Exhibit 10(xxv)
DOMINION RESOURCES, INC.
CASH INCENTIVE PLAN
Article I
DEFINITIONS
1.01. Affiliate means any "subsidiary corporation" or "parent corporation"
(within the meaning of Section 424 of the Internal Revenue Code of 1986, as
amended) of the Company.
1.02. Board means the Board of Directors of the Company.
1.03. Bonus Award means a bonus awarded under this Plan and which, subject to
such terms and conditions as may be prescribed by the Committee, entitles the
recipient to receive a cash payment from the Company.
1.04. Committee means the Organization and Compensation Committee of the Board.
1.05. Company means Dominion Resources, Inc.
1.06. Plan means this Dominion Resources, Inc. Cash Incentive Plan.
Article II
PURPOSES
This Plan is intended to provide incentive and reward to employees who
contribute to the success of the Company and its Affiliates by their invention,
ability, industry, loyalty or exceptional service. It is further intended that
this Plan assist the Company and its Affiliates in recruiting employees who will
contribute to its success in the manner described in the preceding sentence.
Article III
ADMINISTRATION
This Plan shall be administered by the Committee. The Committee shall
have full authority and discretion with respect to the determination of, and the
terms and conditions of, each Bonus Award consistent with the terms of the Plan.
The Committee shall have full authority to interpret all provisions of the Plan;
to adopt, amend, and rescind rules and regulations pertaining to the
administration of the Plan; and to make all other determinations necessary or
advisable for the administration of the Plan. The express grant in the Plan of
any specific power to the committee shall not be construed as limiting any power
or authority of the Committee. Any decision made, or action taken by the
Committee in or in connection with the administration of the Plan shall be final
and conclusive. No member of the Committee shall be liable for any act done in
good faith with respect to the Plan. All expenses of administering the Plan
shall be borne by the Company.
Article IV
ELIGIBILITY
Each employee of the Company or of any Affiliate shall be eligible for
consideration for a Bonus Award under such rules as may be established by the
Committee. Membership on the Board or on a committee of the Board shall not by
itself render a person eligible for a Bonus Award. Membership on the Committee
shall render a person ineligible for a Bonus Award.
Article V
BONUS AWARDS
5.01. Awards. The Committee shall designate employees to whom Bonus Awards are
made. Recommendations for Bonus Awards may be made to the Committee by the
person discharging the duties of chief executive officer of the Company under
such procedure as may from time to time be established by the Committee. All
Bonus Awards shall be finally determined exclusively by the Committee under the
procedures established by the Committee.
A Bonus Award may specify that the recipient shall, upon satisfaction of
any requirements or conditions established by the Committee, receive an amount
of cash. Alternatively, a Bonus Award may state that the recipient shall, upon
satisfaction of any requirements or conditions established by the Committee,
receive an amount of cash, the amount of which is determined in a manner
prescribed by the Committee.
5.02. Terms and Conditions. The Committee, at the time a Bonus Award is
made, shall specify the terms and conditions which govern the award. Such terms
and conditions may include, by way of example and not of limitation,
requirements that the recipient complete a specified period of employment with
the Company or an Affiliate or that the Company, an Affiliate, or the recipient
attain stated objectives or goals as a prerequisite to payment under a Bonus
Award. The Committee, at the time a Bonus Award is made, shall also specify when
amounts shall be payable under the Bonus Award.
Article VI
GENERAL PROVISIONS
6.01. Effect on Employment. Neither the adoption of this Plan, its operation,
nor any documents describing or referring to this Plan (or any part thereof)
shall confer upon any employee any right to continue in the employ of the
Company or in any way affect any right and power of the Company or an Affiliate
to terminate the employment of any employee at any time without assigning a
reason therefor.
6.02. Unfunded Plan. This Plan, insofar as it provides for Bonus Awards,
shall be unfunded, and the Company shall not be required to segregate any assets
that may at any time be represented by Bonus Awards under the Plan. Any
liability of the Company to any person with respect to any Bonus Awards under
this Plan shall be based solely upon any contractual obligations which may be
created pursuant to this Plan. No such obligation of the Company shall be deemed
to be secured by any pledge of, or other encumbrance on, any property of the
Company.
6.03. Rules of Construction. Headings are given to the articles and
sections of this Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation or other provision of law shall be
construed to refer to any amendment to or successor of such provision of law.
Article VII
AMENDMENT
The Board may amend or terminate this Plan from time to time; provided,
however, that no amendment shall, without an employee's consent, adversely
affect any rights of such employee under any Bonus Award outstanding at the time
such amendment is made.
Article VIII
EFFECTIVE DATE AND DURATION OF PLAN
Bonus Awards may be made under this Plan upon its adoption by the Board.
Bonus Awards may be made from time to time or at such times thereafter until the
Plan is terminated by the Board. Bonus Awards made before the termination of the
Plan shall remain valid in accordance with their terms.