Dominion Resources, Inc. Performance Grant Agreement
Exhibit
10.4
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") to the extent
provided below. If not defined herein, all terms used in this Agreement have
the
same meaning given them in the Plan. The Performance Grant will be administered
by the Compensation, Governance and Nominating Committee (the “CGN Committee”)
of the Company’s Board of Directors.
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1.
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Performance
Grant.
Pursuant to the Plan, the Participant is granted a Performance Grant
at a
Target Amount of
on
April 3, 2007 (“Date of Grant”), subject further to the terms and
conditions set forth herein. The actual payout may be from 0% to
200% of
the Target Amount. Payment will be made by March 15, 2008 or as soon
as
administratively practicable
thereafter.
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2.
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Performance
Condition.
The Performance Condition used for the purposes of this Agreement
shall be
the same funding and payout goals established for the Dominion Exploration
& Production (“Dominion E&P”) segment under the 2007 Annual
Incentive Plan. The Target Amount that will be paid out will be based
on
the payout score percentage achievement of the 2007 Annual Incentive
Plan
goal for the Dominion E&P segment. The Performance Period for purposes
of this Agreement is the period beginning January 1, 2007 and ending
December 31, 2007.
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3.
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Death,
Disability, Retirement and Termination without Cause.
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a.
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Retirement.
If
the Participant Retires and would have been eligible for a payment
under
paragraph 2 if the Participant had remained employed until December
31,
2007, the Participant shall receive the amount determined under paragraph
2 as if the Participant had remained employed times the fraction
of (A)
the number of completed months from the Date of Grant to the Participant’s
Retirement divided by (B) the number of months between the Date of
Grant
and December 31, 2007. Payment shall be made at the time provided
in
paragraph 1.
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b.
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Death,
Disability and Termination without Cause.
If
during the Performance Period and before a Change of Control, the
Participant dies, becomes Disabled or is terminated without Cause
(as
“Cause” is defined in the Participant’s Employment Continuity Agreement),
the Participant shall receive a lump sum cash payment equal to the
product
of (i) and (ii) where
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(i)
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is
the predicted performance used for determining the compensation cost
recognized by the Company for this Performance Grant for the latest
financial statement filed with the Company’s Annual Report on Form 10-K or
Quarterly Report on Form 10-Q immediately prior to the event and
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(ii)
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is
the fraction of (A) the number of complete calendar months from the
Date
of Grant to the date of death, Disability and termination without
Cause
divided by (B) the number of months between the Date of Grant and
December
31, 2007.
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Payment
under this paragraph 3(b) shall be made 30 days after the date of the
Participant’s death, termination of employment due to Disability or termination
without Cause; provided that payment shall be made no earlier than six months
after the Participant’s death or termination if the payment is subject to
Section 409A of the Code and the Participant is a Specified Employee (within
the
meaning of Section 409A(a)(2)(B)(i) of the Code).
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4.
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Change
of Control.
Upon a Change of Control, the Participant shall receive a lump sum
cash
payment, within 15 days of the Change of Control date, equal to the
greater of (A) the Target Amount or (B) the total payout that would
be
made at the end of the Performance Period if the predicted performance
used for determining the compensation cost recognized by the Company
for
this Performance Grant for the latest financial statement filed with
the
Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q
immediately prior to the Change of Control was the actual performance
for
the Performance Period.
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5.
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Terms
and Conditions.
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a.
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Forfeiture.
Except as provided in paragraphs 3 or 4, the Participant's rights
in the
Performance Grant shall be forfeited if the Participant’s employment with
the Company or a Dominion Company terminates before the end of the
Performance Period.
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b.
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Nontransferability.
No
rights in the Performance Grant are transferable.
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c.
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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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d.
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No
Right to Continued Employment.
This Performance Grant 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.
The CGN Committee reserves the right to reduce the amount paid to
a
Participant below the calculated amount earned under this Performance
Grant or pay no amount at all to the Participant.
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e.
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Tax
Withholding.
The Company will withhold from any payment the aggregate amount of
federal, state and local income and payroll taxes that the Company
is
required to withhold on the
payment.
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f.
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Application
of Section 162(m).
It
is intended that payments for Dominion E&P’s funding and payout goals
under this Performance Grant to a Participant who is a “covered employee”
constitute “qualified performance-based compensation” within the meaning
of section 1.162-27(e) of the Income Tax Regulations. The CGN Committee
will certify Dominion E&P’s funding and payout goals achievement for
the Performance Period. To the maximum extent possible, this Performance
Grant and the Plan shall be interpreted and construed consistent
with this
paragraph 5(f).
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g.
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Governing
Law.
This Agreement shall be governed by the laws of the Commonwealth
of
Virginia.
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h.
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Conflicts.
In
the event of any conflict between the terms of a special retention
package
given to you in connection with Dominion’s strategic process with Dominion
E&P and the provisions of this Agreement, the terms of the special
retention package shall govern. 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 Performance Grant, as it may be amended from time to
time.
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i.
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Participant
Bound by Plan.
The Participant hereby acknowledges receipt of a copy of the Plan
and
agrees to be bound by all the terms and provisions
thereof.
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j.
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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
