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Wec Energy Group, Inc. – ‘10-K’ for 12/31/15 – ‘EX-10.29’

On: Friday, 2/26/16, at 3:14pm ET · For: 12/31/15 · Accession #: 107815-16-248 · File #: 1-09057

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

 2/26/16  Wec Energy Group, Inc.            10-K       12/31/15  156:28M                                    Wisconsin Elec Power Co

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Wec 2015 Form 10-K                                  HTML   2.11M 
 2: EX-10.1     Wec Exhibit 10.1                                    HTML    195K 
 7: EX-10.19    Wec Exhibit 10.19                                   HTML    105K 
 3: EX-10.2     Wec Exhibit 10.2                                    HTML    302K 
 8: EX-10.24    Wec Exhibit 10.24                                   HTML     45K 
 9: EX-10.27    Wec Exhibit 10.27                                   HTML     57K 
10: EX-10.29    Wec Exhibit 10.29                                   HTML     58K 
 4: EX-10.3     Wec Exhibit 10.3                                    HTML    232K 
 5: EX-10.6     Wec Exhibit 10.6                                    HTML    193K 
 6: EX-10.7     Wec Exhibit 10.7                                    HTML    188K 
11: EX-21.1     Wec Exhibit 21.1                                    HTML     58K 
12: EX-23.1     Wec Exhibit 23.1                                    HTML     39K 
13: EX-23.2     Wec Exhibit 23.2                                    HTML     39K 
18: EX-99.1     Wec Exhibit 99.1                                    HTML    617K 
14: EX-31.1     Wec Exhibit 31.1                                    HTML     45K 
15: EX-31.2     Wec Exhibit 31.2                                    HTML     45K 
16: EX-32.1     Wec Exhibit 32.1                                    HTML     40K 
17: EX-32.2     Wec Exhibit 32.2                                    HTML     40K 
25: R1          Document and Entity Information                     HTML     67K 
26: R2          Consolidated Income Statements                      HTML    101K 
27: R3          Consolidated Statements of Comprehensive Income     HTML     69K 
28: R4          Consolidated Statements of Comprehensive Income     HTML     43K 
                (Parentheticals)                                                 
29: R5          Consolidated Balance Sheets                         HTML    160K 
30: R6          Consolidated Balance Sheets (Parenthetical)         HTML     49K 
31: R7          Consolidated Statements of Cash Flows               HTML    130K 
32: R8          Consolidated Statements of Equity                   HTML     83K 
33: R9          Consolidated Statements of Equity (Parenthetical)   HTML     41K 
34: R10         Consolidated Statements of Capitalization           HTML    214K 
35: R11         Summary of Significant Accounting Policies          HTML    169K 
36: R12         Acquisition                                         HTML    115K 
37: R13         Dispositions                                        HTML     62K 
38: R14         Investment in American Transmission Company         HTML    116K 
39: R15         Supplemental Cash Flow Information                  HTML     63K 
40: R16         Regulatory Assets and Liabilities                   HTML    122K 
41: R17         Property, Plant, and Equipment                      HTML     65K 
42: R18         Jointly Owned Facilities                            HTML     68K 
43: R19         Asset Retirement Obligations                        HTML     61K 
44: R20         Goodwill and Other Intangible Assets                HTML    123K 
45: R21         Common Equity                                       HTML    157K 
46: R22         Preferred Stock                                     HTML    116K 
47: R23         Short-Term Debt and Lines of Credit                 HTML     76K 
48: R24         Long-Term Debt and Capital Lease Obligations        HTML    108K 
49: R25         Income Taxes                                        HTML    201K 
50: R26         Guarantees                                          HTML     70K 
51: R27         Employee Benefit Plans                              HTML    421K 
52: R28         Commitments and Contingencies                       HTML    171K 
53: R29         Fair Value Measurements                             HTML    169K 
54: R30         Derivative Instruments                              HTML    135K 
55: R31         Variable Interest Entities                          HTML     49K 
56: R32         Regulatory Environment                              HTML     92K 
57: R33         Michigan Settlement                                 HTML     45K 
58: R34         Segment Information                                 HTML    249K 
59: R35         Quarterly Financial Information (Unaudited)         HTML     98K 
60: R36         New Accounting Pronouncements                       HTML     47K 
61: R37         Schedule I -- Condensed Parent Company Financial    HTML    283K 
                Statements                                                       
62: R38         Schedule II - Valuation and Qualifying Accounts     HTML     62K 
                (Notes)                                                          
63: R39         Summary of Significant Accounting Policies          HTML    207K 
                (Policies)                                                       
64: R40         Summary of Significant Accounting Policies          HTML    104K 
                (Tables)                                                         
65: R41         Acquisition (Tables)                                HTML    104K 
66: R42         Dispositions (Tables)                               HTML     63K 
