Administration of Award; Acceptance. As a condition of receiving this Award, the Participant agrees that the Committee shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the Plan or this Agreement as they may deem necessary or advisable for administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Participant, the Company and all other interested persons. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company. Day-to-day authority and responsibility has been delegated to the Company’s Benefit Plan Administration Committee and its authorized representatives, and all actions taken thereby shall be entitled to the same deference as if taken by the Committee itself. Subject to the terms of the Agreement, Participant shall vest in a percentage of the Target Award (including any Dividend Equivalents) at the end of the Performance Period based on the Company’s ranking for Total Stockholder Return against the ONE Gas Peer Group listed in Exhibit C, all as determined by the Committee in its sole discretion. 90th percentile and above 75th percentile 50th percentile 25th percentile Below 25th percentile 200% 150% 100% 50% 0% If ONE Gas’s TSR ranking at the end of the Performance Period is between the stated percentile levels in the above table, the percentage of the Performance Units earned will be interpolated between the earning levels. No Performance Units are earned if ONE Gas’s TSR ranking at the end of the Performance Period is below the 25th percentile. Total Stockholder Return (TSR) vs. ONE Gas Peer Group Hypothetical 2015-2018 ONE Gas TSR Ranking = 40th percentile A 40th percentile TSR ranking earns 80% of Performance Units granted (i.e., 500 units) as interpolated between 50% and 100% from Table A (see chart below) 400 Performance Units earned* *In addition, applicable Dividend Equivalents will be added with an 80% “earn-out”. AGL Resources Inc. AGL Atmos Energy Corp ATO Avista Corp AVA Laclede Group Inc LG New Jersey Resources Corp NJR Northwest Natural Gas NWN ONE Gas, Inc. OGS Piedmont Natural Gas Co PNY Questar Corp STR South Jersey Industries Inc SJI Southwest Gas Corp SWX Vectren Corp VVC WGL Holdings Inc WGL INSTRUCTIONS: This Deferral Election must be completed and returned to [CONTACT] at ONE Gas, Inc. no later than August __, 2017 (the “Election Deadline”). This election becomes irrevocable as of the Election Deadline; provided, however, this election shall only become effective to the extent permitted by Section 409A. This Election is made by the undersigned Participant pursuant to the terms of the ONE GAS, Inc. Equity Compensation Plan (the “Plan”) and that certain Performance Unit Award Agreement issued to me under the Plan on the __ day of February, 2015 (the “Agreement”). Capitalized terms that are used but not defined herein have the meanings set forth in the Agreement.
Appears in 2 contracts
Samples: Performance Unit Award Agreement (ONE Gas, Inc.), Performance Unit Award Agreement (ONE Gas, Inc.)
Administration of Award; Acceptance. As a condition of receiving this Award, the Participant agrees that the Committee shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the Plan or this Agreement as they may deem necessary or advisable for administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Participant, the Company and all other interested persons. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company. Day-to-day authority and responsibility has been delegated to the Company’s Benefit Plan Administration ONE Gas, Inc. Benefits Committee and its authorized representatives, and all actions taken thereby shall be entitled to the same deference as if taken by the Committee itself. Subject to the terms of the Agreement, Participant shall vest in a percentage of the Target Award (including any Dividend Equivalents) at the end of the Performance Period based on the Company’s ranking for Total Stockholder Return against the ONE Gas Peer Group listed in Exhibit C, all as determined by the Committee in its sole discretion. 90th percentile and above 75th percentile 50th percentile 25th percentile Below 25th percentile 200% 150% 100% 50% 0% If ONE Gas’s Exhibit B is an illustration of Hypothetical Performance. The number of PSUs awarded at the time of vesting is based on our TSR ranking positioning as a percentage basis at the end of the Performance Period is three-year performance period as set forth in the following chart. If the actual TSR percentile rank falls between the stated percentile levels ranks set forth in the above tablechart, the payout percentage of the Performance Units earned will be is interpolated between the earning levels. No percentile rank above and below the actual percentile rank, except that no Performance Units are earned if ONE Gas’s TSR ranking at the end of the Performance Period is below the 25th percentile. 