-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AR5pcN3QH8NYFXzRDVnyXodoWdZ3xFO9xLlalr46m1T8xb1RjoUqaTZt6cn4lVpK SHuDioocvDyBNBpN2eiEXg== 0001096385-05-000010.txt : 20050106 0001096385-05-000010.hdr.sgml : 20050106 20050106091655 ACCESSION NUMBER: 0001096385-05-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050101 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050106 DATE AS OF CHANGE: 20050106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VECTREN UTILITY HOLDINGS INC CENTRAL INDEX KEY: 0001129542 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 352104850 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16739 FILM NUMBER: 05514539 BUSINESS ADDRESS: STREET 1: 20 NW 4TH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VECTREN CORP CENTRAL INDEX KEY: 0001096385 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 352086905 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15467 FILM NUMBER: 05514538 BUSINESS ADDRESS: STREET 1: 20 NW FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124914000 MAIL ADDRESS: STREET 1: 20 NW FOURTH ST CITY: EVANSVILLE STATE: IN ZIP: 47708 8-K 1 vvc8k_stockgrant.txt VECTREN CORP 8K FOR STOCK ISSUES TO OFFICERS SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 1, 2005 VECTREN CORPORATION (Exact name of registrant as specified in its charter) Commission Registrant, State of Incorporation, I.R.S Employer File No. Address, and Telephone Number Identification No. ---------- ----------------------------------- ------------------ 1-15467 Vectren Corporation 35-2086905 (An Indiana Corporation) 20 N.W. Fourth Street, Evansville, Indiana 47708 (812) 491-4000 1-16739 Vectren Utility Holdings, Inc. 35-2104850 (An Indiana Corporation) 20 N.W. Fourth Street, Evansville, Indiana 47708 (812) 491-4000 Former name or address, if changed since last report: N/A Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement. Vectren Corporation (the Company), an energy holding and applied technology company, periodically issues share-based compensation in the form of restricted stock and stock options to its officer group, including its executive officers. Specimen agreements of those issued to management on January 1, 2005, are attached to this filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VECTREN CORPORATION VECTREN UTILITY HOLDINGS, INC. January 4, 2005 By: /s/ Ronald E. Christian ------------------------------------- Ronald E. Christian, Executive Vice President, Chief Administrative Officer, and General Counsel INDEX TO EXHIBITS The following Exhibits are furnished as part of this Report to the extent described in Item 1.01: Exhibit Number Description - --------- ----------- 99-1 Vectren Corporation At Risk Compensation Plan Restricted Stock Grant Agreement (Officer) 99-2 Vectren Corporation At Risk Compensation Plan Non-Qualified Stock Option Agreement (Officer) EX-99.1 2 vvc8k_stockex99-1.txt RESTRICTED STOCK GRANT AGREEMENT-COMPENSATION EX 99-1 VECTREN CORPORATION AT RISK COMPENSATION PLAN RESTRICTED STOCK GRANT AGREEMENT (OFFICER) Name of Grantee: _______________________ No. of Shares: ________ Date of Grant: January 1, 2005 _______________________ ("Grantee") is hereby granted on January 1, 2005 (the "Grant Date") under Article VI of the Vectren Corporation At Risk Compensation Plan (the "Plan") an award of ______ restricted shares of common stock, without par value, of Vectren Corporation ("Restricted Stock") on the following terms and conditions: 1. Restriction on Transfer. (A) Restricted Period. Except as otherwise provided pursuant to or in accordance with the terms and provisions of this Agreement or the Plan, the shares of Restricted Stock 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 any share of Restricted Stock ("Share"), commence on the Grant Date and, except as otherwise provided in this Agreement or the Plan, end on December 31, 2008. (B) Lifting of Restrictions. (i) Transfer/Forfeiture Provisions. The Restricted Stock granted hereunder shall be subject to restrictions as to transferability and shall also be subject to forfeiture provisions. Except as provided in this Agreement or the Plan, including Section 6.7 and Article X, the lifting of the transferability restrictions and the forfeitability provisions shall be dependent on (1) the shareholder value performance of the Shares during the Measuring Period (January 1, 2005 through December 31, 2007), and (2) the continued employment of the Grantee until December 31, 2008. The shareholder value performance conditions will operate in the following manner. For the Measuring Period, the shareholder value performance of Vectren Corporation (Company) shall be compared with the shareholder value performance of the group of comparable companies designated by the Compensation and Benefits Committee (Committee) of the Board. Shareholder value performance shall be determined separately