AWARD AGREEMENT OF TIME-LAPSE
RESTRICTED STOCK UNITS
UNDER THE ATMOS ENERGY CORPORATION
1998 LONG-TERM INCENTIVE PLAN
This Award
Agreement of Time-Lapse 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] time-lapse
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. During the time of
the restriction period provided for in Section 2 below, the
Grantee shall not have any of the rights of a shareholder of the
Company with respect to the Units, except with respect to the
payment of cash dividend equivalents during such period, as
provided for in Section 6 below.
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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.
If the Grantee has
attained the age of 55 and completed three (3) consecutive
years of service with the Company (referred to as “Retirement
Eligible”) on the date of the grant of the Units, he or she
shall be vested in the Units on the later of June 1 of the year in
which the grant is made or the date of the grant. If the Grantee
becomes Retirement Eligible after the date of grant and prior to
the date for distribution of shares of Common Stock represented by
the Units, the Grantee shall be vested in the Units at the later of
June 1 of the year in which he or she becomes Retirement Eligible
or the actual date during such year that he or she becomes
Retirement Eligible. However, the Grantee shall not be entitled to
the removal of the restrictions on such Units provided for in
Section 2 above or to a distribution of shares of Common Stock
represented by the number of Units until the time provided for in
Section 8 below. In addition, the Grantee’s portion of
applicable payroll (FICA) taxes shall be withheld
from the first
scheduled bi-weekly paycheck in December of the year in which such
vesting occurs. The amount of payroll taxes due shall be based on
the fair market value of the shares of Common Stock represented by
the number of Units as of the last business day of the pay period
to which the first scheduled payroll check in December
applies.
If the Grantee is
not otherwise vested as provided in Section 3 above, all Units
granted shall be forfeited if 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 Uni
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