EXHIBIT
10.32


 


XCEL ENERGY INC.


OMNIBUS INCENTIVE PLAN


FORM OF RESTRICTED STOCK UNIT
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 restricted stock units and the applicable terms and conditions of the
award.


 


1.                                       Units Awarded. Xcel Energy awards
the Participant «GRANTED» restricted
units of Common Stock of Xcel Energy (the “Units”) 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.                                       Restrictions
on Transfer; Restricted Periods.


 


(a)                                  During the
restricted period hereinafter described (the “Restricted Period”), the Units
may not be sold, assigned, transferred, pledged, or otherwise encumbered by the
Participant, except as hereinafter provided.


 


(b)                                 The Restricted Period shall commence on
the date of this Agreement (the “Commencement Date”) and, except as otherwise
provided in this Agreement, will expire in full on the Settlement Date (as
defined in Section 6).


 


(c)                                  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.


 


(d)                                 The
Committee shall have the authority to determine, at any time during the
Restricted Period, due to capitalization requirements of Xcel Energy or other
factors, that the Units be converted to equivalent shares of Restricted Stock
containing similar restrictions on transfer.


 


3.                                       Termination of Service. If your
employment with Xcel Energy and its subsidiaries terminates for any reason, as
provided below in this Section 3, prior to the Settlement Date, all Units
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 for the following reasons:


 


(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;


(ii)           due
to death or permanent and total disability; or


(iii)          involuntarily
, other than for cause


 


you will continue to participate in the Plan per the terms and
conditions set forth in this Agreement.


 





















 


4.                                       Accounting
for Units. Each Unit, representing a hypothetical share of Common
Stock, is designed to approximate and track the fair market value price of one
share of Xcel Energy Common Stock.  Each
Unit is intended to represent an unfunded, unsecured promise to pay, and is
designed to remain among Xcel Energy’s general assets.


 


5.                                       Participant’s
Rights. Except as otherwise provided herein, Participant shall have
none of the rights of a stockholder, including the right to vote any or all of
the Units.  An amount representing
dividends payable on shares of Common Stock equal in number to the Units held
by the Participant on a dividend record date shall be deemed reinvested in
Common Stock and credited as additional Units as of the dividend payment date. Any
additional Units will be subject to the terms and restrictions defined in this
Agreement.


 


6.                                       Settlement of Units.


 


(a)                                  Awarded
Units plus Units attributable to earned dividend equivalents shall be settled,
and the Restricted Period shall lapse (the “Settlement Date”) immediately after
Xcel Energy achieves xx% Earnings Per Share (EPS) growth (adjusted for Company
Owned Life Insurance) measured against <<date>> EPS (adjusted for
Company Owned Life Insurance), provided that Xcel Energy’s annual dividend must
remain at $x.xx per share or greater during the period beginning on the
Commencement Date and ending on the Settlement Date.  EPS growth will be measured annually at the
end of each fiscal year.  However, in no
event will the EPS performance goal be measured or the Settlement Date occur
earlier than <<date>>. Notwithstanding the above, if the Settlement
Date has not occurred within four years of the date of this Agreement, the
Settlement Date will not occur and all Units shall be forfeited.


 


(b)                                 As soon as
administratively feasible following the Settlement Date and certification in
writing by the Committee as to the number of Units to which the Participant is
entitled and that the performance goal has been satisfied, but in no event
later than two and a half months after the end of the calendar year in which
the Settlement Date occurs, Xcel Energy shall cause to be paid to the
Participant an equivalent number of shares of Common Stock with a cash
component representing fractional shares. 
Alternatively, at the discretion of the Committee, Units may be paid to
Participants in cash.  If the Participant
dies prior to payment, and under Section 6(a) above or Section 8
below would otherwise be entitled to receive payment of an award, the Units
shall be paid in cash to the Participant’s designated beneficiary (if under the
Plan 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 the outstanding 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 Units, if any, needed to reflect
such change.


 


8.                                       General
Restrictions.  In the event a
Change in Control occurs, as defined in the Plan, the Restricted Period shall
lapse and all outstanding Units 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.


 


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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 award in the year or years
the award becomes 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 Units from the award at the rate the
Committee determines satisfies applicable withholding requirements.  If no election is made, Units will be
withheld..


 


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


 


IN WITNESS WHEREOF, the parties hereto have
caused this Restricted Stock Unit 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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