Commission | Registrant; State of Incorporation | IRS Employer | ||
File Number | Address; and Telephone Number | Identification No. | ||
001-09057 | WEC ENERGY GROUP, INC. | 39-1391525 | ||
(A Wisconsin Corporation) | ||||
231 West Michigan Street | ||||
P.O. Box 1331 | ||||
Milwaukee, WI 53201 | ||||
(414) 221-2345 |
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. | |
WEC ENERGY GROUP, INC. | |
(Registrant) | |
/s/ William J. Guc | |
Date: December 8, 2017 | William J. Guc, Vice President and Controller |
1. | AWARD |
2. | RESTRICTED PERIOD; VESTING |
(a) | Restricted Period. During the period beginning on the Award Date and ending on the day before the first anniversary of the Award Date (the “Restricted Period”), to the extent that all or any portion of the Stock Award is not vested, the Employee may not sell, transfer, pledge, assign, or otherwise alienate or hypothecate, voluntarily or involuntarily, shares covered by the non-vested portion of the Stock Award, except by will or the laws of descent and distribution. As the Stock Award vests in accordance with subsection 2(b), the vested portion of the Stock Award shall be free of the foregoing restrictions. |
(b) | Vesting. As long as the Employee remains an employee of the Company or its subsidiaries, the Stock Award will vest over the Restricted Period in accordance with the following schedule: |
Years of Service from the Award Date | % of Shares Becoming Vested (rounded to the nearest whole share) |
Less than 1 | 0% |
At least 1 | 100% |
(c) | Notwithstanding subsection 2(b), the following provisions shall govern: |
(i) | Termination due to Death or Disability; Occurrence of Change in Control. If, during the Restricted Period, (A) the Employee’s employment with the Company and its subsidiaries terminates by reason of the Employee’s disability or death or (B) a Change in Control (as defined in paragraph 14 of |
(ii) | Resignation for Good Reason. If, during the Restricted Period, Employee’s employment with the Company and its subsidiaries terminates by reason of the Employee’s resignation for good reason, any unvested portion of the Stock Award shall become fully vested with respect to all shares covered by the Stock Award and all transfer restrictions shall lapse. For purposes of the foregoing, “good reason” shall mean a material diminution in the Employee's authority, duties, or responsibilities, including, but not limited to, the Company's appointment of a successor Chief Executive Officer. |
(iii) | Other Termination. If the Employee’s employment terminates for any reason other than those described in paragraphs (i) and (ii) during the Restricted Period (excluding transfers as noted under subsection 2(b)), the Employee shall forfeit all shares covered by the unvested portion of the Stock Award (determined above in subsection 2(b)) as of the date of such termination, without any further obligation of the Company to the Employee and all rights of the Employee with respect to such Restricted Stock shall terminate. Notwithstanding the foregoing, the Compensation Committee may, in its discretion, vest shares upon the Employee’s termination from employment. |
3. | RIGHTS DURING RESTRICTED PERIOD |
4. | CUSTODY |
5. | TAX WITHHOLDING |
6. | IMPACT ON OTHER BENEFITS |
7. | REGISTRATION |
(a) | Any shares issued pursuant to the Stock Award hereunder shall be shares that are listed for trading on a national securities exchange and registered under the Securities Act of 1933, as amended. The Company does not have an obligation to sell or issue shares that are not so registered. In the event that shares are not effectively registered, but can be issued by virtue of an exemption under the Securities Act of 1933, as amended, the Company may issue shares to the Employee if the Employee represents that such shares are being acquired as an investment and not with a view to, or for sale in connection with, the distribution of any such shares. Certificates for shares issued under the circumstances of the preceding sentence shall bear an appropriate legend reciting such representation. |
(b) | In no event shall the Company be required to sell, issue or deliver shares pursuant to this Stock Award if, in the opinion of the Committee, the issuance thereof would constitute a violation by either the Employee or the Company of any provision of any law or regulation of any governmental authority or any securities exchange. As a condition of any sale or issuance of shares deliverable under the Stock Award, the Company may place legends on the shares, issue stop-transfer orders and require such agreements or undertakings from the Employee as the Company may deem necessary or advisable to assure compliance with any such law or regulation. |
8. | PLAN GOVERNS |
9. | NO EMPLOYMENT RIGHTS |
10. | UNDERTAKING BY EMPLOYEE |
11. | BINDING EFFECT |
12. | HEADINGS |
13. | ENTIRE AWARD; MODIFICATION |
14. | SEVERABILITY |
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