Exhibit 10.1
QUESTAR REGULATED SERVICES COMPANY,
QUESTAR GAS COMPANY, AND
QUESTAR PIPELINE COMPANY
ANNUAL MANAGEMENT INCENTIVE PLAN
(As Amended and Restated Effective October 26, 2000)
Paragraph 1. Name. The name of this Plan is the Annual
Management Incentive Plan (the Plan) for Questar Regulated Services
Company, Questar Gas Company, and Questar Pipeline Company
(collectively referred to as Regulated Services).
Paragraph 2. Purpose. The purpose of the Plan is to provide
an incentive to officers and key employees of Regulated Services for
the accomplishment of major organizational and individual objectives
designed to further the efficiency, profitability, and growth of
Regulated Services.
Paragraph 3. Administration. The Management Performance
Committee (Committee) of the Board of Directors of Questar
Corporation (Questar) shall have full power and authority to
interpret and administer the Plan. Such Committee shall consist of
no less than three disinterested members of the Board of Directors.
Recommendations made by the Committee shall be reviewed by the
Boards of Directors of participating employers.
Paragraph 4. Participation. Within 60 days after the
beginning of each year, the Committee shall nominate Participants
from the officers and key employees for such year. The Committee
shall also establish a target bonus for the year for each
Participant expressed as a percentage of base salary or specified
portion of base salary. Participants shall be notified of their
selection and their target bonus as soon as practicable.
Paragraph 5. Determination of Performance Objectives. Within
60 days after the beginning of each year, the Committee shall
establish target, minimum, and maximum performance objectives for
Regulated Services and for its affiliates and shall determine the
manner in which the target bonus is allocated among the performance
objectives. The Committee shall also recommend a dollar maximum for
payments to Participants for any Plan year. The Board of Directors
shall take action concerning the recommended dollar maximum within
60 days after the beginning of the Plan year. Participants shall be
notified of the performance objectives as soon as practicable once
such objectives have been established.
Paragraph 6. Determination and Distribution of Awards. As
soon as practicable, but in no event more than 90 days after the
close of each year during which the Plan is in effect, the Committee
shall compute incentive awards for eligible participants in such
amounts as the members deem fair and equitable, giving consideration
to the degree to which the Participant's performance has contributed
to the performance of Regulated Services and its affiliated
companies and using the target bonuses and performance objectives
previously specified. Aggregate awards calculated under the Plan
shall not exceed the maximum limits approved by the Board of Directors
for the year involved. To be eligible to receive a payment, the Participant
must be actively employed by Regulated Services or an affiliate as of the
date of distribution except as provided in Paragraph 8.
Amounts shall be paid (less appropriate withholding taxes
and FICA deductions) according to the following schedule:
Award Distribution Schedule
Percent of
Award Date
Initial Award 75% As soon as possible after initial award is
(First Year of determined
Participation)
25 One year after initial award is
determined
100%
Subsequent Awards 50% As soon as possible after award is
determined
25 One year after award is determined
25 Two years after award is determined
100%
Paragraph 7. Restricted Stock in Lieu of Cash.
Participants who have a target bonus of $10,000 or higher shall be
paid all deferred portions of such bonus with restricted shares of
Questar's common stock under Questar's Long-Term Stock Incentive
Plan. Such stock shall be granted to the participant when the
initial award is determined, but shall vest free of restrictions
according to the schedule specified above in Paragraph 6.
Paragraph 8. Termination of Employment.
(a) In the event a Participant ceases to be an employee
during a year by reason of death, disability or approved retirement,
an award, or a reduction in force, if any, determined in accordance
with Paragraph 6 for the year of such event, shall be reduced to
reflect partial participation by multiplying the award by a fraction
equal to the months of participation during the applicable year
through the date of termination rounded up to whole months divided
by 12.
For the purpose of this Plan, approved retirement shall mean
any termination of service on or after age 60, or, with approval of
the Board of Directors, early retirement under Questar's qualified
retirement plan. For the purpose of this Plan, disability shall
mean any termination of service that results in payments under
Questar's long-term disability plan.
A reduction in force, for the purpose of this Plan, shall mean any
involuntary termination of employment due to the Company's economic
condition, sale of assets, shift in focus, or other reasons
independent of the Participant's performance.
The entire amount of any award that is determined after the death
of a Participant shall be paid in accordance with the terms of
Paragraph 11.
In the event of termination of employment due to disability,
approved retirement, or a reduction in force, a Participant shall be
paid the undistributed portion of any prior awards in his final
paycheck or in accordance with the terms of elections to voluntarily
defer receipt of awards earned prior to February 12, 1991, or
deferred under the terms of Questar's Deferred Compensation Plan.
In the event of termination due to disability, approved retirement,
or a reduction in force, any shares of common stock previously
credited to a Participant shall be distributed free of restrictions
during the last month of employment. The current market value
(defined as the closing price for the stock on the New York Stock
Exchange on the date in question) of such shares shall be included
in the Participant's final paycheck. Such Participant shall be paid
the full amount of any award (adjusted for partial participation)
declared subsequent to the date of such termination within 30 days
of the date of declaration. Any partial payments shall be made in
cash.
