Dominion Resources, Inc. Restricted Stock Award Agreement
Exhibit
10.1
Dominion
Resources, Inc.
THIS
AGREEMENT, dated April
1,
2006,
between
DOMINION RESOURCES, INC., a Virginia Corporation (the "Company") and
____________ ("Participant"),
is made pursuant and subject to the provisions of the Dominion Resources, Inc.
2005 Incentive Compensation Plan (the "Plan"). All terms used herein that are
defined in the Plan have the same meaning given them in the Plan.
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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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_______
shares will vest on April 1, 2009
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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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IN
WITNESS WHEREOF the Company has caused this Agreement to be signed by a duly
authorized officer, and the Participant has duly signed hereto.
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Dominion
Resources, Inc.
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By:
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, ▇▇
President
and Chief Executive Officer
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Agreed
and Accepted:
________________________________
EXHIBIT
A
Amendment
to Employment Continuity Agreement
Effective
April 1, 2006, the Employment Continuity Agreement between the Executive (the
Participant as identified on the Restricted Stock Agreement to which this
Amendment is attached) and the Company is amended as follows. The
Executive consents to a restatement of the Employment Continuity Agreement
to
incorporate this Amendment.
Vesting
Change
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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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Section
409A Changes
The
following changes are made to comply with the requirements of Section 409A
of
the Code. These changes will apply to any amount that would be treated as the
payment of an amount representing a deferral of compensation under a
nonqualified deferred compensation plan (“Deferred Compensation”) within the
meaning of Section 409A of the Code.
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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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