90th percentile and above 200% 75th percentile 150% 50th percentile 100% 25th percentile 50% Below the 25th percentile 0% Total Stockholder Return (TSR) vs. ONE Gas Peer Group Hypothetical 20152018-2018 2021 ONE Gas TSR Ranking = 40th percentile A 40th percentile TSR ranking earns 80% of Performance Units granted (i.e., 500 units) as interpolated between 50% and 100% from Table A (see chart below) 400 Performance Units earned* *In addition, applicable Dividend Equivalents will be added with an 80% “earn-out”. AGL Resources Inc. AGL Alliant Energy Corporation LNT Atmos Energy Corp Corporation ATO Avista Corp Corporation AVA CMS Energy Corporation CMS Spire, Inc. (formerly Laclede Group Inc LG Group, Inc.) SR New Jersey Resources Corp Corporation NJR NiSource NI Northwest Natural Gas Company NWN ONE GasNorthWestern Corporation NWE South Jersey Industries, Inc. OGS Piedmont Natural Gas Co PNY Questar Corp STR South Jersey Industries Inc SJI Southwest Gas Corp Corporation SWX Vectren Corp Corp. VVC WGL Holdings Inc Holdings, Inc. WGL INSTRUCTIONS: This Deferral Election must be completed and returned to [CONTACT] the plan administrator at ONE Gas, Inc. no later than August __14, 2017 2019 (the “Election Deadline”). This election becomes irrevocable as of the Election Deadline; provided, however, this election shall only become effective to the extent permitted by Section 409A. This Election is made by the undersigned Participant pursuant to the terms of the ONE GAS, Inc. Equity Compensation Plan (the “Plan”) and that certain Performance Unit Award Agreement issued to me under the Plan on the __ 19th day of February, 2015 2018 (the “Agreement”). Capitalized terms that are used but not defined herein have the meanings set forth in the Agreement.
Appears in 1 contract
Administration of Award; Acceptance. As a condition of receiving this Award, the Participant agrees that the Committee shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the Plan or this Agreement as they may deem necessary or advisable for administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Participant, the Company and all other interested persons. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company. Day-to-day authority and responsibility has been delegated to the Company’s Benefit Plan Administration ONE Gas, Inc. Benefits Committee and its authorized representatives, and all actions taken thereby shall be entitled to the same deference as if taken by the Committee itself. The Participant hereby acknowledges receipt of this Agreement, the Notice of Performance Unit Award and Agreement dated February 18, 2019, and a copy of the Plan. Participant agrees to be bound by all of the provisions set forth in this Agreement and the Plan and acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Performance Units or disposition of the underlying Shares and that Participant has been advised to consult a tax advisor prior to such vesting, settlement or disposition. Participant accepts the Award under the terms and conditions stated in this Agreement, subject to all terms and provisions of the Plan, by electronic acceptance of the grant. Exhibit 10.13 Exhibit A Performance Unit Performance Goal 2019-2022 Performance Period Subject to the terms of the Agreement, Participant shall vest in a percentage of the Target Award (including any Dividend Equivalents) at the end of the Performance Period based on the Company’s ranking for Total Stockholder Return against the ONE Gas Peer Group listed in Exhibit C, all as determined by the Committee in its sole discretion. 90th percentile and above 75th percentile 50th percentile 25th percentile Below 25th percentile 200% 150% 100% 50% 0% If ONE Gas’s Exhibit B is an illustration of Hypothetical Performance. The number of PSUs awarded at the time of vesting is based on our TSR ranking positioning as a percentage basis at the end of the Performance Period is three-year performance period as set forth in the following chart. If the actual TSR percentile rank falls between the stated percentile levels ranks set forth in the above tablechart, the payout percentage of the Performance Units earned will be is interpolated between the earning levels. No percentile rank above and below the actual percentile rank, except that no Performance Units are earned if ONE Gas’s TSR ranking at the end of the Performance Period is below the 25th percentile. Percentile Rank Payout (as a % of Target) 90th percentile and above 200% 75th percentile 150% 50th percentile 100% 25th percentile 50% Below the 25th percentile 0% Exhibit 10.13 Exhibit B Illustration of Hypothetical 2019-2022 Performance Period Performance Unit Award Calculation Illustration assumes 500 Performance Units Granted in February 2019 Total Stockholder Return (TSR) vs. ONE Gas Peer Group Hypothetical 20152019-2018 2022 ONE Gas TSR Ranking = 40th percentile A 40th percentile TSR ranking earns 80% of Performance Units granted (i.e., 500 units) as interpolated between 50% and 100% from Table Exhibit A (see chart belowabove) 400 Performance Units earned* Total Performance Units Earned 400 Performance Units 