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Virginia
(State
or other jurisdiction
of
incorporation)
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001-08489
(Commission
File
Number)
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54-1229715
(IRS
Employer
Identification
No.)
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120
Tredegar Street
Richmond,
Virginia
(Address
of Principal Executive Offices)
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23219
(Zip
Code)
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Exhibit
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10.1
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2006
Long-Term Compensation Program - Form of Restricted Stock
Grant
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10.2
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2006
Long-Term Compensation Program - Form of Performance
Grant
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DOMINION
RESOURCES, INC.
Registrant
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/s/
Patricia A. Wilkerson
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Patricia
A. Wilkerson
Vice
President and Corporate Secretary
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1.
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Award
of Stock.
Pursuant to the Plan, ______
shares
of Company Stock (the “Restricted Stock”) were awarded the Participant on
April
1, 2006
,
subject to the terms and conditions of the Plan, and subject further
to
the terms and conditions set forth herein and attached
hereto.
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2.
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Terms
and Conditions.
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a.
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Employment.
Except as provided in paragraphs 3 or 4, the Participant's rights
in any
unvested shares of the Restricted Stock shall be forfeited if employment
with the Company or a Dominion Company terminates before the third
anniversary of this grant (April 1, 2009) (the “Vesting Date”).
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b.
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Nontransferability
.
Except as provided in paragraphs 3 or 4, no rights in the shares
of
Restricted Stock are transferable until vested.
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c.
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Stock
Power.
As
a condition to receipt of this award, the Participant shall deliver
to the
Company a stock power, endorsed in blank, with respect to the Restricted
Stock.
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d.
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Custody
of Shares
.
The Company shall retain custody of shares of the Restricted
Stock.
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3.
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Retirement,
Death, Disability, Termination without Cause.
If
the Participant dies, becomes Disabled, Retires or is terminated
without
Cause (as such term is defined in the Employment Continuity Agreement
between the Participant and the Company), the Participant’s rights in a
portion of the Restricted Stock previously issued pursuant to this
Agreement shall become vested equal to the number of shares of Restricted
Stock times the fraction of (A) the number of completed months from
the
Date of Grant to the Participant’s termination of employment
divided
by
(B) the total number of months from the Date of Grant to the Vesting
Date.
However, in the event of Retirement, such vesting of the Participant’s
Restricted Stock shall be conditioned upon the determination by the
Company’s Chief Executive Officer, in his sole discretion, that the
Participant’s Retirement is not detrimental to the Company. The vesting
will occur as of the date of death, Disability, Retirement or termination
without Cause and any shares of the Restricted Stock which do not
vest in
accordance with the above terms of this paragraph 3 shall be deemed
forfeited.
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4.
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Change
of Control.
Upon a Change of Control, the Participant’s rights in the shares of
Restricted Stock previously issued pursuant to this Agreement shall
become
vested as follows:
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a.
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A
portion of the Restricted Stock will be immediately vested equal
to the
number of shares of Restricted Stock times the fraction of (A) the
number
of completed months from the Date of Grant until the date of Change
of
Control
divided
by
(B) the total number of months from the Date of Grant to the Vesting
Date.
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b.
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Unless
previously forfeited, the remaining shares of Restricted Stock shall
become vested after a Change of Control at the earliest of the following
events and in accordance with the terms described in paragraphs (i)
through (iii) below:
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i.
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Vesting
Date.
All remaining shares of Restricted Stock will be vested at the Vesting
Date.
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ii.
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Retirement,
Death, Disability.
If
the Participant dies, becomes Disabled or Retires, the Participant’s
rights in the remaining shares of Restricted Stock shall become vested
equal to the number of shares of Restricted Stock times the fraction
of
(A) the number of completed months from the date of Change of Control
to
the Participant’s termination of employment
divided
by
(B) the total number of months from the date of Change of Control
to the
Vesting Date. However, in the event of Retirement, such vesting of
the
Participant’s Restricted Stock shall be conditioned upon the determination
by the Company’s Chief Executive Officer, in his sole discretion, that the
Participant’s Retirement is not detrimental to the Company. The vesting
will occur as of the date of death, Disability or Retirement, and
any
shares of the Restricted Stock which do not vest in accordance with
the
above terms of this subparagraph (ii) shall be deemed
forfeited.
