FALSEXCEL ENERGY INC0000072903MN00000729032024-05-222024-05-22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) May 22, 2024
| | | | | | | | |
| Xcel Energy Inc. |
| (Exact name of registrant as specified in its charter) |
| | |
| Minnesota |
| (State or other jurisdiction of incorporation) |
| | | | | | | | | | | | | | | | | | | | |
| 001-3034 | | | | 41-0448030 |
| (Commission File Number) | | | | (IRS Employer Identification No.) |
| | | | |
| 414 Nicollet Mall | Minneapolis | Minnesota | | | | 55401 |
(Address of Principal Executive Offices)
| | | | (Zip Code) |
| | | | | |
| 612 | 330-5500 |
| (Registrant’s Telephone Number, Including Area Code) |
| | |
| N/A |
| (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) |
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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $2.50 par value per share | | XEL | | Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2024, Xcel Energy Inc. (“Xcel Energy”) held its 2024 Annual Meeting of Shareholders, at which the Xcel Energy shareholders approved the Xcel Energy Inc. 2024 Equity Incentive Plan (“2024 Plan”). Upon approval by shareholders, the 2024 Plan replaced the Xcel Energy Inc. Amended and Restated 2015 Omnibus Incentive Plan. The 2024 Plan reserves 12,000,000 shares of Xcel Energy common stock for issuance of awards under the 2024 Plan, which may be granted pursuant to stock options, stock appreciation rights, restricted stock, stock units and other stock-based awards to eligible recipients, who may include employees of Xcel Energy and its subsidiaries and non-employee directors of Xcel Energy. A more detailed summary of the 2024 Plan is set forth in Xcel Energy’s proxy statement for its 2024 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2024 (the “2024 Proxy Statement”). The 2024 Plan is on file with the SEC as Exhibit 4.03 to Xcel Energy’s Registration Statement on Form S-8 dated May 22, 2024, which is incorporated herein by reference.
On May 22, 2024, the Xcel Energy Board of Directors (the “Board”) approved the Xcel Energy Inc. Stock Program for Non-Employee Directors, a sub-plan under the 2024 Plan pursuant to which equity and deferral awards may be issued to non-employee directors of Xcel Energy. This sub-plan became effective upon the approval of the 2024 Plan by Xcel Energy’s shareholders, and a copy of the sub-plan is filed as Exhibit 10.01 hereto.
On May 22, 2024, the Governance, Compensation and Nominating Committee of the Board approved forms of award agreements to be used under the 2024 Plan for awards of restricted stock units, performance share units and restricted stock. A copy of the forms of award agreements are filed as Exhibit 10.02, Exhibit 10.03 and Exhibit 10.04 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Xcel Energy held its 2024 Annual Meeting of Shareholders on May 22, 2024. At the meeting, shareholders:
•elected all 13 directors nominated by the Board;
•approved, on an advisory basis, Xcel Energy’s executive compensation as set forth in the 2024 Proxy Statement;
•approved the 2024 Plan; and
•ratified the appointment of Deloitte & Touche LLP as Xcel Energy’s independent registered public accounting firm for 2024.
Set forth below are the final voting results for each of the proposals.
Proposal No. 1 — Election of Directors | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | For | | Against | | Withheld | | Broker Non-Votes |
| Megan Burkhart | | 406,188,664 | | 8,864,376 | | 4,705,852 | | 52,010,530 |
| Lynn Casey | | 413,964,649 | | 4,512,041 | | 1,282,202 | | 52,010,530 |
| Robert Frenzel | | 397,808,640 | | 20,726,310 | | 1,223,942 | | 52,010,530 |
| Netha Johnson | | 414,075,654 | | 4,447,870 | | 1,235,368 | | 52,010,530 |
| Patricia Kampling | | 404,921,915 | | 10,117,007 | | 4,719,970 | | 52,010,530 |
| George Kehl | | 412,211,407 | | 6,322,629 | | 1,224,856 | | 52,010,530 |
| Richard O’Brien | | 397,907,959 | | 14,554,760 | | 7,296,173 | | 52,010,530 |
| Charles Pardee | | 414,072,948 | | 4,470,515 | | 1,215,429 | | 52,010,530 |
| Christopher Policinski | | 388,594,983 | | 23,895,941 | | 7,267,968 | | 52,010,530 |
| James Prokopanko | | 413,751,193 | | 4,781,897 | | 1,225,802 | | 52,010,530 |
| Timothy Welsh | | 416,213,850 | | 2,319,607 | | 1,225,435 | | 52,010,530 |
| Kim Williams | | 393,911,382 | | 18,495,416 | | 7,352,094 | | 52,010,530 |
| Daniel Yohannes | | 413,065,107 | | 5,459,278 | | 1,234,507 | | 52,010,530 |
Proposal No. 2 — Advisory Vote on Executive Compensation (Say on Pay Vote)
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 327,887,688 | | 89,832,381 | | 2,038,823 | | 52,010,530 |
Proposal No. 3 — Approval of the Xcel Energy Inc. 2024 Equity Incentive Plan
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 389,539,485 | | 28,446,769 | | 1,772,638 | | 52,010,530 |
Proposal No. 4 — Ratification of Independent Registered Public Accounting Firm
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 454,535,691 | | 15,975,246 | | 1,258,485 | | — |
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| | | | | | | | |
| Exhibit | | Description |
| | |
| | |
| | |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| | | | | |
| May 23, 2024 | Xcel Energy Inc. (a Minnesota corporation) |
| |
| /s/ AMY SCHNEIDER |
| Amy Schneider |
| Vice President, Corporate Secretary and Securities |
XCEL ENERGY INC.
STOCK PROGRAM FOR NON-EMPLOYEE DIRECTORS
(Effective May 22, 2024)
1.Purpose. The purposes of this Program are: (a) to enable a portion of the compensation of each Non-Employee Director of Xcel Energy Inc. (the “Company”) to be tied to the performance of Company Stock; and (b) to permit each such Non-Employee Director to elect to defer receipt of all or a portion of his/her retainer, board or committee meeting fees.
The Company intends the Program to be compliant with Code Section 409A and the regulations and other guidance issued thereunder. This Program is considered a sub-plan of the Xcel Energy Inc. 2024 Equity Incentive Plan (the “Plan”). The terms and conditions of the Program shall be considered part of an Award Agreement under the Plan with respect to any Program Award to any Non-Employee Director. Except as otherwise provided, any capitalized term used herein shall have the same meaning as given the term by the Plan.
2.Definitions.
(a)“Award” for purposes of the Program shall mean a Deferral Award or an Equity Award.
(b)“Award Date” shall mean with respect to an Equity Award, the Grant Date of such an Award as specified in or pursuant to an action by the Board, and shall mean with respect to a Deferral Award the date the Compensation subject to the Deferral Award would otherwise have been paid to the Non-Employee Director as specified in or pursuant to an action by the Board.
(c)“Beneficiary” shall mean beneficiary or beneficiaries designated under Section 6(d) of the Plan or, in the absence of any such designation or in the event that such designated persons or person shall predecease such Participant, to the Participant’s estate.
(d)“Compensation” shall mean payments of cash compensation which a Non-Employee Director receives or is entitled to receive from the Company for services as a member of its Board. Such payments may include directors’ retainers, including annual retainers and retainers for committee, chair or lead director service, board meeting fees and committee meeting fees, but shall exclude direct reimbursement of expenses.
(e)“Deferral Award” shall mean an Award of Stock Equivalents made pursuant to a deferral election described in Section 4 hereof.
(f)“Effective Date” shall mean the date this Program becomes effective, as provided in Section 20.
(g)“Election Form” shall mean the form, whether written or electronic, approved by the Company and filed by the Participant specifying the Participant’s elections made pursuant to Sections 3 and 4 which shall continue in effect until the Participant’s “separation from service” (as the term is defined for purposes of Code Section 409A) as a member of the Board (a “Termination of Service”) or, if the Participant provides the Company with earlier written notice to change the election, the end of the calendar year in which such written notice is received by the Company. An Election Form must be filed with the Company prior to the beginning of a calendar year in which an election is effective. Notwithstanding the preceding sentence, in the case of an individual who becomes a Non-Employee Director after the first day of a calendar year, a deferral election must be made prior to the date such individual becomes a Non-Employee Director, subject to such terms and conditions as may be further described herein.