400* Performance Units earned out of 500 units granted = 80% “earn-out” [80% of 500 shares paid and distributed in the form of Shares] Exhibit 10.13 *In addition, applicable Dividend Equivalents will be added with an 80% “earn-out”. AGL Resources Inc. AGL Exhibit C 2019-2022 ONE GAS TSR Peer Group Company Name Sym Alliant Energy Corporation LNT Atmos Energy Corp Corporation ATO Avista Corp Corporation AVA Laclede Group Inc LG CenterPoint Energy CNP Chesapeake Utilities CPK CMS Energy Corporation CMS New Jersey Resources Corp Corporation NJR NiSource NI Northwest Natural Gas Company NWN NorthWestern Corporation NWE South Jersey Industries, Inc. SJI Southwest Gas Corporation SWX Spire, Inc. SR In the event that any of the Peer Group companies are not available for performance comparison either by going out of business, being sold, being merged into another company or any other reason, then that company will be dropped from the list and the performance comparison will be made with the remaining Peer Group companies. Exhibit 10.13 Exhibit D ONE Gas, Inc. OGS Piedmont Natural Gas Co PNY Questar Corp STR South Jersey Industries Inc SJI Southwest Gas Corp SWX Vectren Corp VVC WGL Holdings Inc WGL Amended and Restated Equity Compensation Plan (2018) Performance Unit Deferral Election INSTRUCTIONS: This Deferral Election must be completed and returned to [CONTACT] the plan administrator at ONE Gas, Inc. no later than August __19, 2017 2021 (the “Election Deadline”). This election becomes irrevocable as of the Election Deadline; provided, however, this election shall only become effective to the extent permitted by Section 409A. This Election is made by the undersigned Participant pursuant to the terms of the ONE GASGas, Inc. Amended and Restated Equity Compensation Plan (2018), as amended from time to time (the “Plan”) and that certain Performance Unit Award Agreement issued to me under the Plan on the __ 18th day of February, 2015 2019 (the “Agreement”). Capitalized terms that are used but not defined herein have the meanings set forth in the Agreement.
Appears in 1 contract
Administration of Award; Acceptance. As a condition of receiving this Award, the Participant agrees that the Committee shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the Plan or this Agreement as they may deem necessary or advisable for administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Participant, the Company and all other interested persons. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company. Day-to-day authority and responsibility has been delegated to the Company’s Benefit Plan Administration ONE Gas, Inc. Benefits Committee and its authorized representatives, and all actions taken thereby shall be entitled to the same deference as if taken by the Committee itself. Subject to the terms of the Agreement, Participant shall vest in a percentage of the Target Award (including any Dividend Equivalents) at the end of the Performance Period based on the Company’s ranking for Total Stockholder Return against the ONE Gas Peer Group listed in Exhibit C, all as determined by the Committee in its sole discretion. 90th percentile and above 75th percentile 50th percentile 25th percentile Below 25th percentile 200% 150% 100% 50% 0% If ONE Gas’s TSR ranking at the end of the Performance Period is between the stated percentile levels in the above table, the percentage of the Performance Units earned will be interpolated between the earning levels. No Performance Units are earned if ONE Gas’s TSR ranking at the end of the Performance Period is below the 25th percentile. Total Stockholder Return (TSR) vs. ONE Gas Peer Group Hypothetical 20152016-2018 2019 ONE Gas TSR Ranking = 40th percentile A 40th percentile TSR ranking earns 80% of Performance Units granted (i.e., 500 units) as interpolated between 50% and 100% from Table A (see chart below) 400 Performance Units earned* *In addition, applicable Dividend Equivalents will be added with an 80% “earn-out”. AGL Resources Inc. AGL Atmos Energy Corp ATO Avista Corp AVA Laclede Group Inc LG New Jersey Resources Corp NJR Northwest Natural Gas NWN ONE Gas, Inc. OGS Piedmont Natural Gas Co PNY Questar Corp STR South Jersey Industries Inc SJI Southwest Gas Corp SWX Vectren Corp VVC WGL Holdings Inc WGL INSTRUCTIONS: This Deferral Election must be completed and returned to [CONTACT] at ONE Gas, Inc. no later than August __17, 2017 2018 (the “Election Deadline”). This election becomes irrevocable as of the Election Deadline; provided, however, this election shall only become effective to the extent permitted by Section 409A. This Election is made by the undersigned Participant pursuant to the terms of the ONE GAS, Inc. Equity Compensation Plan (the “Plan”) and that certain Performance Unit Award Agreement issued to me under the Plan on the __ 16th day of February, 2015 2016 (the “Agreement”). Capitalized terms that are used but not defined herein have the meanings set forth in the Agreement.
