Exhibit 10(xxvi)
DOMINION RESOURCES, INC.
LONG-TERM INCENTIVE PLAN
ARTICLE I
DEFINITIONS
1.01 Affiliate means any entity that is (I) a member of a controlled
group of corporations as defined in code section 1563(a), determined without
regard to Code sections 1563(a)(4) and 1563(e)(3)(C), of which the Company
is a member according to Code section 414(b); (ii) an unincorporated trade
or business that is under common control with the Company, as determined
according to Code section 414(c); or (iii) a member of an affiliated service
group of which the Company is a member according to Code section 414(m).
1.02 Agreement means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of an Option or Restricted Stock award granted to such
Participant.
1.03 Board means the Board of Directors of the Company.
1.04 Code means the Internal Revenue Code of 1986 and any amendments
thereto.
1.05 Committee means the Organization and Compensation Committee of the
Board.
1.06 Common Stock means the Common Stock of the Company.
1.07 Company means Dominion Resources, Inc.
1.08 Fair Market Value means, on any given date, the closing price of a
share of Common Stock as reported on the New York Stock Exchange composite
tape on such day or, if the Common Stock was not traded on the New York
Stock Exchange on such day, then on the next preceding day that the Common
Stock was traded on such exchange, all as reported by such source as the
Committee may elect.
1.09 Option means a stock option that entitles the holder to purchase from
the Company a stated number of shares of Common Stock at the price set forth in
an Agreement.
1.10 Participant means an employee of the Company or of an Affiliate,
including an employee who is a member of the Board, who satisfies the
requirements of Article IV and is selected by the Committee to receive an
Option, a Restricted Stock award, or both.
1.11 Plan means the Dominion Resources, Inc. Long-Term Incentive Plan.
1.12 Restricted Stock means shares of Common Stock awarded to a
Participant under Article IX. Shares of Common Stock shall cease to be
Restricted Stock when, in accordance with the terms of the applicable
agreement, they become transferable and free of substantial risks of
forfeiture.
ARTICLE II
PURPOSES
The Plan is intended to foster and promote the long-term growth and
financial success of the Company and its Affiliates by assisting the Company
in recruiting and retaining key employees with ability and initiative by
enabling employees who contribute significantly to the Company or an
Affiliate to participate in its future success and to associate their interests
with those of the Company. The proceeds received by the Company from the
sale of Common Stock pursuant to this Plan shall be used for general corporate
purposes.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall have
authority to grant Options and award Restricted Stock upon such terms (not
inconsistent with the provisions of this Plan) as the Committee may consider
appropriate. Such terms may include conditions (in addition to those contained
in this Plan) on the exercisability of all or any part of an Option or on the
transferability or forfeitability of Restricted Stock. In addition, the
Committee shall have complete authority to interpret all provisions of this
plan; to prescribe the form of Agreements; 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 this
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 or in connection with the
administration of this Plan shall be final and conclusive. No member of the
Committee shall be liable for any act done in good faith with respect to this
Plan or any Agreement, Option, or Restricted Stock award. All expenses of
administering this Plan shall be borne by the Company.
ARTICLE IV
ELIGIBILITY
4.01 General. Any employee of the Company or of any Affiliate (including
any corporation that becomes an Affiliate after the adoption of this Plan) who,
in the judgment of the Committee, has contributed significantly or can be
expected to contribute significantly to the profits or growth of the Company
or an Affiliate may receive one or more Options, Restricted Stock awards, or
both. Directors of the Company who are employees are eligible to participate in
this Plan. A person who is a member of the Committee may not be granted Options
and may not be awarded shares of Restricted Stock under this Plan while he is
a member of the Committee.
4.02 Grants. The Committee will designate individuals to whom Options and
Restricted Stock awards are to be granted and will specify the number of shares
of Common Stock subject to each grant. All Options and Restricted Stock awards
granted under this Plan shall be evidenced by Agreements which shall be
subject to applicable provisions of this Plan and to such other provisions as
the Committee may adopt.
ARTICLE V
SHARES SUBJECT TO PLAN
Upon the exercise of any Option or the award of Restricted Stock, the
Company may deliver to the Participant authorized but unissued Common Stock.
