NWE 8-K
NorthWestern Energy Group, Inc. (NWE)
8-K
2026-02-17
For: 2026-02-11
View Original
Added on
April 10, 2026
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): February 11, 2026
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(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: 605 -978-2900
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||
| NorthWestern Energy Group, Inc. | |||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
(e) 2026 Short-Term Incentive Plan
On February 11, 2026, the Board of Directors (the “Board”) of NorthWestern Energy Group, Inc. d/b/a NorthWestern Energy (Nasdaq: NWE) (the “Company”), based on the recommendation of the Human Resources Committee (the "Committee") of the Board, established the Company's 2026 Annual Incentive Plan for officers and other eligible employees of the Company (the "2026 Plan"). Brian Bird, a Board member and our president and chief executive officer, abstains on all employee compensation-related decisions of the Board and abstained on the Board's decision to approve the 2026 Plan.
The 2026 Plan provides for a payment of incentive compensation to officers and other eligible employees for the performance period of January 1, 2026, through December 31, 2026. To be eligible to receive a payout under the 2026 Plan, employees must be employed on December 31, 2026, and have been employed actively for at least one full quarter of the 2026 Plan year.
A target incentive level for each participating employee is set by position and is expressed as a percentage of base salary. The short-term incentive target opportunities under the 2026 Plan for the Company's principal executive officer, principal financial officer and the other remaining named executive officers in the Company's proxy statement filed for its 2025 annual meeting of shareholders (the "2025 Proxy Statement") are as follows:
| Name (1) | Title | Short-Term Incentive Target Opportunity (as a percentage of base salary) | ||||||
| Brian Bird | President and Chief Executive Officer | 100% | ||||||
| Crystal Lail | Vice President and Chief Financial Officer | 75% | ||||||
| Shannon Heim | General Counsel and Vice President Federal Government Affairs | 55% | ||||||
| Bobbi Schroeppel | Vice President Customer Care, Communications, and Human Resources | 45% | ||||||
(1) The other named executive officer from the 2025 Proxy Statement retired from the Company effective February 1, 2026, and is ineligible for participation in the 2026 Plan.
Payouts of awards to plan participants from the performance pool (as discussed below) will be determined based on a combination of:
1.Individual performance ratings that evaluate achievement against established goals and objectives as well as overall job performance; and
2.Company performance based on the achievement of the following specified performance metrics during 2026:
2.1.Financial Performance, weighted at 55%, based on achieving targeted net income, as adjusted to exclude the impacts of costs associated with the Company's pending merger with Black Hills Corporation (the "Merger");
2.2.Safety, weighted overall at 15%, using two measurements, one based on lost time incident rate (weighted at 10%) and the other based on completion of safety training by active employees (weighted at 5%);
2.3.Reliability, weighted overall at 15%, consisting of one electric system reliability index (weighted at 10%), which measures the total duration of interruption for the average customer on our system during a predefined period of time, and one natural gas system reliability index (weighted at 5%), which measures leaks per 100 miles on our system during a predefined period of time; and
2.4.Customer Satisfaction, weighted at 15%, consisting of two equally weighted customer satisfaction measures as determined by an independent survey conducted by J.D. Power & Associates concerning our electric and gas services.
A performance pool will be created and funded based on the level of achievement of the four company performance factors described above. The performance pool then will be allocated using total target incentive dollars at the end of the performance period for eligible employees , as adjusted based on the performance funding level achieved.
Allocations of the performance pool will be based on the recommendation of an employee's supervisor. In no case will the total payouts in a given performance pool exceed the total dollars available for that performance pool.
Awards will be paid out to employees as soon as practicable after year-end results are known, but no later than March 15, 2027. The actual incentive amounts paid under the 2026 Plan will be based on the Company's actual results during 2026 in relation to the established performance objectives, and these payments may be greater or less than the target amounts that have been established.