(b) In the event a Participant ceases to be an employee during
a year by reason of a change in control, he shall be entitled to
receive all amounts deferred by him prior to February 12, 1991, and
all undistributed portions for prior Plan years. He shall also be
entitled to an award for the year of such event as if he had been an
employee throughout such year. The entire amount of any award for
such year shall be paid in a lump sum within 60 days after the end
of the year in question. Such amounts shall be paid in cash.
For the purpose of this Plan, a "change in control" shall be
deemed to have occurred if (i) any Acquiring Person (as that term is
used in the Rights Agreement dated February 13, 1996, between
Questar and ChaseMellon Shareholder Services, L.L.C. ("Rights
Agreement")) is or becomes the beneficial owner (as such term is
used in Rule 13d-3 under the Securities Exchange Act of 1934) of
securities of Questar representing 25 percent or more of the
combined voting power of Questar, or (ii) the following individuals
cease for any reason to constitute a majority of the number of
directors then serving as directors of Questar: individuals who, as
of May 19, 1998, constitute Questar's Board of Directors (Board) and
any new director (other than a director whose initial assumption of
office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation,
relating to the election of directors of Questar) whose appointment
of election by the Board or nomination for election by Questar's
stockholders was approved or recommended by a vote of at least
two-thirds of the directors when still in office who either were
directors on May 19, 1998, or who appointment, election or
nomination for election was previously so approved or recommended;
or (iii Questar stockholders approve a merger or consolidation of
Questar or any direct of indirect subsidiary of Questar with any
other corporation, other than a merger of consolidation that would
result in the voting securities of Questar outstanding immediately
prior to such merger or consolidation continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) at least
60 percent of the combined voting power of the securities of Questar
or such surviving entity or its parent outstanding immediately after
such merger or consolidation, or a merger or consolidation effected
to implement a recapitalization of Questar (or similar transaction)
in which no person is or becomes the beneficial owner, directly or
indirectly, of securities of Questar representing 25 percent or more
of the combined voting power of Questar's then outstanding
securities; or (iv) Questar's stockholders approve a plan of
complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by Questar of
all or substantially all of Questar's assets, other than a sale of
disposition by Questar of all or substantially all of the Company's
assets to an entity, at least 60 percent of the combined voting
power of the voting securities of which are owned by stockholders of
Questar in substantially the same proportion as their ownership of
Questar immediately prior to such sale. A change in control,
however, shall not be considered to have occurred until all
conditions precedent to the transaction, including but not limited
to, all required regulatory approvals have been obtained.
Paragraph 9. Interest on Previously Deferred Amounts. Amounts
voluntarily deferred prior to February 12, 1991, shall be credited
with interest from the date the payment was first available in cash
to the date of actual payment. Such interest shall be calculated at
a monthly rate using the typical rates paid by major banks on new
issues of negotiable Certificates of Deposit in the amounts of
$1,000,000 or more for one year as quoted in The Wall Street Journal
on the Thursday closest to the end of the month or other published
source of rates as identified by Questar Corporation's Treasury
department.
Paragraph 10. Coordination with Deferred Compensation
Plan. Some Participants are entitled to defer the receipt of their
cash bonuses under the terms of Questar's Deferred Compensation
Plan, which became effective November 1, 1993. Any cash bonuses
deferred pursuant to the Deferred Compensation Plan shall be
accounted for and distributed according to the terms of such plan
and the choices made by the Participant.
Paragraph 11. Death and Beneficiary Designation. In the event
of the death of a Participant, any undistributed portions of prior
awards shall become payable. Amounts previously deferred by the
Participant, together with credited interest to the date of death,
shall also become payable. Each Participant shall designate a
beneficiary to receive any amounts that become payable after death
under this Paragraph or Paragraph 8. In the event that no valid
beneficiary designation exists at death, all amounts due shall be
paid as a lump sum to the estate of the Participant. Any shares of
restricted stock previously credited to the Participant shall be
distributed to the Participant's beneficiary or, in the absence of a
valid beneficiary designation, to the Participant's estate, at the
same time any cash is paid.
Paragraph 12. Amendment of Plan. The Boards of Directors
for the participating employers, at any time, may amend, modify,
suspend, or terminate the Plan, but such action shall not affect the
awards and the payment of such awards for any prior years. The
Boards of Directors for the participating employers cannot terminate
the Plan in any year in which a change of control has occurred
without the written consent of the Participants. The Plan shall be
deemed suspended for any year for which the Board of Directors has
not fixed a maximum dollar amount available for award.
Paragraph 13. Nonassignability. No right or interest of any
Participant under this Plan shall be assignable or transferable in
whole or in part, either directly or by operation of law or
otherwise, including, but not by way of limitation, execution, levy,
garnishment, attachment, pledge, bankruptcy, or in any other manner,
and no right or interest of any Participant under the Plan shall be
liable for, or subject to, any obligation or liability of such
Participant. Any assignment, transfer, or other act in violation of
this provision shall be void.
Paragraph 14. Effective Date of the Plan. The Plan shall be
effective with respect to the fiscal year beginning January 1, 1997,
and shall remain in effect until it is suspended or terminated as
provided by Paragraph 12. This Plan replaces the individual plans
previously adopted by Questar Gas and Questar Pipeline that became
effective January 1, 1984. Plan participants who previously
received awards under predecessor plans or any other Annual
Management Incentive Plan adopted by an affiliate shall be treated
as ongoing participants for purposes of the distribution schedule in
Paragraph 6.