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iii.
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Termination
without Cause.
All remaining shares of Restricted Stock will be vested upon the
Participant’s termination by the Company without Cause, including
Constructive Termination as those terms are defined by the Employment
Continuity Agreement.
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5.
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Vesting.
Except as provided above, the shares that have not been previously
forfeited shall vest according to the following
schedule:
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6.
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Shareholder
Rights.
With respect to Restricted Stock, the Participant shall have the
right to
receive dividends and shall have the right to vote shares of Restricted
Stock.
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7.
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Retirement
.
For purposes of this Agreement, the term Retire or Retirement means
termination when the Participant is eligible for early, normal or
delayed
retirement as defined in the Dominion Pension Plan, or would be eligible
if any crediting of deemed additional years of age or service applicable
to the Participant under the Company’s Benefit Restoration Plan or New
Benefit Restoration Plan were applied under the Pension Plan, as
in effect
at the time of the determination.
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8.
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Delivery
of Shares.
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a.
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Share
Delivery.
As
soon as practicable after the requirements of paragraphs 3, 4 or
5 are
satisfied, the Company will deliver to the Participant the appropriate
number of shares of Company Stock. The Company will also either cancel
or
deliver to the Participant the stock power covering such shares.
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b.
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Withholding
of Taxes.
No
Company Stock will be delivered until the Participant (or the
Participant’s successor) has paid to the Company the amount that must be
withheld under federal, state and local income and employment tax
laws
(the "Applicable Withholding Taxes") or the Participant and the Company
have made satisfactory provision for the payment of such taxes. As
an
alternative to making a cash payment to satisfy the Applicable Withholding
Taxes, the Participant or the Participant’s successor may elect to (i)
deliver Mature Shares (valued at their Fair Market Value) or (ii)
have the
Company retain that number of shares of Restricted Stock (valued
at their
Fair Market Value) that would satisfy the Applicable Withholding
Taxes.
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9.
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Fractional
Shares.
A
fractional share of Company Stock shall not be issued and a full
share
shall be issued in lieu of the fractional
share.
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10.
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No
Right to Continued Employment.
This Restricted Stock Award does not confer upon the Participant
any right
with respect to continuance of employment by the Company or a Dominion
Company, nor shall it interfere in any way with the right of the
Company
or a Dominion Company to terminate the Participant's employment at
any
time.
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11.
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Change
in Capital Structure.
The terms of the Restricted Stock Award shall be adjusted as provided
in
Section 15 of the Plan if the Company has a change in capital
structure.
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12.
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Governing
Law.
This Agreement shall be governed by the laws of the Commonwealth
of
Virginia.
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13.
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Conflicts.
In
the event of any conflict between the provisions of the Plan as in
effect
on the date of the award and the provisions of this Agreement, the
provisions of the Plan shall govern. All references herein to the
Plan
shall mean the plan as in effect on the date of the award of Restricted
Stock.
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14.
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Participant
Bound by Plan.
Participant hereby acknowledges receipt of a copy of the Plan and
agrees
to be bound by all the terms and provisions
thereof.
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15.
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Binding
Effect.
Subject to the limitations stated above and in the Plan, this Agreement
shall be binding upon and inure to the benefit of the legatees,
distributees, and personal representatives of the Participant and
the
successors of the Company.
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16.
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Amendment
to Employment Continuity Agreement.
In
consideration for this Restricted Stock Award, the Participant agrees
to
the amendment, as set out in Exhibit A, to the Employment Continuity
Agreement between the Participant and the
Company.
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Dominion
Resources, Inc.
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By
:
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Thomas
F. Farrell, II
President
and Chief Executive Officer
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1.
