Exhibit 10.1.ad
THIRD AMENDMENT TO
THE
AGL RESOURCES INC.
LONG-TERM INCENTIVE PLAN
(1999)
This Third Amendment to the AGL Resources Inc.
Long-Term Incentive Plan (1999) (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 9.7 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 Third Amendment
shall be effective with respect to all awards outstanding under the
Plan as of the date hereof.
1.
Section 2.6 is hereby amended, effective as of
December __, 2008, by deleting that section in its entirety and
substituting in lieu thereof 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 fair market value or
total voting power of the stock of the Company. If any one
person or Group is considered to own more than 50% of the total
fair market value or total voting power of the Company, the
acquisition of additional control of the Company by the same person
or Group is not considered to cause a Change in Control of the
Company;
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The date any
one person or Group acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition by such
person or persons) ownership of stock of the Company possessing
thirty-five percent (35%) or more of the total voting power of the
stock of the Company;
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The date a
majority of the members of the Board is replaced during any twelve
(12) month period by directors whose appointment or election is not
endorsed by a majority of the members of the Board before the date
of their appointment or election; or
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The date that
any one person or Group, acquires (or has acquired during the
twelve (12) month period ending on the date of the most recent
acquisition by such person or persons) assets from the Company that
have a total gross fair market value equal to or more than fifty
percent (50%) of the total gross fair market value of all assets of
the Company immediately before such acquisition or
acquisitions. For this purpose, gross fair market value means
the value of the assets of the Company, or the assets being
disposed of, determined without regard to any liabilities
associated with such assets.
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It is intended
that there will be a Change in Control under the Plan only to the
extent such event or transaction would constitute a “change
in control event” as such term is defined in Treasury
Regulation Section 1.409A-3(i)(5) and thus the provisions of the
definition of Change in Control shall be applied and interpreted
consistent with the provisions of such Treasury Regulation, as
amended from time to time; recognizing however, that the definition
of Change in Control in the Plan may be more restrictive in certain
respects than the definition contained in Treasury Regulation
Section 1.409A-3(i)(5).”
2.
Section 8.7 is hereby amended, effective as of
December __, 2008, by deleting the first sentence of such section
in its entirety and substituting in lieu thereof the
following:
“Upon vesting, Performance Units will be
converted into Common Stock and the Common Stock will be issued to
the Recipient, within thirty (30) days following the vesting date,
but in no event later than March 15 of the year following the year
in which the vesting date occurred.”
3.
Section 9.13 is hereby amended, effective as of
December __, 2008, by deleting that section in its entirety and
substituting in lieu thereof the following:
“13. Special Provisions
Related to Section 409A of the Code .
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General . It is intended that the payments and benefits
provided under the Plan and any Award shall either be exempt from
the application of, o
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