In the event that a work-related fatality occurs during the year, the lost time incident rate portion of the safety performance metric will be forfeited for all employees unless it is determined by the Committee that no actions on the part of the employee or the Company contributed to the incident. In calculating performance against target, the Board has discretion to adjust any performance metric to address developments that (a) are extraordinary or unusual in nature or infrequent in occurrence and (b) impact the performance metric in a manner inconsistent with the intention of the Board with respect to the 2026 Plan.
If a change in control (as defined in the NorthWestern Energy Group, Inc., Amended and Restated Equity Compensation Plan (the “Equity Compensation Plan")) occurs during the 2026 Plan's performance period, the performance period will be deemed to have terminated and participants then actively employed by the Company will receive an annual incentive award equal to the greater of (i) the target award or (ii) the award determined based on actual performance through the change in control if determinable, prorated for the portion of the performance period elapsed prior to consummation of such change in control. Payment will not accelerate and will occur no later than March 15, 2027.
The annual incentive awards are governed by the terms of the 2026 Plan. For further information regarding the 2026 Plan, see the copy of the plan that is filed as Exhibit 99.1 hereto and incorporated herein by reference.
(e) 2026 Long-Term Incentive Program
On February 11, 2026, the Board, based on the recommendation of the Committee, approved the 2026 Long-Term Incentive Program (the “Program") for restricted unit shares to be awarded to approximately 80 participants, including all of the executive officers, under the NorthWestern Energy Group, Inc., Amended and Restated Equity Compensation Plan (the “Equity Compensation Plan"). Brian Bird, a Board member and our president and chief executive officer,
abstains on all employee compensation-related decisions of the Board and abstained on the Board's decision to approve the Program.
Pursuant to the Program, each participant (including each executive) will receive a targeted equity incentive award of restricted share units (the "Restricted Units") based upon a percentage of the participant's salary divided by the grant date fair value of the Company's common stock (which uses the closing stock price on the grant date, less the present value of expected dividends). Each Restricted Units award is governed by the terms of the Form of NorthWestern Energy Group, Inc., Restricted Share Unit Award Agreement (the “RSU Award Agreement"). All awards are governed by the terms of the Equity Compensation Plan.
The long-term incentive target opportunities for the Program, expressed as a percentage of base compensation, for the Company's principal executive officer, principal financial officer and the other named executive officers in the 2025 Proxy Statement are as follows:
| Name (1) | Title | Long-Term Incentive Target Opportunity (as a percentage of base salary) | ||||||
| Brian Bird | President and Chief Executive Officer | 325% | ||||||
| Crystal Lail | Vice President and Chief Financial Officer | 150% | ||||||
| Shannon Heim | General Counsel and Vice President Federal Government Affairs | 110% | ||||||
| Bobbi Schroeppel | Vice President Customer Care, Communications, and Human Resources | 65% | ||||||
(1) The other named executive officer from the 2025 Proxy Statement retired from the Company effective February 1, 2026, and did not receive an award under the Program.
Payment of the Restricted Units generally is contingent upon the participant remaining in the continuous employ of the Company through the end of the three-year restricted period; however, acceleration can occur upon the death or disability of the participant or a change of control of the Company. Payout of the earned and vested Restricted Units will be made in shares of common stock of the Company, with one restricted unit vested and earned equal to one share of the Company's common stock; however, upon a change of control, awards will be deemed vested and be paid out in shares of the company's common stock within 10 days of the vesting date. The RSU Award Agreement indicates that a "change in control" is defined in the Equity Compensation Plan, but modifies such definition to specifically exclude the Merger. Under the Merger, upon vesting in 2028, the Restricted Units granted under the Program will be converted to, and paid out as, shares of the merged company, as provided in the Merger. The RSU Award Agreement also provides for vesting in full of a participant's Restricted Units if the participant's continuous service with the Company is involuntarily terminated before the 24-month anniversary of the Merger. Eligible participants may not defer receipt of any Restricted Units.
