Contract
Exhibit 10.3
DOMINION
RESOURCES, INC.
RESTRICTED
STOCK AWARD AGREEMENT
THIS AGREEMENT, dated April 1, 2008,
between DOMINION RESOURCES, INC., a Virginia Corporation (the "Company") and
Xxxxxx X. Xxxxxxxx ("Participant"), is made pursuant and subject to the
provisions of the Dominion Resources, Inc. 2005 Incentive Compensation Plan (the
"Plan"). All terms used in this Agreement that are defined in the
Plan have the same meaning given to such terms in the Plan.
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1.
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Award of
Stock. Pursuant to the Plan, 24,486 shares of Company
Stock (the “Restricted Stock”) are awarded to the Participant as of April
1, 2008 (“Date of Grant”), subject to the terms and conditions of the
Plan, and subject further to the terms and conditions set forth in this
Agreement.
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2.
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Vesting. Except
as provided in paragraphs 4 or 5, one hundred percent (100%) of the shares
of Restricted Stock awarded under this Agreement will vest on April 1,
2010 (“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 will be forfeited if the Participant’s Retires or
otherwise terminates employment with the Company terminates prior to the
Vesting Date.
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4.
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Death, Disability,
Involuntary Termination without Cause. If the
Participant dies or becomes Disabled before the Vesting Date or if the
Participant’s employment is involuntarily terminated by the Company
without Cause, including a Constructive Termination (as such terms are
defined by the Employment Continuity Agreement between the Participant and
the Company) before the Vesting Date, the Participant will become vested
in the number of shares of Restricted Stock awarded under this Agreement
multiplied by a fraction, the numerator of which is the number
of complete calendar months from the Date of Grant to the first day of the
calendar month coinciding with or immediately following the date of the
Participant’s termination of employment, and the denominator of which is
the number of complete calendar months from the Date of Grant to the
Vesting Date. The vesting will occur on the first day of the
calendar month coinciding with or immediately following the date of the
Participant’s termination of employment due to death, Disability, or
involuntary termination by the Company without Cause. Any
shares of Restricted Stock that do not vest in accordance with this
Paragraph 4 will be forfeited.
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5.
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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 will become one
hundred percent (100%) vested if both of the
following conditions apply:
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(i)
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The
person serving as the Company’s Chief Executive Officer immediately prior
to the Change of Control date ceases to serve as the Chief Executive
Officer of the successor entity at any time prior to the Vesting Date;
and
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(ii)
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The
Participant’s employment is terminated by the successor entity without
Cause, including Constructive Termination (as such terms are defined by
the Employment Continuity Agreement between the Participant and the
Company).
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6.
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Acceleration of
Vesting upon Retirement. The Committee, in its
sole discretion, may accelerate the vesting of all or a portion of the
shares of Restricted Stock awarded under this Agreement upon the
Participant’s Retirement prior to the Vesting Date if the Committee
determines, following consultation with the Chief Executive Officer, that
the Participant’s Retirement will not be detrimental to the
Company. For purposes of this Agreement, the term Retire or
Retirement means , early or normal Retirement as defined in the Dominion
Pension Plan, as in effect at the time of the
determination.
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7. Terms and
Conditions.
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a.
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Nontransferability.
The Restricted Stock shares are not transferable and are subject to a
substantial risk of forfeiture until such shares become vested in
accordance with the terms of this
Agreement.
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b.
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Stock
Power. As a condition of accepting this award, the
Participant hereby assigns and transfers the shares of Restricted Stock
granted pursuant to this Agreement to Dominion Resources, Inc. and hereby
appoints Dominion Resources Services, Inc. as attorney to transfer the
shares on its books.
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c.
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Custody of
Shares. The Company will retain custody of the shares of
Restricted Stock.
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d.
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Shareholder
Rights. The Participant will have the right to receive
dividends and will have the right to vote the Restricted Stock
shares.
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e.
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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 occurrence of an event described in Paragraph 4, 5 or
6, 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. Unless the Participant makes an
alternative election, the Company will retain the number of shares of
Restricted Stock (valued at their Fair Market Value) required to satisfy
the Applicable Withholding Taxes. As an alternative to the
Company retaining shares, the Participant or the Participant’s successor
may elect to (i) deliver Mature Shares (valued at their Fair Market Value)
or (ii) make a cash payment to satisfy the Applicable Withholding
Taxes. Fair Market Value will be determined based on the
closing price of Company Stock on the business day immediately preceding
the date the Restricted Stock shares become
vested.
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f.
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Fractional
Shares. A fractional share of Company Stock will not be
issued and any fraction will be
disregarded.
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g.
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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 will 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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h.
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Change in Capital
Structure. The terms of the Restricted Stock Award will
be adjusted as provided in Section 15 of the Plan if the Company has a
change in capital structure.
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i.
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Governing
Law. This Agreement will be governed by the laws of the
Commonwealth of Virginia, other than its choice of law
provisions.
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j.
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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 will govern. All references in this
Agreement to the Plan will mean the plan as in effect on the Date of
Grant.
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k.
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Participant Bound by
Plan. By accepting this Agreement, 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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l.
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Binding
Effect. Subject to the limitations stated above and in
the Plan, this Agreement will 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 as of the date first written above.
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DOMINION RESOURCES,
INC.
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By:
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/s/
Xxxxxx X. Xxxxxxx,
XX
Xxxxxx X. Xxxxxxx, XX Chairman, President and Chief Executive Officer |
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PARTICIPANT:
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By:
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/s/ Xxxxxx X.
Xxxxxxxx
Xxxxxx X. Xxxxxxxx Executive Vice President and Chief Financial Officer |
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