DOMINION RESOURCES, INC. RESTRICTED STOCK AWARD AGREEMENT
Exhibit
10.2
DOMINION
RESOURCES, INC.
THIS AGREEMENT, dated February 2, 2009,
between Dominion Resources, Inc., a Virginia Corporation (the "Company") and
[Insert Name] ("Participant"), is made pursuant and subject to the
provisions of the Dominion Resources, Inc. 2005 Incentive Compensation Plan and
any amendments thereto (the "Plan"). All terms used in this Agreement
that are defined in the Plan have the same meaning given to such terms in the
Plan.
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1.
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Award of
Stock. Pursuant to the Plan, [Insert Number] shares of
Company Stock (the “Restricted Stock”) were awarded to the Participant on
February 2, 2009 (“Date of Grant”), subject to the terms and conditions of
the Plan, and subject further to the terms and conditions set forth in
this Agreement.
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2.
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Vesting. Except
as provided in Paragraphs 3, 4, 5 or 6, one hundred percent (100%) of the
shares of Restricted Stock awarded under this Agreement will vest on
February 1, 2012 (the “Vesting
Date”).
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3.
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Forfeiture. Except
as provided in Paragraphs 4 or 5, the Participant will forfeit any and all
rights in the Restricted Stock if the Participant’s employment with the
Company or a Dominion Company terminates for any reason prior to the
Vesting Date.
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4.
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Death, Disability,
Retirement or Involuntary Termination without Cause. If
the Participant dies, becomes Disabled, or Retires (as such term is
defined in Paragraph 7(e)) before the Vesting Date or if the Participant’s
employment is involuntarily terminated by the Company or a Dominion
Company without Cause (as defined in the Employment Continuity Agreement
between the Participant and the Company) before the Vesting Date, the
Participant will become vested in the number of shares of Restricted Stock
awarded under this Agreement multiplied by a fraction, the numerator of
which is the number of months from the Date of Grant to the first day of
the month coinciding with or immediately following the date of the
Participant’s termination of employment, and the denominator of which is
the number of months from the Date of Grant to the Vesting
Date. If the Participant Retires, however, the Participant’s
Restricted Stock will not vest if the Company’s Chief Executive Officer
determines that the Participant’s Retirement is detrimental to the
Company. The vesting will occur on the first day of the
calendar month coinciding with or immediately following the date of the
Participant’s termination of employment due to death, Disability,
Retirement, or termination by the Company without Cause. Any
shares of Restricted Stock that do not vest in accordance with this
Paragraph 4 will be forfeited.
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5.
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Change of
Control. Upon a Change of Control prior to the Vesting
Date, the Participant’s rights in the Restricted Stock will 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 awarded under Paragraph 1 multiplied
by a fraction, the numerator of which is the number of months from the
Date of Grant to the Change of Control date, and the denominator of which
is the 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 will become
vested after a Change of Control at the earliest of the following events
and in accordance with the terms described in subparagraphs (i) through
(iii) below:
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(i)
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Vesting
Date. All remaining shares of Restricted Stock will
become vested on the Vesting Date.
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(ii)
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Death, Disability or
Retirement. If the Participant dies, becomes Disabled or
Retires (as defined in Paragraph 7(e)), the Participant will become vested
in the remaining shares of Restricted Stock multiplied by a fraction, the
numerator of which is the number of months from the Change of
Control date to the first day of the calendar month coinciding with or
immediately following the Participant’s termination of employment, and the
denominator of which is the number of months from the Change of Control
date to the Vesting Date. If the Participant Retires, however, the
Participant’s Restricted Stock will not vest if the Company’s Chief
Executive Officer, in his sole discretion, determines that the
Participant’s Retirement is detrimental to the Company. The
vesting will occur on the first day of the calendar month coinciding with
or immediately following the Participant’s termination of employment due
to death, Disability, or Retirement. Any shares of the Restricted Stock
that do not vest in accordance with the terms of this subparagraph (ii)
will be forfeited.