for Company and for each company included as part of the group of comparable companies by dividing: (a) the difference between (i) the sum of (A) the average for each 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 Measuring Period, and (B) any dividends, cash or stock, paid per share with respect to such company's common stock during the Measuring Period, and (ii) the average 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 Measuring Period, by (b) (ii) 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. (ii) Shareholder Value Performance Schedule. Pursuant to the Shareholder Value 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 shareholder value, the Grant will be subject to adjustment at the end of the Measuring Period. After the beginning of the Measuring Period, the Committee may modify the Shareholder Value Performance Schedule if, in their sole discretion, they determine a modification is appropriate in light of a change in or affecting one of the comparable companies in the peer group, or in light of unforeseen or unusual circumstances. (iii) Lifting of Restrictions. The restrictions applicable to the Shares held by the Grantee at the end of the Measuring Period (after the adjustment in the number of Shares by reason of the Shareholder Value Performance Schedule is completed) shall be lifted in whole as of December 31, 2008; 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, 2008 only if the Grantee is still employed by a Participating Company on that date, and (b) if the Grantee ceases to be employed by a Participating Company before the restrictions lapse on any Shares held by him or her, the Shares still subject to restrictions shall be immediately forfeited. (iv) 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 Restricted Stock for all or a portion of the period in which the Grantee continuously serves as a member of the Board. (v) Disability or Retirement. As permitted by Section 6.7 of the Plan, in the case of the disability or retirement of the Grantee prior to the end of the Performance Period, the Committee reserves the right, in its sole discretion, to alter the amount of the original grant to the Grantee (up to the full amount of the original grant), subject to the adjustment of the original grant based upon the Performance Criteria. (C) Additional Legend. During the Restricted Period, shares shall be placed in a restricted book entry account on the books of the Transfer Agent or certificates evidencing the Restricted Stock shall bear the following additional legend: "These shares have been issued pursuant to the Vectren Corporation At Risk Compensation Plan ("Plan") and are subject to forfeiture to Vectren Corporation in accordance with the terms of the Plan and an Agreement between Vectren Corporation and the person in whose name the certificate is registered. These shares may not be sold, pledged, exchanged, transferred, hypothecated or otherwise disposed of except in accordance with the terms of the Plan and said Agreement." 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 amount of Restricted Stock granted hereunder. 3. Dividends. Prior to the lifting of restrictions, the Grantee shall be entitled to receive all dividends on the Restricted Stock, which shall not be refundable in the event the Grant is forfeited in whole or in part. 4. Investment Representation. By executing this Agreement, Grantee represents that the Grant 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 shares 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. Other Legends. Certificates evidencing shares issued pursuant to this Grant may bear a legend setting forth among other things such restrictions on the disposition or transfer of the shares of Vectren as Vectren may deem consistent with the above representations or appropriate to comply with federal and state securities laws. 6. Continued Employment. Nothing in this Agreement shall restrict the right of Vectren 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, 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. Grantee may satisfy the withholding obligation by paying the amount of any taxes in immediately available funds or, with the approval of the Committee, shares of Vectren common stock may be deducted from the payment. The amount of the withholding and, if applicable, the number of shares to be deducted shall be determined by the Committee or its designee as of when the withholding is required to be made, provided that the number of shares of Vectren common stock so withheld shall not exceed the minimum required amount of such withholding. 9. Other Plans. Grantee acknowledges that any income derived from the sale of the Shares will not affect the Grantee's participation in, or benefits under, any other benefit plan maintained by Vectren. 