EXHIBIT 10.31


 


XCEL ENERGY INC.


OMNIBUS INCENTIVE PLAN


FORM OF PERFORMANCE SHARE
AGREEMENT


 


This Agreement, dated and effective <<date>>,
by and between Xcel Energy Inc., a Minnesota corporation (“Xcel Energy”) and «First» «MI»«Last» (the “Participant”) evidences an
award of performance shares and the applicable terms and conditions of the
award.


 


1.                                       Performance Shares Awarded. Xcel
Energy awards the Participant «GRANTED»
performance shares pursuant to the Xcel Energy Inc. Omnibus Incentive 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.                                       Performance
Cycle.


 


(a)                                  The performance
cycle (the “Performance Cycle”) shall commence on the date of this Agreement
(the “Commencement Date”) and, except as otherwise provided in this Agreement,
will expire in full on <<date>>
(the “Expiration Date”).


 


(b)                                 The Governance,
Compensation and Nominating Committee of the Board of Directors is designated
as the Plan administrator (the “Committee”). 
The Committee, however, has delegated certain administrative duties to
the Compensation department of Xcel Energy.


 


3.                                       Termination of Service.  If your employment with Xcel Energy and its
subsidiaries terminates for any reason, other than as provided below in this Section 3,
prior to the Expiration Date, all performance shares shall be forfeited on the
date of your termination.  If, however,
the Committee determines in its sole discretion that your employment with Xcel
Energy and its subsidiaries terminates:


 


(i)                                     at
a time when you are eligible for retirement under any defined benefit pension
plan of Xcel Energy and its subsidiaries in which you participate at the time
of your termination, you will continue to participate in the Plan per the terms
and conditions set forth in this Agreement; or


(ii)           due
to death or permanent and total disability or involuntarily  other than for cause, you will continue to
participate in the Plan on a prorated basis, determined by multiplying the
number of performance shares that would otherwise have been payable to you had
you been employed for the full Performance Cycle, by a fraction, the numerator
of which is the number of days during the Performance Cycle from the
Commencement Date through the date of your termination and the denominator of
which is the number of days in the Performance Cycle.


 


If an award is payable in the circumstances
discussed in  subsection (i) or (ii)
above, it will be paid at the same time awards are paid to all other Plan
participants entitled to performance share payouts.


 





















 


4.                                       Accounting
for Performance Shares. Each performance share, representing a
hypothetical share of Xcel Energy Common Stock, is designed to approximate and
track the fair market value price of one share of Xcel Energy Common
Stock.  Each performance share is
intended to represent an unfunded, unsecured promise to pay, and is designed to
remain among Xcel Energy’s general assets. 
Performance shares may not be sold, assigned, transferred, pledged or
otherwise encumbered by the Participant, except as herein after provided.


 


5.                                       Participant’s
Rights. Except as otherwise provided herein, Participant shall have
none of the rights of a stockholder, including dividends or the right to vote
any or all of the performance shares.  No
dividend equivalents will be provided with respect to the performance shares.


 


6.                                       Settlement of Performance Shares.


 


(a)                                  The
performance shares are contingently awarded subject to the condition that the
number of performance shares, if any, earned by the Participant upon the
expiration of  the Performance Cycle is
dependent (in the manner hereinafter set forth) on Xcel Energy’s Total
Shareholder Return (“TSR”) relative to the TSR of other companies in the Edison
Electric Institute (“EEI”) Electrics Index [that are included in the EEI
Electrics Index both as of the Commencement Date and the Expiration Date (or
their successors from a merger or other combination with another company included
in the EEI Electrics Index at the Commencement Date are included as of the
Expiration Date].  TSR for any company,
including Xcel Energy, shall be calculated in the same manner [that EEI
calculated total shareholder return as of <<date>>
for companies in the EEI Electrics Index], and shall be measured by the total
return that a company’s common shareholders receive over the Performance Cycle
from an investment at the first day of the Performance Cycle.


 


The number
of performance shares earned is dependent on the performance ranking of Xcel
Energy’s TSR for the Performance Cycle, as set forth below (expressed in terms
of Xcel Energy’s position in the EEI Electrics Index when ranked by TSR for the
Performance Cycle):


 


	
  XCEL ENERGY’S TSR PERCENTILE

  RANKING VS. EEI ELECTRICS INDEX

  	
   

  	
  PERCENT OF TARGET PERFORMANCE

  SHARES EARNED

  
	
  xxth
  percentile or above

  	
   

  	
  200%

  
	
  xxth
  percentile

  	
   

  	
  100%
  (target)

  
	
  xxth
  percentile

  	
   

  	
  25%

  
	
  Below xxth
  percentile

  	
   

  	
  0%

  



 


Performance
shares earned for performance between the percentiles shown above will be
determined by straight-line interpolation; provided, that, in all cases, the
number of performance shares which the Participant earns shall be a whole
number (disregarding any fraction).


 


Any
performance shares awarded hereunder that the Participant does not earn at the
end of the Performance Cycle pursuant to the foregoing schedule shall be
forfeited.


 


The
provisions of this Section 6(a) shall not affect in any way any
forfeitures under Section 3 or any provision regarding the payout of performance
shares under Section 8 upon the occurrence of a Change in Control.


 


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(b)                                 As soon as
administratively feasible following the Expiration Date and certification in
writing by the Committee as to the number of performance shares owned by the
Participant and the degree to which the performance goals have been satisfied,
but in no event later than two and a half months after the end of the calendar
year in which the expiration date occurs, Xcel Energy shall cause to be paid to
the Participant cash, an equivalent number of shares of Common Stock or a
combination thereof as determined by the Committee.  Payments may be made in a lump sum.  If the Participant dies prior to the payment
and under Section 3 (ii) or Section 6(a) above or Section 8
below would otherwise be entitled to receive payment of an award,  the performance shares shall be paid in cash
to the Participant’s designated beneficiary (if the Participant has designated
a beneficiary in writing delivered to the Xcel Energy Compensation department)
or if no beneficiary is designated, to the Participant’s estate.


 


7.                                       Changes
in Capitalization of Xcel Energy. 
If there is any change in outstanding Xcel Energy Common Stock by reason
of a stock dividend or distribution, stock split, capital reorganization,
reclassification, combination or exchange of shares, or by reason of merger,
consolidation, or other corporate reorganization, the Committee shall determine
the appropriate adjustment to Participant’s performance shares, if any, needed
to reflect such change.


 


8.                                       General
Restrictions.  In the event a
Change in Control occurs, as defined in the Plan, the Performance Cycle shall
terminate and all performance shares shall be paid to Participants as soon as
administratively feasible following determination of the Change in Control, but
in no event later than two and a half months after the end of the calendar year
in which the Change in Control occurs, according to the terms of the Plan.


 


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 performance shares in the year or years the performance shares
become taxable to the Participant. Participant may elect in accordance with the
Plan to satisfy the withholding requirement, in whole or in part, by having
Xcel Energy withhold performance shares from the award at the rate the
Committee determines satisfies applicable withholding requirements of the Code.
..  If no election is made, performance
shares will be withheld.


 


10.                                 Plan
and Plan Interpretations as Controlling.  The performance 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.


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Performance Share Plan Agreement to be executed as of the date
first above written.


 


	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Cynthia L. Lesher

  
	
   

  	
   

  	
  Chief Administrative Officer and Chief HR
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ACCEPTED:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  «First» «MI» «Last»

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  
					



 


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