AGL RESOURCES INC. LONG-TERM INCENTIVE PLAN (1999) PERFORMANCE CASH UNIT AGREEMENT
EXHIBIT
10.3
PERFORMANCE UNIT
AWARD NO. __________
LONG-TERM
INCENTIVE PLAN (1999)
This
Agreement between AGL Resources Inc. (the “Company”) and the Recipient sets
forth the terms of the Performance Units awarded under the above-named Plan.
Name
of Recipient:
_________________________
Date
of Award: Performance
Multiple: [1]x
Target
Performance Units: $
Performance
Measurement Period: January
1, 200__ through December 31, 200__
Performance
Measurement:
The
performance measure (PM) for this Award will be the Company’s average annual
growth in basic earnings per share plus the average dividend yield.
Performance
Calculation: At
the
end of the Performance Measurement Period, the Performance Units 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:
| · |
Base
pay shall be the Recipient’s base pay as of
____________.
|
| · |
Performance
Multiple is set forth in this Performance Unit
Agreement.
|
| · |
PM
shall be calculated as of the end of the Performance Measurement Period.
|
| · |
PM
shall be calculated to two decimal
places.
|
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 Units
shall be forfeited.
Following
is an example of threshold, target and maximum payouts under this
Agreement:
Represents
Base x Multiple x PM
|
Name
|
Perf
Period
|
Base
Pay ($)
|
Perf
Multiple
|
Threshold
Payout @ 6% ($)
|
Target
Payout @ 10%($)
|
Maximum
Payout @ 14% ($)
|
|
$
|
[1]x
|
$
|
$
|
$
|
Vesting:
At
the
end of the Performance Measurement Period and upon certification of the PM
by
the Compensation and Management Development Committee, the Performance Units
shall be payable in cash to the Recipient within a reasonable period of time
pursuant to the terms of the Plan.
Forfeiture
of units; termination of employment: Subject
to the terms of the Plan and the terms set forth above, in the event that the
Committee does not certify the attainment of the threshold performance criteria
set forth above, the Performance Units under this Agreement shall be forfeited
immediately.
In
addition, unless the Committee decides otherwise, all Performance Units covered
hereunder that remain subject to restriction upon the Recipient’s termination of
employment for any reason (including death, disability or retirement under
the
terms of the Company’s Retirement Plan, or any other retirement plan approved by
the Board, for that purpose) will be forfeited as of the date of such
termination of employment.
Tax
Withholding: At
the
time the Performance Units vest, the Recipient must pay to the Company an amount
necessary to cover minimum required income tax and other withholdings required
by law. The Recipient may satisfy the withholding requirements by any one or
a
combination of the following methods:
(a)
cash,
or
(b)
withholding Performance Units that are otherwise vested under this Performance
Unit Agreement.
Except
as
provided herein, this Performance Unit Agreement is subject to the terms and
conditions of the Plan. The Recipient has received a copy of the Plan’s
prospectus, including a copy of the Plan. The Recipient agrees to the terms
of
this Performance Unit Agreement, which may be amended only upon a written
agreement signed by the parties hereto.
This
___
day of _________ 200__
|
|
RECIPIENT:
|
| /s/ Xxxxxxx X. Xxxxx |
____________________________
|
|
Xxxxxxx
X. Xxxxx, Senior Vice President
|