10. Notices. All notices by the Grantee or his or her assigns to Vectren shall be addressed to Vectren Corporation, P.O. Box 209, 20 N.W. Fourth Street, Evansville, Indiana 47702, Attention: Corporate Secretary, or such other address as Vectren may, from time to time, specify. VECTREN CORPORATION By: __________________________________ Accepted as of the date first above written __________________________________, Grantee EX-99.2 3 vvc8k_stockex99-2.txt NO-QUALIFIED STOCK OPTION AGREEMENT-COMPENSATION EX 99-2 VECTREN CORPORATION AT RISK COMPENSATION PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (OFFICER) Name of Grantee: ____________________________ No. of Shares:________________ Date of Grant: January 1, 2005 Price per Share:______________ This Non-Qualified Stock Option Agreement (this "Agreement") by and between VECTREN CORPORATION ("Vectren") and the Grantee named above (the "Grantee") evidences the grant, by Vectren, of a Non-Qualified Stock Option to the Grantee on the date stated above (the "Date of Grant") and the Grantee's acceptance of such option in accordance with the provisions of the Vectren Corporation At Risk Compensation Plan (the "Plan"). Vectren and the Grantee agree as follows: 1. Shares Optioned and Option Prices. The Grantee is hereby granted a Non-Qualified Stock Option to purchase the number of shares of Common Stock, without par value, of Vectren (the "Shares") stated above at the price per Share stated above, subject to the terms and conditions of this Agreement and the Plan (the "Option"). The Option is not intended to be a tax qualified option (within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")). 2. Exercise Period. The term of the Option is a period of ten (10) years from the Date of Grant (the "Option Term"), subject to earlier termination as provided below. Except as otherwise provided below, the Option becomes exercisable with respect to the first 34 percent of the Shares of Common Stock covered by the Option on and after January 1, 2006 (the "Lift Date"). Thereafter, one-half of the remaining Shares of Common Stock covered by the Option will become exercisable on the first anniversary of the Lift Date, and the remainder of the Shares of Common Stock covered by the Option will become exercisable on the second anniversary of the Lift Date. When the Option becomes exercisable with respect to any Shares, those Shares may be purchased at any time, or from time to time, in whole or in part, until the Option Term expires, but in no case may fewer than 50 Shares be purchased at any one time, except to purchase a residue of fewer than 50 Shares. Notwithstanding the above, the Compensation Committee of the Vectren Board of Directors (the "Committee") may at any time waive the exercise restrictions contained in this paragraph 2. 3. Termination, Retirement, Death, Disability or Change in Control. Notwithstanding the provisions of paragraph 2 above: (a) In the event of a Grantee's death, Disability or Retirement (as defined in the Plan), or in the event of a Change in Control of Vectren (as defined in the Plan), Options granted to the Grantee shall be considered immediately vested and shall be exercisable at such time as specified in Paragraph 2 of this Option Agreement. (b) Subject to Article X of the Plan, in the event the Grantee resigns or is terminated from the Company, Options which have not vested by such date shall be forfeited, and the Grantee shall have three months from such date to exercise vested Options (but not beyond the expiration of the term of the Option, if earlier). Notwithstanding the foregoing, if the Grantee is terminated from the Company for Cause (as defined in Section 10.4 of the Plan), the Grantee shall be required to exercise any vested Options immediately, and any vested Options not immediately exercised shall lapse. (c) Notwithstanding the foregoing provisions of this paragraph 3, the Option shall not in any event be exercisable after the tenth anniversary of the Date of Grant. 4. Exercise. The Option may be exercised by the Grantee (or, in the case of the death of the Grantee, by the person or persons to whom the Option was transferred by will or the laws of descent and distribution) by delivering or mailing written notice of the exercise and full payment of the purchase price to the Secretary of Vectren. The written notice shall be signed by each person entitled to exercise the Option and shall specify the address and social security number of each such person. If any person other than the Grantee purports to be entitled to exercise all or any portion of the Option, the written notice shall be accompanied by proof, satisfactory to the Secretary of Vectren, of that entitlement. The written notice shall be accompanied by full payment in immediately available funds or, if consented to by the Committee, in Shares (which have been held by him or her for at least six (6) months) represented by certificates