For further information regarding the RSU Award Agreement, see the copy of the RSU Award Agreement that is filed as Exhibit 99.2 hereto and incorporated herein by reference. For further information regarding the Equity Compensation Plan, see Exhibit 10.1(m) of NorthWestern Energy Group, Inc.'s Annual Report on form 10-K, dated February 11, 2026, Commission File No. 000-56598), which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description of Document | |||||||
| 2026 Annual Incentive Plan | ||||||||
| Form of 2026 RSU Award Agreement | ||||||||
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
| * filed herewith | ||||||||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NorthWestern Energy Group, Inc. | |||||||||||
| By: | /s/ Timothy P. Olson | ||||||||||
| Timothy P. Olson | |||||||||||
| Corporate Secretary | |||||||||||
Date: February 17, 2026
NORTHWESTERN ENERGY
2026 ANNUAL INCENTIVE PLAN
I. Introduction
NorthWestern Energy (NorthWestern) utilizes the 2026 Annual Incentive Plan (Plan) to reward non-represented employees for their contributions toward achieving desired business results.
II. Plan Objectives
This Plan is designed to achieve the following objectives:
Align the interests of shareholders, customers and employees.
Create incentives for employees to achieve financial and operating results.
Reward employees individually, and as a team, by providing compensation opportunities aligned with market and consistent with company financial and operating performance.
III. Plan Administration
The Plan is approved by NorthWestern's Board of Directors (Board) and administered by the NorthWestern Energy Incentive Plan Administration Committee (Administration Committee) consisting of the CEO and CFO. The Administration Committee is responsible for all aspects of administration of the Plan and is responsible for resolving any conflicts or discrepancies that arise. The Administration Committee’s decision on any matter associated with this Plan is final, subject to approval by the Board's Human Resources Committee.
IV. Performance Period and Effective Date
The Plan is effective January 1, 2026, and will continue until December 31, 2026, which is the Performance Period. The Plan (including the Performance Period) may be suspended and/or terminated by the Administration Committee, subject to approval by the Board, at any time, without prior notice and at its sole discretion.
V. Other Considerations
All awards are subject to income tax withholding and garnishment requirements. No right or interest in the Plan is transferable or assignable.
Distributions under the Plan are at the discretion of the Administration Committee, subject to approval of the Board's Human Resources Committee. Awards will not be made under the Plan if, in the sole and final judgment of the Board, the overall financial condition of the Company is insufficient to support awards.
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NorthWestern Energy 2026 Annual Incentive Plan
Distributions from the Plan do not provide any rights to continued employment. A distribution from the Plan in any one performance period does not guarantee the participant a distribution, or the right to participate, in any subsequent performance period.
Employees have the right to report work-related injuries and illnesses. This Plan is not intended to interfere with that right and will not be applied in any manner that interferes with that right. NorthWestern Energy is prohibited from discharging or in any manner discriminating against employees for reporting work-related injuries or illnesses.
VI. Participation and Eligibility
All non-represented regular full-time, regular part-time, limited part-time and seasonal employees of NorthWestern, employed on the last business day of the plan year are eligible to receive payment under the Plan provided they are actively employed by NorthWestern for at least one full quarter of the Plan year. To participate in the Plan, employees must have written goals and objectives consistent with NorthWestern’s goals and objectives. These employee goals must target results that meet or exceed the normal requirements of the employee’s position, and that contribute to meeting the goals and objectives of NorthWestern. Goals and objectives can be based on individual and team performance.
An employee must meet acceptable performance standards, as defined and approved by the Administration Committee, to be eligible for an award. An employee who was under a formal disciplinary action during the Performance Period is not eligible for an award during the disciplinary period. An employee whose performance is rated “unsatisfactory” is not eligible for an award. An employee whose performance is rated “partially met expectations” may, at the discretion of their supervisor, be eligible for an award within established guidelines.
An employee is eligible for a prorated incentive award based upon the amount of time served in an eligible status with NorthWestern Energy during the Performance Period if they:
(1) Are classified as seasonal,
(2) Were under a formal disciplinary action for a portion of the Performance Period,
(3) Work on a part-time basis,
(4) Take unpaid leave, including military leave, that is nonmedical in nature and that exceeds 80 hours, or
(5) Retired, provided they worked at least one full quarter during the Performance Period, even though the retired employee was not employed on the last business day of the Plan year. For purposes of this incentive Plan, retirement shall mean the termination of an employee’s continuous service with NorthWestern after the employee has attained at least age 65 or attained at least age 55 with a minimum of 5 years of service. Retirement shall exclude any termination for cause.
