SEC Info - Xcel Energy Inc - ‘10-K’ for 12/31/10

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Xcel Energy Inc – ‘10-K’ for 12/31/10 – ‘EX-10.26’

On: Monday, 2/28/11, at 7:53am ET · For: 12/31/10 · Accession #: 1140361-11-12444 · File #: 1-03034

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/11  Xcel Energy Inc                   10-K       12/31/10   95:52M                                    Broadridge Fin’l So… Inc

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Xcel Energy 10-K 10-K 12-31-2010                    HTML   3.11M 
 2: EX-10.23    Material Contract                                   HTML     34K 
 3: EX-10.24    Material Contract                                   HTML     37K 
 4: EX-10.25    Material Contract                                   HTML     45K 
 5: EX-10.26    Material Contract                                   HTML     46K 
 7: EX-21.01    Subsidiaries List                                   HTML     32K 
 8: EX-23.01    Consent of Experts or Counsel                       HTML     37K 
 9: EX-24.01    Power of Attorney                                   HTML     64K 
13: EX-99.01    Miscellaneous Exhibit                               HTML     36K 
 6: EX-12.01    Statement re: Computation of Ratios                 HTML     46K 
10: EX-31.01    Certification -- §302 - SOA'02                      HTML     34K 
11: EX-31.02    Certification -- §302 - SOA'02                      HTML     34K 
12: EX-32.01    Certification -- §906 - SOA'02                      HTML     29K 
70: XML         IDEA XML File -- Definitions and References          XML    622K 
84: XML         IDEA XML File -- Filing Summary                      XML    490K 
78: XML.R1      Document And Entity Information                      XML    208K 
79: XML.R2      Consolidated Statements of Income                    XML    530K 
47: XML.R3      Consolidated Statements of Income (Parenthetical)    XML     77K 
54: XML.R4      Consolidated Statements of Cash Flows                XML    718K 
68: XML.R5      Consolidated Balance Sheets                          XML    514K 
66: XML.R6      Consolidated Balance Sheets (Parenthetical)          XML     63K 
90: XML.R7      Consolidated Statements of Common Stockholders'      XML    794K 
                Equity and Comprehensive Income                                  
30: XML.R8      Consolidated Statements of Common Stockholders'      XML    112K 
                Equity and Comprehensive Income (Parenthetical)                  
65: XML.R9      Consolidated Statements of Capitalization            XML   3.47M 
26: XML.R10     Consolidated Statements of Capitalization            XML   2.69M 
                (Parenthetical)                                                  
25: XML.R11     Summary of Significant Accounting Policies           XML    116K 
46: XML.R12     Accounting Pronouncements                            XML     54K 
73: XML.R13     Selected Balance Sheet Data                          XML     88K 
48: XML.R14     Borrowings and Other Financing Instruments           XML    123K 
50: XML.R15     Joint Ownership of Generation, Transmission and      XML    136K 
                Gas Facilities                                                   
61: XML.R16     Income Taxes                                         XML    230K 
95: XML.R17     Preferred and Common Stock                           XML    172K 
42: XML.R18     Share-Based Compensation                             XML    227K 
20: XML.R19     Benefit Plans and Other Postretirement Benefits      XML    565K 
53: XML.R20     Other Income, Net                                    XML     67K 
72: XML.R21     Derivative Instruments and Fair Value Measurements   XML    797K 
36: XML.R22     Financial Instruments                                XML    128K 
69: XML.R23     Rate Matters                                         XML    112K 
51: XML.R24     Commitments and Contingent Liabilities               XML    370K 
89: XML.R25     Nuclear Obligations                                  XML    170K 
75: XML.R26     Regulatory Assets and Liabilities                    XML    181K 
55: XML.R27     Segments and Related Information                     XML    174K 
62: XML.R28     Summarized Quarterly Financial Data (Unaudited)      XML    108K 
24: XML.R29     Asset Acquistion and Sale                            XML     68K 
28: XML.R30     Schedule I - Condensed Financial Statements and      XML    267K 
                Related Notes                                                    
37: XML.R31     Schedule II - Valuation and Qualifying Accounts      XML     75K 
43: XML.R32     Summary of Significant Accounting Policies           XML    334K 
                (Policies)                                                       
60: XML.R33     Selected Balance Sheet Data (Tables)                 XML     88K 
74: XML.R34     Borrowings and Other Financing Instruments           XML    125K 
                (Tables)                                                         
