AGL RESOURCES INC.
Exhibit 10.1.d
PERFORMANCE
CASH AWARD NO. __________
2007
OMNIBUS PERFORMANCE INCENTIVE PLAN
This
Agreement between AGL Resources Inc. (the “Company”) and the Recipient sets
forth the terms of the Performance Cash Award granted under the above-named
Plan. Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to such terms in the Plan.
Name
of Recipient: _________________________
Date
of
Award: ____________________________ Performance
Multiple: [1]x
Target
Performance Cash Award: $ _________________
Performance
Measurement Period: [insert] through [insert]
Performance
Measurement: The performance measure (PM) for this Award will be the
Company’s [insert], one of the performance measures enumerated in Section 5.2 of
the Plan.
Performance
Calculation: At the end of the Performance Measurement Period, the
Performance Cash Award will vest based on the increase in the PM during the
Performance Measurement Period in accordance with the following
formula:
Base
Pay
x Performance Multiple x PM % = Actual Award
In
particular, the performance calculation shall be determined as
follows:
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·
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Base
pay shall be the Recipient’s base pay as of
[insert].
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·
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Performance
Multiple is set forth in this
Agreement.
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·
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PM
shall be calculated as of the end of the Performance Measurement
Period.
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·
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PM
shall be calculated to two decimal
places.
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Threshold,
Target and Maximum Payout: Threshold payout is calculated at 6% PM
growth. Target payout is calculated at 10% PM
growth. Maximum payout is calculated at 14% PM growth or
more. If PM growth is less than 6%, then no payout shall be made and
the Performance Cash Award shall be forfeited. If PM growth falls
between two points, straight line interpolation shall be applied.
Following
is an example of threshold, target and maximum payouts under this
Agreement:
Represents
Base x Multiple x
PM
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Name
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Perf
Period
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Base
Pay ($)
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Perf
Multiple
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Threshold
Payout @ 6% ($)
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Target
Payout @ 10%($)
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Maximum
Payout @ 14% ($)
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[insert]
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$
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[1]x
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$
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$
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$
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Vesting: The
Performance Cash Award shall vest on the date that the Compensation and
Management Development Committee (the “Committee”) certifies the level of
performance with respect to the increase in PM during the Performance
Measurement Period. This Performance Cash Award shall be payable in
cash to the Recipient within a reasonable period of time following the
Committee’s certification of performance with respect to the PM, pursuant to the
terms of the Plan.
Forfeiture
of award; Termination of employment: If the Performance Cash Award does
not vest for any reason, then the Performance Cash Award shall be forfeited
immediately.
In
addition, if you terminate employment for any reason prior to the date that
this
Performance Cash Award becomes vested, then this Performance Cash Award shall
be
forfeited as of the date of your termination of employment.
Change
in Control: Notwithstanding the above, in the event of a Change in
Control of the Company, this Performance Cash Award shall become partially
vested pursuant to Section 10.2 of the Plan if (a) it is not assumed or
substituted by the Surviving Entity, or (b) it is assumed or substituted by
the
Surviving Entity, but within two years following the Change in Control your
employment is terminated without Cause or you resign for Good
Reason. Such vesting will be prorated on a daily basis based upon the
length of time within the performance measurement period that has elapsed prior
to the date of the Change in Control or termination of employment (as
applicable) and will be based upon an assumed achievement of all relevant
performance goals at (i) the target level if the Change in Control or
termination of employment (as applicable) occurs during the first half of the
performance measurement period, and (ii) the actual level of achievement as
of
the date of the Change in Control or termination of employment (as applicable)
of all relevant performance goals if the Change in Control or termination of
employment (as applicable) occurs during the second half of the performance
measurement period.
This
Agreement is subject to the terms and conditions of the Plan. You
have received a copy of the Plan’s prospectus that includes a copy of the
Plan. By signing this Agreement, you agree to the terms of the Plan
and this Agreement, which may be amended only upon a written agreement signed
by
the Company and you.
This
___
day of _______, 20__
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RECIPIENT:
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____________________________
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Xxxxxxx
X. Xxxxx, Senior Vice President
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