Exhibit 10.1
DOMINION RESOURCES,
INC.
2009 PERFORMANCE GRANT
PLAN
1.
Purpose. The purpose of the 2009
Performance Grant Plan (the “Plan”) is to set forth the
terms of 2009 Performance Grants awarded by Dominion Resources,
Inc., a Virginia Corporation (the “Company”) pursuant
to the Dominion Resources, Inc. 2005 Incentive Compensation Plan
and any amendments thereto. This Plan contains the
Performance Goals for the awards, the Performance Criteria, the
target and maximum amounts payable and other applicable terms and
conditions.
2.
Definitions. Capitalized terms used in this Plan
not defined in this Section 2 will have the meaning assigned to
such terms in the Dominion Resources, Inc. 2005 Incentive
Compensation Plan.
a.
Cause . For purposes of this Plan, the term
“Cause” will have the meaning assigned to that term
under a Participant’s Employment Continuity Agreement with
the Company, as such Agreement may be amended from time to
time.
b.
Date of Grant . February 2, 2009.
c.
Disability or Disabled . The Committee will
determine whether or not a Disability exists and its determination
will be conclusive and binding on the Participant. To the extent a
Performance Grant is subject to Code Section 409A, the
Committee’s determination will be made in accordance with the
requirements of Treasury Regulation Section
1.409A-3(i)(4).
d.
Participant . An officer of the Company or a
Dominion Company who receives a Performance Grant on the Date of
Grant.
e.
Performance Period . The 24-month period
beginning on January 1, 2009 and ending on December 31,
2010.
f.
Retire or Retirement . For purposes of this Plan,
the term Retire or Retirement means a voluntary termination of
employment on a date when the Participant is eligible for early or
normal retirement benefits under the terms of the Dominion Pension
Plan, or would be eligible if any crediting of deemed additional
years of age or service applicable to the Participant under the
Company’s Benefit Restoration Plan or New Benefit Restoration
Plan was applied under the Dominion Pension Plan, as in effect at
the time of the determination. Notwithstanding the
foregoing, a Participant will not be treated as eligible for
retirement benefits for purposes of this Plan if the Chief
Executive Officer of the Company determines, in his sole
discretion, that the Participant’s retirement is detrimental
to the Company.
h.
Target Amount . The dollar amount designated on
the Participant’s Performance Grant.
3.
Performance Grants. A Participant will receive a
written notice of the amount designated as the Participant’s
Target Amount for the Performance Grant payable under the terms of
this Plan. The actual payout may be from 0% to 200% of
the Target Amount, depending on the achievement of the Performance
Goals.
4.
Performance Achievement and Time of Payment
. Upon the completion of the Performance Period, the
Committee will determine the Performance Goal achievement of each
of the Performance Criteria described in Section 6. The
Company will then calculate the amount of each Participant’s
Performance Grant based on such Performance Goal
achievement. Except as provided in Sections 7(b) or 8,
payout of Performance Grants will be made as soon as
administratively feasible after the end of the Performance
Period. In no event will payment be made later than
March 15, 2011.
5.
Forfeiture. Except as provided in Sections 7 and
8, a Participant's right to payout of a Performance Grant will be
forfeited if the Participant’s employment with the Company or
a Dominion Company terminates before the end of the Performance
Period.
6.
Performance Goals. Payout of Performance Grants
will be based on the Performance Goal achievement described in this
Section 6 of the three Performance Criteria defined in Exhibit
A.
a.
