EXHIBIT 10.1
THE ATMOS ENERGY CORPORATION
RESTRICTED STOCK GRANT PLAN
Effective October 1, 1987
Restated as of November 9, 1994
THE ATMOS ENERGY CORPORATION
RESTRICTED STOCK GRANT PLAN
(Restated as of November 9, 1994)
I. PURPOSE OF PLAN
This Plan has been established to align the interest of its
participants more directly with those of the Company's
shareholders, to retain and attract managerial and professional
personnel of exceptional ability and to encourage strong
commitment to corporate objectives.
II. PLAN DEFINITIONS
All rights and conditions under this Plan are specified in
the following paragraphs subject to compliance with
applicable laws and regulations. As used in this Plan, the
following terms and phrases shall have the meanings ascribed
to them below:
A. "Administrator" shall mean the non-employee members of
the Board who qualify as disinterested administrators under the
provisions of Rule 16b-3 as promulgated by the Securities and
Exchange Commission and as may hereafter be amended from time to
time.
B. "Board" or "Board of Directors" shall mean the Board of
Directors of Atmos Energy Corporation.
C. "Common Stock" shall mean the common stock of Atmos
Energy Corporation.
D. "Company" shall mean Atmos Energy Corporation and
Subsidiaries.
E. "Disability" shall mean such total and permanent
disability as qualifies the participant for benefits under the
Company's Long-Term Disability Plan covering the participant at
the time.
F. "Fair Market Value" with regard to the Restricted Stock
on a particular date shall mean the closing price of the Common
Stock as reported in the Southwest edition of The Wall Street
Journal for that date, or if no prices are quoted for that date,
on the last preceding date for which such prices of Common Stock
are so quoted. In the event "NASDAQ Over-The-Counter Markets"
cease to be reported as such or in the event the Common Stock of
the Company is traded over a different exchange, a new,
appropriate published stock quotation system shall be selected by
the Committee, consistent with appropriate regulatory provisions.
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G. "Plan" shall mean the Atmos Energy Corporation
Restricted Stock Grant Plan as evidenced in this document and any
amendments hereto.
III. ELIGIBILITY
The participants in the Plan shall be such employees of the
Company as may be selected from time to time by the Administrator
in its discretion. Directors of the Company who are not also
employees of the Company shall not be eligible to participate in
this Plan. In order to receive Restricted Stock, participants
must not, at the time the grant of Restricted Stock is made, be
subject to any agreement with the Company that restricts the
acquisition of shares of Common Stock of the Company.
IV. STOCK SUBJECT TO PLAN
The stock subject to this Plan shall consist of shares of
the Company's Common Stock to which the restrictions specified in
Section V(F) are attached. This stock is hereafter referred to
as "Restricted Stock". The total number of shares of Restricted
Stock, subject to adjustment as provided in Section XII, that may
be awarded by the Company under this Plan shall not be more than
900,000 shares. Restricted Stock awarded under this Plan shall,
in the sole discretion of the Board of Directors, consist of
either previously issued shares purchased on the open market or
shares purchased from the Company as original issue shares or
treasury shares.
V. TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS
Each share of Restricted Stock awarded under this Plan shall
be subject to the following restrictions:
A. Shares of Restricted Stock awarded to a Plan
participant may not be sold, transferred, pledged, hypothecated,
encumbered, or otherwise alienated in any manner, whether
voluntarily, by operation of law, or otherwise, until the
restrictions on such shares are removed pursuant to this Plan and
said shares are delivered to the participant.
B. Shares of Restricted Stock awarded to a Plan
participant will be forfeited if, prior to the removal of
restrictions on Stock awarded hereunder, the recipient terminates
employment for any reason other than death, disability, or
retirement.
C. At the time and on the date of a participant's death,
disability, or retirement while employed by the Company, all
restrictions placed on each share of Restricted Stock awarded to
that participant shall be removed and such shares shall be
delivered to the participant or to his legal representatives,
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beneficiaries, or heirs. From and after such date, the
participant or the participant's estate, personal representative
or beneficiary, as the case may be, shall have full rights of
transfer or resale with respect to such stock subject to
applicable state and federal regulations.
D. Stock certificates representing the number of shares of
Restricted Stock granted to an employee of the Company shall be
registered in the employee's name, but the certificates
representing any shares of Restricted Stock shall be held in the
custody of the Company for the participant's account. All
dividends and distributions (other than stock dividends and
distributions) on shares held in the custody of the Company shall
be paid to the participant, however, regardless of the fact that
the shares are being held in behalf of the participant. Any new,
additional, or different shares or securities issued (due to a
stock split, stock dividend, or other stock distribution) with
respect to Restricted Stock previously awarded under the Plan
shall be held by the Company as Restricted Stock for the
participant's account and shall have the same restrictions as the
underlying Restricted Stock with respect to which such new,
additional, or different shares or securities were issued. At
such time as restrictions are removed from any portion of the
Restricted Stock held by the Company for the participant,
certificates representing such shares shall be delivered free of
all restrictions to the participant or to the participant's legal
representatives, beneficiaries, or heirs.
E. Additional grants of Restricted Stock after the initial
grant may have restriction provisions different from those
provided in Section VI. If such is the case, the award of such
stock will be conditioned upon the acceptance by the participant
of such different provisions.
