David J. Dzuricky
Exhibit 10.1
Piedmont Natural Gas Company, Inc.
Max No. of Shares to
Purchase under plan 28,000
Rule 10b5-1
Purchase Plan and Client Representations
I, David J. Dzuricky, have, as of the date
below, establish this Purchase Plan (“the Plan”) to
purchase shares of the Issuer’s common stock pursuant to the
requirements of Rule 10b5-1 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).
I request that Merrill Lynch, Pierce,
Fenner & Smith Incorporated (“Merrill Lynch”)
execute the Plan as follows:
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1.
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Starting on April 21, 2005 and ending on
April 30, 2005, purchase 28,000 at market on the principal
exchange or market on which the shares are traded (the
“Exchange”) in a self-directed IRA.
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If my order to buy Shares pursuant to the Plan, whether market
or limit, is handled by a Merrill Lynch trading desk, it shall be
handled as “not held”. A “not held” or
“working order” permits a Merrill Lynch trader to use
reasonable brokerage judgment, exercising price and time
discretion, as to when to execute the order.
2. Suspension
If Merrill Lynch must suspend
purchases allocated under the Plan, pursuant to Section 1
above, on a particular day for any of the following reasons:
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a.
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a day specified by the Plan is not a day on
which the shares trade regular way on the Exchange;
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b. trading of the shares on the
Exchange is suspended for any reason;
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c.
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there is insufficient volume for any or all of
the shares at or below the specified price; or
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d.
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Merrill Lynch cannot effect a purchase of
shares due to legal, regulatory or contractual restrictions
applicable to it or to me;
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then Merrill Lynch will purchase such shares as soon as the
shares trade regular way on the Exchange for the price(s) specified
in the Plan. Shares allocated under the Plan for purchase during
the period when trading was suspended (check one of the
following)
[ ] will not be purchased
[X] will be purchased as soon as
possible once trading under the Plan resumes
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[ ] will be carried forward to be purchased
with the next amount of shares to be purchased in accordance with
Section 1 of the Plan
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3. Termination
The Plan shall end on the earliest
of:
a. the end date listed above;
b. the completion of all purchases
contemplated in Section 1 of the Plan;
c. the filing of a bankruptcy
petition by the Issuer;
d. my or Merrill Lynch’s
reasonable determination that:
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(i)
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the Plan does not comply with Rule 10b5-1
or other applicable securities laws;
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(ii)
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I have not, or Merrill Lynch has not, complied
with the Plan, Rule 10b5-1 or other applicable securities
laws; or
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(iii) I have made misstatements
in my Client Representations to Merrill
Lynch;
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e.
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the public announcement of a merger,
recapitalization, acquisition, tender or exchange offer, or other
business combination or reorganization resulting in the exchange or
conversion of the shares of the Issuer into shares of a company
other than the Issuer;
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f. the public announcement of a
public offering of securities by the Issuer;
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g.
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the conversion of the shares into rights to
receive fixed amounts of cash or into debt securities and/or
preferred stocks (whether in whole or in part);
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h. my death, disability, or mental
incapacity;
i. six months following my severance
or retirement from the Issuer; or
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j.
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receipt by either party of written notice
delivered by the other party pursuant to Section 12 below.
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4.
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At the discretion of Merrill Lynch, shares may
be purchased on a given day or date in bulk or in smaller
increments, depending upon market volume and the price(s)
established above in Section 1.
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5.
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In the event of a stock split or reverse stock
split, share quantity and the dollar amount at which shares are
purchased will be automatically adjusted proportionately.
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6.
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Unless elected otherwise, in the event of a
re-incorporation or other corporate reorganization resulting in an
automatic share-for-share exchange of new shares for the type of
shares subject to the Plan, then the new shares will automatically
replace the type of shares originally specified in the
Plan.
