As filed with the Securities and Exchange Commission on April 23, 1996
File No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DOMINION RESOURCES, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1229715
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
901 E. BYRD STREET, RICHMOND, VIRGINIA 23219
(804) 775-5700
(Address of principal executive office, including zip code)
DOMINION RESOURCES, INC. STOCK ACCUMULATION PLAN
FOR OUTSIDE DIRECTORS
(Full Title of the Plan)
L. R. Robertson, Senior Vice President
W. H. Riggs, Jr., Assistant Corporate Secretary
DOMINION RESOURCES, INC.
901 E. Byrd Street, Richmond, Virginia 23219
(Name and address of agent for service)
(804) 775-5700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE (*)
Title of Each Class Amount Proposed Proposed Amount of
of Securities to be to be Maximum Maximum Registration
Registered Registered Offering Aggregate Fee
Price Per Offering
Share Price
Common Stock, without par 400,000 $38.00 $15,200,000 $5,241
value . . . . . . . . . shares
__________
*Estimated solely for the purpose of determining the registration fee and
calculated in accordance with Rule 457 and based on the average of the high
and low prices reported on the New York Stock Exchange composite tape by The
Wall Street Journal for April 19, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Dominion Resources, Inc. (Dominion
Resources) with the Securities and Exchange Commission (the Commission) are
incorporated herein by reference and made a part hereof: (i) the Dominion
Resources' Annual Report on Form 10-K for the fiscal year ended December 31,
1995; and (ii) the description of the Dominion Resources' Common Stock (the
Common Stock) in the Dominion Resources' registration statement on Form 8-B
(Item 4), dated April 29, 1983, including any amendments and reports filed for
the purpose of updating such description.
In addition, all documents filed by Dominion Resources pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the Exchange Act), after the date of the Prospectus and prior to the filing
of a post-effective amendment that indicates that all securities offered
hereby have been sold or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into this registra-
tion statement and to be a part hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VI of Dominion Resources' Articles of Incorporation mandates
indemnification of its directors and officers to the full extent permitted by
the Virginia Stock Corporation Act (the Virginia Act) and any other
applicable law. The Virginia Act permits a corporation to indemnify its
directors and officers against liability incurred in all proceedings,
including derivative proceedings, arising out of their service to the
corporation or to other corporations or enterprises that the officer or
director was serving at the request of the corporation, except in the case
of willful misconduct or a knowing violation of a criminal law. Dominion
Resources is required to indemnify its directors and officers in all such
proceedings if they have not violated this standard.
In addition, Article VI of Dominion Resources' Articles of Incorporation
limits the liability of its directors and officers to the full extent permitted
by the Virginia Act as now and hereafter in effect. The Virginia Act places a
limit on the liability of a director or officer in derivative or shareholder
proceedings equal to the lesser of (i) the amount specified in the corporation's
articles of incorporation or a shareholder-approved bylaw; or (ii) the greater
of (a) $100,000 or (b) twelve months of cash compensation received by the
director or officer. The limit does not apply in the event the director or
officer has engaged in willful misconduct or a knowing violation of a criminal
law or a federal or state securities law. The effect of Dominion Resources'
Articles of Incorporation, together with the Virginia Act, is to eliminate
liability of directors and officers for monetary damages in derivative or
shareholder proceedings so long as the required standard of conduct is met.
The Company has purchased directors' and officers' liability insurance
policies. Within the limits of their coverage, the policies insure (1) the
directors and officers of the Company against certain losses resulting from
claims against them in their capacities as directors and officers to the extent
that such losses are not indemnified by the Company and (2) the Company to the
extent that it indemnifies such directors and officers for losses as permitted
under the laws of Virginia.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits:
4(i) -- Articles of Incorporation of Dominion Resources as in effect on
May 4, 1987 (Exhibit 3(i), Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-8489, incorporated by reference).
4(ii) -- Bylaws of Dominion Resources as in effect on September 21, 1994
(Exhibit 3(ii), Form 10-K for the fiscal year ended December 31,
1994, File No. 1-8489, incorporated by reference).
5 -- Opinion of Thomas F. Farrell, II, Esq., Vice President and
General Counsel of Dominion Resources, Inc. (filed herewith).
23(i) -- Consent of Deloitte & Touche LLP (filed herewith).
23(ii)-- Consent of Thomas F. Farrell, II, Esq. (included in Exhibit 5).
24 -- Powers of Attorney (included herein).