67: R43         Investment in American Transmission Company         HTML    121K 
                (Tables)                                                         
68: R44         Supplemental Cash Flow Information (Tables)         HTML     60K 
69: R45         Regulatory Assets and Liabilities (Tables)          HTML    125K 
70: R46         Property, Plant, and Equipment (Tables)             HTML     64K 
71: R47         Jointly Owned Facilities (Tables)                   HTML     67K 
72: R48         Asset Retirement Obligations (Tables)               HTML     59K 
73: R49         Goodwill and Other Intangible Assets (Tables)       HTML    120K 
74: R50         Common Equity (Tables)                              HTML    132K 
75: R51         Preferred Stock (Tables)                            HTML    119K 
76: R52         Short-Term Debt and Lines of Credit (Tables)        HTML     74K 
77: R53         Long-Term Debt and Capital Lease Obligations        HTML     76K 
                (Tables)                                                         
78: R54         Income Taxes (Tables)                               HTML    202K 
79: R55         Guarantees (Tables)                                 HTML     70K 
80: R56         Employee Benefit Plans (Tables)                     HTML    430K 
81: R57         Commitments and Contingencies (Tables)              HTML    101K 
82: R58         Fair Value Measurements (Tables)                    HTML    172K 
83: R59         Derivative Instruments (Tables)                     HTML    128K 
84: R60         Segment Information (Tables)                        HTML    240K 
85: R61         Quarterly Financial Information (Unaudited)         HTML     96K 
                (Tables)                                                         
86: R62         Summary of Significant Accounting Policies General  HTML     48K 
                Information (Details)                                            
87: R63         Summary of Significant Accounting Policies          HTML     57K 
                Reclassifications (Details)                                      
88: R64         Summary of Significant Accounting Policies          HTML     48K 
                Revenues and Customer Receivables (Details)                      
89: R65         Summary of Significant Accounting Policies          HTML     56K 
                Materials, Supplies, and Inventories (Details)                   
90: R66         Summary of Significant Accounting Policies          HTML     79K 
                Property, Plant and Equipment (Details)                          
91: R67         Summary of Significant Accounting Policies AFUDC    HTML     62K 
                (Details)                                                        
92: R68         Summary of Significant Accounting Policies          HTML     80K 
                Stock-Based Compensation (Details)                               
93: R69         Summary of Significant Accounting Policies          HTML     45K 
                Earnings Per Share (Details)                                     
94: R70         Acquisition Consideration Transferred (Details)     HTML     75K 
95: R71         Acquisition Purchase Price Allocation (Details)     HTML     71K 
96: R72         Acquisition Approval Conditions (Details)           HTML     54K 
97: R73         Acquisition Pro Forma Financial Information         HTML     47K 
                (Details)                                                        
98: R74         Acquisition Impacts (Details)                       HTML     71K 
99: R75         Dispositions (Details)                              HTML     88K 
100: R76         Investment in American Transmission Company -       HTML     75K  
                Changes to Investment in ATC (Details)                           
101: R77         Investment in American Transmission Company -       HTML     52K  
                Transactions with ATC (Details)                                  
102: R78         Investment in American Transmission Company - ATC   HTML     83K  
                Summarized Financial Data (Details)                              
103: R79         Supplemental Cash Flow Information (Details)        HTML     59K  
104: R80         Regulatory Assets and Liabilities - Regulatory      HTML     77K  
                Assets (Details)                                                 
105: R81         Regulatory Assets and Liabilities - Liabilities     HTML     58K  
                (Details)                                                        
106: R82         Property, Plant, and Equipment (Details)            HTML     58K  
107: R83         Jointly Owned Facilities (Details)                  HTML     63K  
108: R84         Asset Retirement Obligations (Details)              HTML     60K  
109: R85         Goodwill and Other Intangible Assets - Goodwill     HTML     68K  
                (Details)                                                        
110: R86         Goodwill and Other Intangible Assets - Intangible   HTML     56K  
                Assets (Details)                                                 
111: R87         Common Equity - Stock-Based Compensation Expense    HTML     52K  
                (Details)                                                        
112: R88         Common Equity - Stock Options (Details)             HTML     91K  
113: R89         Common Equity - Restricted Shares (Details)         HTML     76K  
114: R90         Common Equity - Performance Units (Details)         HTML     55K  
115: R91         Common Equity - Dividend Restrictions (Details)     HTML     66K  
116: R92         Common Equity - Share Repurchase Program (Details)  HTML     52K  