(h)“Equity Award” shall mean an Award of Stock or Stock Equivalents made pursuant to an election described in Section 3 hereof.
(i)“Participant” shall mean any Non-Employee Director who receives an Award.
(j)“Plan” shall mean the Xcel Energy Inc. 2024 Equity Incentive Plan, as in effect from time to time.
(k)“Program” shall mean this Stock Program for Non-Employee Directors of the Company, as amended and in effect from time to time.
(l)“Stock Account” shall mean the bookkeeping account to which Stock Equivalent Awards are credited in the name of a Participant as described in Section 6 of this Program.
(m)“Stock Equivalents” shall mean the units, representing a like number of Shares, that are credited to a Non-Employee Director’s Stock Account under Sections 5 through 7 of this Program.
3.Equity Awards. The Board may make Equity Awards to Participants from time to time in such amount and number as the Board shall determine in its sole discretion. If such an award is made by the Board, then a Participant may elect to receive the award in the form of Stock, Stock Equivalents or some combination of the two. Prior to the beginning of a calendar year in which an Equity Award is to be granted, each Participant eligible to receive an Equity Award must elect, on an Election Form, what portion of such award will be granted to the Participant in Shares of Stock and what portion of such award will be granted to the Participant in Stock Equivalents. In the absence of a deferral election, Equity Awards shall be paid as shares of Stock for any given year.
4.Deferral Awards. In accordance with this Section, a Non-Employee Director may elect to receive Deferral Awards in lieu of all or a portion of his/her Compensation by filing with the Company an Election Form. Unless the Committee specifies a greater amount, Deferral Awards shall be made in a dollar amount equal to the amount of Compensation the Non-Employee Director has elected to defer and shall be converted into Stock Equivalents and credited to a Participant’s Stock Account as provided in Section 6. In the absence of a deferral election, the Compensation shall be paid in cash for any given year.
5.Stock Accounts. The Company shall establish on its books a Stock Account in the name of each Participant to reflect the Company’s liability to each Participant who has received an Award of Stock Equivalents. To this Stock Account shall be credited each Deferral Award and the portion of an Equity Award granted in the form of Stock Equivalents, plus dividend equivalents. A Participant’s Stock Account may be divided into as many subaccounts as the Board determines necessary or desirable for the administration of the Program. Payments to a Participant or Beneficiary upon settlement of Stock Equivalents following Termination of Service shall be debited to the Stock Account. In addition, debits and credits to the Stock Account shall be made in the manner provided hereafter. Despite the maintenance of such Stock Account for each Participant, the Company’s obligation to make distributions under the Program shall be made from the Company’s general assets and property. The Company may, in its sole discretion, establish a separate fund or account to make payment to a Participant or Beneficiary hereunder. Whether the Company, in its sole discretion, does establish such a fund or account, no Participant or Beneficiary or any person shall have, under any circumstances, any interest whatever in any particular property or assets of the Company by virtue of this Program or of the Plan.
6.Crediting of Awards.
(a)An Award in the form of Stock Equivalents (whether from a Deferral Award or the portion of an Equity Award granted in the form of Stock Equivalents) shall be credited to a Participant’s Stock Account as of the applicable Award Date. If such an Award is originally expressed in dollars, it shall be converted into a number of Stock Equivalents by dividing the dollar amount of such Award by the Fair Market Value of a Share on the business day preceding the applicable Award Date, calculated to three decimal places. The resulting number of Stock Equivalents shall be credited to the Participant’s Stock Account as of the applicable Award Date.
(b)The Shares subject to the portion of an Equity Award granted in the form of Stock shall be issued to a Participant as soon as administratively practicable following the applicable Award Date. Delivery of the Shares may occur by electronic delivery of such Shares to a brokerage account designated by the Participant, or book-entry registration of such Shares in the Participant’s name with the Company’s transfer agent.
7.Crediting of Dividend Equivalents/Capitalization Adjustments.
(a)On each date on which a dividend in cash or property (other than a stock dividend) is distributed by the Company on issued and outstanding Shares, the Stock Account of a Participant shall be credited, subject to Section 7(b), with additional Stock Equivalents as follows: (i) the dollar amount of the fair market value of the cash or property so distributed per issued and outstanding Share shall be multiplied by the number of Stock Equivalents (including fractions) in the Participant’s Stock Account on the record date for such distribution; (ii) this dollar amount shall then be converted into Stock Equivalents equal to the number of Shares, calculated to three decimal places, that could be purchased on the payment date for such distribution by dividing such dollar amount by a price per share equal to the Fair Market Value on such payment date.
(b)The Board shall appropriately adjust the number of Stock Equivalents in each Participant’s Stock Account as provided in Section 12(a) of the Plan.
8.Change in Ownership. If the Company shall be a party or subject to any consolidation, merger, share exchange or other transaction which, in any case, constitutes either a “change in the ownership” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A (a “Change in Ownership”), then in connection with such transaction either (i) the acquiring, surviving or successor corporation (or its direct or indirect parent corporation) shall continue the Program in accordance with the Plan and the Stock Equivalents in each Participant’s Stock Account on the day immediately preceding the effective date of such transaction shall be converted into an appropriate number of stock equivalents of such other entity, or (ii) the Board shall terminate the Program and the entire remaining balance in each Participant’s Stock Account shall be paid in a single distribution to the Participant in Shares, cash or a combination of both within the time periods permitted by and otherwise in accordance with the requirements of Code Section 409A. For purposes of any cash payment made pursuant to this Section 8, the value of a Stock Equivalent shall be computed as the greater of (a) the Fair Market Value on or nearest the date on which the Change in Ownership is deemed to occur, or (b) the highest per Share amount actually paid in connection with the Change in Ownership.
9.Time of Payment of Awards.
(a)Except as provided in Section 11, any Awards involving the grant of Stock Equivalents shall not be payable to a Participant prior to the Participant’s Termination of Service.
(b)Upon a Termination of Service, except as provided in subsection (c) below, the balance of a Participant’s Stock Account shall be paid in the manner elected by the Participant, which may either be in the form of a lump sum or in substantially equal annual installments payable over a period that may range between 2 and 10 years. Such lump sum payment shall be made, or such installment payments shall commence, between January 1st and March 31st of the year following Termination of Service, with subsequent installment payments made during the same time period each year. The number of Shares and cash in lieu of any fractional Stock Equivalent to be distributed shall be calculated as set forth in Section 10. A Participant may only make one distribution election for all amounts deferred under this Program, and once made, such election shall be irrevocable. Any distribution election must be made at the earlier of (i) the time the Participant makes his or her initial deferral election under Section 4, or (ii) prior to the beginning of the calendar year for which the Participant first receives an Equity Award denominated in Stock Equivalents. The distribution election must be made in writing on a form approved by the Company.
(c)Notwithstanding any election made by a Participant, in the event of a Participant’s death or Disability prior to payment in full of a Participant’s Stock Account, the entire remaining balance in the Participant’s Stock Account shall be paid in a single lump sum distribution to the Participant or the Participant’s Beneficiary, as applicable, within 90 days after the Participant’s death or Disability (and in no event shall the Participant or Beneficiary directly or indirectly be permitted to designate the year of payment).
10.Form of Payment. Except as otherwise provided in the Program, Awards shall be payable to a Participant only as a distribution of whole Shares equal to the number of whole Stock Equivalents credited to the Participant’s Stock Account to be distributed, and cash for any fractional Stock Equivalent to be distributed. In converting a fractional Stock Equivalent in a Participant’s Stock Account into cash for payment purposes, such conversion shall be based on the Fair Market Value of a Share on the business day preceding the applicable distribution date. All rights to receive Shares upon distribution of the Participant’s Stock Account shall be issued under the Plan.
11.Amendment or Termination. The Board may amend or terminate this Program at any time; provided, however, that no amendment or termination shall adversely affect any prior Awards or rights under this Program. Any termination of this Program shall comply in all respects to the requirements of Code Section 409A and the regulations issued thereunder to the extent applicable.
12.Expenses. The expenses of administering the Program shall be borne by the Company, and shall not be charged against any Participant’s Awards.
