0000950134-05-021927 Sample Contracts

AWARD AGREEMENT OF PERFORMANCE-BASED RESTRICTED STOCK UNITS UNDER THE ATMOS ENERGY CORPORATION 1998 LONG-TERM INCENTIVE PLAN
Award Agreement • November 18th, 2005 • Atmos Energy Corp • Natural gas distribution

This Award Agreement of Performance-Based Restricted Stock Units is dated as of , 200 , by and between Atmos Energy Corporation, a Texas and Virginia corporation (the “Company”), and [name of employee] (“Grantee”), pursuant to the Company’s 1998 Long-Term Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this document shall have the meaning set forth in the Plan.

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AWARD AGREEMENT OF RESTRICTED STOCK WITH TIME-LAPSE VESTING UNDER THE ATMOS ENERGY CORPORATION 1998 LONG-TERM INCENTIVE PLAN
Award Agreement • November 18th, 2005 • Atmos Energy Corp • Natural gas distribution

This Award Agreement of Restricted Stock with time-lapse vesting is dated as of , 200 and between, Atmos Energy Corporation, a Texas and Virginia corporation (the “Company”), and [name of employee] (“Grantee”), pursuant to the Company’s 1998 Long-Term Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this document shall have the meaning set forth in the Plan.

NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE ATMOS ENERGY CORPORATION 1998 LONG-TERM INCENTIVE PLAN
Non-Qualified Stock Option Agreement • November 18th, 2005 • Atmos Energy Corp • Natural gas distribution • Texas

Atmos Energy Corporation, a Texas and Virginia corporation (the “Company”) hereby grants to the above-named optionee (the “Optionee”) an option (the “Option”) to purchase from the Company, for the price per share set forth above, the number of shares of common stock (the “Stock”) of the Company set forth above pursuant to the Atmos Energy Corporation 1998 Long- Term Incentive Plan (the “Plan”). This Option is intended to be a non-qualified stock option and is not intended to constitute an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

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