117: R93         Common Equity - Integrys Acquisition (Details)      HTML     40K  
118: R94         Common Equity - Common Stock Dividends (Details)    HTML     60K  
119: R95         Preferred Stock (Details)                           HTML    105K  
120: R96         Short-Term Debt and Lines of Credit - Outstanding   HTML     59K  
                Amounts (Details)                                                
121: R97         Short-Term Debt and Lines of Credit - Credit        HTML     69K  
                Facilities (Details)                                             
122: R98         Long-Term Debt and Capital Lease Obligations        HTML    366K  
                (Details)                                                        
123: R99         Income Taxes (Details)                              HTML    198K  
124: R100        Guarantees (Details)                                HTML     81K  
125: R101        Employee Benefit Plans - Change in Benefit          HTML    119K  
                Obligations and Plan Assets (Details)                            
126: R102        Employee Benefit Plans - Net Periodic Benefit Cost  HTML     96K  
                (Detail)                                                         
127: R103        Employee Benefit Plans - Assumptions (Details)      HTML    101K  
128: R104        Employee Benefit Plans - Pension and Other          HTML    131K  
                Postretirement Plan Assets (Details)                             
129: R105        Employee Benefit Plans - Changes in the Fair Value  HTML     67K  
                of Plan Assets (Details)                                         
130: R106        Employee Benefit Plans - Defined Contribution       HTML     76K  
                Benefit Plans (Details)                                          
131: R107        Commitments and Contingencies - Unconditional       HTML     69K  
                Purchase Obligations (Details)                                   
132: R108        Commitments and Contingencies - Operating Leases    HTML     62K  
                (Details)                                                        
133: R109        Commitments and Contingencies - Environmental       HTML    146K  
                Matters (Details)                                                
134: R110        Fair Value Measurements - Assets and liabilities    HTML     93K  
                measured on a recurring basis (Details)                          
135: R111        Fair Value Measurements - Level 3 Reconciliation    HTML     60K  
                (Details)                                                        
136: R112        Fair Value Measurements - Financial Instruments     HTML     49K  
                not recorded at fair value (Details)                             
137: R113        Derivative Instruments (Details)                    HTML     75K  
138: R114        Derivative Instruments - Notional Volumes/Gains     HTML     76K  
                and Losses/ Offset Table/Swap (Details)                          
139: R115        Variable Interest Entities (Details)                HTML     64K  
140: R116        Regulatory Environment (Details)                    HTML    258K  
141: R117        Segment Information (Details)                       HTML    160K  
142: R118        Quarterly Financial Information (Unaudited)         HTML     61K  
                (Details)                                                        
143: R119        Schedule I - Income Statements (Details)            HTML     68K  
144: R120        Schedule I - Statements of Comprehensive Income     HTML     88K  
                (Details)                                                        
145: R121        Schedule I - Balance Sheets (Details)               HTML    111K  
146: R122        Schedule I - Statements of Cash Flows (Details)     HTML    139K  
147: R123        Schedule I - Dividends Received from Subsidiaries   HTML     52K  
                (Details)                                                        
148: R124        Schedule I - Long-term Debt Future Maturities       HTML     56K  
                (Details)                                                        
149: R125        Schedule I - Long-term Debt Fair Value (Details)    HTML     48K  
150: R126        Schedule I - Supplemental Cash Flow Information     HTML     46K  
                (Details)                                                        
151: R127        Schedule I - Short-term Notes Receivable - Related  HTML     49K  
                Parties (Details)                                                
152: R128        Schedule I - Short-term Notes Payable Related       HTML     47K  
                Parties (Details)                                                
153: R129        Schedule II - Valuation and Qualifying Accounts     HTML     52K  
                (Details)                                                        
155: XML         IDEA XML File -- Filing Summary                      XML    266K  
154: EXCEL       IDEA Workbook of Financial Reports                  XLSX    210K  
19: EX-101.INS  XBRL Instance -- wec-20151231                        XML   8.51M 
21: EX-101.CAL  XBRL Calculations -- wec-20151231_cal                XML    431K 
22: EX-101.DEF  XBRL Definitions -- wec-20151231_def                 XML   1.83M 
23: EX-101.LAB  XBRL Labels -- wec-20151231_lab                      XML   4.10M 
24: EX-101.PRE  XBRL Presentations -- wec-20151231_pre               XML   2.36M 
20: EX-101.SCH  XBRL Schema -- wec-20151231                          XSD    466K 
156: ZIP         XBRL Zipped Folder -- 0000107815-16-000248-xbrl      Zip    652K