13.No Trust. No action by the Company or the Board under this Program shall be construed as creating a trust, escrow or other secured or segregated fund or other fiduciary relationship of any kind in favor of any Participant, Beneficiary, or any other persons otherwise entitled to Awards. The status of the Participant and Beneficiary with respect to any liabilities assumed by the Company hereunder shall be solely those of unsecured creditors of the Company. Any asset acquired or held by the Company in connection with liabilities assumed by it hereunder, shall not be deemed to be held under any trust, escrow or other secured or segregated fund or other fiduciary relationship of any kind for the benefit of the Participant or Beneficiary or to be security for the performance of the obligations of the Company, but shall be, and remain, a general, unpledged, unrestricted asset of the Company at all times subject to the claims of general creditors of the Company.
14.No Impact on Directorship. This Program shall not be construed to confer any right on the part of a Participant to be or remain a Director or to receive any, or any particular rate of, Compensation.
15.Administration. The Board shall administer this Program in accordance with Section 3 of the Plan.
16.Shareholder Rights. A Participant shall not be deemed for any purpose to be or have rights as a shareholder of the Company as a result of the crediting of Stock Equivalents to the Participant’s Stock Account, until and unless the Participant becomes the record holder of the underlying Shares as provided in Section 6(f) of the Plan.
17.Securities Laws. Distribution of Shares to a Participant upon distribution of his/her Stock Account shall be subject to compliance with applicable laws, Company policies, and stock exchange rules as provided in Section 16(c) of the Plan.
18.Relationship to the Plan. This Program has been adopted pursuant to the Plan, and the Program and all Awards hereunder are subject to the terms of the Plan. If there is any conflict or inconsistency between the terms of the Program and the terms of the Plan, the terms of the Plan shall control.
19.Effective Date. This Program is effective upon approval of the Plan by the shareholders of the Company at the 2024 annual meeting of shareholders of the Company.
20.Code Section 409A. The provisions of this Policy are intended to comply with the requirements of Code Section 409A, and to the maximum extent permitted this Policy shall be limited, construed and interpreted in accordance with such intent. The right to receive payments in the form of installments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and distinct payment for purposes of Code Section 409A.
XCEL ENERGY INC. 2024 EQUITY INCENTIVE PLAN
Restricted Stock Unit / Performance Share Unit Award Agreement – [YEAR] Grant
Xcel Energy Inc. (the “Company” and collectively with its Affiliates, “Xcel Energy”), pursuant to its 2024 Equity Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, an Award of Restricted Stock Units and/or an Award of Performance Share Units as set forth below. The terms and conditions of such Award(s) are set forth in this Award agreement and any exhibits hereto (the “Agreement”) and in the Plan document, a copy of which has been provided to you. Any capitalized term used but not defined in this Agreement shall have the same meaning assigned to it in the Plan (as it currently exists or as it may be amended in the future).
Participant: [●] Grant Date: [●]
1.Granting of Award. The Company has granted to you, subject to the terms and conditions in this Agreement and the Plan, an Award of the number of Restricted Stock Units and/or an Award of the number of Performance Share Units as specified below (collectively, “Units”). The grant of such Award(s) is effective as of the applicable Grant Date set forth above. As used herein, the term “Award” refers to each Award described below, and includes additional units credited with respect to that Award upon the deemed reinvestment of dividend equivalents, if any, that are credited in accordance with this Agreement (“Dividend Equivalent Units”).
[Restricted Stock Units. The Company hereby grants you an Award of Restricted Stock Units as set forth below:
| | | | | |
| Scheduled Vesting Date | Restricted Stock Units |
| [Month, date, year] | [#] |
All of the Restricted Stock Units granted to you as shown above will vest on the Scheduled Vesting Date noted above (which, along with any vesting date provided for in Section 3 (each, a “Vesting Date”) for this Restricted Stock Unit Award (it being understood that if such Vesting Date is not a business day (defined below), that the Restricted Stock Units will vest on the preceding business day to such date and such preceding business day shall be the “Vesting Date”), if your Service has been continuous from the Grant Date to the Vesting Date (the “Period of Restriction”).]
[Performance Share Units. The Company hereby grants you Awards of Performance Share Units as set forth below:
| | | | | | | | |
| Type | Performance Period | Performance Share Units (at Target) |
| [TSR]1 | [Performance Period] | [#] |
| [Environmental]2 | [Performance Period] | [#] |
The number of Performance Share Units that shall be eligible to vest, which may be more or less than the Performance Share Units target numbers shown above, will be based on the extent to which the performance goals set forth in the applicable exhibit to this Agreement (each, an “Exhibit”) have been achieved during the applicable “Performance Period” noted above and such performance has been certified in writing by the Committee. The “Vesting Date” for these Performance Share Units shall be the last day of the Performance Period. The payment and/or settlement of the Performance Share Units will occur as specified in Section 5 below.]
2.Nature of Units; No Shareholder Rights. The Units subject to the Award(s) will be credited to an account in your name maintained by the Company. This account shall be unfunded and maintained for bookkeeping purposes only, with the Units simply representing an unfunded and unsecured obligation of a general creditor of the Company. The Units subject to the Award(s) may not be sold, assigned, transferred, pledged or otherwise encumbered by you, and do not entitle you to any rights as a shareholder of the Company unless and until Shares are issued to you upon settlement of the Units as provided in Section 5.
3.Termination of Service.
(a)Upon your termination of Service due to death during any Period of Restriction or Performance Period, as applicable, your unvested Units (at target levels for any Performance Share Units), including any credited Dividend Equivalent Units, shall immediately vest one hundred percent (100%) and shall be paid as soon as administratively feasible in accordance with Section 5(b) hereof.
1 Subject to additional terms set forth in Exhibit A attached hereto.
2 Subject to additional terms set forth in Exhibit B attached hereto.
(b)Upon your termination of Service due to Disability during any Period of Restriction or Performance Period, as applicable, your unvested Units (at target levels for any Performance Share Units), including any credited Dividend Equivalent Units, shall immediately vest one hundred percent (100%) and shall be paid to you (or your personal representative) as soon as administratively feasible in accordance with Section 5(a) hereof.
(c)Upon your termination of Service due to your Retirement (as defined herein):
(1)during the Period of Restriction applicable to your Restricted Stock Unit Award, you will be eligible to have such Award vest on the Vesting Date for such Award set forth on the first page of this Agreement equal to the number of Units that would have otherwise vested on the Vesting Date had you not retired.
(2)during any Performance Period applicable to your Performance Share Units, you will be eligible to have such Award vest on the last day of the Performance Period equal to the number of Units that would have otherwise vested in accordance with the terms of the applicable Exhibit had you not retired.
(3)For purposes of this Award, “Retirement” means any voluntary termination of your Service by you that occurs at or after you have attained at least age 55 with 10 years or more of continuous Service, provided that no less than three months and no more than six months prior to your termination of Service you provided notice to the Company of your intention to retire.
(d)Upon your termination of Service by the Company other than for Cause:
(1)during the Period of Restriction applicable to your Restricted Stock Unit Award, you will be eligible to have a pro rata portion of such Award vest on the Vesting Date for such Award set forth on the first page of this Agreement, such pro rata portion to be equal to the number of Units that would otherwise vest on the Vesting Date had there not been a termination of Service, multiplied by a fraction whose numerator is the number of whole months during which you were providing Service during such Period of Restriction and whose denominator is the length of the Period of Restriction, expressed as a number of months.
(2)during any Performance Period applicable to your Performance Share Units, you will be eligible to have a pro rata portion of such Award vest on the applicable Vesting Date, such pro rata portion to be equal to the number of Units that would otherwise vest in accordance with the terms of the applicable Exhibit had there not been a termination of Service, multiplied by a fraction whose numerator is the number of whole months during which you were providing Service during such Performance Period and whose denominator is the length of the Performance Period, expressed as a number of months.
(e)Upon your termination of Service during any Period of Restriction or Performance Period under any circumstances other than those set forth in Sections 3(a), (b), (c) and (d) above (including due to a retirement that does not meet the definition of “Retirement” set forth in this Agreement), such unvested Award shall be forfeited on the date of such termination. If a termination of Service occurs on the last business day of a Period of Restriction or Performance Period, then you will be deemed to have served through the remainder of the Period of Restriction or Performance Period, as applicable.
4.Vesting of Awards.
