EXHIBIT 10.29


 


XCEL ENERGY INC.


EXECUTIVE ANNUAL INCENTIVE AWARD PLAN


FORM OF RESTRICTED STOCK AGREEMENT


 


This Agreement, dated and
effective <<date>>, by and between Xcel Energy Inc., a Minnesota
corporation (“Xcel Energy”) and <<Name>> (the “Participant”)
evidences an award of restricted stock and the applicable terms and conditions
of the award.


 


1.                                       Shares Awarded.  Xcel Energy awards the Participant
<<share number>> shares of Common Stock of Xcel Energy (the “Shares”)
pursuant to the Xcel Energy Inc. Executive Annual Incentive Award 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 and Restricted Periods.


 


(a)                                  During
the respective periods hereinafter described (the “Restricted Periods”), the
Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered
by the Participant, except as hereinafter provided.


 


(b)                                 The
restrictions described above shall commence on the date of this Agreement (the “Commencement
Date”) and, except as provided in paragraph 2(c) or paragraph 3, shall
terminate with respect to one-third of the Shares on <<date>>;
one-third of the Shares on <<date>> and with respect to the
remaining Shares on <<date>> or the next available trading date, if
the designated date is not a trading date.


 


(c)                                  Shares
will vest and be available upon the expiration of the applicable Restricted
Period or, if earlier, upon a Change in Control as defined in the Plan.  The Committee of the Board of Directors
designated as the Plan administrator (the “Committee”) shall have the
authority, in its discretion, to accelerate the lapse of restrictions whenever
the Committee determines that such action is appropriate by reason of changes
in applicable tax or other laws, or other changes in circumstances occurring
after the commencement of the Restricted Periods.


 


3.                                       Termination
of Service.  If the Participant
ceases to maintain an active employment relationship with Xcel Energy and its
affiliates as defined in the Plan for any reason other than permanent and total
disability (for purposes of this Plan disability is defined as qualification
for long term disability benefits under a company sponsored plan), death or
retirement (for purposes of this Plan retirement is defined as voluntary
termination on or after the attainment of age 55), all shares which are subject
to the restrictions imposed by paragraph 2 shall be forfeited and returned to
Xcel Energy; provided, however, that if the Participant ceases employment by
reason of permanent and total disability, death or retirement, the restrictions
shall lapse.


 





















 


4.                                       Certificates
for Shares.  If no election is
filed under Section 83(b) of the Internal Revenue Code of 1986, or any
amendment or substitute therefor (“Code”) for immediate taxation, Xcel Energy
shall hold the Shares in its custody on behalf of the Participant in a
segregated account with a nominee name. 
As restrictions are released, the Shares will be automatically
transferred to the account of the Participant in Xcel Energy’s Dividend
Reinvestment and Stock Purchase Plan.


 


If the
Participant makes an election under Code Section 83(b) on or before
<<date>>, to accept immediate taxation of the Shares, which
election form shall be delivered to Xcel Energy in care of the Director, Total
Compensation, Xcel Energy shall cause certificates to be issued from the
nominee account in the name of the Participant for the number of whole shares
in the Participant’s account and shall hold such certificates for the
Participant until expiration of the Restricted Period.  Any fractional share shall be retained in the
Participant’s account.  Such certificates
shall bear the following legend prior to the expiration of the Restricted
Period applicable thereto:


 


“The transferability of this certificate and the
shares of stock represented hereby are subject to the terms and conditions
(including forfeiture) contained in the Xcel Energy Inc. Executive Annual
Incentive Award Plan and an Agreement entered into between the registered owner
and Xcel Energy Inc., a Minnesota corporation. 
Copies of such Plan and Agreement are on file in the Human Resources
Department, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota.”


 


Simultaneously
with the execution of this Agreement or at any time requested by Xcel Energy,
the Participant will execute a stock power endorsed in blank and promptly
deliver such stock power to Xcel Energy with respect to restricted Shares and
Shares purchased with dividends thereon. 
Xcel Energy may condition the issuance or delivery of restricted Shares
upon receipt of such stock power.


 


5.                                       Participant’s
Rights.  Except as otherwise
provided herein, Participant shall have all the rights of a stockholder,
including, but not limited to, the right to vote all of the Shares.  Dividends payable on Shares shall be
reinvested in additional shares of Common Stock which Xcel Energy at its discretion
may purchase through Xcel Energy’s Dividend Reinvestment and Stock Purchase
Plan for the account of the Participant at the same time as dividends are
reinvested under said Dividend Reinvestment Plan for the participants in that
Plan. Any additional shares of Common Stock purchased by reinvested dividends
shall be subject to the same Restricted Periods as the original Shares awarded
and deemed to be Shares for purpose of this Agreement


 


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6.                                       Expiration
of Restricted Period.  Upon the
expiration of the Restricted Period with respect to any Shares or lapse of
restrictions for any other reason as provided in this Agreement, Xcel Energy
shall cause the Shares released from restriction to be transferred to the
account of the Participant in Xcel Energy’s Dividend Reinvestment and Stock
Purchase Plan.  If the Participant dies
before the restrictions lapse, and unless the Participant has directed
otherwise in writing delivered to the Xcel Energy Compensation Department, the
certificates in respect of such restricted Shares shall be reissued and
delivered to the Participant’s legal spouse, otherwise to the estate free of
the restrictions referred to in paragraph 2 above and without the legend
provided for in paragraph 4 above.


 


7.                                       Changes
in Capitalization of Xcel Energy. 
If there is any change in the outstanding shares of Common Stock by
reason of a stock dividend or distribution, stock split-up, recapitalization,
combination or exchange of shares, or by reason of merger, consolidation, or
other corporate reorganization, any additional shares of Common Stock or other
securities received, with respect to Shares subject to the restrictions
contained in paragraph 2 above, shall be subject to such restrictions and the
certificate or other instruments representing or evidencing such shares or
securities shall be legended and deposited with Xcel Energy in the manner
provided in paragraph 4 above.


 


8.                                       General
Restrictions.  Each Award granted
pursuant to the Plan shall be subject to the requirement that if, in the
opinion of the Committee:


 


(a)                                  the
listing, registration, or qualification of any shares of Common Stock related
thereto upon any securities exchange or pursuant to any state or federal law;


 


(b)                                 the
consent or approval of any regulatory body; or


 


(c)                                  an
agreement by the recipient with respect to the disposition of any such shares
of Common Stock;


 


is necessary or desirable
as a condition of the issuance or sale of such shares of Common Stock, such
Award shall not be consummated unless and until such listing, registration,
qualification, consent, approval, or agreement is affected or obtained in form
satisfactory to the Committee.


 


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 to
satisfy the withholding requirement, in whole or in part, by tendering shares
of previously acquired Common Stock (either by the delivery of share
certificates or by attestations) or by having Xcel Energy withhold Shares from
the Award at the rate the Committee determines satisfies the applicable
withholding requirements of the Code.  If
no election is made, Shares will be withheld.


 


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10.                                 Plan
and Plan Interpretations as Controlling.  The 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.


 


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


 


 


	
   

  	
  XCEL ENERGY INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Cynthia L.
  Lesher

  
	
   

  	
   

  	
  Chief
  Administrative and Chief HR Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACCEPTED:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  <<Name>>

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  
					



 


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