99 -- Dominion Resources, Inc. Stock Accumulation Plan for Outside
Directors (filed herewith).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of this offer.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 13(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
POWERS OF ATTORNEY
Each person whose signature appears below hereby authorizes either agent for
service named in the registration statement as attorney-in-fact, to sign on his
behalf individually and in each capacity stated below and file all amendments
and post effective amendments to the registration statement, and Dominion
Resources hereby confers like authority to sign and file on its behalf.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia, on the 23rd day
of April, 1996.
DOMINION RESOURCES, INC.
By /s/THOS. E. CAPPS
(Thos. E. Capps, Chairman of the Board
of Directors, President and Chief
Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated and on the 23rd day of April, 1996.
Signature Title
/s/JOHN B. ADAMS, JR. Director
John B. Adams, Jr.
/s/JOHN B. BERNHARDT
John B. Bernhardt Director
/s/THOS. E. CAPPS
Thos. E. Capps Chairman of the Board of Directors,
President (Chief Executive Officer)
and Director
/s/BENJAMIN J. LAMBERT, III
Benjamin J. Lambert, III Director
/s/RICHARD L. LEATHERWOOD
Richard L. Leatherwood Director
/s/HARVEY L. LINDSAY, JR.
Harvey L. Lindsay, Jr. Director
/s/K. A. RANDALL
K. A. Randall Director
/s/WILLIAM T. ROOS
William T. Roos Director
<PAGE>
Signature
/s/FRANK S. ROYAL
Frank S. Royal Director
/s/JUDITH B. SACK
Judith B. Sack Director
/s/S. DALLAS SIMMONS
S. Dallas Simmons Director
/s/ROBERT H. SPILMAN
Robert H. Spilman Director
/s/LINWOOD R. ROBERTSON
Linwood R. Robertson Senior Vice President
(Chief Financial Officer)
/s/J. L. TRUEHEART
J. L. Trueheart Vice President and Controller
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Exhibit Number Page
4(i) Articles of Incorporation as in effect
May 4, 1987 (Exhibit 3(i), Form 10-K for the
fiscal year ended December 31, 1993,
File No. 1-8489, incorporated by reference).
4(ii) Bylaws of Dominion Resources, Inc. as in effect
September 21, 1994 (Exhibit 3(ii), Form 10-K for
the fiscal year ended December 31, 1994,
File No. 1-8489, incorporated by reference).
5 Opinion of Thomas F. Farrell, II, Esq., Vice
President and General Counsel of Dominion
Resources, Inc. (filed herewith).
23(i) Consent of Deloitte & Touche LLP (filed herewith).
23(ii) Consent of Thomas F. Farrell, II, Esq., Vice
President and General Counsel of Dominion
Resources, Inc. (contained in Exhibit 5).
24 Powers of attorney (included herein).
99 Dominion Resources, Inc. Stock Accumulation Plan
for Outside Directors (filed herewith).
Exhibit 5
Dominion Resources, Inc.
P. O. Box 26532
Richmond, Virginia 23261
April 23, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Dear Sir/Madam:
With respect to the Registration Statement on Form S-8 of Dominion Resources,
Inc. in connection with the registration of 400,000 shares of Common Stock,
without par value (the Common Stock), which have been reserved for issuance
pursuant to the Dominion Resources, Inc. Stock Accumulation Plan for Outside
Directors (the Plan), I am of the opinion that the 400,000 shares of Common
Stock which are authorized for issuance under the Plan, when issued or sold in
accordance with the terms and provisions of the Plan, will be duly authorized,
legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/THOMAS F. FARRELL, II, ESQ.
Thomas F. Farrell, II, Esq.
Vice President and
General Counsel
Exhibit 23(i)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Dominion Resources, Inc. on Form S-8 of our report dated February 2, 1996,
incorporated by reference in the Annual Report on Form 10-K of Dominion
Resources, Inc. for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
Richmond, Virginia
April 22, 1996
Exhibit 99
DOMINION RESOURCES, INC.
STOCK ACCUMULATION PLAN FOR OUTSIDE DIRECTORS
DOMINION RESOURCES, INC. (the "Company"), hereby adopts the Dominion
Resources, Inc. Stock Accumulation Plan for Outside Directors.
1. Purpose and Background. This Stock Accumulation Plan for Outside
Directors (the "Plan") is designed to align the interests of the directors of
the Company and certain of its subsidiaries who are not employees of the
Company or its subsidiaries more closely with the interests of the Company's
shareholders by paying a portion of their compensation in units whose value is
based on the value of the Company's common stock. The Plan is intended to
advance the interests of the Company by providing these directors with an
incentive to remain in the service of the Company and to increase their
efforts for the success of the Company.