(a)Performance Share Units. Subject to Section 3 above, Performance Share Units shall vest only if, and to the extent, any one or more of the performance goals set forth in the applicable Exhibit have been achieved during the applicable Performance Period. If, and to the extent that, any one or more of the performance goals have not been achieved during the applicable Performance Period, your rights to the portion of the Award tied to such unachieved performance goal shall be immediately and irrevocably forfeited as of the last day of such Performance Period (unless previously forfeited pursuant to Section 3 above). The Committee shall determine, in its sole discretion, and certify, whether and to what extent the performance goals have been satisfied as soon practicable after the completion of the applicable Performance Period.
(b)Restrictive Covenants. Any vesting of this Award is conditioned on your compliance with Section 13. Notwithstanding the vesting and subsequent payment of this Award, it shall remain subject to the provisions of Section 13 of this Agreement.
5.Payment of Vested Awards.
(a)Timing and Form of Payment. As soon as administratively feasible following the Vesting Date, but in no event later than March 15 of the year following the calendar year of the applicable Vesting Date, the Company shall cause to be paid to you in settlement of each Unit (including any credited Dividend Equivalent Units) comprising a vested Award, one Share or cash in an amount equal to the Fair Market Value of one such Share (or a combination of cash and Shares with respect to the entire Award) as of the
preceding business day to such payment date, the form of such payment to be as determined by the Committee in its sole discretion or, in connection with Performance Share Units, according to your election made to the extent permitted and within the parameters determined by the Committee and set forth in the applicable Exhibit. Payments shall be made in a lump sum.
(b)Payment upon Death. In the event of your death, amounts that otherwise would have become payable to you in accordance with Section 3(a) will be paid in cash, Shares or a combination thereof, to your designated beneficiary (if such beneficiary has been designated in accordance with the Plan), or if no beneficiary is designated, in accordance with Section 6(d) of the Plan.
6.Dividend Equivalents. When the Company declares a cash dividend on its Shares, dividend equivalents equal in amount to the dividends payable (at the normal common stock declared dividend rate) on a number of Shares equal to the number of Units subject to the Award (at target level for any Performance Share Units) held by you on a dividend record date occurring after the Grant Date and prior to the Vesting Date shall be deemed reinvested in additional Units as of the dividend payment date and credited to your account as additional Units. The number of additional Units so credited shall be determined based on the Fair Market Value of a Share on the dividend payment date. Any additional Units so credited will be subject to the same terms and restrictions applicable to the underlying Awards as provided in this Agreement.
7.Changes in Capitalization of the Company. If there is any equity restructuring or other change in the Company’s corporate capitalization as described in Section 12(a) of the Plan, the Committee shall determine the appropriate adjustment, if any, to each Award as provided in Section 12(a) of the Plan.
8.Change in Control. If any Change in Control occurs, provided that your Service continues to the date of the Change in Control, then:
(a)Your then-outstanding Restricted Stock Unit Awards shall become fully vested and your then-outstanding Performance Share Unit Awards shall immediately vest and all performance conditions shall be deemed satisfied as if target performance was achieved.
(b)Any Awards vested pursuant to Section 8(a) shall be settled in cash, Shares or a combination thereof, as determined by the Committee, in accordance with the timing set forth in Section 5, unless Section 8(c) applies.
(c)If a Change in Control which also constitutes a change in control of the Company as defined by Code Section 409A (a “409A Change in Control”) occurs, any payment due under this Agreement will be made within 30 days following such 409A Change in Control.
9.Recoupment. In addition to the provisions in Section 13 of this Agreement, this Award and any compensation associated with may be made subject to forfeiture, recovery by the Company or other action, at any time, (a) in accordance with the Xcel Energy Inc. Mandatory Compensation Recovery Policy for Section 16 Officers, the Xcel Energy, Inc. Compensation Recovery Policy for Covered Employees, and any other compensation recovery, recoupment or forfeiture policies adopted by Xcel Energy from time to time, and (b) to the extent required by any law, rule of the Securities and Exchange Commission or any listing standard of the securities exchange upon which the Company’s stock is listed, and this Award will be automatically amended to comply with any compensation recovery requirement.
10.Withholding. The Company may require you to remit to it, or may withhold from the settlement of an Award or from your other compensation, an amount sufficient to satisfy any applicable federal, state or local tax, employment, FICA or other mandated withholding requirements in regard to the Award(s) in the year or years the Award(s) become taxable to you. You may elect in accordance with the Plan to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares otherwise payable in settlement of an Award at the rate the Committee determines satisfies applicable withholding requirements of the Code. For this purpose, Awards will be valued using the Fair Market Value of a Share as of the preceding business day to such withholding date. If no election is made, you will be deemed to have elected Shares to be withheld.
11.Plan Incorporated by Reference; Electronic Delivery. The Award(s) are subject in all respects to the terms and conditions of the Plan, which is controlling, and which shall be deemed incorporated into this Agreement. The Company, or a third party designated by the Company, may deliver to you by electronic means any documents related to your participation in the Plan. By accepting this Agreement, you acknowledge receipt of a copy of the Plan.
12.No Right to Employment. Nothing in this Agreement shall limit the right of the Company or any of its Affiliates to terminate your Service as provided in Section 13 of the Plan.
13.Restrictive Covenants.
(a)Non-Disclosure and Return of Confidential Information. During your Service you have or will be given access to and provided with information proprietary to Xcel Energy and not generally known (including trade secret information) about Xcel Energy’s products, services, personnel, technology, research, development, methods, processes, systems, marketing plans, business strategies and plans, merger and acquisition strategies and targets, financial and pricing information, computer programs, source codes, models and databases, analytical models, customer lists and information, and supplier and vendor lists and information (collectively, “Confidential Information”). You agree not to disclose or use Confidential Information, either during or after your Service, except as required by subpoena or other legal process, in which event you will give Xcel Energy’s Chief Legal and Compliance Officer prompt notice of such subpoena or other legal process in order to permit Xcel Energy and any affected individual to seek appropriate protective orders. You further agree to return any and all Confidential Information, whether in hard or electronic format, regardless of the location on which such information may reside, no later than the date of your termination of Service. Notwithstanding any other language in this Agreement to the contrary, you understand that you may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney if such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law or for pursuing an anti-retaliation lawsuit; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and you do not disclose the trade secret except pursuant to a court order. Additionally, notwithstanding any other language in this Agreement to the contrary, nothing in this Agreement prohibits you from providing confidential information to a government agency or otherwise participating in lawful investigation by any government agency.
(b)No Solicitation. During your Service, and for a period of two years after the end of your Service for any reason, you agree that you will not, directly or indirectly, solicit or encourage any Xcel Energy employee, contractor or vendor with whom you have had contact or about whom you have obtained information to terminate, curtail, fail to renew a relationship or otherwise adversely change its relationship with Xcel Energy, [FOR COLORADO EMPLOYEES ONLY: to the extent the foregoing activities involve the use, disclosure, and/or misappropriation of trade secrets as defined by the Colorado Uniform Trade Secret Act, C.R.S. Sec. 7-74-101, et seq.,] and you agree you will not provide any information to any other person or entity for use in any similar attempt to do the same.
(c)No Competition. Where permitted by law including state and local law, for one year following your termination of Service for any reason, you shall not, directly or indirectly, on your own behalf or on behalf of any person or entity, become employed, engaged or involved with any business that is engaged in or planning to become engaged in any business competitive with the business of Xcel Energy in a position that involves: (i) providing services that relate to or are similar in nature or purpose to the services you performed for Xcel Energy during your previous two years of Service if such services involve business or regulatory strategies; methodologies or strategies relating to the generation, transmission, brokering, marketing, distribution, development, acquisition, or sale and delivery of electric power or generation capacity; electric commodity trading and origination activities and strategies; and services to gas and electric customers that provide them with options and the ability to reduce usage; or transmission, brokering, marketing or sale and distribution of natural gas; (ii) supervision, management, direction or advice regarding such services; or (iii) products, services and business activities as to which you had access to Confidential Information in the two years preceding your termination of Service. [FOR COLORADO EMPLOYEES ONLY: The restrictions on competitive activities delineated in this Section 13(c) shall be limited only to those activities which involve the use, disclosure, and/or misappropriation of trade secrets as defined by the Colorado Uniform Trade Secret Act, C.R.S. Sec. 7-74-101, et seq.]