Appears in 1 contract
Administration of Award; Acceptance. As a condition of receiving this Award, the Participant agrees that the Committee shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the Plan or this Agreement as they may deem necessary or advisable for administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Participant, the Company and all other interested persons. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company. Day-to-day authority and responsibility has been delegated to the Company’s Benefit Plan Administration ONE Gas, Inc. Benefits Committee and its authorized representatives, and all actions taken thereby shall be entitled to the same deference as if taken by the Committee itself. Subject to the terms of the Agreement, Participant shall vest in a percentage of the Target Award (including any Dividend Equivalents) at the end of the Performance Period based on the Company’s ranking for Total Stockholder Return against the ONE Gas Peer Group listed in Exhibit C, all as determined by the Committee in its sole discretion. 90th percentile and above 75th percentile 50th percentile 25th percentile Below 25th percentile 200% 150% 100% 50% 0% If ONE Gas’s Exhibit B is an illustration of Hypothetical Performance. The number of PSUs awarded at the time of vesting is based on our TSR ranking positioning as a percentage basis at the end of the Performance Period is three-year performance period as set forth in the following chart. If the actual TSR percentile rank falls between the stated percentile levels ranks set forth in the above tablechart, the payout percentage of the Performance Units earned will be is interpolated between the earning levels. No percentile rank above and below the actual percentile rank, except that no Performance Units are earned if ONE Gas’s TSR ranking at the end of the Performance Period is below the 25th percentile. 90th percentile and above 200% 75th percentile 150% 50th percentile 100% 25th percentile 50% Below the 25th percentile 0% Total Stockholder Return (TSR) vs. ONE Gas Peer Group Hypothetical 20152017-2018 2020 ONE Gas TSR Ranking = 40th percentile A 40th percentile TSR ranking earns 80% of Performance Units granted (i.e., 500 units) as interpolated between 50% and 100% from Table A (see chart below) 400 Performance Units earned* *In addition, applicable Dividend Equivalents will be added with an 80% “earn-out”. AGL Resources Inc. AGL Alliant Energy Corporation LNT Atmos Energy Corp Corporation ATO Avista Corp Corporation AVA CMS Energy Corporation CMS Spire, Inc. (formerly Laclede Group Inc LG Group, Inc.) SR New Jersey Resources Corp Corporation NJR NiSource NI Northwest Natural Gas Company NWN ONE GasNorthWestern Corporation NWE South Jersey Industries, Inc. OGS Piedmont Natural Gas Co PNY Questar Corp STR South Jersey Industries Inc SJI Southwest Gas Corp Corporation SWX Vectren Corp Corp. VVC WGL Holdings Inc Holdings, Inc. WGL INSTRUCTIONS: This Deferral Election must be completed and returned to [CONTACT] at ONE Gas, Inc. no later than August __14, 2017 2019 (the “Election Deadline”). This election becomes irrevocable as of the Election Deadline; provided, however, this election shall only become effective to the extent permitted by Section 409A. This Election is made by the undersigned Participant pursuant to the terms of the ONE GAS, Inc. Equity Compensation Plan (the “Plan”) and that certain Performance Unit Award Agreement issued to me under the Plan on the __ 20th day of February, 2015 2017 (the “Agreement”). Capitalized terms that are used but not defined herein have the meanings set forth in the Agreement.
Appears in 1 contract
