Exhibit 10.1
PERFORMANCE SHARE GRANT #
WGL Holdings, Inc.
Omnibus Incentive Compensation Plan
Performance Share Award Agreement
TO:
(Participant)
You have been selected to be a
Participant in the WGL Holdings, Inc. Omnibus Incentive
Compensation Plan (the “Plan”). In accordance with the
Plan, you have been awarded certain Performance Shares, as
specified below:
Target Number of Performance Shares :
(the “Performance Shares”)
Performance Period:
to
(the “Performance Period”)
Performance Measure : Annualized Total Shareholder Return
(as determined below) compared to the Peer Group shown on
Exhibit A to this Agreement (the “Performance
Measure”).
THIS PERFORMANCE SHARE AWARD
AGREEMENT (this “Agreement”), effective
, provides terms and conditions of an award of Performance Shares
(the “Award”) to you, the Participant named above,
pursuant to the provisions of the Plan, and subject to terms and
conditions of this Agreement.
The Plan provides a complete
description of the terms and conditions governing the Performance
Shares. If there is any inconsistency between the terms of this
Agreement and the terms of the Plan, the Plan’s terms shall
completely supersede and replace the conflicting terms of this
Agreement. All capitalized terms have the meanings ascribed to them
in the Plan, unless otherwise indicated in this Agreement.
In accordance with this Agreement and
the Plan, the parties hereto agree as follows:
1. Performance Period .
The Performance Period commences on
, and ends on
.
This
document constitutes part of a prospectus covering securities which
have been registered under the Securities Act of 1933.
(DATE)
2. Value of Performance
Shares. Each Performance Share represents and has a value equal
to one share of common stock (the “Shares” or
“Stock”) of WGL Holdings, Inc. (the
“Company”).
3. Performance Shares and
Achievement of Total Shareholder Return Performance Measure .
The number of Performance Shares to be earned under this Agreement
is based upon the Company’s Total Shareholder Return as
compared to the Total Shareholder Return of the Company’s
Peer Group (as identified in Exhibit A) during the Performance
Period.
Total Shareholder Return shall be determined as
follows:
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Total
Shareholder
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Change in Stock Price + Dividends
Paid |
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Return
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Beginning Stock Price |
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Beginning Stock Price means the
average closing prices as reported on the New York Stock Exchange
(the “NYSE”) of one share of the Company’s common
stock for the thirty (30) trading days ending immediately
prior to the first calendar day of the Performance Period. Ending
Stock Price means the average of the closing prices on the NYSE of
one share of the Company’s common stock for the last thirty
(30) trading days prior to the end of the Performance Period.
Change in Stock Price means the difference between the Beginning
Stock Price and the Ending Stock Price. Dividends Paid means the
total of all dividends paid on one (1) share of stock during
the Performance Period, provided that dividends shall be treated as
though they are reinvested at the end of each calendar
quarter.
Following the Total Shareholder
Return determination, the Company’s Percentile Rank shall be
determined as follows:
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Percentile
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Company Rank (from the bottom) |
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Rank
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Total number of companies in Peer
Group |
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Including the Company |
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Company Rank shall be determined by
listing from highest Total Shareholder Return to lowest Total
Shareholder Return each company in the Peer Group (including the
Company) and counting up from the company with the lowest Total
Shareholder Return.
The percent of the targeted
Performance Shares earned shall then be determined based on the
following chart:
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Percent of |
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Target Award |
| Company’s Percentile Rank |
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Earned |
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90 th
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200 |
% |
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70 th
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150 |
% |
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50 th
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100 |
% |
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30 th
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50 |
% |
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Below 30th
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0 |
% |
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Interpolation shall be used to
determine the percent of targeted Performance Shares Earned in the
event the Company’s Percentile Rank does not fall directly on
one of the ranks listed in the above chart.
4. Termination of Employment
or Service. For purposes of this paragraph, the term
“Employer” means the Company or the Company’s
Subsidiary that employs the Participant, or to which the
Participant provides services, on the effective date of this
Agreement. Except as provided below, and subject to the provisions
of Section 5 of this Agreement relating to a Change of
Control, a Participant is eligible for payment of earned
Performance Shares, as specified in Section 3, only if the
Participant’s employment or service with the Employer
continues through the end of the Performance Period.
Subject to the provisions of
Section 5 of this Agreement relating to a Change of Control,
if a Participant terminates employment or services with the
Employer prior to the end of the Performance Period for any reason,
including voluntary or involuntary termination, death, disability
or retirement, the Human Resources Committee of the Board of
Directors of the Company (the “Committee”), in its sole
discretion, may determine that the Participant shall be eligible
for that proportion of the number of Performance Shares earned
under Section 3 for such Performance Period that his or her
number of full months of participation during the Performance
Period bears to the total number of months in the Performance
Period. In the event of the death of the Participant, the
Participant’s d
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