‘EX-10.29’ — Wec Exhibit 10.29

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

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Exhibit

Exhibit 10.29

WEC ENERGY GROUP, INC

NON-QUALIFIED STOCK OPTION AWARD

TERMS AND CONDITIONS

2016


1.	DEFINED TERMS

All capitalized terms used in this option and not otherwise defined herein are defined in the attached Appendix or in the Wisconsin Energy Corporation Omnibus Stock Incentive Plan as amended and restated effective as of May 5, 2011 (the “Plan”).


2.	OPTION GRANT

WEC Energy Group, Inc. (f/k/a/ Wisconsin Energy Corporation) (the “Company”) grants to the Employee an option to purchase shares of common stock of the Company (the “Common Stock”), the amount of which is specified in the notice of the grant, at an option price also specified in the notice. This option is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).


3.	VESTING OF OPTION

Except as otherwise provided herein, this option shall be exercisable only prior to the Expiration Date (as defined in paragraph 4), and then only as set forth in the following schedule:



Years from Date of Option Grant	% of Shares Exercisable
Less than 3 At least 3	0% 100%

Notwithstanding the foregoing, this option shall become immediately exercisable upon the occurrence of any of the following events (the “Special Vesting Events”):


(i)	the termination of the Employee’s employment with the Company or a subsidiary by reason of Retirement, Disability or death, or, if such termination of employment described herein occurs prior to the six month anniversary of the date of option grant, the six month anniversary of the date of option grant; or


(ii)	the occurrence of a Change in Control of the Company while the Employee is employed by the Company or a subsidiary.

Any unvested shares are immediately forfeited upon the Employee’s cessation of employment with the Company or a subsidiary prior to the occurrence of a Special Vesting Event. However, the Committee may, in its discretion, vest options upon separation.