TSR Performance . Total Shareholder Return
Performance (“TSR Performance”) will determine fifty
percent (50%) of the Target Amount (“TSR
Percentage”). TSR Performance is defined in
Exhibit A. The TSR Percentage of the Target Amount that
will be paid out, if any, is based on the following
table:
|
|
Percentage
Payout
|
|
Relative TSR
Performance
|
of TSR
Percentage
|
|
Top Quartile -
75% to 100%
|
150% -
200%
|
|
2
nd Quartile - 50% to 74.9%
|
100% -
149.9%
|
|
3
rd Quartile - 25% to 49.9%
|
50% -
99.9%
|
|
4
th Quartile - below 25%
|
0%
|
To the extent that the Company’s TSR
Performance ranks in a percentile within the Top, 2nd or 3rd
Quartiles of Relative TSR Performance, then the TSR Percentage
Payout will be interpolated between the top and bottom of the
Percentage Payout of TSR Percentage range for that
Quartile. No payment will be made if the TSR Performance
is in the 4th Quartile, except that a payment of 25% of the TSR
Percentage will be made if the Company’s TSR Performance was
at least 10% on a compounded annual basis for the Performance
Period.
b.
ROIC Performance . Return on Invested Capital
Performance (“ROIC Performance”) will determine forty
percent (40%) of the Target Amount (“ROIC
Percentage”). ROIC Performance is defined in
Exhibit A. The ROIC Percentage of the Target Amount that
will be paid out, if any, is based on the following
table:
|
|
Percentage
Payout
|
|
ROIC
Performance
|
of ROIC
Percentage
|
|
9.26% and
above
|
200%
|
|
9.06% -
9.25%
|
150% -
199.9%
|
|
8.86% -
9.05%
|
100% -
149.9%
|
|
8.66% -
8.85%
|
50% -
99.9%
|
|
Below
8.66%
|
0%
|
To the extent
that the Company’s ROIC Performance is greater than 8.66% and
less than 9.26%, the ROIC Percentage payout will be interpolated
between the top and bottom of the applicable Percentage Payout of
ROIC Percentage range set forth above.
c.
Book Value per Share Performance . Book Value per
Share Performance (“Book Value Performance”) will
determine ten percent (10%) of the Target Amount (“Book Value
Percentage”). Book Value Performance is defined in
Exhibit A. The Book Value Percentage of the Target Amount that will
be paid out, if any, is based on the following table:
|
Book
Value
|
Percentage
Payout of
|
|
Performance
|
Book Value
Percentage
|
|
$22.66 and
above
|
200%
|
|
$22.16 -
$22.65
|
150% -
199.9%
|
|
$21.66 -
$22.15
|
100% -
149.9%
|
|
$21.16 -
$21.65
|
50% -
99.9%
|
|
Below
$21.16
|
0%
|
To the extent
that the Company’s Book Value Performance is greater than
$21.16 and less than $22.66, the Book Value Percentage payout will
be interpolated between the top and bottom of the applicable
Percentage Payout of Book Value Percentage range set forth
above.
7. Retirement,
Termination without Cause, Death or Disability.
a.
Retirement or Involuntary Termination without Cause
. If a Participant Retires during the Performance Period
or if a Participant’s employment is
involuntarily terminated by the Company or a Dominion
Company without Cause during the Performance Period and the
Participant would have been eligible for a payment if the
Participant had remained employed until the end of the Performance
Period, the Participant will receive a pro-rated payout of the
Participant’s Performance Grant multiplied by a fraction, the
numerator of which is the number of months from the Date of Grant
to the Participant’s termination of employment, and the
denominator of which is the number of months between the
Date of Grant and December 31, 2010. Payment will be
made after the end of the Performance Period at the time provided
in Section 4 based on the Performance Goal achievement approved by
the Committee. If the Participant Retires, however, no
payment will be made if the Company’s Chief Executive Officer
determines, in his sole discretion, that the Participant’s
Retirement is detrimental to the Company.
b.
Death or Disability . If a Participant dies or
becomes Disabled during the Performance Period, the Participant or,
in the event of the Participant’s death, the
Participant’s Beneficiary will receive a lump sum cash
payment equal to the product of (i) and (ii) where
|
|
|
is the
predicted performance used for determining the compensation cost
recognized by the Company for the Participant’s Performance
Grant for the latest financial stat
|