22: XML.R35     Joint Ownership of Generation, Transmission and      XML    133K 
                Gas Facilities (Tables)                                          
31: XML.R36     Income Taxes (Tables)                                XML    257K 
80: XML.R37     Preferred and Common Stock (Tables)                  XML    170K 
88: XML.R38     Share-Based Compensation (Tables)                    XML    275K 
56: XML.R39     Benefit Plans and Other Postretirement Benefits      XML    607K 
                (Tables)                                                         
92: XML.R40     Other Income, Net (Tables)                           XML     67K 
32: XML.R41     Derivative Instruments and Fair Value Measurements   XML    817K 
                (Tables)                                                         
94: XML.R42     Financial Instruments (Tables)                       XML    130K 
39: XML.R43     Rate Matters (Tables)                                XML     61K 
21: XML.R44     Commitments and Contingent Liabilities (Tables)      XML    331K 
38: XML.R45     Nuclear Obligations (Tables)                         XML    173K 
71: XML.R46     Regulatory Assets and Liabilities (Tables)           XML    180K 
87: XML.R47     Segments and Related Information (Tables)            XML    167K 
49: XML.R48     Summarized Quarterly Financial Data (Unaudited)      XML    106K 
                (Tables)                                                         
40: XML.R49     Asset Acquistion and Sale (Tables)                   XML     61K 
59: XML.R50     Schedule I - Condensed Financial Statements and      XML    273K 
                Related Notes (Tables)                                           
23: XML.R51     Schedule II - Valuation and Qualifying Accounts      XML     74K 
                (Tables)                                                         
63: XML.R52     Summary of Significant Accounting Policies           XML    123K 
                (Details)                                                        
41: XML.R53     Selected Balance Sheet Data (Details)                XML    231K 
29: XML.R54     Borrowings and Other Financing Instruments           XML   2.42M 
                (Details)                                                        
86: XML.R55     Joint Ownership of Generation, Transmission and      XML    917K 
                Gas Facilities (Details)                                         
82: XML.R56     Income Taxes (Details)                               XML   1.84M 
45: XML.R57     Preferred and Common Stock (Details)                 XML   3.82M 
35: XML.R58     Share-Based Compensation (Details)                   XML   1.49M 
76: XML.R59     Benefit Plans and Other Postretirement Benefits      XML  12.86M 
                (Details)                                                        
27: XML.R60     Other Income, Net (Details)                          XML    356K 
67: XML.R61     Derivative Instruments and Fair Value Measurements   XML    303K 
                (Details)                                                        
64: XML.R62     Derivative Instruments and Fair Value Measurements   XML   4.44M 
                2 (Details)                                                      
81: XML.R63     Financial Instruments (Details)                      XML    569K 
77: XML.R64     Rate Matters (Details)                               XML   6.19M 
91: XML.R65     Commitments and Contingent Liabilities (Details)     XML   3.87M 
33: XML.R66     Nuclear Obligations (Details)                        XML   1.70M 
44: XML.R67     Regulatory Assets and Liabilities (Details)          XML   1.62M 
57: XML.R68     Segments and Related Information (Details)           XML   1.54M 
52: XML.R69     Summarized Quarterly Financial Data (Unaudited)      XML    384K 
                (Details)                                                        
58: XML.R70     Asset Acquistion and Sale (Details)                  XML    277K 
93: XML.R71     Schedule I - Condensed Financial Statements and      XML   6.29M 
                Related Notes (Details)                                          
34: XML.R72     Schedule II - Valuation and Qualifying Accounts      XML    119K 
                (Details)                                                        
85: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   7.09M 
14: EX-101.INS  XBRL Instance -- xel-20101231                        XML   9.86M 
16: EX-101.CAL  XBRL Calculations -- xel-20101231_cal                XML    329K 
17: EX-101.DEF  XBRL Definitions -- xel-20101231_def                 XML   1.42M 
18: EX-101.LAB  XBRL Labels -- xel-20101231_lab                      XML   6.89M 
19: EX-101.PRE  XBRL Presentations -- xel-20101231_pre               XML   2.88M 
15: EX-101.SCH  XBRL Schema -- xel-20101231                          XSD    771K 
83: ZIP         XBRL Zipped Folder -- 0001140361-11-012444-xbrl      Zip    712K