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This
paragraph 1 applies to all sections of the Employment Continuity
Agreement
that provide (a) the Executive shall become fully vested in and that
all
forfeiture conditions shall immediately lapse at the Effective Date
on any
and all stock incentive awards, and (b) the Executive shall become
fully
vested in and that all forfeiture conditions shall immediately lapse
on
the Termination Date on any and all stock incentive awards. The sections
described in the first sentence of this paragraph 1 are revised to
provide
that those provisions shall apply only to the extent that the effect
of a
Change in Control is not specifically addressed in the stock incentive
award. This paragraph 1 shall apply to any stock incentive award
whether
issued before or after this Amendment. As an illustration only, with
this
Amendment, the terms of Section 4 of the Restricted Stock Agreement
to
which this Amendment is appended shall be applicable in the event
of a
Change in Control rather than the terms of the Employment Continuity
Agreement.
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2.
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Notwithstanding
any provision of the Employment Continuity Agreement to the contrary,
this
paragraph 2 shall apply to any payment of Deferred Compensation that
would
otherwise be made to the Executive on account of the Executive’s
termination of employment when the Executive is a Specified Employee
(within the meaning of Section 409A(a)(2)(B)(i) of the Code). Any
Deferred
Compensation that would otherwise be payable during the first six
months
immediately following the Executive’s termination of employment shall
instead be retained and paid out to the Executive as a lump sum on
the
date which is six months after the Executive’s Termination Date, or as
soon as administratively practicable
thereafter.
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3.
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Notwithstanding
any provision of the Employment Continuity Agreement to the contrary,
the
time or schedule of payments to the Executive of Deferred Compensation
as
provided in any relevant deferral election or otherwise under a
nonqualified deferred compensation plan (within the meaning of Section
409A of the Code) shall not be accelerated by operation of the Employment
Continuity Agreement, except as may be specifically provided under
Proposed Treasury Regulations Section 1.409A-3(h)(2) or any successor
provision.
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4.
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Notwithstanding
any provision of the Employment Continuity Agreement to the contrary,
the
time or schedule of payments of Deferred Compensation to the Executive
provided in the Employment Continuity Agreement shall not be accelerated,
except as may be specifically provided under Proposed Treasury Regulations
Section 1.409A-3(h)(2) or any successor provision.
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5.
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The
provision of the Employment Continuity Agreement that all stock options
(including options vested as of the Termination Date) shall remain
exercisable until the applicable option expiration date is deleted.
The
terms of any stock option will govern as to the expiration date,
whether
issued before or after this Amendment.
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6.
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Notwithstanding
any provision of the Employment Continuity Agreement to the contrary,
to
the extent that the Executive is a participant in any nonqualified
deferred compensation plan (within the meaning of Section 409A of
the
Code), the terms of the nonqualified deferred compensation plan shall
control rather than the provisions of the Employment Continuity Agreement
to the extent that applying the provisions of the Employment Continuity
Agreement would result in the imposition of tax on the Executive
under
Section 409A of the Code.
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| 1. |
Performance
Grant.
Pursuant to the Plan, the Participant is granted a Performance Award
at a
Target Amount of _______
on
April 1, 2006, subject further to the terms and conditions set forth
herein. The actual payout may be from 0% to 200% of the Target Amount.
Payment will be made by March 15, 2008.
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| 2. |
TSR
Performance Conditions
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Relative
TSR Performance
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Percentage
Payout
of
TSR Percentage
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Top
Quartile - 75 % to 100%
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150%
- 200%
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2
nd
Quartile - 50% to 74.9%
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100%
- 149.9%
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3
rd
Quartile - 25% to 49.9%
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50%
- 99.9%
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4
th
Quartile
-
below 25%
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0%
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| 3. |
ROIC
Performance Conditions
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ROIC
Performance
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Percentage
Payout
of
ROIC Percentage
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___%
or greater
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200%
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___%
- ___%
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150%
- 199.9%
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___%
-
___%
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100%
- 149.9%
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___%
-
___%
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50%
- 99.9%
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Below
___%
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0%
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| 4. |
Terms
and Conditions.
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| a. |
Employment.
Except as provided in paragraphs 5 or 6, the Participant's rights
in the
Performance Award shall be forfeited if his employment with the Company
or
a Dominion Company terminates before December 31, 2007.
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| b. |
Nontransferability.