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NorthWestern Energy 2026 Annual Incentive Plan
Proration for retirement will be based on an employee’s last day actually worked, even though an employee may receive approval to extend their actual termination date by using accrued paid leave (i.e., PTO).
Temporary and summer employees, as well as independent contractors, are not eligible to participate in the Plan.
VII. Individual Awards
Awards to Plan participants from the Performance Pool (Section IX) will be determined based on individual performance ratings that evaluate achievement against established goals and objectives, as well as overall job performance. Supervisors will evaluate individual employee performance during the Performance Period covered by the Plan to determine individual awards.
VIII. Target Funding Level
Target funding level for each participating employee is set by position based on market analysis and will be expressed as a percentage of base salary. Each participant's target funding level is subject to approval by the Administration Committee and any changes will be communicated in writing to participants. The Board will approve senior executive target funding levels.
IX. Performance Pool
The Plan is funded through achievement of targeted results on key organizational performance objectives, inclusive of costs associated with the Plan. After implementation, the Plan will be reviewed periodically to ensure that the desired results are being achieved.
The Performance Pool will be created based on four factors: net income, system performance comprised of electric and natural gas service reliability, customer satisfaction, and employee safety. Each of these measures will be calculated at the conclusion of the Performance Period. Periodic accruals will be made to provide for the Performance Pool at year-end. The Performance Pool will be funded in accordance with Table 1 below; however, the Board has discretion to adjust any Performance Metric to address developments that (a) are extraordinary or unusual in nature or infrequent in occurrence and (b) impact the Performance Metric in a manner inconsistent with the intention of the Board with respect to this Plan. Officer awards may be modified based on each officer’s goal performance during the Performance Period.
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NorthWestern Energy 2026 Annual Incentive Plan
Table 1 – 2026 Plan Performance Metrics
Note:
1) The net income financial target is based on Board-approved budget for 2026 as adjusted to exclude the impacts of merger costs;
2) If a work-related fatality occurs, the lost time incident rate portion of the safety performance metric of the Annual Incentive Plan will be forfeited for all NorthWestern employees unless it is determined by the Board’s Human Resources Committee that no actions on the part of the employee or the Company contributed to the incident.
3) Any individual employee’s incentive will be reduced by the full Safety metric contribution to total if their individual safety and security training completion percentage is less than 100 percent.
4) The Reliability results will be adjusted for major event days (MEDs), planned outages, public safety power shutoff outages, fire tagged outages and catastrophic events.
5) Customer satisfaction results are based on independent JD Power residential electric and gas survey results.
Funding levels are computed by prorating based on actual results between Threshold through Maximum.
Net Income payout ranges from 50% if the threshold of 90% of target is met up to 200%. 90% of budget must be achieved for the financial metric to payout.
Safety Training ranges from a 99% payout at threshold to 100% payout at maximum.
All other metrics range from 0% to 200%.
In calculating performance against target, adjustments may be made either positively or negatively for one-time events and extraordinary items as approved by the Board. This plan is subject to the Company’s Erroneously Awarded Compensation Policy.
As soon as possible after the end of the Performance Period, NorthWestern will calculate the actual performance as compared against the established performance targets. Such calculations shall be finally determined at the sole discretion of the Board's Human Resources Committee or an appointed designee. Employees shall have no recourse, appeal or challenge available from this final determination. Summary results will be provided to employees.
X. Performance Pool Distribution and Incentive Pay Calculation
Individual employee performance is a key consideration in distributing incentive pay. The Performance Pool will be allocated using total target funding level at the end of the Performance Period for eligible employees in each functional unit, division or
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NorthWestern Energy 2026 Annual Incentive Plan
department, adjusted based on the performance funding level achieved. Supervisors will submit recommended distributions to individual employees subject to the functional officer’s and Administration Committee approval. In no case will the total payouts in a given Performance Pool exceed the total dollars available for that Performance Pool.
