AGL RESOURCES INC.
Exhibit 00.0.xx
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: $_________________
Performance Measurement Period:
[insert] through [insert]
Performance Measurement: The
performance measure (PM) for this Award will be the Company’s [insert], one of
the performance measures enumerated in Section 5.2 of the Plan.
Performance Calculation: At
the end of the Performance Measurement Period, the Performance Cash Award will
vest based on the increase in the PM during the Performance Measurement Period
in accordance with the following formula:
Base Pay
x Performance Multiple x PM % = Actual Award
In
particular, the performance calculation shall be determined as
follows:
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Base
pay shall be the Recipient’s base pay as of
[insert].
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Performance
Multiple is set forth in this
Agreement.
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PM
shall be calculated as of the end of the Performance Measurement
Period.
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PM
shall be calculated to two decimal
places.
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Threshold, Target and Maximum
Payout: Threshold payout is calculated at 6% PM growth. Target
payout is calculated at 10% PM growth. Maximum payout is calculated
at 14% PM growth or more. If PM growth is less than 6%, then no
payout shall be made and the Performance Cash Award shall be
forfeited. If PM growth falls between two points, straight line
interpolation shall be applied. Following is an example of threshold,
target and maximum payouts under this Agreement:
Represents
Base x Multiple x PM
Name
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Perf
Period
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Base
Pay ($)
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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: Unless the
Performance Cash Award is forfeited prior to the Vesting Date (as defined below)
in accordance with this Agreement, 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 (the “Vesting
Date”). This Performance Cash Award shall be payable in cash to the
Recipient within thirty (30) days following the Committee’s certification of
performance with respect to the PM, pursuant to the terms of the Plan, but no
later than March 15 of the year following the year in which the Vesting Date
occurred.
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 Vesting Date,
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 (each, a “Change in
Control Related Vesting Date”). 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 Performance Cash Award shall be payable in
cash to the Recipient within thirty (30) days following the Change in Control
Related Vesting Date, but no later than March 15 of the year following the year
in which the Change in Control Related Vesting Date occurred.
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__
RECIPIENT:
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____________________________
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Xxxxxxx
X. Xxxxx, Senior Vice President
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