F. Each certificate issued in respect of shares of
Restricted Stock granted to a participant under this Plan shall
bear the following (or similar) legend:
"The transferability of this certificate and the shares
of stock represented hereby are subject to the terms and
conditions (including forfeitures) contained in The Atmos Energy
Corporation Restricted Stock Grant Plan. A copy of the Plan is
on file in the office of Atmos Energy Corporation, 1800 Three
Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240."
VI. REMOVAL OF RESTRICTIONS
A participant who receives a Restricted Stock award pursuant
to this Plan shall be entitled to delivery of shares free and
clear of all restrictions, if such participant is an employee of
the Company at the time [subject to the provisions of Section
V(C) hereof, according to the following schedule:
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Percentage of Original
Completed Years of Service Grant Delivered
After Date of Grant to Participant
3 25%
4 25%
5 25%
6 25%
Notwithstanding the foregoing provisions, each participant
shall, in the event of a Change of Control of the Company,
receive free of restriction all Restricted Stock granted to the
participant on or before the effective date of such Change of
Control. As used in this Plan, a "Change in Control" of the
Company shall be deemed to have occurred if:
A. any "person" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the
Company representing 33-1/3% or more of the combined voting power
of the Company's then outstanding securities; or
B. during any period of two consecutive years individuals
who at the beginning of such period constitute the Board of
Directors and any new director (other than a director designated
by a person who has entered into an agreement with the Company to
effect a transaction described in clauses A or C of this
paragraph) whose election by the Board of Directors or nomination
for election by the Company's shareholders was approved by a vote
of at least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of the period
or whose election or nomination for election was previously so
approved, cease for any reason to constitute a majority thereof;
or
C. the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity)
at least 60% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the
shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.
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VII. STOCK WITHHOLDING REQUIREMENT
Upon the removal or lapse of the restrictions on any
Restricted Stock, the number of shares issuable by the Company to
the participant shall be reduced by an amount (i) not less than
the amount necessary to satisfy the participant's federal, state,
and local tax withholding obligations (including FICA
requirements) arising from the removal or lapse of the
restrictions on the Restricted Stock and (ii) not more than an
amount equal to the value of the Restricted Stock on which the
restrictions were removed or lapsed as of the date of such
removal or lapse multiplied by the participant's maximum marginal
tax rate as of such date.
VIII. FORFEITED SHARES
If shares of Restricted Stock are forfeited according to the
terms of this Plan, such shares may be added back to the number
of shares available for issuance under the Plan only to the
extent that no dividends from the forfeited shares were paid to
the forfeiting participant.
IX. RIGHTS OF RECIPIENTS AS SHAREHOLDERS
Except as otherwise provided in the Plan, a recipient of a
Restricted Stock grant under this Plan shall have all of the
rights of a shareholder of the Company with respect to such
shares of Restricted Stock, including the right to vote such
shares and receive the dividends and other distributions paid or
made with respect to such shares in accordance with Section V(D)
above.
X. ADMINISTRATION OF THE PLAN
The Administrator shall have full authority to manage and
control the operation and administration of the Plan. Action
taken by the Administrator with respect to the Plan shall be
taken upon the affirmative vote of a majority of the directors
constituting the Administrator.
The Administrator shall have the power to construe and
interpret this Plan in accordance with its terms and to establish
and amend the rules and regulations for its administration. All
determinations of the Administrator shall be final and shall not
be subject to appeal.
The Administrator shall designate those employees of the
Company and its Subsidiaries who are eligible to participate in
the Plan subject to the provisions of Section III and shall
designate the amounts of Restricted Stock to be granted.
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XI. AMENDMENT AND TERMINATION
The Board of Directors in its discretion may terminate the
Plan at any time with respect to any shares of Restricted Stock
which have not theretofore been granted. The Board of Directors
shall have the right to alter or amend the Plan or any part
thereof from time to time; provided, that no change in any
Restricted Stock theretofore granted may be made which would
impair the rights of the grantee without the consent of such
grantee; and provided, further, that the Board of Directors may
not make any alteration or amendment which would materially
increase the benefits accruing to participants under the Plan,
materially increase the aggregate number of shares which may be
issued pursuant to the provisions of the Plan, change the class
of employees eligible to receive grants under the Plan, withdraw
the administration of the Plan from the Administrator, or permit
any non-employee member of the Board to be eligible to receive a
grant under the Plan without the approval of the stockholders of
the Company.
XII. ADJUSTMENT UPON CHANGES IN STOCK
If there shall be any change in the Common Stock subject to
the Plan or to any Restricted Stock granted thereunder, through
subdivision, combination, or reclassification of shares, or
through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split or other change in the corporate
structure, appropriate adjustment shall be made by the Board of
Directors in the aggregate number of shares subject to the Plan.
XIII. NO EMPLOYMENT RIGHTS
The adoption of the Plan does not confer upon any employee
of the Company or a Subsidiary any right to continue employment
with the Company or Subsidiary, as the case may be, nor does it
interfere in any way with the right of the Company or a
Subsidiary to terminate the employment of any of its employees at
any time.
IN WITNESS WHEREOF, and as conclusive evidence of its
adoption of this Restated Plan, the Employer has caused this Plan
to be duly executed as of November 9, 1994.
ATMOS ENERGY CORPORATION
By: /s/Ronald L. Fancher
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Ronald L. Fancher, President
and Chief Executive Officer
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