XI. Payment of Awards
Awards will be paid in the same manner as each employee’s normal payroll processing, either in the form of Company check or direct deposit, no later than March 15, 2027. Awards are considered ordinary income and subject to all applicable taxes.
XII. Change in Control
For purposes of this Plan, ‘Change in Control’ shall have the meaning set forth in the Company’s Amended and Restated Equity Compensation Plan. In the event of a Change in Control during the Performance Period, the Performance Period will be deemed to have terminated and participants then actively employed by the Company shall receive an Annual Incentive Award equal to the greater of (i) the target award or (ii) the award determined based on actual performance through the Change in Control if determinable, prorated for the portion of the Performance Period elapsed prior to consummation of such Change in Control. Payment will not accelerate and will occur in accordance with Section XI.
If a Change in Control occurs and a participant’s employment is thereafter terminated without Cause or for Good Reason prior to payment of awards per Section XI, the participant will receive their prorated annual incentive award as if employed on the payment date when others receive their prorated annual incentive awards for such Performance Period.
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NorthWestern Energy 2026 Annual Incentive Plan
NORTHWESTERN ENERGY
2026 ANNUAL INCENTIVE PLAN
ADDENDUM 1
UDefinitions
FINANCIAL
The Net Income target is based upon the Board approved budget for the plan year, and is determined by what is reported in the SEC Form 10k filed mid-February of the year following the plan year. Adjusted Net Income will be used to calculate performance reflecting the removal of merger related transaction and transition costs.
ELECTRIC SYSTEM RELIABILITY
The overall objective is to maintain a high level of electric reliability. Targets for electric reliability are established using the System Average Interruption Duration Index (SAIDI), as adjusted to remove MEDs, planned outages, public safety power shutoff outages, fire tagged outages, and catastrophic events - based on five year company averages and IEEE benchmark data.
Major Event Days (MEDs) are defined as a day that SAIDI value exceeds a statistically derived threshold value (Tmed) that nominally represents “stresses beyond that normally expected (such as during severe weather).” A catastrophic event is defined as an event that has an overall impact of 7 times an MED.
SAIDI (as adjusted):
System Average Interruption Duration Index (SAIDI) indicates, in minutes, the total duration of interruption for the average customer during a predefined period of time.
SAIDI = sum of the customer interruption durations
total number of customers served
Maximum Performance = 76.8 SAIDI minutes Maximum performance is a scaled improvement from 100% (Target Performance) to 200%, with the best performance over the last 5 years representing 150%.
Target Performance = 99 SAIDI minutes Target matches the five year average of NWE’s performance.
Threshold Performance = 138 SAIDI minutes Threshold matches the five year average of IEEE 2nd quartile performance of medium sized companies.
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NorthWestern Energy 2026 Annual Incentive Plan
GAS SYSTEM RELIABILITY
The gas metric is gas leaks per 100 miles of distribution pipe and is established at target of a 4 year average performance.
Leaks per 100 miles of distribution pipe is calculated as the total number of leaks recorded on NorthWestern’s system caused by something other than 3rd party damage divided by the total miles of distribution pipe divided by 100.
Leaks per 100 miles of distribution pipe =
total leaks (other than 3rd party damages)
total miles of distribution pipe / 100
Maximum Performance = 5.9 Maximum performance is the AGA 1st quartile five year average of 6.5.
Target Performance = 9.7 Target the 4 year average for NorthWestern actuals at 9.7. This is in line with last year in that it uses an average of NWE actual figures since the major process change in 2019.
Threshold Performance = 12.7 Threshold is the AGA 2nd Quartile five year average at 13.6.
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NorthWestern Energy 2026 Annual Incentive Plan
SAFETY
Safety performance is determined based on Lost Time Incidents. A Lost Time Incident is an incident in which an employee experiences a job-related injury that results in the employee missing work due to the injury. Determing when an incident is a Lost Time is based on OSHA standards. NorthWestern Energy utilizes EEI benchmarking to determine the payout matrix.