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(iii)
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Involuntary
Termination without Cause. All remaining shares of
Restricted Stock will become vested upon the Participant’s involuntary
termination by the Company without Cause, including Constructive
Termination, as such terms are defined by the Employment Continuity
Agreement between the Participant and the
Company.
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6.
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Termination for
Cause. Notwithstanding any provision of this Agreement
to the contrary, if the Participant’s employment with the Company is
terminated for Cause (as defined by the Employment Continuity Agreement
between the Participant and the Company), the Participant will forfeit all
Restricted Stock shares awarded pursuant to this
Agreement.
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7.
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Terms and
Conditions.
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a.
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Nontransferability.
Except as provided in Paragraphs 4 or 5, the Restricted Stock shares are
not transferable and are subject to a substantial risk of forfeiture until
the Vesting Date.
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b.
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Stock
Power. As a condition of accepting this award, the
Participant hereby assigns and transfers the shares of Restricted Stock
granted pursuant to this Agreement to Dominion Resources, Inc., and hereby
appoints Dominion Resources Services, Inc. as attorney to transfer said
shares on its books.
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c.
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Custody of
Shares. The Company will retain custody of the shares of
Restricted Stock.
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d.
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Shareholder
Rights. The Participant will have the right to receive
dividends and will have the right to vote the shares of Restricted Stock
awarded under Paragraph 1, both vested and
unvested.
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e.
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Retirement. For
purposes of this Agreement, the term Retire or Retirement means a
voluntary termination when the Participant is eligible for early or normal
retirement benefits under the terms of 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 was applied under the Pension Plan, as in
effect at the time of the determination, unless the Company’s Chief
Executive Officer determines, in his sole discretion, that the
Participant’s retirement is detrimental to the
Company.
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f.
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Delivery of
Shares.
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(i)
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Share
Delivery. As soon as administratively feasible after the
Vesting Date or after Restricted Shares have become vested due to the
occurrence of an event described in Paragraph 4 or 5, the Company will
deliver to the Participant (or in the event of the Participant’s death,
the Participant’s Beneficiary) the appropriate number of shares of Company
Stock. The Company will also cancel the stock power covering
such shares. If the Participant has not designated a
beneficiary, the Participant’s spouse, if any, and if none the
Participant’s estate shall be the
beneficiary.
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(ii)
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Withholding of
Taxes. No Company Stock will be delivered until the
Participant (or the Participant’s beneficiary) 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 arrangements for the
payment of such taxes. Unless the Participant makes an
alternative election, the Company will retain the number of shares of
Restricted Stock (valued at their Fair Market Value) required to satisfy
the Applicable Withholding Taxes. As an alternative to the
Company retaining shares, the Participant or the Participant’s beneficiary
may elect to (i) deliver Mature Shares (valued at their Fair Market Value)
or (ii) make a cash payment to satisfy Applicable Withholding
Taxes. Fair Market Value will be determined based on the
closing price of Company Stock on the business day immediately preceding
the date the Restricted Stock shares become
vested.
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g.
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Fractional
Shares. Fractional shares of Company Stock will not be
issued.
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h.
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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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i.
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Change in Capital
Structure. The number and fair market value of shares of
Restricted Stock awarded by this Agreement shall be automatically adjusted
as provided in Section 15 of the Plan if the Company has a change in
capital structure.
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j.
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Governing
Law. This Agreement shall be governed by the laws of the
Commonwealth of Virginia, other than its choice of law
provisions.
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k.
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Conflicts. In
the event of any conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of the Plan shall
govern. All references in this Agreement to the Plan shall mean
the plan as in effect on the Date of
Grant.
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l.
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Participant Bound by
Plan. By accepting this Agreement, Participant hereby
acknowledges receipt of a copy of the Prospectus and Plan document
accessible on the Company Intranet and agrees to be bound by all the terms
and provisions thereof.
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m.
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Binding
Effect. This Agreement shall be binding upon and inure
to the benefit of the legatees, distributees, and personal representatives
of the Participant and any successors of the
Company.
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