33055223

Exhibit 10.29


4.	TERM OF OPTION

All rights to exercise this option shall terminate on the Expiration Date which is the earliest of the following dates:


(i)	three months after the Employee’s termination of employment with the Company or a subsidiary prior to the occurrence of a Special Vesting Event, or


(ii)	ten years from the date of grant .


5.	METHOD OF EXERCISE

This option may be exercised by appropriate notice in writing delivered to the Corporate Secretary of the Company, or by any other method approved by the Committee. The consideration to be paid for the shares to be issued upon exercise of the option, including the method of payment, shall be determined by the Committee. Such consideration may consist entirely of cash or check or combination thereof or broker-assisted cashless exercise or such other consideration or method of payment for the issuance of shares, in all cases to the extent permitted by applicable law.


6.	NON-TRANSFERABILITY; DEATH; DESIGNATED BENEFICIARY

This option is not transferable by the Employee otherwise than by will or the laws of descent and distribution, except for transfers to family members and family partnerships. This option is exercisable during the Employee’s lifetime only by the Employee.

If the Employee dies after termination of employment without any Special Vesting Event having occurred but during the option period and before the Expiration Date specified in paragraph 4 hereof, this option may be exercised, to the extent otherwise vested, in the manner described in paragraph 5 hereof, by the Employee’s “Designated Beneficiary” (defined below) or if none or if the Designated Beneficiary does not survive the Employee, by the Employee’s estate or the person to whom the option passes by will or the laws of descent and distribution, but only within a period of:


(a)	two years after the Employee’s death, or


(b)	ten years from the date of grant, whichever period is shorter.

To the extent that this option may be exercisable after the death of the Employee (whether before or after termination of employment), this option may be exercised by the “Designated Beneficiary” of the Employee. The “Designated Beneficiary” shall be the beneficiary or beneficiaries designated by the Employee in a writing filed with the Committee in such form and at such time as the Committee may require. In the absence of a living Designated Beneficiary, any rights or benefits that would have been exercisable by or distributable to the Employee shall be exercised by or distributed to the legal representative of Employee’s estate or the person to whom the option passes by will or by the laws of descent and distribution. If a Designated Beneficiary who has survived the Employee dies before exercise of all rights option or before complete distribution of benefits under this option, then any rights that would have been

33055223

Exhibit 10.29

exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.


7.	REGISTRATION

If at any time during the option period the Company shall be advised by its counsel that shares deliverable upon exercise of the option are required to be registered under the Securities Act of 1933 (“Act”) or any state securities laws, or that delivery of the shares must be accompanied or preceded by a prospectus meeting the requirements of that Act or such state securities laws, the Company will use its best efforts to effect the registration or provide the prospectus not later than a reasonable time following each exercise of this option, but delivery of shares by the Company may be deferred until the registration is effected or the prospectus is available. The Employee shall have no interest in shares covered by this option until certificates for the shares are issued, or in lieu of certificates, shares are credited to the Employee’s account in the book-entry form.


8.	ADJUSTMENTS

If the Company shall at any time change the number of shares of its Common Stock without new consideration to the Company (such as by stock dividend, stock split or similar transaction), the total number of shares then remaining subject to purchase hereunder shall be changed in proportion to the change in issued shares and the option price per share shall be adjusted so that the total consideration payable to the Company upon the purchase of all shares not theretofore purchased shall not be changed. If during the term of this option, the Common Stock of the Company shall be changed into another kind of stock or into securities of another corporation, cash, evidence of indebtedness, other property or any combination thereof (the “Acquisition Consideration”), whether as a result of reorganization, sale, merger, consolidation, or other similar transaction, the Committee shall cause adequate provision to be made whereby the Employee shall thereafter be entitled to receive upon the due exercise of this option the Acquisition Consideration the Employee would have been entitled to receive for Common Stock acquired through exercise of this option immediately prior to the effective date of such transaction.