Lost time incident metrics are as follows:
Maximum Performance = 0 Lost time incidents
Target Performance = 7 Lost time incidents
Threshold Performance = 13 Lost time incidents
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NorthWestern Energy 2026 Annual Incentive Plan
Safety and Security training completion includes “completion” of assigned safety and security training for all Northwestern Energy employees through the learning management system by taking the total courses assigned less total courses overdue and dividing by the total courses assigned. The calculation shall exclude any courses that are assigned to be completed after the Performance Period, and a course that is assigned to be completed before the end of the Performance Period will be considered “overdue” if it is not completed by the end of the Performance Period.
Total % Completion = total courses assigned – total courses overdue
total courses assigned
*Calculation excludes inactive employees at year-end, such as those on disability or using accrued time off to retirement.
Maximum Performance = 100% safety training complete
Target Performance = 99.5% safety training complete
Threshold Performance = 99.0% safety training complete
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NorthWestern Energy 2026 Annual Incentive Plan
CUSTOMER SATISFACTION
Customer satisfaction is measured by the annual J.D. Power residential electric and gas survey.
J.D. Power is a global marketing information services company providing performance improvement, social media and customer satisfaction insights and solutions. J.D. Power results are measured against a peer group of mid-sized combination electric and gas utilities.
The J.D. Power model includes the following six components:
1. Communications
2. Corporate Citizenship
3. Billing and Payment
4. Price
5. Power Quality and Reliability (electric) or Field Services (gas)
6. Customer Service
J.D. Power metrics are established as follows:
Maximum Performance = rank vs. mid-sized IOU peers of 1
Target Performance = rank vs. mid-sized IOU peers of 8
Threshold Performance = rank vs. mid-sized IOU peers of 14
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NorthWestern Energy Group, Inc.
Restricted Share Unit Award Agreement
(Granted Under the Amended and Restated Equity Compensation Plan)
This restricted share unit award to Grantee will be governed by this Agreement and the NorthWestern Energy Group, Inc., Amended and Restated Equity Compensation Plan (the “Plan”). In consideration of the mutual promises and covenants contained in this Agreement, the Grantee and NorthWestern Energy Group, Inc. (together with its subsidiaries, the “Company”) each agree as follows:
ARTICLE I — Grant of Restricted Share Units
Subject to the terms of the Plan, the Company hereby grants to <<Proper Name>> (the “Grantee”) <<Shares>> Restricted Share Units (“RSUs”) on February 11, 2026 (the “Grant Date”), payment of which depends on the continued service of the Grantee as set forth in this Agreement.
ARTICLE II — Vesting of Restricted Share Units
Except as otherwise provided in ARTICLE III, ARTICLE IV and ARTICLE V of this Agreement, the RSUs covered by this Agreement shall become vested and non-forfeitable on December 31, 2028 (the “Vesting Date”); provided that the Grantee’s “Continuous Service,” as defined in Appendix A of the Plan, with the Company continues through the Vesting Date. Upon vesting pursuant to this ARTICLE II, the RSUs shall be paid as provided in ARTICLE VII.
ARTICLE III — Change in Control
In accordance with Section 13 of the Plan, if a “Change in Control,” as defined in Appendix A of the Plan, occurs prior to the Vesting Date at a time when the RSUs have not been forfeited, the RSUs will vest as of the closing date of the Change in Control; provided that for purposes of this Agreement, a Change in Control shall not include the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated August 18, 2025, by and among the Company. Black Hills Corporation, and River Merger Sub Inc (the “Merger”). Upon vesting pursuant to this ARTICLE III, the RSUs shall be paid as provided in ARTICLE VIII. In the event that due to the acceleration of vesting of the RSUs upon a Change in Control, Grantee would, but for this ARTICLE III, be subject to the excise tax provisions of Internal Revenue Code (“Code”) Section 4999 as a result of “parachute payments” described in Code Section 280G (whether pursuant to the terms of this Agreement or any other plan, program, agreement or arrangement), the number of RSUs with respect to which vesting is accelerated pursuant to this ARTICLE III (the “Payments”) shall be reduced in such amount that is required to reduce the aggregate present value of such parachute payments to a dollar less than an amount equal to three times the Grantee’s “base amount” (as such term is defined in Code Sections 280G(b)(3)(A) and 280G(d)(1) and (2)) so that the Grantee is not subject to the tax under Code Section 4999 and no tax deduction is disallowed by reason of Code Section 280G, provided that the reduction described herein shall be made only after all reductions are made under other plans, programs or agreements applicable to the Grantee that provide for similar reductions; and provided further that the reduction described herein shall only be made if the net amount of the Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Payments and after taking into account the phase out of itemized deductions
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and personal exemptions attributable to such reduced Payments), is greater than or equal to the net amount of the Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Payments and the amount of excise tax to which the Grantee would be subject in respect of such unreduced Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Payments).
