Exhibit 10.28
Atmos Energy Corporation
Outside Directors Stock-for-Fee Plan
Effective February 8, 1995
Amended and Restated as of November 12, 1997
Atmos Energy Corporation
Outside Directors Stock-for-Fee Plan
(Amended and Restated as of November 12, 1997)
I. Plan Purpose
Section 1.1. Atmos Energy Corporation ("Atmos" or the "Company") hereby
establishes the Atmos Energy Corporation Outside Directors Stock-for-Fee
Plan (the "Plan"), which provides the non-employee directors of Atmos the
option to receive all or part of their Fees (as defined below) in Atmos
common stock. The purpose of this Plan is to increase the proprietary
interest of the Outside Directors in the Company's long-term prospects and
the strategic growth of its business.
II. Definitions
Section 2.1. "Board" or "Board of Directors" shall mean the Board of
Directors of Atmos Energy Corporation.
Section 2.2. "Common Stock" means the Company's no par value common
stock.
Section 2.3. "Election" means an Outside Director's delivery of
written notice of election to the Corporate Secretary of the Company
electing to receive his or her Fees or a portion thereof in the form of
Common Stock.
Section 2.4. "Fair Market Value" means, as of any specified date, the
closing price of a share of Common Stock of the Company as reported by the
New York Stock Exchange-Composite Transactions on that date. However, if
no trading in the Common Stock occurs on the New York Stock Exchange on
that date, the "Fair Market Value" shall mean the closing price as
reported on the immediately preceding date. In the event the Common Stock
is traded on an exchange other than the New York Stock Exchange, the Board
of Directors shall select a suitable substitute published stock quotation
system, which system shall be in compliance with all relevant regulatory
provisions.
Section 2.5. "Fees" means the annual retainer (paid in quarterly
installments) and meeting fees earned by an Outside Director for his or
her service as a member of the Atmos Board of Directors during a Fiscal
Year or portion thereof.
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Section 2.6. "Fiscal Year" means the 12-month period beginning October
1/st/ of any year and ending September 30th of the next year.
Section 2.7. "Outside Director" means a member of the Company's Board of
Directors who is not an employee of the Company.
Section 2.8. "Quarter" means the 3-month period beginning October 1,
January 1, April 1, or July 1 of each Fiscal Year.
III. Shares Authorized for Issuance
Section 3.1. A maximum of 50,000 shares of Common Stock may be issued
under the Plan. The Common Stock issued under the Plan may, at the option
of the Board of Directors, be either original issue by the Company or
purchased on the open market. In the event of any change in the number of
shares outstanding of Common Stock by reason of a stock split, stock
dividend, merger, consolidation, reorganization, or other similar change
in capitalization, the number or kind of shares that may be issued under
the Plan shall be automatically adjusted so that the proportionate
interest of the shares issuable under the Plan is maintained as before the
occurrence of such event.
IV. Administration
Section 4.1. Each Outside Director may elect to receive all or a portion
(in 25% increments) of his or her Fees in shares of Common Stock by
executing and delivering an election form to the Corporate Secretary of
the Company at least two weeks prior to the beginning of the Quarter in
order to be effective for Fees earned in that Quarter. Each Outside
Director must execute the election form previously approved by the
Corporate Secretary in order for such Election to be effective. The
election form is deemed delivered when received by the Corporate
Secretary.
Section 4.2. An Outside Director making an Election may designate a
beneficiary or beneficiaries who will receive any shares of Common Stock
owed to such Outside Director hereunder in the event of the Outside
Director's death.
Section 4.3. Each Outside Director may revoke or modify his or her
Election that is then currently in effect by executing and delivering a
written revocation/modification form, which must be delivered to the
Corporate Secretary at least two weeks prior
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to the beginning of the immediately succeeding Quarter, in order to be
effective for Fees earned in that Quarter. This form is deemed delivered
when received by the Corporate Secretary. In addition, each Outside
Director may make changes in the designation of a beneficiary at any time.
Section 4.4. An Election shall result in the deferral of the Common Stock
portion of the payment of the Fees earned in each Quarter for which the
Election is effective until the end of each such Quarter. Shares of
Common Stock shall be issued to the Outside Director as soon as possible
following the last business day of each such Quarter. The number of
shares of Common Stock issued in accordance with an Election shall be
equal to the amount of Fees that would have been paid to the Outside
Director during a Quarter divided by the Fair Market Value on the last
business day of such Quarter. Only whole numbers of shares of Common
Stock shall be issued; fractional shares shall be paid in cash. If the
Election is for only a portion of the Fees, the remaining portion of the
Fees to be paid in cash shall be paid at the time the cash payment would
normally be paid by the Company to the Outside Director.
Section 4.5. The Board of Directors shall be responsible for the
administration of the Plan. The Board of Directors, by majority action of
its members, is authorized to interpret the Plan, prescribe, amend, and
rescind rules and regulations relating to the Plan, provide for conditions
and assurances deemed necessary or advisable to protect the interests of
the Company, and make all other determinations necessary or advisable for
the administration of the Plan, but only to the extent not contrary to the
express provisions of the Plan. No member of the Board of Directors shall
be liable for any action or determination made in good faith. The
determinations, interpretations, and other actions of the Board of
Directors pursuant to the provisions of the Plan shall be binding and
conclusive for all purposes and on all persons.
V. Effective Date
Section 5.1. The Plan, as originally drafted, was approved and adopted by
a vote of the shareholders of the Company on February 8, 1995 and became
effective immediately upon such approval.
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VI. Amendment and Termination
Section 6.1. The Board of Directors of the Company may at any time
terminate, and from time to time may amend or modify the Plan, provided,
however, that no amendment or modification may become effective without
approval by the shareholders of the Company if shareholder approval is
required to enable the Plan to satisfy any applicable statutory or
regulatory requirements or if the Board of Directors, on advice of
counsel, determines that shareholder approval is otherwise necessary or
advisable.
IN WITNESS WHEREOF and as conclusive evidence of its adoption of this
Amended and Restated Directors Stock-for-Fee Plan, the Company has caused this
Plan to be duly executed this 12th day of November, 1997.
ATMOS ENERGY CORPORATION
By: /s/ Robert W. Best
-----------------------
Robert W. Best
Chairman, President and
Chief Executive Officer
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