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Exhibit
10.2
DOMINION RESOURCES,
INC.
EXECUTIVE STOCK
PURCHASE TOOL KIT
Effective September 1,
2001
Amended and Restated
December 16, 2005
TABLE OF CONTENTS
Page
1.
Purpose
1
2
Eligibility
1
3.
Participation
1
4.
Bonuses under the Programs
1
5.
Bonus Exchange Program
1
6.
Dominion Direct Program
2
7.
Effective Date of the Tool Kit
2
8.
Termination, Modification, Change
2
9.
Administration of the Tool Kit
2
10.
Notice
2
11.
Definitions
3
DOMINION RESOURCES,
INC.
EXECUTIVE STOCK
PURCHASE TOOL KIT
Purpose. The
purpose of this Dominion Resources, Inc. Executive Stock Purchase
Tool Kit (the "Tool Kit") is to encourage and facilitate ownership
of Dominion Resources, Inc. (the "Company") common stock by the
executives of the Company and certain of its subsidiaries. The Tool
Kit is established in conjunction with the Dominion Resources, Inc.
2005 Incentive Compensation Plan. The Tool Kit contains programs
that the employee can use to build his or her ownership in Company
Stock.
Eligibility.
An employee of the Company or a Subsidiary is eligible to
participate who:
is subject to the Company's Stock Ownership Guidelines, and
is not in compliance with their Guideline Level for any reason
approved by the Administrator, including (i) being newly hired or
promoted into an officer position; (ii) having a higher Guideline
Level due to a promotion, to an increase in salary, or (iii) a
change in Guideline Level due to stock price fluctuations.
Once a Participant has reached the
Guideline Level, generally the Participant must cease participation
in any of the Programs. An employee's participation in the Tool Kit
shall not obligate the Company or a Subsidiary to pay any
particular salary or to continue the employment of a Participant.
Additional qualifications may apply for each Program.
Participation. To become a Participant, an eligible employee
must satisfy the requirements to participate in the Program (or
Programs) of his or her choice. The agreements and other documents
required under the Tool Kit shall be in such form and shall be
submitted at such times and to such individuals as specified by the
Administrator. No eligible employee is required to participate in
the Tool Kit. The Participant shall complete, sign and submit all
agreements and other documents as may be required by the
Administrator relating to the desired Program.
Bonuses under the Programs. Each of the Programs provides for a bonus to
be awarded to the Participant, subject to certain limitations. All
of the bonuses under the Programs cease when the Participant has
reached the Guideline Level.
Bonus Exchange Program. Participants may acquire Company Stock through
the Bonus Exchange Program as described in this Section 5.
Under the provisions of the Incentive Compensation Plan, a
Participant may elect to receive a percentage (up to 100%) of an
annual cash incentive plan award as Goal-Based Stock. The elected
percentage will be paid in a combination of Goal-Based Stock and
cash. The cash portion will equal the Applicable Taxes on the
1
elected percentage and any partial
share with the remainder in Goal-Based Stock.
When a Participant makes an election under Section 5(a), an
additional payment will be made to the Parti