The maximum aggregate number of shares of Common Stock that may be issued
pursuant to the exercise of Options and the award of Restricted Stock under
this Plan is 2,500,000, subject to adjustment as provided in Article XI. If
an Option is terminated, in whole or in part, for any reason other than its
exercise, the number of shares of Common Stock allocated to the Option or
portion thereof may be reallocated to other Options and Restricted Stock
awards to be granted under this Plan. Any shares of Restricted Stock that
are forfeited may be reallocated to other Options or Restricted Stock awards
to be granted under this Plan.
ARTICLE VI
OPTION PRICE
The price per share of Common Stock purchased on the exercise of an
Option shall be determined by the Committee on the date of grant.
ARTICLE VII
EXERCISE OF OPTIONS
7.01 Maximum Option Period. No Option shall be exercisable after the
expiration of ten years from the date the Option was granted. The Committee,
at the time of grant, may direct that an Option be exercisable for a period
less than such maximum period.
7.02 Nontransferability. Any Option granted under this Plan shall be
nontransferable except by will or by the laws of descent and distribution.
During the lifetime of the Participant to whom the Option is granted, the
Option may be exercised only by the Participant. No right or interest of a
Participant in any Option shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.
7.03 Employee Status. In the event that the terms of any Option provide
that it may be exercised only during employment or within a specified period
of time after termination of employment, the Committee may decide in each
case to what extent leaves of absence for governmental or military service,
illness, temporary disability, or other reasons shall not be deemed
interruptions of continuous employment.
ARTICLE VIII
METHOD OF EXERCISE OF OPTIONS
8.01 Exercise. Subject to the provisions of Articles VII and XII, an
Option may be exercised in whole at any time or in part from time to time
at such times and in compliance with such requirements as the Committee shall
determine. An Option granted under this Plan may be exercised with respect
to any number of whole shares less than the full number for which the Option
could be exercised. Such partial exercise of an Option shall not affect the
right to exercise the Option from time to time in accordance with this Plan
with respect to remaining shares subject to the Option.
8.02 Payment. Unless otherwise provided by the Agreement, payment of
the Option price shall be made in cash or a cash equivalent acceptable to the
Committee. If the Agreement provides, payment of all or part of the Option
price may be made by surrendering shares of Common Stock to the Company. If
Common Stock is used to pay all or part of the Option price, the shares
surrendered must have a Fair Market Value (determined as of the day preceding
the date of exercise) that is not less than such price or part thereof.
8.03 Shareholder Rights. No Participant shall, as a result of receiving
any Option, have any rights as a shareholder until the date he exercises such
Option.
ARTICLE IX
RESTRICTED STOCK
9.01 Award. In accordance with the provisions of Article IV, the
Committee will designate individuals to whom an award of Restricted Stock
is to be made and will specify the number of shares of Common Stock covered
by the award.
9.02 Vesting. The Committee, on the date of the award, may prescribe
that the Participant's rights in the Restricted Stock shall be forfeitable
or otherwise restricted for a period of time set forth in the Agreement. By
way of example and not limitation, the restrictions may postpone
transferability of the shares or may provide that the shares will be forfeited
if the Participant separates from the service of the Company and its
Affiliates before the expiration of a stated term.
9.03 Shareholder Rights. Prior to their forfeiture in accordance with
the terms of the Agreement and while the shares are Restricted Stock, a
Participant will have all rights of a shareholder with respect to Restricted
Stock, including the right to receive dividends and vote the shares; provided,
however, that (i) a Participant may not sell, transfer, pledge, exchange,
hypothecate, or otherwise dispose of Restricted Stock, (ii) Dominion
Resources, Inc. shall retain custody of the certificates evidencing shares of
Restricted Stock, and (iii) the Participant will deliver to Dominion Resources,
Inc. a stock power, endorsed in blank, with respect to each award of Restricted
Stock. The limitations set forth in the preceding sentence shall not apply
after the shares cease to be Restricted Stock.
ARTICLE X
CHANGE IN CONTROL
10.01 Options. Each Option that is outstanding on a Change in Control
Date shall be exercisable in whole or in part on that date and thereafter
during the remainder of the option period stated in the Agreement. In lieu of
exercising an Option, a Participant may elect, by written notice to the
Company within sixty days after the Change in Control Date, to receive, in
exchange for the cancellation of the Option or any portion thereof, a cash
payment equal to the difference between the Fair Market Value of the number
of shares for which the Option is cancelled and the aggregate option price
of those shares.
