              2.

            	
              Capitalization
      Changes.  Prior to the lifting of restrictions, in the
      event of a change in the Company’s outstanding shares by reason of a stock
      dividend, stock split, merger, consolidation, stock rights plan or
      exchange of shares or other similar corporate change, the Committee shall
      make appropriate adjustments in the number of Stock Unit Awards granted
      hereunder.

            


    

    
      	
              3.

            	
              Dividends.  Each
      time a dividend is paid on the Company's common stock, the amount of the
      dividend, multiplied by the number of Stock Unit Awards set forth herein,
      as adjusted by the receipt of additional Stock Unit Awards under this
      paragraph, shall be divided by the closing price of the Company’s common
      stock on the dividend payment date and such resulting number shall be
      added to the number of Stock Unit Awards granted to the Grantee under this
      Agreement.

            


    

    
      	
              4.

            	
              Investment
      Representation.  By executing this Agreement, Grantee
      represents that the Stock Unit Award is being held in good faith for
      investment purposes only and not with a view to, or for sale in connection
      with, any distribution thereof, and that any Stock Unit Award Grantee or
      Grantee’s legal representatives acquire pursuant to this award will be
      acquired by them in good faith for investment purposes and not with a view
      to, or for sale in connection with, any distribution
    thereof.

            


    

    
      	
              5.

            	
              Continued
      Employment.  Nothing in this Agreement shall restrict the
      right of Vectren Corporation or its affiliates to terminate Grantee’s
      employment or status as a consultant at any time with or without
      cause.

            


    

    
      	
              7.

            	
              The
      Plan.  This grant is subject to all the terms, provisions
      and conditions of the Plan, which is incorporated herein by reference,
      including the defined terms not otherwise defined herein, and to such
      regulations as may from time to time be adopted by the
      Committee.  In the event of any conflict between the provisions
      of the Plan and the provisions of this Agreement, the terms, conditions
      and provisions of the Plan shall control, and this Agreement shall be
      deemed to be modified accordingly.

            


    

    
      	
              8.

            	
              Withholding.  Vectren
      shall withhold all applicable taxes required by law from all amounts paid
      in satisfaction of the award.

            


    

    
      	
              9.

            	
              Notices.  All
      notices by the Grantee or his or her assigns to Vectren shall be addressed
      to Vectren Corporation, One Vectren Square, Evansville,
      Indiana  47708, Attention:  Corporate Secretary, or
      such other address as Vectren may, from time to time,
      specify.  All notices by Vectren to the Grantee shall be
      addressed to the Grantee at their current work location at Vectren or, if
      they are no longer employed by Vectren, at the address on file for the
      Grantee with the Human Resources department of
  Vectren.

            


    

    


    VECTREN
CORPORATION

    


    


    By:         _____________________________

    
      	
               
      

            	
              Its:    A
      Duly Authorized Signatory on behalf of the  Compensation and
      Benefits Committee

            


    

    


    


    Accepted
as of the date first above written

    


    


    ___________________________________,
Grantee