ARTICLE IV — Involuntary Termination
In the event that that the Grantee’s Continuous Service with the Company terminates before the 24 month anniversary of the Merger due to the Grantee’s “Involuntary Termination” (as defined in Appendix A of the Plan), the RSUs will vest in full as of the date of the Grantee’s Involuntary Termination. Notwithstanding the provisions of ARTICLE VIII, the Company shall pay to the Grantee as soon as practicable after such Involuntary Termination (but in any event not later than the 90th day thereafter), the number of vested RSUs in the form of the same number of Common Shares of the Company, subject to applicable taxes and withholding.
ARTICLE V — Disability or Death
In the event of the Grantee’s “Disability” (as defined in Appendix A of the Plan) or death prior to the Vesting Date (and at a time when the RSUs have not been forfeited), a pro rata portion of the RSUs will vest as of the date of such Disability or death, and the Company shall pay to the Grantee or his or her executor or administrator, as the case may be, as soon as practicable after such Disability or death (but in any event not later than the 90th day thereafter), a pro rata number of the RSUs based on the 36 full months from the Grant Date to the Vesting Date, minus the number of full months of the Grantee’s Continuous Service with the Company during such 36-month period, and the remaining Performance Units will be forfeited.
ARTICLE VI — Retirement
Section 6.1 Pro Rata Forfeiture Upon Retirement. If the Grantee’s Continuous Service with the Company terminates before the Vesting Date due to the Grantee’s Retirement (and at a time when the RSUs have not otherwise been forfeited), a pro rata portion of the RSUs shall be forfeited (based on the 36 full months from the Grant Date to the Vesting Date, minus the number of full months of the Grantee’s Continuous Service with the Company during such 36-month period).
Section 6.2 Vesting upon Retirement. Notwithstanding the provisions of ARTICLE VIII, any RSUs that vest pursuant to this ARTICLE VI shall be paid in full in Common Shares of the Company within a reasonable period following the later to occur of (a) the first business day of the seventh month following the Grantee’s Retirement, and (b) the Vesting Date.
Section 6.3 Definition of Retirement. For purposes of this Agreement, “Retirement” shall mean a termination of the Grantee’s Continuous Service with the Company after the Grantee has (y) attained age 50 and completed at least five years of Continuous Service or (z) attained age 65. Further, “Retirement” shall exclude any termination of the Grantee’s Continuous Service for Cause.
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ARTICLE VII — Forfeiting of Restricted Share Units
Except as otherwise provided by ARTICLE III, ARTICLE IV, ARTICLE V, or ARTICLE VI of this Agreement, if the Grantee’s Continuous Service with the Company terminates before the Vesting Date, the RSUs covered by this Agreement will be forfeited in their entirety. In addition, in the event that the Grantee shall intentionally commit an act prior to the Vesting Date that the Board determines to be adverse to the interests of the Company, the RSUs covered by this Agreement shall be forfeited at the time of that determination notwithstanding any other provision of this Agreement. Finally, in the event that the Board determines to cancel the grants made by this Agreement, the RSUs covered by this Agreement shall be forfeited at the time of that determination notwithstanding any other provision of this Agreement.