10.02 Restricted Stock. A Participant's interest in Restricted Stock shall
be nonforfeitable and transferable as of a Change in Control Date. A
Participant may elect, by written notice to the Company within sixty days after
the Change in Control Date, to receive, in exchange for shares that were
Restricted Stock immediately before the Change in Control, a cash payment
equal to the Fair Market Value of the shares surrendered.
10.03 Change in Control. A Change in Control occurs if, after the date
of the Agreement, (i) any person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, becomes the owner or
beneficial owner of Company securities having 20% or more of the combined
voting power of the then outstanding Company securities that may be cast for
the election of the Company's directors (other than as a result of an issuance
of securities initiated by the Company, or open market purchases approved by
the Board, as long as the majority of the Board approving the purchases is the
majority at the time the purchases are made); or (ii) as the direct or indirect
result of, or in connection with, a cash tender or exchange offer, a merger or
other business combination, a sale of assets, a contested election, or any
combination of these transactions, the persons who were directors of the
Company before such transactions cease to constitute a majority of the
Company's Board, or any successor's board, within two years of the last of
such transactions; or (iii) with respect to a Participant employed by an
Affiliate, and event occurs with respect to the employer such that, after the
event, the employer is no longer an Affiliate and the Participant is no longer
employed by the Company or an Affiliate. For purposes of this Agreement, the
Control Change Date is the date on which an event described in (i), (ii), or
(iii) occurs. If a Change in Control occurs on account of a series of
transactions, the Control Change Date is the date of the last of such
transactions.
ARTICLE XI
ADJUSTMENT UPON CHANGE IN COMMON STOCK
Should the Company effect one or more stock dividends, stock split-ups,
subdivisions or consolidations of shares or other similar changes in
capitalization, then the maximum number of shares as to which Options and
Restricted Stock awards may be granted under this Plan shall be proportionately
adjusted and the terms of Options and Restricted Stock awards shall be adjusted
as the Committee shall determine to be equitably required. Any determination
made under this Article XI by the Committee shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property or for
labor or services, either upon direct sales or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to,
Options or Restricted Stock awards.
ARTICLE XII
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Option shall be exercisable, no Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment
shall be made under this Plan except in compliance with all applicable
federal and state laws and regulations (including, without limitation,
withholding tax requirements) and the rules of all domestic stock exchanges
on which the Company's share may be listed. The Company shall have the right
to rely on an option of its counsel as to such compliance. Any share
certificate issued to evidence Common Stock for which an Option is exercised
or Restricted Stock awarded may bear such legends and statements as the
Committee may deem advisable to assure compliance with federal and state laws
and regulations. No Option shall be exercisable, no Common Stock shall be
issued, no certificate for shares shall be delivered, and no payment shall be
made under this Plan until the Company has obtained such consent or approval
as the Committee may deem advisable from regulatory bodies having jurisdiction
over such matters.
ARTICLE XIII
GENERAL PROVISIONS
13.01 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 an Affiliate 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 with or without assigning a reason therefor.
13.02 Unfunded Plan. The Plan, insofar as it provides for grants, shall
be unfunded, and neither the Company nor any Affiliate shall be required to
segregate any assets that may at any time be represented by grants under this
Plan. Any liability of the company or an Affiliate to any person with respect
to any grant under this Plan shall be based solely upon any contractual
obligations that may be created pursuant to this Plan. No such obligation of
the Company or an Affiliate shall be deemed to be secured by any pledge of,
or other encumbrance on, any property of the Company or an Affiliate.
13.03 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 law.
ARTICLE XIV
AMENDMENT
The Board may amend or terminate this Plan from time to time; provided,
however, that no amendment may become effective until shareholder approval
is obtained if the amendment (i) materially increases the aggregate number
of shares that may be issued pursuant to Options and Restricted Stock awards,
(ii) materially increases the benefits accruing to Participants under the Plan,
or (iii) materially changes the class of employees eligible to become
Participants. No amendment shall, without a Participant's consent, adversely
affect any rights of such Participant under any Option or Restricted Stock
award outstanding at the time such amendment is made.
ARTICLE XV
DURATION OF PLAN
No Option or Restricted Stock award may be granted under this Plan
after January 15, 1997. Options and Restricted Stock awards granted before that
date shall remain valid in accordance with their terms.