(d)Breach of Restrictive Covenant. If you breach your obligations to Xcel Energy under any of the provisions of this Section 13, then (i) you shall immediately forfeit this Award (whether vested or unvested) and any right to receive Shares or cash that has not yet been paid pursuant to Section 5, (ii) with respect to Shares that have been issued pursuant to this Award, you shall (A) return such Shares to the Company, or (B) pay to the Company in cash an amount equal to the Fair Market Value of such Shares as used by the Company in initially determining settlement, and (iii) with respect to cash that has been paid pursuant to Section 5, you will repay that amount to the Company. You further agree that if you violate any of the terms of this Section 13, then you will be liable to Xcel Energy for injunctive relief and damages in the full value of any Award paid under this Agreement.
14.Section 409A of the Code. The provisions of this Award and the Restricted Stock Units or Performance Stock Units granted hereunder are intended to comply with or be exempt from the requirements of Code Section 409A, and to the maximum extent permitted this Agreement shall be limited, construed and interpreted in accordance with such intent. Each amount to be paid under this Agreement shall be construed as a separate and distinct payment for purposes of Code Section 409A. Notwithstanding anything to the contrary in this Agreement, with respect to any Award that constitutes a deferral of compensation subject to Code Section 409A:
(a)If any amount is payable under such Award upon a termination of Service, a termination of Service will be deemed to have occurred only at such time as you have experienced a “separation from service” as such term is defined for purposes of Code Section 409A.
(b)If any amount shall be payable with respect to such Award as a result of your “separation from service” at such time as you are a “specified employee” as designated by the Company in its discretion within the meaning of Code Section 409A, then no payment shall be made, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that is six months after your separation from service or (ii) your death.
15.Participant Acceptance. You shall signify acceptance of this Agreement, including, if applicable to you, that you will abide by the Xcel Energy Stock Ownership Policy, by signing in the space provided below and returning a signed copy to the Company, or if available, by providing an electronic signature[, within the time frames specified by the Company’s Human Resources department].
16.Mandatory Binding Arbitration. You agree that any and all disputes related to the Award(s) including but not limited to, eligibility, vesting, distribution and payment, withholding, targets, effect of termination of Service or rights related to an amendment or termination of the Plan, will be subject to mandatory binding arbitration in Minneapolis, Minnesota before the American Arbitration Association. You agree that you will be responsible for bearing your share of the costs to arbitrate. [FOR COLORADO EMPLOYEES ONLY: Any action pertaining to the restrictive covenants in Section 13 shall be brought in state or federal court in Colorado and shall be governed by Colorado law.]
17.Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
18.Securities Law Matters. The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange), as may be determined by the Company to be applicable, are satisfied.
19.Headings. Headings are given to sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision thereof.
20.Definitions.
(a)The term “business day” means any day other than a Saturday, Sunday or other day on which the principal national securities exchange on which the Company’s common stock is then listed is not open for business.
(b)The term “Committee” shall also include those persons to whom authority has been delegated under the Plan.
By signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have received and reviewed these documents and that they set forth the entire Agreement between you and the Company regarding this Award of Units.
XCEL ENERGY INC.
By:
[NAME]
[TITLE]
ACCEPTED:
Participant Signature
Date
[FOR COLORADO EMPLOYEES ONLY: Note that this Agreement shall not be effective until 14 days after the date you sign it.]
RELATIVE TSR PERFORMANCE SHARE UNIT TERMS
To the extent any capitalized term used in this Exhibit A is not defined, it will have the same meaning as given to it in the Agreement of which this Exhibit is a part, or in the Plan (as it currently exists or as it may be amended in the future). The Performance Share Units covered by this Exhibit are subject to the Total Shareholder Return Performance Goal (“TSR Performance Goal”) and referred to as the “TSR PSUs.”
The TSR PSUs that may be earned by you and vest following the expiration of the Performance Period will be determined by whether and to what extent the total shareholder return of Xcel Energy Inc. (the “Company”) meets or exceeds a threshold level of performance relative to the total shareholder return of the companies in our peer group (“Peer Group”) that are included in the Peer Group both as of the first day of the Performance Period and the last day of the Performance Period, or their successors from a merger or other combination with another company included in the Peer Group as of both the first day of the Performance Period and the last day of the Performance Period. Total shareholder return for any company, including the Company, shall be calculated in the same manner as of the last day of the Performance Period for all companies in the Peer Group, and shall be measured by the total return that a company’s common shareholders receive over the Performance Period from an investment on the first day of the Performance Period, assuming reinvestment of all dividends paid during the Performance Period. If and to the degree that the TSR Performance Goal is met on the last day of the Performance Period, the Committee will certify (no later than March 15 following the end of the Performance Period) the degree to which the TSR Performance Goal has been achieved.
The total number of TSR PSUs earned and eligible to vest (together with any related Dividend Equivalent Units credited) will be determined by multiplying the target number of TSR PSUs shown in the table at the beginning of the Agreement by the earned percentage of target TSR PSUs in the table below that corresponds to the Company’s TSR percentile ranking among the Peer Group over the Performance Period:
| | | | | |
Xcel Energy’s TSR Percentile
Ranking vs. Peer Group | Earned Percentage of Target
TSR PSUs |
Below __th percentile | [__-]% |
__th percentile (Threshold) | [__-]% (Threshold) |
__th percentile (Target) | [__-]% (Target) |
__th percentile or greater | [__-]% |
TSR PSUs earned for performance between the percentiles shown above will be determined by straight-line interpolation; provided that, in all cases, the number of TSR PSUs that you earn shall be a whole number (disregarding any fraction).
Any TSR PSUs subject to this Award that you do not earn at the end of the Performance Period shall be immediately and irrevocably forfeited.
You are entitled to elect to receive payment of the TSR PSUs determined to be earned and vested in Shares, cash or a combination of Shares and cash. Such election shall be made in accordance with the procedures and on the form specified by the Committee. As consideration for and by accepting these Performance Share Units, you expressly agree that any such election you make in connection with this Award will apply to any other prior Performance Share Units to you whose Performance Period continues as of the date of the Agreement to which this Exhibit is attached to the extent the vesting of any such prior Award is conditioned upon the achievement of a performance goal based on total shareholder return.
CARBON DIOXIDE EMISSIONS REDUCTION PERFORMANCE SHARE UNIT TERMS
To the extent any capitalized term used in this Exhibit B is not defined, it will have the same meaning as given to it in the Agreement of which this Exhibit is a part, or in the Plan (as it currently exists or as it may be amended in the future). The Performance Share Units covered by this Exhibit are subject to the Carbon Dioxide Emissions Reduction Performance Goal and are referred to as the “Environmental PSUs.”
The Environmental PSUs that may be earned by you and vest following the expiration of the Performance Period will be determined by whether and to what extent the Company’s [percent reduction in carbon dioxide emissions during the Performance Period below 2005 levels associated with Xcel Energy electric service meets or exceeds a threshold level of performance specified by the Committee]. If and to the degree that this Environmental Performance Goal is met on the last day of the Performance Period, the Committee will certify (no later than March 15 following the end of the Performance Period) the degree to which the Environmental Performance Goal has been achieved.
The total number of Environmental PSUs earned and eligible to vest (together with any related Dividend Equivalent Units credited) will be determined by multiplying the target number of Environmental PSUs shown in the table at the beginning of the Agreement by the earned percentage of target Environmental PSUs in the table below that corresponds to the [percent reductions in carbon dioxide emissions measured at the end of the Performance Period]:
| | | | | |
| Xcel Energy’s [________ Percent Reductions in Carbon Dioxide Emissions] | Earned Percentage of Target Environmental PSUs |
| Less than [___]% | 0% |
| [___]% (Threshold) | [___]% (Threshold) |
| [___]% (Target) | [___]% (Target) |
| [___]% or greater | [___]% |
Environmental PSUs earned for performance between the percentiles shown above will be determined by straight-line interpolation. Any Environmental PSUs subject to this Award that you do not earn at the end of the Performance Period shall be immediately and irrevocably forfeited.
You will receive payment of the Environmental PSUs determined to be earned and vested in Shares.
XCEL ENERGY INC. 2024 EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement – Retention Grant
Xcel Energy Inc. (the “Company” and collectively with its Affiliates, “Xcel Energy”), pursuant to its 2024 Equity Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, an Award of Restricted Stock Units as set forth below. The terms and conditions of such Award are set forth in this Award agreement (the “Agreement”) and in the Plan document, a copy of which has been provided to you. Any capitalized term used but not defined in this Agreement shall have the same meaning assigned to it in the Plan (as it currently exists or as it may be amended in the future).
