XCEL ENERGY INC(XEL)

Participant — Retention Agreement | Grant of Restricted Stock Award as set forth in the agreement.; Restricted Shares are subject to periods of restriction where they cannot be sold, assigned, transferred, pledged, or encumbered.; Vesting occurs upon termination of the applicable Period of Restriction, with full vesting upon a Change in Control.; Forfeiture of unvested Restricted Shares if Service terminates for reasons other than Disability or death; immediate vesting upon termination due to Disability or death.; Participants have shareholder rights with respect to Restricted Shares.; Awards are subject to Company's recoupment policies and applicable laws.; Restrictive covenants include non-disclosure, non-solicitation for two years post-termination, and non-competition for one year post-termination (limited by state law).

Non-Employee Directors — Retention Agreement | Program allows directors to receive awards in Stock or Stock Equivalents.; Directors can elect to defer retainer, board, or committee fees into Stock Equivalents.; Awards are subject to vesting periods, with full vesting upon a Change in Control.; Restricted Shares are subject to forfeiture if Service terminates for reasons other than Disability or death, unless such termination is due to Disability or death.; Participants have shareholder rights (voting, dividends) for Restricted Shares.; Awards are subject to Company's recoupment policies and applicable laws.; All disputes are subject to mandatory binding arbitration.