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7. Indemnification.
a. I agree to indemnify and hold
harmless Merrill Lynch from and against all claims, losses, damages
and liabilities arising out of inquires and/or proceedings
resulting from assertions that:
(i) the Plan or purchases made
under the Plan do not comply with Rule 10b5-1 or with state
securities laws or regulations prohibiting trading while in
possession of material nonpublic information and
(ii) Merrill Lynch has not
executed any purchases pursuant to the provisions of the Plan.
b. This indemnification will survive
termination of the Plan.
Client Representations
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8.
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In consideration of Merrill Lynch accepting
orders to buy securities under a written plan that I have
established to meet the requirements of Rule 10b5-1 under the
Exchange Act, I make the following representations, warranties and
covenants:
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a.
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I established the Plan in good faith, in
compliance with the requirements of Rule 10b5-1, and at a time
when I was not in possession of material nonpublic information
about the Issuer, whose securities are the subject of the Plan.
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b.
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I have consulted with legal counsel and other
advisors in connection with my decision to enter into the Plan and
have confirmed that the Plan meets the criteria set forth in
Rule 10b5-1.
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c.
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Except as provided in the Plan and while the
Plan is in effect, I confirm that:
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i.) I will not engage in an offsetting or
hedging transaction in violation of Rule 10b5-1; and
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ii.) I agree to notify Merrill Lynch in
advance of any sales or purchases of any of the Issuer’s
securities or any derivative transactions on the Issuer’s
securities.
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d.
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I understand that while my plan is in effect,
I may not disclose to those executing my plan at Merrill Lynch any
information concerning the Issuer that might influence Merrill
Lynch’s execution of the Plan.
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e. Compliance with insider trading
policies.
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i.) The Plan does not violate the
Issuer’s insider trading policies.
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ii.) I have informed the Issuer of the
existence and provisions of the Plan, and, if necessary under the
Issuer’s insider-trading policies, authorized representatives
of the Issuer have approved the Plan and retained a copy of the
Plan.
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f. Compliance with Rule 10b-18,
I understand and agree:
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i.) if I am an affiliate or control person
under the Securities Act of 1933, as amended, or the Securities and
Exchange Act of 1934, as amended, than all purchases of securities
under the Plan will be in accordance with Rule 10b-18;
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ii.) no purchase is permitted until after the
opening transaction and that no purchase can occur during the
one-half hour before trading is scheduled to terminate;
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iii.) the purchase amount, other than a block
purchase, is limited daily to the higher of (i) 100 shares or
(ii) 25% of the average daily trading volume in the preceding
four calendar weeks. Block purchases by the issuer must be
subtracted in computing the average daily volume; and
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iv.) No purchase may be made at a price higher
than the current independent bid or last independent sale whichever
is higher.
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g.
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I agree to make or cause to be made all
necessary filings, including filings pursuant to Section 13
and Section 16 of the Exchange Act, and any other filings
necessary pursuant to the Securities Act and/or the Exchange
Act.
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h.
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I agree to inform Merrill Lynch as soon as
possible of any subsequent restrictions imposed on me due to
changes in the securities (or other) laws or of any contractual
restrictions imposed by or on the Issuer, which would prevent
Merrill Lynch or me from complying with the Plan.
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i. Delivery requirements.
i.) I agree to have delivered into
the custody of Merrill Lynch prior to the date of execution of any
purchases specified under the Plan necessary funds to settle the
intended purchases under the Plan.
ii.) I agree that Merrill
Lynch’s obligation to execute purchases under the Plan is
conditioned on the satisfaction of the foregoing delivery
requirements.
9. The Plan may be modified or amended only upon:
a. the written agreement of myself
and Merrill Lynch and
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b.
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the receipt by Merrill Lynch of a certificate
that I have signed to the effect that the representations,
warranties and covenants contained in my Client Representations,
dated the date hereof, are true as of the date of such
certificate.
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10. The Plan may be signed in counterparts, each of which
will be an original.
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11.
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The Plan and my Client Representations,
together constitute the entire agreement between me and Merrill
Lynch and supersede any prior agreements or understandings
regarding the Plan.