‘EX-10.26’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Unassociated Document

C: C: C:

Exhibit 10.26

XCEL ENERGY INC.

2005 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT – ____ Grant

This Agreement, dated and effective____________, ____, by and between Xcel Energy Inc., a Minnesota corporation (together with its affiliates and subsidiaries, referred to as “Xcel Energy”) and [participant] (the “Participant”) evidences an award of restricted stock units and the applicable terms and conditions of the award.

1. Units Awarded. Xcel Energy awards you as a Participant [#] restricted units of Common Stock of Xcel Energy (the “Initial Units”) pursuant to the Xcel Energy Inc. 2005 Long-Term Incentive Plan as amended and restated effective February 17, 2010 (the “Plan”), subject to the terms and conditions of the Plan and this Agreement. As used in this Agreement, the term “Units” means the Initial Units [plus additional restricted stock units credited as dividend equivalents pursuant to Section 6 below].

2. Term of Participation; Restrictions on Transfer .

(a)

The period during which you as a Participant will have opportunity to realize value from an award of Units commences on the effective date of this Agreement (the “Commencement Date”) and will expire in full on _____________ (the “Measurement Date”).

(b)

The Governance, Compensation and Nominating Committee of the Board of Directors (the “Committee”) is designated as the Plan administrator. The Committee, however, has delegated certain administrative duties to the Chief Executive Officer and the Executive Compensation department of Xcel Energy.

(c)

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

(d)

Units may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant during the period from the Commencement Date to the Settlement Date.

3. Termination of Service. If your employment with Xcel Energy terminates for any reason, other than due to retirement, death or permanent and total disability, prior to the Settlement Date, all Units shall be forfeited on the date of your termination. If your employment with Xcel Energy terminates due to death or permanent and total disability, you (or your estate) will continue participating with no additional restrictions according to the terms and conditions of this Agreement. If your employment with Xcel Energy terminates due to retirement (as defined under any retirement plan of Xcel Energy in which you participate) on or between the Measurement Date and the Settlement Date, you will continue participating with no additional restrictions according to the terms and conditions of this Agreement. If your employment with Xcel Energy terminates due to retirement (as defined under any retirement plan of Xcel Energy in which you participate) prior to the Measurement Date, you will continue your participation in the Plan on a pro-rata basis.

4. Pro-rata Basis Calculation. The pro-rata basis participation calculation will prorate the number of Units otherwise payable to you as a Participant due to an occurrence of an event in Section 3 above. The prorate factor is based on the number of whole months during which the Participant is actively employed with Xcel Energy during the term of the award divided by _______ (months).

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

6. Participant’s Rights. [An additional amount representing dividends payable (at the normal common stock declared dividend rate) on shares of Common Stock equal in number to the Units held by the Participant on a dividend record date after the Commencement Date and prior to Measurement Date shall be deemed reinvested in Common Stock and credited as additional Units as of the dividend payment date. Any additional Units will be subject to the same terms and restrictions applicable to other Units in this Agreement. Aside from this right,] Participants have no other rights as a stockholder, including but not limited to the right to vote any Units.

7. Vesting and Settlement of Units.

(a)

Units will vest only if; [Insert Performance Goals for the vesting of RSUs.]

If the Performance Goal is met on such Measurement Date, final certification by the Committee will be deemed the “Settlement Date”.

