Exhibit 10.1.f
SECOND AMENDMENT TO
THE
AGL RESOURCES INC.
2006 NON-EMPLOYEE DIRECTORS
EQUITY COMPENSATION PLAN
This Second Amendment to the AGL Resources Inc.
2006 Non-Employee Directors Equity Compensation Plan (the
“Plan”), is made and entered into this ____ day of
December, 2008, by AGL Resources Inc. (the
“Company”).
W I T N E S S E T H
:
WHEREAS, the Company adopted the Plan for the
purposes set forth therein; and
WHEREAS, pursuant to Section 10 of the
Plan, the Board of Directors of the Company has the right to amend
the Plan with respect to certain matters; and
WHEREAS, the Board of Directors has approved and
authorized this Amendment to the Plan;
NOW, THEREFORE, BE IT RESOLVED, that the Plan is
hereby amended, effective as of the date hereof, in the following
particulars; and
FURTHER RESOLVED, that this Second Amendment
shall be effective with respect to all awards outstanding under the
Plan as of the date hereof.
1.
The Plan is
hereby amended, effective as of December ___, 2008, by deleting the
current definition of “Change in Control” in Section 3
of the Plan and replacing it with the following:
“Change
in Control” shall mean the earliest of the following to
occur:
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The date any
one person, or more that one person acting as a group (as
determined under Treasury Regulation 1.409A-3(i)(5)(v)(B), a
“Group”), acquires ownership of stock of the Company
that, together with stock held by such person or Group, constitutes
more than fifty percent (50%) of the total fa
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