9.	WITHHOLDING

The Company shall be entitled to satisfy any tax withholding obligations arising with respect to the exercise of this option in whole or in part by withholding a portion of shares to defray all or a portion of any applicable taxes, withholding the required amounts from other compensation payable to the Employee, or by such other method determined by the Committee (including, but not limited to, requiring a cash payment by Employee to the Company), in its discretion.


10.	IMPACT ON OTHER BENEFITS

The income attributable to the exercise of this option shall not be includable as compensation or earnings for purposes of any other benefit plan or program offered by the Company or its subsidiaries.

33055223

Exhibit 10.29


11.	PLAN GOVERNS

Notwithstanding anything in this option, the terms of this option shall be subject to the terms of the Plan, a copy of which may be obtained electronically through the website of the broker servicing the Plan or may otherwise be obtained a member of the Executive Compensation & Benefits staff, and this option is subject to all interpretations, amendments, rules and regulations established by the Committee from time to time pursuant to the Plan.

33055223

Exhibit 10.29

APPENDIX

This is an appendix to the WEC Energy Group, Inc. Terms and Conditions governing an award of Non-Qualified Stock Options under the Wisconsin Energy Corporation Omnibus Stock Incentive Plan as amended and restated effective as of May 5, 2011.

As used in the Terms & Conditions, the terminology set forth below shall have the following meanings:


(a)	“Cause” means:

(i)

the willful and continued failure of the Employee to substantially perform the Employee’s duties (other than a failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Employee by the Board of Directors of the Company, the Compensation Committee or an elected officer of the Company which specifically identifies the manner in which the Board, the Committee or the elected officer believes that the Employee has not substantially performed the Employee’s duties, or

(ii)

the willful engaging by the Employee in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. However no act, or failure to act, on the Employee’s part shall be considered “willful” unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee’s action or omission was in the best interest of the Company.


(b)	“Disability” means separation from the service of the Company or a subsidiary because of such illness or injury as renders the Employee unable to perform the material duties of the Employee’s job.


(c)	“Retirement” means separation from the Service of the Company or a subsidiary either at or after attainment of age 55 and completion of at least ten years of service or at or after age 60.

33055223

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed on:	2/26/16	8-K
For Period end:	12/31/15	11-K, 4, SD
	5/5/11	10-Q, 4, 8-K, 8-K/A, DEF 14A, PRE 14A
		List all Filings

8 Subsequent Filings that Reference this Filing

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

 2/22/24  WEC Energy Group, Inc.            10-K       12/31/23  210:30M                                    Wisconsin Elec Power Co.
 2/22/24  Wisconsin Electric Power Co.      10-K       12/31/23  156:17M
 2/23/23  WEC Energy Group, Inc.            10-K       12/31/22  204:32M                                    Wisconsin Elec Power Co.
 2/23/23  Wisconsin Electric Power Co.      10-K       12/31/22  150:18M
 2/24/22  WEC Energy Group, Inc.            10-K       12/31/21  202:32M                                    Wisconsin Elec Power Co.
 2/24/22  Wisconsin Electric Power Co.      10-K       12/31/21  149:17M
 2/25/21  WEC Energy Group, Inc.            10-K       12/31/20  198:32M                                    Wisconsin Elec Power Co.
 2/25/21  Wisconsin Electric Power Co.      10-K       12/31/20  144:17M

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Filing Submission 0000107815-16-000248 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Wec Energy Group, Inc. – ‘10-K’ for 12/31/15 – ‘EX-10.29’

On: Friday, 2/26/16, at 3:14pm ET · For: 12/31/15 · Accession #: 107815-16-248 · File #: 1-09057

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

‘EX-10.29’ — Wec Exhibit 10.29

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

Dates Referenced Herein and Documents Incorporated by Reference

8 Subsequent Filings that Reference this Filing

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