Participant: [●] Grant Date: [●]
1.Granting of Award. The Company has granted to you, subject to the terms and conditions in this Agreement and the Plan, an Award of the number of Restricted Stock Units as specified below (“Units”). The grant of such Award is effective as of the applicable Grant Date set forth above. As used herein, the term “Award” refers to the Award described below and includes additional units credited with respect to that Award upon the deemed reinvestment of dividend equivalents, if any, that are credited in accordance with this Agreement (“Dividend Equivalent Units”).
2.Vesting.
| | | | | |
| Scheduled Vesting Date | Restricted Stock Units |
[Month, date, year] | [#] |
| [Month, date, year] | [#] |
The Restricted Stock Units granted to you as shown above will vest upon each Scheduled Vesting Date noted above (which, along with any vesting date provided for in Section 4(a) or (b), each, a “Vesting Date”) (it being understood that if such Vesting Date is not a business day (defined below), that the Restricted Stock Units will vest on the preceding business day to such date and such preceding business day shall be the “Vesting Date”), if your Service with Xcel Energy has been continuous from the Grant Date to the applicable Vesting Date (the “Period of Restriction”).
Any vesting of this Award is conditioned on your compliance with Section 13. Notwithstanding the vesting and subsequent payment of this Award, it shall remain subject to the provisions of Section 13 of this Agreement.
3.Nature of Units; No Shareholder Rights. The Units subject to the Award will be credited to an account in your name maintained by the Company. This account shall be unfunded and maintained for bookkeeping purposes only, with the Units simply representing an unfunded and unsecured obligation of a general creditor of the Company. The Units subject to the Award may not be sold, assigned, transferred, pledged or otherwise encumbered by you, and do not entitle you to any rights as a shareholder of the Company unless and until Shares are issued to you upon settlement of the Units as provided in Section 5.
4.Termination of Service.
(a)Upon your termination of Service due to death or Disability during the Period of Restriction, a pro rata portion of your unvested Units, including any credited Dividend Equivalent Units, shall immediately vest as determined on a pro rata basis as detailed in this Section 4(a) and shall be paid as soon as administratively feasible in accordance with Section 5 hereof. The pro rata portion of unvested Units to be vested shall be determined in accordance with the schedule below. (All percentages would be applied to the then number of remaining unvested Units.)
| | | | | |
| Completed Months of Service | Pro Rata Basis |
| [__] months | [#]% |
| [__] months | [#]% |
| [__] months | [#]% |
| [__] months | [#]% |
| [__] months | [#]% |
If you have completed any whole months of Service between the established schedule provided in this Section 4(a), any pro rata calculation will be interpolated on a straight line basis between the established pro rata basis schedule (rounded to the first decimal point).
(b)If your termination of Service during the Period of Restriction is on an involuntary basis without Cause, the Committee in its discretion may vest your unvested Units as provided by the pro rata basis schedule described in Section 4(a).
(c)Upon your termination of Service during the Period of Restriction under any circumstances other than those set forth in Sections 4(a) and (b) above, such unvested Award shall be forfeited on the date of such termination. If a termination of Service occurs on the last business day of a Period of Restriction, then you will be deemed to have served through the remainder of the Period of Restriction.
5.Payment of Vested Awards.
(a)Timing and Form of Payment. As soon as administratively feasible following a Vesting Date, but in no event later than March 15th of the year following the calendar year of the applicable Vesting Date, the Company shall cause to be paid to you in settlement of each Unit (including any credited Dividend Equivalent Units) comprising a vested Award, one Share or cash in an amount equal to the Fair Market Value of one such Share (or a combination of cash and Shares with respect to the entire Award) as of the preceding business day to such payment date, the form of such payment to be as determined by the Committee in its sole discretion. Payments shall be made in a lump sum.
(b)Payment upon Death. In the event of your death, amounts that otherwise would have become payable to you in accordance with Section 4(a) will be paid in cash, Shares or a combination thereof, to your designated beneficiary (if such beneficiary has been designated in writing in accordance with the Plan), or if no beneficiary is designated, in accordance with Section 6(d) of the Plan.
6.Dividend Equivalents. When the Company declares a cash dividend on its Shares, dividend equivalents equal in amount to the dividends payable (at the normal common stock declared dividend rate) on a number of Shares equal to the number of Units subject to the Award held by you on a dividend record date occurring after the Grant Date and prior to a Vesting Date shall be deemed reinvested in additional Units as of the dividend payment date and credited to your account as additional Units. The number of additional Units so credited shall be determined based on the Fair Market Value of a Share on the dividend payment date. Any additional Units so credited will be subject to the same terms and restrictions applicable to the underlying Awards as provided in this Agreement.
7.Changes in Capitalization of the Company. If there is any equity restructuring or other change in the Company’s corporate capitalization as described in Section 12(a) of the Plan, the Committee shall determine the appropriate adjustment, if any, to your Award as provided in Section 12(a) of the Plan.
8.Change in Control. If any Change in Control occurs, provided that your Service continues to the date of the Change in Control, then:
(a)Your then-outstanding Units shall become fully vested.
(b)Any payments due under this Agreement shall be settled in cash, Shares or a combination thereof, as determined by the Committee, within 30 days following such Change in Control.
9.Recoupment. In addition to the provisions in Section 13 of this Agreement, this Award and any compensation associated with may be made subject to forfeiture, recovery by the Company or other action, at any time, (a) in accordance with the Xcel Energy Inc. Mandatory Compensation Recovery Policy for Section 16 Officers, the Xcel Energy, Inc. Compensation Recovery Policy for Covered Employees, and any other compensation recovery, recoupment or forfeiture policies adopted by Xcel Energy from time to time, and (b) to the extent required by any law, rule of the Securities and Exchange Commission or any listing standard of the securities exchange upon which the Company’s stock is listed, and this Award will be automatically amended to comply with any compensation recovery requirement.
10.Withholding. Xcel Energy may require you to remit to it, or may withhold from the settlement of the Award or from your other compensation, an amount sufficient to satisfy any applicable federal, state or local tax, employment, FICA or other mandated withholding requirements in regard to the Award in the year or years the Award becomes taxable to you. You may elect in accordance with the Plan to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares otherwise payable in settlement of the Award at the rate the Committee determines satisfies applicable withholding requirements of the Code. For this purpose, Awards will be valued using the Fair Market Value of a Share as of the preceding business day to such withholding date. If no election is made, you will be deemed to have elected Shares to be withheld.
11.Plan Incorporated by Reference; Electronic Delivery. The Award is subject in all respects to the terms and conditions of the Plan, which is controlling, and which shall be deemed incorporated into this Agreement. The Company, or a third party designated by the Company, may deliver to you by electronic means any documents related to your participation in the Plan. By accepting this agreement, you acknowledge receipt of a copy of the Plan.
12.No Right to Employment. Nothing in this Agreement shall limit the right of the Company or any of its Affiliates to terminate your Service as provided in Section 13 of the Plan.
13.Restrictive Covenants.
(a)Non-Disclosure and Return of Confidential Information. During your Service you have or will be given access to and provided with information proprietary to Xcel Energy and not generally known (including trade secret information) about Xcel Energy’s products, services, personnel, technology, research, development, methods, processes, systems, marketing plans, business strategies and plans, merger and acquisition strategies and targets, financial and pricing information, computer programs, source codes, models and databases, analytical models, customer lists and information, and supplier and vendor lists and information (collectively, “Confidential Information”). You agree not to disclose or use Confidential Information, either during or after your Service, except as required by subpoena or other legal process, in which event you will give Xcel Energy’s Chief Legal and Compliance Officer prompt notice of such subpoena or other legal process in order to permit Xcel Energy and any affected individual to seek appropriate protective orders. You further agree to return any and all Confidential Information, whether in hard or electronic format, regardless of the location on which such information may reside, no later than the date of your termination of Service. Notwithstanding any other language in this Agreement to the contrary, you understand that you may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney if such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law or for pursuing an anti-retaliation lawsuit; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and you do not disclose the trade secret except pursuant to a court order. Additionally, notwithstanding any other language in this Agreement to the contrary, nothing in this Agreement prohibits you from providing confidential information to a government agency or otherwise participating in lawful investigation by any government agency.
