AWARD AGREEMENT OF
PERFORMANCE-BASED
RESTRICTED STOCK UNITS
UNDER THE ATMOS ENERGY CORPORATION
1998 LONG-TERM INCENTIVE PLAN
This Award
Agreement of Performance-Based Restricted Stock Units is dated as
of May 5, 2009, 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 agreement shall have the meaning set forth in the
Plan.
Pursuant to
authorization by the Human Resources Committee of the Board (the
“Committee”), which has been designated by the Board to
administer the Plan, the parties agree as follows.
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1.
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Description of Units
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The Company hereby
grants to the Grantee a total of [number] performance-based
restricted stock units (“Units”) under the Plan, for no
consideration from the Grantee, with the restrictions set forth
below. Each such Unit shall be a notional share of common stock of
the Company (“Common Stock”), with the value of each
Unit being equal to the fair market value of a share of Common
Stock at any time. No physical certificates representing the number
of Units awarded shall be issued to the Grantee, but an account
shall be established and maintained for the Grantee, in which each
grant of Units to the Grantee shall be recorded, with the final
number of Units as determined in accordance with Section 3 or
Section 5 below. During such time, the Grantee shall not have
any of the rights of a shareholder of the Company with respect to
the Units, except for the crediting of dividend equivalents as
provided for below in Section 6.
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2.
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Restrictions on Alienation of
Units .
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Units awarded
hereunder may not be sold, transferred, pledged, assigned, or
otherwise alienated in any manner, whether voluntarily, by
operation of law, or otherwise, until the restrictions on the Units
are removed and the Units are delivered to the Grantee in the form
of shares of Common Stock in the manner described below in
Section 8.
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3.
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Number of Units Awarded
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Except as provided
in Section 5(a) below, the number of Units ultimately to be awarded
to the Grantee upon vesting is contingent upon the cumulative
amount of earnings per share achieved by the Company for the three
year measurement cycle, Fiscal Years 2009 through 2011
(October 1, 2008 through September 30, 2011). The
percentage of Units earned for each level of the cumulative amount
of earnings per share is illustrated in the performance schedule
below. In addition, should the performance levels achieved be
between the stated criteria below, straight-line interpolation
shall be used. For example, should the cumulative amount of
earnings per share for the three-year period be $____, the
percentage of Units earned would be 125% of the number of Units
originally granted.
Performance-Based Restricted
Stock Units
Performance Schedule for Grant of Performance Period FY
2009-2011
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Restricted Stock Units
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Performance Level
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Cumulative 3-Yr. EPS
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Earned
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Below Threshold
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Less than $____
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0%
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Threshold
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$____
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50%
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Target
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$____
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100%
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Maximum
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$____
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150%
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All Units granted
shall be forfeited if, prior to the removal of restrictions on the
Units awarded hereunder as provided below in Section 8, the
Grantee has a voluntary or involuntary Termination of Service for
any reason other than as described below in Section 5. Each
Grantee, by his or her acceptance of the Units, agrees to execute
any documents requested by the Company in connection with such
forfeiture. Such provisions with respect to forfeited Units shall
be specifically performable by the Company in a court of equity or
law. Upon any forfeiture, all rights of the Grantee with respect to
the forfeited Units shall cease and terminate, without any further
obligation on the part of the Company.
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5.
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Removal of Restrictions
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(a)
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Death, Disability, Certain
Involuntary Terminations and Terminations following a Change in
Control .
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At the time and on
the date of the Grantee’s death, Termination of Service due
to Total and Permanent Disability, involuntary Termination of
Service due to a general reduction in force or specific elimination
of the Grantee’s job, or Termination of Service for any
reason following a Change in Control, while employed by the Company
or a Subsidiary, all restrictions placed
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