ARTICLE VIII — Payment of Restricted Share Units
Section 8.1 Payment of RSUs. Following vesting of the RSUs pursuant to ARTICLE II, ARTICLE III and ARTICLE VI, the number of vested RSUs will be paid to Grantee in the form of the same number of Common Shares of the Company within ten business days of the Vesting Date. Such payment shall be subject to withholding for all amounts that the Company is required to withhold under federal, state or local tax law. This tax withholding obligation will be satisfied by the liquidation of Common Shares otherwise payable pursuant to this Award.
Section 8.2 Unsecured Rights to RSUs. The RSUs shall at all times constitute an unsecured promise of the Company to pay benefits as they come due. The right of the Grantee to receive benefits hereunder shall be solely an unsecured claim against the general assets of the Company. The Grantee shall not have any claim against or rights in any specific assets, share, or other funds of the Company.
Section 8.3 No Deferral Election. The Grantee agrees not to make an election covering this Award under the NorthWestern Corporation Officers Deferred Compensation Plan.
ARTICLE IX — Non-Assignability
The RSUs and the Common Shares subject to this grant are personal to the Grantee and may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee until they are paid as provided in this Agreement; provided, however, that the Grantee’s rights with respect to such RSUs and Common Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this ARTICLE IX shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such RSUs or Common Shares.
ARTICLE X — Adjustments
In the event of any change in the number of outstanding Common Shares by reason of a merger, consolidation, reorganization, recapitalization, or similar transaction, or in the event of a stock dividend, stock split, or distribution to shareholders (other than normal cash dividends), the Committee shall adjust the number and class of shares subject to unvested RSUs, as the Committee deems equitable to avoid dilution or enlargement of rights under this Agreement. No adjustment provided for in this ARTICLE X shall require the Company to issue any fractional share.
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ARTICLE XI — Compliance with Section 409A of the Code
To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A (a) (1) of the Code do not apply to the Grantee. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect unless and until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Grantee). References to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. Although the Company intends to administer this Agreement and the Plan so that the RSUs will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that the RSUs will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local, or foreign tax law.
ARTICLE XII — Miscellaneous
Section 12.1 Interpretation. The contents of this Agreement are subject in all respects to the terms and conditions of the Plan as approved by the Board, which are hereby incorporated herein by reference. The interpretation and construction by the Board and/or the Committee of any provision of the Plan or this Agreement shall be final and conclusive upon the Grantee, the Grantee’s estate, executor, administrator, beneficiaries, personal representative and guardian and the Company and its successors and assigns. Unless otherwise indicated, the capitalized terms used in this Agreement shall have the same meanings as set forth in the Plan.
Section 12.2 Fractional Shares. Any fractional share payable under this Agreement will not be issued, and instead shall be paid out in cash.
Section 12.3 No Right to Employment. The grant of the RSUs is discretionary and will not be considered to be an employment contract or a part of the Grantee’s terms and conditions of employment or of the Grantee’s salary or compensation.
Section 12.4 Successors and Assigns. This Agreement, and the terms and conditions of the Plan, shall bind, and inure to the benefit of, the Grantee, the Grantee’s estate, executor, administrator, beneficiaries, personal representative and guardian and the Company and its successors and assigns.
Section 12.5 Governing Law. This Agreement will be governed by and construed in accordance with applicable United States federal law and, to the extent not preempted by such federal law, in accordance with the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof.
Section 12.6 Amendment or Termination. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. The terms and conditions of this Agreement may not be modified, amended or waived, except by an instrument in writing signed by a duly authorized executive officer of the Company.
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Notwithstanding the foregoing, no amendment shall adversely affect the Grantee’s rights under this Agreement without the Grantee’s consent.
IN WITNESS WHEREOF, the parties hereto have duly executed this Restricted Share Unit Award Agreement, to be duly executed on their behalf, as of the Grant Date.
| NORTHWESTERN ENERGY GROUP, INC. | |||||
| By: | |||||
| Name: | [pre-type name] | ||||
| Title: | [pre-type title] | ||||
| GRANTEE (signature): | |||||
| Name (print): | |||||
| Employee Number: | |||||
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