Dominion Resources, Inc. Restricted Stock Award Agreement
Exhibit
10.3
Dominion
Resources, Inc.
THIS
AGREEMENT, dated April 3, 2007, 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"). If not defined herein, all terms used in
this
Agreement 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 3, 2007 (“Date of Grant”),
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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Vesting.
Except as provided in paragraphs 4, 5 or 6, the shares of Restricted
Stock
that have not been previously forfeited shall vest according to
the
following schedule:
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______
shares will vest on April 3, 2008 (“Vesting Date”).
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3.
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Forfeiture.
Except as provided in paragraphs 4, 5 or 6, the Participant's rights
in
the Restricted Stock shall be forfeited if the Participant’s employment
with the Company or a Dominion Company terminates prior to the
Vesting
Date shown above.
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4.
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Death,
Disability, Retirement or Termination without Cause.
If
before the Vesting Date (and before a Dominion Exploration and
Production,
Inc. (DEPI) Divestiture or Change of Control), 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 shall become vested equal to the number of shares of Restricted
Stock times the fraction of (A) the number of complete calendar
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 4 shall be deemed
forfeited.
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5.
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DEPI
Divestiture.
If before the Vesting Date, the Participant’s employment with the Company
or a Dominion Company terminates as a direct result of any DEPI
Divestiture, the Participant’s rights in the Restricted Stock shall become
vested as follows:
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a.
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If
the Participant is eligible to receive benefits under his special
retention package dated January 27, 2007, a portion of the Restricted
Stock will be vested at termination equal to the number of shares
of
Restricted Stock times the fraction of (A)
the greater of six months or the number of complete calendar months
from
the Date of Grant until the date of termination divided
by
(B) the total number of months from the Date of Grant to the Vesting
Date.
The remaining shares will be
forfeited.
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b.
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If
paragraph 5(a) does not apply, all shares of this entire Restricted
Stock
grant will vest at termination.
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6.
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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 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 complete calendar 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 subparagraphs
(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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Death,
Disability or Retirement.
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 complete calendar 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
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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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7.
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Terms
and Conditions.
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a.
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Nontransferability.
Except as provided in paragraphs 4, 5 or 6, no rights in the shares
of
Restricted Stock are transferable until the Vesting Date.
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b.
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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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c.
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Custody
of Shares.
The Company shall retain custody of the shares of Restricted
Stock.
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d.
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Shareholder
Rights.
With respect to any unforfeited Restricted Stock, the Participant
shall
have the right to receive dividends and shall have the right to
vote the
shares of Restricted Stock.
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e.
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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 and/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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f.
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Divestiture.
For purposes of this Agreement, the term Divestiture means the
disposition
by the Company to a Buyer of DEPI through an asset sale, stock
sale or
otherwise.
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g.
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Delivery
of Shares.
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(i)
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Share
Delivery.
As
soon as practicable after the Vesting Date or after the requirements
of
paragraphs 4, 5 or 6 are
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satisfied,
the Company will deliver to the Participant the appropriate number of shares
of
Company Stock. The Company will also cancel the stock power covering such
shares.
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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 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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h.
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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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i.
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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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j.
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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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k.
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Governing
Law.
This Agreement shall be governed by the laws of the Commonwealth
of
Virginia.
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l.
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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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m.
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Participant
Bound by Plan.
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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n.
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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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IN
WITNESS WHEREOF the Company has caused this Agreement to be signed by a duly
authorized officer.
Dominion
Resources, Inc.
By:
______________________________
Xxxxxx
X.
Xxxxxxx, XX
President
and Chief Executive Officer