No
rights in the Performance Award are transferable.
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| 5. |
Retirement,
Death, Disability and Termination without Cause.
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| a. |
Retirement.
If
the Participant Retires and would have been eligible for a payment
under
paragraphs 2 or 3 if the Participant had remained employed until
December
31, 2007, the Participant shall receive the amount determined under
paragraphs 2 and/or 3 as if the Participant had remained employed
times
the fraction of (A) the number of completed months from April 1,
2006 to
the Participant’s Retirement divided by (B) 21 months. Payment shall be
made at the time provided in paragraph 1.
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| b. |
Death,
Disability or Termination Without Cause.
If
the Participant dies, becomes Disabled or is terminated without Cause
as
defined in the Participant’s Employment Continuity Agreement, the
Participant shall receive a lump sum cash payment equal to the total
compensation cost recognized by the Company for this Performance
Award
from the Date of Grant through the latest financial statement filed
with
the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q
immediately prior to the event. Payment shall be made within 30 days
of
the termination, provided that payment shall be made six months after
the
termination if the payment is subject to Section 409A of the Code
and the
Executive is a Specified Employee (within the meaning of Section
409A(a)(2)(B)(i) of the Code).
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| 6. |
Change
of Control.
Upon a Change of Control, the Participant shall receive a lump sum
cash
payment, within 15 days of the Change of Control, equal to the greater
of
(A) the Target Amount or (B) the total payout that would be made
at the
end of the Performance Period if the predicted performance used for
determining the compensation cost recognized by the Company for this
Performance Award for the latest financial statement filed with the
Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q
immediately prior to the Change of Control was the actual performance
for
the Performance Period.
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| 7. |
Retirement.
For purposes of this Agreement, the term Retire or Retirement means
termination when the Participant is eligible for early, normal or
delayed
retirement as defined in the Dominion Pension Plan, or would be eligible
if any crediting of deemed additional years of age or service applicable
to the Participant under the Company’s Benefit Restoration Plan or New
Benefit Restoration Plan were applied under the Pension Plan, as
in effect
at the time of the determination.
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| 8. |
No
Right to Continued Employment.
This Performance Award does not confer upon the Participant any right
with
respect to continuance of employment by the Company or a Dominion
Company,
nor shall it interfere in any way with the right of the Company or
a
Dominion Company to terminate the Participant's employment at any
time.
The Committee reserves the right to reduce the amount paid to a
Participant below the calculated amount earned under this Performance
Award or pay no amount at all to the Participant.
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| 9. |
Tax
Withholding.
The Company will withhold from any payment the aggregate amount of
federal, state and local income and payroll taxes that the Company
is
required to withhold on the
payment.
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| 10. |
Application
of the Plan.
The portions of the Performance Award relating to TSR Performance
are
subject to the terms and conditions of the Plan. It is intended that
payments for TSR Performance under this Performance Award to a Participant
who is a “covered employee” constitute “qualified performance-based
compensation” within the meaning of section 1.162-27(e) of the Income Tax
Regulations. The Committee will certify the TSR Performance. To the
maximum extent possible, this Performance Award and the Plan shall
be
interpreted and construed consistent with this paragraph 10.
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| 11. |
Governing
Law.
This Agreement shall be governed by the laws of the Commonwealth
of
Virginia.
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| 12. |
Conflicts.
In
the event of any conflict between the provisions of the Plan as in
effect
on the date of the award and the provisions of this Agreement, the
provisions of the Plan shall govern. All references herein to the
Plan
shall mean the Plan as in effect on the date of the Performance Grant,
as
it may be amended from time to
time.
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| 13. |
Participant
Bound by Plan.
The Participant hereby acknowledges receipt of a copy of the Plan
and
agrees to be bound by all the terms and provisions
thereof.
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| 14. |
Binding
Effect.
Subject to the limitations stated above and in the Plan, this Agreement
shall be binding upon and inure to the benefit of the legatees,
distributees, and personal representatives of the Participant and
the
successors of the Company.
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Dominion
Resources, Inc.
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By
:
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Thomas
F. Farrell, II
President
and Chief Executive Officer
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