(b)No Solicitation. During your Service, and for a period of two years after the end of your Service for any reason, you agree that you will not, directly or indirectly, solicit or encourage any Xcel Energy employee, contractor or vendor with whom you have had contact or about whom you have obtained information to terminate, curtail, fail to renew a relationship or otherwise adversely change its relationship with Xcel Energy, [FOR COLORADO EMPLOYEES ONLY: to the extent the foregoing activities involve the use, disclosure, and/or misappropriation of trade secrets as defined by the Colorado Uniform Trade Secret Act, C.R.S. Sec. 7-74-101, et seq.,] and you agree you will not provide any information to any other person or entity for use in any similar attempt to do the same.
(c)No Competition. Where permitted by law including state and local law, for one year following your termination of Service for any reason, you shall not, directly or indirectly, on your own behalf or on behalf of any person or entity, become employed, engaged or involved with any business that is engaged in or planning to become engaged in any business competitive with the business of Xcel Energy in a position that involves: (i) providing services that relate to or are similar in nature or purpose to the services you performed for Xcel Energy during your previous two years of Service if such services involve business or regulatory strategies; methodologies or strategies relating to the generation, transmission, brokering, marketing, distribution, development, acquisition, or sale and delivery of electric power or generation capacity; electric commodity trading and origination activities and strategies; and services to gas and electric customers that provide them with options and the ability to reduce usage; or transmission, brokering, marketing or sale and distribution of natural gas; (ii) supervision, management, direction or advice regarding such services; or (iii) products, services and business activities as to which you had access to Confidential Information in the two years preceding your termination of Service. [FOR COLORADO EMPLOYEES ONLY: The restrictions on competitive activities delineated in this Section 13(c) shall be limited only to those activities which involve the use, disclosure, and/or misappropriation of trade secrets as defined by the Colorado Uniform Trade Secret Act, C.R.S. Sec. 7-74-101, et seq.]
(d)Breach of Restrictive Covenant. If you breach your obligations to Xcel Energy under any of the provisions of this Section 13, then (i) you shall immediately forfeit this Award (whether vested or unvested) and any right to receive Shares or cash that has not yet been paid pursuant to Section 5, (ii) with respect to Shares that have been issued pursuant to this Award, you shall (A) return such Shares to the Company, or (B) pay to the Company in cash an amount equal to the Fair Market Value of such Shares as used by the Company in initially determining settlement, and (iii) with respect to cash that has been paid pursuant to Section 5, you will repay that amount to the Company. You further agree that if you violate any of the terms of this Section 13, then you will be liable to Xcel Energy for injunctive relief and damages in the full value of any Award paid under this Agreement.
14.Section 409A of the Code. The provisions of this Award and the Restricted Stock Units granted hereunder, are intended to be exempt from the requirements of Code Section 409A, and to the maximum extent permitted this Agreement shall be limited, construed and interpreted in accordance with such intent. Each amount to be paid under this Agreement shall be construed as a separate and distinct
payment for purposes of Code Section 409A. Notwithstanding anything to the contrary in this Agreement, with respect to any Award that constitutes a deferral of compensation subject to Code Section 409A:
(a)If any amount is payable under such Award upon a termination of Service, a termination of Service will be deemed to have occurred only at such time as you have experienced a “separation from service” as such term is defined for purposes of Code Section 409A.
(b)If any amount shall be payable with respect to such Award as a result of your “separation from service” at such time as you are a “specified employee” as designated by the Company in its discretion within the meaning of Code Section 409A, then no payment shall be made, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that is six months after your separation from service or (ii) your death.
15.Participant Acceptance. You shall signify acceptance of this Agreement, including, if applicable to you, that you will abide by the Xcel Energy Stock Ownership Policy, by signing in the space provided below and returning a signed copy to the Company, or if available, by providing an electronic signature[, within the time frames specified by the Company’s Human Resources department].
16.Mandatory Binding Arbitration. You agree that any and all disputes related to the Award including but not limited to, eligibility, vesting, distribution and payment, withholding, targets, effect of termination of Service or rights related to an amendment or termination of the Plan, will be subject to mandatory binding arbitration in Minneapolis, Minnesota before the American Arbitration Association. You agree that you will be responsible for bearing your share of the costs to arbitrate. [FOR COLORADO EMPLOYEES ONLY: Any action pertaining to the restrictive covenants in Section 13 shall be brought in state or federal court in Colorado and shall be governed by Colorado law.]
17.Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
18.Securities Law Matters. The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange), as may be determined by the Company to be applicable, are satisfied.
19.Headings. Headings are given to sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision thereof.
20.Definitions.
(a)The term “business day” means any day other than a Saturday, Sunday or other day on which the principal national securities exchange on which the Company’s common stock is then listed is not open for business.
(b)The term “Committee” shall also include those persons to whom authority has been delegated under the Plan.
By signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have received and reviewed these documents and that they set forth the entire Agreement between you and the Company regarding this Award of Units.
XCEL ENERGY INC.
By:
[NAME]
[TITLE]
ACCEPTED:
Participant Signature
Date
[FOR COLORADO EMPLOYEES ONLY: Note that this Agreement shall not be effective until 14 days after the date you sign it.]
XCEL ENERGY INC. 2024 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement
Xcel Energy Inc. (the “Company” and collectively with its Affiliates, “Xcel Energy”), pursuant to its 2024 Equity Incentive Plan (the “Plan”), hereby grants to you, the Participant named below, a Restricted Stock Award as set forth below. The terms and conditions of such Award are set forth in this award agreement (the “Agreement”) and in the plan document for the Plan, a copy of which has been provided to you. Any capitalized term used but not defined in this Agreement shall have the same meaning assigned to it in the Plan (as it currently exists or as it may be amended in the future).
Participant: [●] Grant Date: [●]
1.Granting of Award. The Company has granted you, subject to the terms and conditions in this Agreement and the Plan, an Award of [______________] Shares of Restricted Stock (the “Restricted Shares”).
2.Restrictions on Transfer and Restricted Periods.
(a)During the respective periods hereinafter described (the “Periods of Restriction”), the Restricted Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered by you, except as hereinafter provided, and shall be subject to the vesting requirements described below. [In order to ensure compliance with these restrictions, the Company will issue appropriate “stop transfer” instructions to its transfer agent which will apply to the Restricted Shares until they vest. The Company shall not be required (i) to transfer on its books any Restricted Shares that have purportedly been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to accord the right to vote or receive dividends to any transferee to whom such Restricted Shares shall have been purportedly sold or transferred in violation of any of the provisions of this Agreement.]1
(b)The Periods of Restriction shall commence on the Grant Date set forth above and, except as provided in Section 2(c) or Section 3, they shall terminate with respect to [_______] of the Restricted Shares on [_____________], 20[__]; [_______] of the Restricted Shares on [_____________], 20[__] and with respect to the remaining Restricted Shares on [_____________], 20[__] or the next available trading date if the designated date is not a trading day.
(c)The Periods of Restriction will terminate with respect to all unvested Restricted Shares, and the Restricted Shares shall fully vest, upon a Change in Control.
(d)Restricted Shares will vest and all restrictions will lapse upon the termination of the applicable Period of Restriction. The Committee shall have the authority, in its discretion, to accelerate vesting and 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 Periods of Restriction. The Committee, however, has delegated certain administrative duties to the Human Resources and/or Shareholder Services departments of the Company.
(e)Any vesting of this Award is conditioned on your compliance with Section 11. Notwithstanding the vesting and subsequent payment of this Award, it shall remain subject to the provisions of Section 11 of this Agreement.
3.Termination of Service. If your Service terminates for any reason other than Disability or death, all Restricted Shares which are subject to the restrictions imposed by Section 2(a) shall be forfeited and returned to the Company; provided, however, that if your Service terminates by reason of Disability or death, the Periods of Restriction shall lapse and all unvested Restricted Shares shall immediately vest.
4.Expiration of Period of Restriction; Release of Shares. Restricted Shares shall be evidenced by a book-entry in your name with the Company’s transfer agent in accordance with Section 9(b) of the Plan. Upon the expiration of the Period of Restriction with respect to any Restricted Shares or lapse of restrictions for any other reason as provided in this Agreement, and after the Company has determined that all conditions to the release of unrestricted Shares to you, including Sections 8 and 15, have been satisfied, the Company shall cause the Shares released from restriction to be transferred to your account in Xcel Energy’s Dividend Reinvestment and Stock Purchase Plan. Simultaneously with the execution of this Agreement or at any time requested by the Company, you will execute a stock power endorsed in blank and promptly deliver such stock power to the Company with respect to Restricted Shares and Shares purchased with dividends thereon. The Company may condition the issuance or delivery of Shares upon receipt of such stock power.