transferring ownership to Vectren and with an aggregate fair market value (as determined by the Committee pursuant to the requirements of Section 422 of the Code) equal to the purchase price on the date the written notice is received by the Secretary, or in any combination of cash and such Shares; provided, however, that to the extent consented to by the Committee, the Option may be exercised by delivering a properly executed exercise note together with irrevocable instructions to a broker to deliver promptly to the Corporation the total option price in cash and, if desired, the amount of any taxes to be withheld from his or her compensation as a result of the withholding tax obligation of the Corporation or any of the Subsidiaries. The written notice will be effective and the Option shall be deemed exercised to the extent specified in the notice on the date that the written notice (together with the required accompaniments) is received by the Secretary of Vectren at its then executive offices during regular business hours. 5. Transfer of Shares Upon Exercise. As soon as practicable after receipt of an effective written notice of exercise and full payment of the purchase price as provided in paragraph 4, the Secretary of Vectren shall cause ownership of the appropriate number of Shares to be transferred to the person or persons exercising the Option by having a certificate or certificates for those Shares registered in the name of such person or persons and shall have such certificate delivered to the appropriate person; provided, however, that if the Grantee elects to have Shares withheld to meet tax withholding requirements with the Committee's approval, the number of Shares issued shall be appropriately reduced. Notwithstanding the foregoing, if Vectren or a Subsidiary requires reimbursement of any tax required by law to be withheld with respect to Shares, the Secretary shall not transfer ownership of those Shares until the required payment is made. 6. Transferability. The rights under this Agreement may not be transferred except by will or the laws of descent and distribution, except that this Agreement may be transferred by the Grantee to a revocable trust, or any other trust qualifying as a "grantor trust" under Sections 671-677 of the Internal Revenue Code of 1986, as amended, to be held during the lifetime of the Grantee for his or her benefit. The rights under this Agreement may be exercised during the lifetime of the Grantee only by the Grantee. 7. Authorized Leave. Authorized leaves of absence from Vectren or a Subsidiary shall not constitute a termination of employment for purposes of this Agreement. 8. Compliance With Rule 144. The transfer of Shares to the Grantee receives upon the exercise of the Option will have been registered under the Securities Act of 1933, as amended (the "1933 Act"). If the Grantee is an "affiliate" of the Company, as that term is defined in Rule 144, promulgated pursuant to the 1933 Act ("Rule 144"), the Grantee may not sell the Shares received upon the exercise of the Option except in compliance with Rule 144. Certificates representing Shares issued to an "affiliate" of the Company may bear a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply with federal and state securities laws. 9. No Right to Continued Service. Nothing in this Agreement shall be deemed to confer on the Grantee any right to continue in the employ of Vectren or the Subsidiaries or to affect any rights of Vectren, a Subsidiary, or the shareholders of Vectren to terminate the service of the Grantee at any time. 10. The Plan. The Option and this Agreement are subject to all the terms, provisions and conditions of the Plan, which is incorporated herein by reference, and to such regulations as may from time to time be adopted by the Committee. A copy of the Plan has been furnished to the Grantee with the execution of this Agreement and an additional copy may be obtained from Vectren at any time. 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. 11. Other Plans. The Grantee acknowledges that any income derived from the sale of the Shares will not affect the Grantee's participation in, or benefits under, any other benefit plan maintained by Vectren. 12. Notices. All notices by the Grantee or his or her assigns to Vectren shall be addressed to Vectren Corporation, P.O. Box 209, 20 N.W. Fourth Street, Evansville, Indiana 47702, Attention: Corporate Secretary, or such other address as Vectren may, from time to time, specify. IN WITNESS WHEREOF, Vectren, by its duly authorized officer, and the Grantee have executed this Agreement as of the 1st day of January, 2005. VECTREN CORPORATION By: ___________________________________________ Its: Duly Authorized Signatory on behalf of the Compensation and Benefits Committee ----------------------------------------------- , Grantee -----END PRIVACY-ENHANCED MESSAGE-----