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12. All notices given by the parties under this Plan will
be as follows:
a. If to Merrill Lynch:
Managing Director and Administrative
Manager
Merrill Lynch, Pierce, Fenner & Smith, Inc.
MORROCROFT BUILDING ONE
4500 CAMERON VALLEY PARKWY
SUITE 400
CHARLOTTE, NC 28211
b. If to me: David J. Dzuricky
Piedmont Natural Gas Company,
Inc.
1915 Rexford Road
Charlotte, NC 28211
Phone: (704) 364-3120
Fax: (704) 365-3849
If you are subject to the reporting requirements of
Section 16 of the Exchange Act, complete the following
Section 13 to have transaction information for open market
transactions under the plan forwarded to a designated third
party.
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13.
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I authorize Merrill Lynch to transmit
transaction information via fax and/or email for open window and
transactions under the Plan (sales and purchases) to:
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a. David J. Dzuricky b. Martin C. Ruegsegger
Senior Vice President Vice
President, Corporate Counsel &
and Chief Financial Officer Secretary
Piedmont Natural Gas Company, Inc. Piedmont Natural Gas Company,
Inc.
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Fax: 704-365-8515
Tel.: 704-731-4547
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Fax Number:704-365-8515
Tel.: 704-731-4202
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david.dzuricky@piedmontng.com
marty.ruegsegger@piedmontng.com
Reasonable efforts will be made to transmit transaction
information for open market transactions under the Plan (purchase
or sale) by the close of business on the day of the purchase or
sale, but no later than the close of business on the first trading
day following the purchase or sale. I acknowledge that Merrill
Lynch: (1) has no obligation to confirm receipt of any email
or faxed information by the designated contact and (2) has no
responsibility or liability for filing a Form 4 with the SEC or for
compliance with Section 16 of the Securities Exchange Act of
1934. If any of the above contact information changes, or I would
like to terminate this authorization, I will promptly notify
Merrill Lynch in writing. I further authorize Merrill Lynch to
transmit transaction information to a third party service provider
who will make the information available to my designated
representative(s) listed above.
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14.
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This Plan will be governed by and construed in
accordance with the internal laws of the State of New York.
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By: /s/ David J. Dzuricky
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David J. Dzuricky
Date: April 20, 2005
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Acknowledged and Agreed:
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated
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By: /s/ Elizabeth M.
Harris
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Name: Elizabeth M. Harris
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Title: Administrative Manager
Date: April 20, 2005
1
David J. Dzuricky
Janet L. Dzuricky
Piedmont Natural Gas Company, Inc.
Maximum # of shares to sell under the Plan: 9,000
Rule 10b5-1
Sales Plan and Client Representations
We, Janet L. Dzuricky and David J.
Dzuricky, as of the date below, establish this Sales Plan
(“Plan”) in order to sell shares of the common stock
(“Shares”) of Piedmont Natural Gas Company, Inc.
(“Issuer”) pursuant to the requirements of
Rule 10b5-1 under the Securities Exchange Act of 1934, as
amended (“Exchange Act”). We request that Merrill
Lynch, Pierce, Fenner & Smith Incorporated (“Merrill
Lynch”) execute the Plan as follows:
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1.
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Sales Instructions for Sales Starting on
December 1, 2005 and ending on December 31,
2005,
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1.1.
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For securities other than employee stock
options, you are authorized to execute the transactions pursuant to
the attached SEC Rule 10b5-1 Sales Instruction and Notice
Provision - Annex:
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2. Execution, Average Pricing and Pro Rata
Allocation of Sales
2.1. We agree and acknowledge that:
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1.
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If our order to sell Shares pursuant to the
Plan, whether market or limit, is handled by a Merrill Lynch
trading desk, our order shall be handled as “not held”.
A “not held” or “working order” permits a
Merrill Lynch trader to use reasonable brokerage judgment,
exercising price and time discretion, as to when to execute the
order.
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2.
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Merrill Lynch may execute our order:
(a) in a single transaction or multi
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