1 To be confirmed with EQ.
5.Your Rights. Except as otherwise provided herein, you shall have all the rights of a shareholder, including, but not limited to, the right to vote, with respect to all of the Restricted Shares. Dividends payable on Restricted Shares shall be reinvested in additional Restricted Shares 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 Restricted Shares purchased by reinvested dividends shall be subject to the same Periods of Restriction as the original Restricted Shares awarded and deemed to be Restricted Shares for purpose of this Agreement.
6.Changes in Capitalization of the Company. If there is any equity restructuring or other change in the Company’s corporate capitalization as described in Section 12(a) of the Plan, the Committee shall determine the appropriate adjustment, if any, to each Award as provided in Section 12(a) of the Plan.
7.Recoupment. In addition with the provisions in Section 11 of this Agreement, this Award and any compensation associated with may be made subject to forfeiture, recovery by the Company or other action, at any time, (a) in accordance with the Xcel Energy Inc. Mandatory Compensation Recovery Policy for Section 16 Officers, the Xcel Energy, Inc. Compensation Recovery Policy for Covered Employees, and any other compensation recovery, recoupment or forfeiture policies adopted by Xcel Energy from time to time, and (b) to the extent required by any law, rule of the Securities and Exchange Commission or any listing standard of the securities exchange upon which the Company’s stock is listed, and this Award will be automatically amended to comply with any compensation recovery requirement.
8.Withholding. The Company may require you to remit to it, or may withhold from your 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 you. You may elect in accordance with the Plan to satisfy the withholding requirement, in whole or in part, by tendering Shares of previously acquired Stock of the Company (either by the delivery of share certificates or by attestations) or by having the Company withhold Shares from the Award at the rate the Committee determines satisfies the applicable withholding requirements of the Code. For this purpose, Awards will be valued using the Fair Market Value of a Share as of the preceding business day to such withholding date. If no election is made, you will be deemed to have elected Shares to be withheld.
9.Plan Incorporated by Reference; Electronic Delivery. The Restricted 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 is controlling, and which shall be deemed incorporated into this Agreement. The Company, or a third party designated by the Company, may deliver to you by electronic means any documents related to your participation in the Plan. By accepting this Agreement, you acknowledge receipt of a copy of the Plan.
10.No Right to Employment. Nothing in this Agreement shall limit the right of the Company or any of its Affiliates to terminate your Service as provided in Section 13 of the Plan.
11.Restrictive Covenants. Covenants.
(a)Non-Disclosure and Return of Confidential Information. During your Service you have or will be given access to and provided with information proprietary to Xcel Energy and not generally known (including trade secret information) about Xcel Energy’s products, services, personnel, technology, research, development, methods, processes, systems, marketing plans, business strategies and plans, merger and acquisition strategies and targets, financial and pricing information, computer programs, source codes, models and databases, analytical models, customer lists and information, and supplier and vendor lists and information (collectively, “Confidential Information”). You agree not to disclose or use Confidential Information, either during or after your Service, except as required by subpoena or other legal process, in which event you will give Xcel Energy’s Chief Legal and Compliance Officer prompt notice of such subpoena or other legal process in order to permit Xcel Energy and any affected individual to seek appropriate protective orders. You further agree to return any and all Confidential Information, whether in hard or electronic format, regardless of the location on which such information may reside, no later than the date of your termination of Service. Notwithstanding any other language in this Agreement to the contrary, you understand that you may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney if such disclosure is made solely for the purpose of reporting or investigating a suspected violation of law or for pursuing an anti-retaliation lawsuit; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and you do not disclose the trade secret except pursuant to a court order. Additionally, notwithstanding any other language in this Agreement to the contrary, nothing in this Agreement prohibits you from providing confidential information to a government agency or otherwise participating in lawful investigation by any government agency.
(b)No Solicitation. During your Service, and for a period of two years after the end of your Service for any reason, you agree that you will not, directly or indirectly, solicit or encourage any Xcel Energy employee, contractor or vendor with whom you have had contact or about whom you have obtained information to terminate, curtail, fail to renew a relationship or otherwise adversely change its relationship with Xcel Energy, [FOR COLORADO EMPLOYEES ONLY: to the extent the foregoing activities involve the use,
disclosure, and/or misappropriation of trade secrets as defined by the Colorado Uniform Trade Secret Act, C.R.S. Sec. 7-74-101, et seq.,] and you agree you will not provide any information to any other person or entity for use in any similar attempt to do the same.
(c)No Competition. Where permitted by law including state and local law, for one year following your termination of Service for any reason, you shall not, directly or indirectly, on your own behalf or on behalf of any person or entity, become employed, engaged or involved with any business that is engaged in or planning to become engaged in any business competitive with the business of Xcel Energy in a position that involves: (i) providing services that relate to or are similar in nature or purpose to the services you performed for Xcel Energy during your previous two years of Service if such services involve business or regulatory strategies; methodologies or strategies relating to the generation, transmission, brokering, marketing, distribution, development, acquisition, or sale and delivery of electric power or generation capacity; electric commodity trading and origination activities and strategies; and services to gas and electric customers that provide them with options and the ability to reduce usage; or transmission, brokering, marketing or sale and distribution of natural gas; (ii) supervision, management, direction or advice regarding such services; or (iii) products, services and business activities as to which you had access to Confidential Information in the two years preceding your termination of Service. [FOR COLORADO EMPLOYEES ONLY: The restrictions on competitive activities delineated in this Section 11(c) shall be limited only to those activities which involve the use, disclosure, and/or misappropriation of trade secrets as defined by the Colorado Uniform Trade Secret Act, C.R.S. Sec. 7-74-101, et seq.]
(d)Breach of Restrictive Covenant. If you breach your obligations to Xcel Energy under any of the provisions of this Section 11, then (i) you shall immediately forfeit this Award (whether vested or unvested) and any right to receive Shares, and (ii) with respect to Shares that have been issued pursuant to this Award, you shall (A) return such Shares to the Company, or (B) pay to the Company in cash an amount equal to the Fair Market Value of such Shares as used by the Company in initially determining settlement. You further agree that if you violate any of the terms of this Section 11, then you will be liable to Xcel Energy for injunctive relief and damages in the full value of any Award paid under this Agreement.
12.Participant Acceptance. You shall signify acceptance of this Agreement, including, if applicable to you, that you will abide by the Xcel Energy Stock Ownership Policy, by signing in the space provided below and returning a signed copy to the Company, or if available, by providing an electronic signature[, within the time frames specified by the Company’s Human Resources department].
13.Mandatory Binding Arbitration. You agree that any and all disputes related to the Award including but not limited to, eligibility, vesting, distribution and payment, withholding, targets, effect of termination of Service or rights related to an amendment or termination of the Plan, will be subject to mandatory binding arbitration in Minneapolis, Minnesota before the American Arbitration Association. You agree that you will be responsible for bearing your share of the costs to arbitrate. [FOR COLORADO EMPLOYEES ONLY: Any action pertaining to the restrictive covenants in Section 11 shall be brought in state or federal court in Colorado and shall be governed by Colorado law.]
14.Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
15.Securities Law Matters. The Company shall not be required to deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange), as may be determined by the Company to be applicable, are satisfied.
16.Headings. Headings are given to sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision thereof.
17.Definitions.
(a)The term “business day” means any day other than a Saturday, Sunday or other day on which the principal national securities exchange on which the Company’s common stock is then listed is not open for business.
(b)The term “Committee” shall also include those persons to whom authority has been delegated under the Plan.
By signing below or otherwise evidencing your acceptance of this Agreement in a manner approved by the Company, you agree to all of the terms and conditions contained in this Agreement and in the Plan document. You acknowledge that you have received and reviewed these documents and that they set forth the entire agreement between you and the Company regarding this Award of Restricted Shares.
XCEL ENERGY INC.
By:
[NAME]
[TITLE]
ACCEPTED:
Participant Signature
Date
[FOR COLORADO EMPLOYEES ONLY: Note that this Agreement shall not be effective until 14 days after the date you sign it.]
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