(b)

As soon as administratively feasible following the Settlement Date, Xcel Energy will pay to the Participant, in shares of Common Stock, an amount equal to the number of Units held on the Settlement Date, with a cash component representing fractional shares. Alternatively, at the discretion of the Committee, Units may be paid to Participants in cash.

(c)

If the Participant dies prior to payment, and under Section 7(a) above or Section 9 below would otherwise be entitled to receive payment of an award, the Company shall pay the Participant’s designated beneficiary (if under the Plan the Participant has designated a beneficiary in writing delivered to the Xcel Energy Executive Compensation department) or if no beneficiary is designated, to the Participant’s estate the value of the awards.

(d) Units are to be valued using the Fair Market Value of a share as defined in the Plan.

8. Changes in Capitalization of Xcel Energy. If there is any change in the character of outstanding Common Stock by reason of a stock dividend or distribution, stock split, capital reorganization, reclassification, combination or exchange of shares, or by reason of merger, consolidation, or other corporate reorganization, the Committee shall determine the appropriate adjustment to Participant’s Units, if any, needed to reflect such change.

9. General Restrictions. In the event a Change in Control occurs, as defined in the Plan, the Performance Goal will be deemed to have been met, and all outstanding Units shall be paid to Participants as soon as administratively feasible following determination of the Change in Control, but in no event later than two and a half months after the end of the calendar year in which the Change in Control occurs, according to the terms of the Plan.

10. Recoupment. Xcel Energy may recover any cash or shares awarded under this Agreement, or proceeds from the sale of such shares, to the extent required by any rule of the SEC or any listing standard of the New York Stock Exchange, including any rule or listing standard requiring recovery of incentive compensation in connection with an accounting restatement due to material noncompliance of Xcel Energy with any financial reporting requirement under the securities laws, which recovery shall be subject to the terms of any policy of Xcel Energy implementing such rule or listing standard; provided that, in any event, Xcel Energy may recover cash or shares awarded under this Agreement, or proceeds from the sale of such shares, from a Participant who is terminated from Xcel Energy for fraud or misconduct.

11. Withholding. Xcel Energy may require the Participant to remit to it, or may withhold from the award or from the Participant’s other compensation, an amount sufficient to satisfy any applicable federal, state, local tax, employment, FICA or other mandated withholding requirements in regard to the award in the year or years the award becomes taxable to the Participant. Participant may elect in accordance with the Plan to satisfy the withholding requirement, in whole or in part, by having Xcel Energy withhold Units from the award at the rate the Committee determines satisfies applicable withholding requirements of the Code. For this purpose, Units are to be valued using the Fair Market Value of a share as defined in the Plan. If no election is made, the Participant will be deemed to have elected Units to be withheld.

12. Plan and Plan Interpretations as Controlling. The Units hereby awarded and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Committee or its designee shall be binding and conclusive upon the Participant or his legal representatives with regard to any question arising hereunder or under the Plan.

13. Participant Service. Nothing in this Agreement shall limit the right of Xcel Energy or any of its subsidiaries to terminate the Participant’s service as an officer or employee, or otherwise impose upon Xcel Energy or any of its subsidiaries any obligation to employ or accept the services of the Participant.

14. Participant Acceptance. The Participant must accept the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy to Xcel Energy within the time frames specified by the Executive Compensation department.

15. Mandatory Binding Arbitration. The Participant agrees that any and all disputes related to an award of Units including but not limited to, eligibility, vesting, distribution and payment, withholding, targets, effect of termination of employment 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. Participant agrees that the Participant will be responsible for bearing his or her share of the costs to arbitrate.

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


	XCEL ENERGY INC.

	By:
		Marvin E. McDaniel, Jr. - Vice President of Xcel Energy Services Inc.

		ACCEPTED:


		Participant Signature and Date

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/28/11	4, 8-K
For Period end:	12/31/10	11-K, ARS
	2/17/10
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/28/11  SEC                               UPLOAD¶     9/12/17    1:58K  Xcel Energy Inc.
 9/08/11  SEC                               UPLOAD¶     9/12/17    1:54K  Xcel Energy Inc.

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Filing Submission 0001140361-11-012444 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)