ONE GAS, INC. PERFORMANCE UNIT AWARD AGREEMENT This Performance Unit Award Agreement (this “Agreement”) is made and entered into as of February 20, 2023 (the “Grant Date”) by and between ONE Gas, Inc., an Oklahoma corporation (the “Company”) and the...
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ONE GAS, INC. PERFORMANCE UNIT AWARD AGREEMENT This Performance Unit Award Agreement (this “Agreement”) is made and entered into as of February 20, 2023 (the “Grant Date”) by and between ONE Gas, Inc., an Oklahoma corporation (the “Company”) and the “Participant” named below. Participant: %%FIRST_NAME_MIDDLE_NAME_LAST_NAME%-% WHEREAS, the Company has adopted the ONE Gas, Inc. Amended and Restated Equity Compensation Plan (2018), as amended from time to time (the “Plan”), pursuant to which Performance Unit Awards may be granted; and WHEREAS, the Executive Compensation Committee of the Board of Directors (the “Committee”) has determined that it is in the best interests of the Company and its shareholders to grant the Performance Unit Award provided for herein. NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows: 1. Grant of Performance Units. 1.1 The Company hereby grants to the Participant an award consisting of the number of Performance Units specified below (“Performance Units” or the “Award”) on the terms and conditions set forth in this Agreement and the Plan. Number of Performance Units: %%TOTAL_SHARES_GRANTED,'999,999,999'%-% The Performance Units are contingently awarded and will be earned if and only to the extent that the performance goal described on Exhibit A (the “Performance Goal”) is met and will be vested and distributable only if other conditions in this Agreement are met. Each Performance Unit represents the right to receive one share of the Company’s common stock (“Share”) or, at the Company’s option, an amount of cash as set forth in Section 6.2, in either case, at the times and subject to the conditions set forth herein. The number of Performance Units set forth above is equal to a target number of Shares that the Participant will earn for 100% achievement of the Performance Goal (the “Target Award”). Capitalized terms that are used but not defined herein have the meanings set forth in the Plan. 1.2 The Performance Units shall be credited to a separate account maintained for the Participant on the books and records of the Company (the “Account”). All amounts credited to the Account shall continue for all purposes to be part of the general assets of the Company. 1.3 For purposes of this Agreement, the term "Performance Period" shall be the period commencing on January 1, 2023 and ending on December 31, 2025.
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10 accumulated amounts shall be distributed or paid in a lump sum payment on the Delayed Payment Date. 23.3 The Company does not represent that the Award or this Agreement complies with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non- compliance with Section 409A. 23.4 To the extent that any provision of the Agreement would cause a conflict with the requirements of Section 409A, or would cause the administration of the Agreement to fail to satisfy Section 409A, such provision shall be deemed null and void to the extent permitted by Applicable Law. 24. Entire Agreement. The Plan and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. 25. Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law. 26. Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Oklahoma without regard to the conflict of laws provisions thereof. 27. Counterparts. This Agreement may be executed in one or more counterparts, including by way of electronic signature, subject to Applicable Law, each of which shall be deemed an original and all of which together will constitute one instrument. 28. 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 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.
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11 The Participant hereby acknowledges receipt of this Agreement 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.
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Exhibit A Performance Unit Performance Goal 2023-2025 Performance Period Subject to the terms of the Agreement, Participant shall vest in a percentage of the Target Award (including any Dividend Equivalents) on the Vesting Date, based on the Company’s ranking for Total Stockholder Return (“TSR”) for the Performance Period against the ONE Gas Peer Group listed in Exhibit C, all as determined by the Committee in its sole discretion. TSR for the Performance Period is the measure of the stock price appreciation plus any dividends paid during the Performance Period, expressed as a percentage. The TSR beginning stock price for the Performance Period is the average of the closing stock price for the 20 trading days immediately preceding the beginning of the Performance Period. The TSR ending stock price for the Performance Period is the average of the closing stock price for the 20 trading days leading up to and including the last day of the Performance Period. Exhibit B provides an illustration of a Hypothetical Performance Period calculation. The number of Performance Units earned at the time of vesting is based on the Company’s TSR percentile rank for the Performance Period as set forth in the following chart. If the actual TSR percentile rank falls between the stated percentile ranks set forth in the chart, the payout percentage is interpolated between the 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%
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Exhibit B Illustration of Hypothetical 2023-2025 Performance Period Performance Unit Award Calculation Illustration assumes 500 Performance Units Granted in February 2023 Total Stockholder Return (“TSR”) vs. ONE Gas Peer Group Hypothetical 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 Exhibit A (see chart above) 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] *In addition, applicable Dividend Equivalents will be added with an 80% “earn-out”.
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Exhibit C 2023-2025 ONE GAS TSR Peer Group Company Name Sym Alliant Energy Corporation LNT Atmos Energy Corporation ATO Avista Corporation AVA Black Hills Corporation BKH CenterPoint Energy, Inc. CNP Chesapeake Utilities Corporation CPK CMS Energy Corporation CMS New Jersey Resources Corporation NJR NiSource Inc. NI Northwest Natural Holding Company NWN NorthWestern Corporation NWE Southwest Gas Holdings, Inc. 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.
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Exhibit D ONE Gas, Inc. Amended and Restated Equity Compensation Plan (2018) Performance Unit Deferral Election INSTRUCTIONS: This Deferral Election must be completed and returned to the plan administrator at ONE Gas, Inc. no later than June 30, 2025 (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. 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 20th day of February, 2023 (the “Agreement”). Capitalized terms that are used but not defined herein have the meanings set forth in the Agreement. 1. Irrevocable Elections as to the Time and Form of Payment I hereby irrevocably elect to defer the payment and my receipt of all Performance Units, Shares and cash that I may become entitled to receive pursuant to the Agreement (the “Deferred Amounts”) from the regularly scheduled time of payment set forth in Section 6 of the Agreement until a later date as follows: A. Specified Time of Payment Election (Put initials by your choice) ___ I elect to have the Deferred Amounts deferred and paid to me on the later of (i) the date of my separation from service as an employee of the Company, or (ii) [________, 20__] in the form specified below. ___ I elect to have the Deferred Amounts deferred and paid to me on the date of my separation from service as an employee of the Company in the form specified below. B. Form of Payment Election (Put initials by your choice) ___ I elect to receive the Deferred Amounts in a single lump sum payment. ____ I elect to receive the Deferred Amounts in ______ (specify 2, 3, 4 or 5) equal annual installments commencing on the Specified Time of Payment that I have elected in Part A above, until fully paid. The number of Shares or cash received in each installment will equal the number and amount, respectively, that have not been paid as of the date immediately preceding the installment payment date, divided by the number of installments remaining to be paid as of the date immediately preceding the installment payment date. The resulting number shall