2. Definitions. Whenever used in the Plan, the following terms shall
have the meanings set forth below unless the context clearly requires a
different meaning:
(a) Account. Collectively a Participant's Stock Unit Account and
Dividend Account.
(b) Affiliate. Any corporation or business organization that is
under common control with the Company (as determined under Code section 414(b)
or (c)), or that is a member of an affiliated service group with the Company
(as determined under Code section 414(m)).
(c) Anniversary Date. The twelve-month anniversary of the date on
which an Outside Director is first elected or appointed to any Board as an
Outside Director. If an Outside Director who has previously received an award
under this Plan has a Cessation of Service and is subsequently elected or
appointed to a Board, the Anniversary Date for the Outside Director for
service after the reelection or reappointment shall be the twelve-month
anniversary of the date of the reelection or reappointment.
(d) Board or Boards. The Dominion Resources Board and the
respective boards of directors of the Participating Subsidiaries.
(e) Cessation of Service. The date on which an Outside Director
ceases to be an Outside Director on all of the Boards.
(f) Change of Control. For purposes of this Plan, a Change of
Control means:
(i) The acquisition by any unrelated person of beneficial
ownership (as that term is used for purposes of the Exchange Act)
of 20% or more of the then outstanding shares of Company Stock or
the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of
directors. The term "unrelated person" means any person other than
(x) the Company and its Subsidiaries, (y) an employee benefit plan
or trust of the Company or its Subsidiaries, and (z) a person who
acquires stock of the Company pursuant to an agreement with the
Company that is approved by the Dominion Resources Board in advance
of the acquisition, unless the acquisition results in the persons
who were directors of the Company before the acquisition ceasing to
constitute a majority of the Dominion Resources Board. For
purposes of this subsection, a "person" means an individual, entity
or group, as that term is used for purposes of the Exchange Act.
(ii) Approval by the shareholders of the Company of a
reorganization, merger, consolidation or other transaction
(collectively a "transaction") with respect to which the persons
who were the beneficial owners of the Company Stock and other
voting securities of the Company immediately prior to the
transaction do not, following the transaction, beneficially own,
directly or indirectly, more than 50% of the then outstanding
shares of the Company Stock (or the successor corporation) or the
combined voting power of the then outstanding voting securities of
the Company (or the successor corporation) entitled to vote
generally in the election of directors.
(iii) A liquidation or dissolution of the Company, or a sale or
other disposition of all or substantially all of the assets of the
Company (other than a transaction in which a Participating
Subsidiary ceases to be a Subsidiary).
(iv) As a result of any single or combination of the events
described in Section 2(f)(i), (ii) or (iii), individuals who,
before the first of such events, constituted the Board cease for
any reason to constitute at least a majority of the Board within
two (2) years of the last such event.
(v) With respect to an Outside Director on the board of
directors of a Participating Subsidiary, the Participating
Subsidiary ceases to be a Subsidiary of the Company, the Outside
Director ceases to be a member of all the Boards other than of the
Participating Subsidiary, and the terms of the transaction in which
the Participating Subsidiary ceased to be a Subsidiary do not
provide that the value of the benefits under the Plan for the
Outside Director will be guaranteed by the Participating Subsidiary
or a successor entity.
(g) Code. The Internal Revenue Code of 1986, as amended.
(h) Company. Dominion Resources, Inc., and any successor by merger
or otherwise.
(i) Company Stock. The common stock, no par value, of the
Company.
(j) Disability. A condition, resulting from bodily injury or
disease or mental impairment, that renders, and for a six consecutive month
period has rendered, an Outside Director unable to perform the duties of a
director. Disability shall be determined by a licensed medical physician
selected by the Dominion Resources Board.
(k) Dividend Account. The book account established and maintained
for each Outside Director to record the conversion of hypothetical dividends
and other distributions into Stock Units under Section 4 of the Plan.
(l) Dominion Resources Board. The board of directors of the
Company.
(m) Effective Date. January 1, 1996.
(n) Exchange Act. The Securities Exchange Act of 1934, as amended.
(o) Fair Market Value. The average of the closing trading prices
of a share of Company Stock, as reported in The Wall Street Journal, on the
last trading day of each of the three months immediately preceding the month
in which the determination of value is made.
(p) Outside Director. A director on any one of the Boards who is
not an employee of the Company or any of its Subsidiaries or Affiliates.
(q) Participating Subsidiary. Virginia Electric and Power
Company, Dominion Capital, Inc., Dominion Energy, Inc., or any other
Subsidiary which is directly and wholly owned by the Company.
(r) Plan. The Dominion Resources, Inc. Stock Accumulation Plan for
Outside Directors.
(s) Retainer. The annual base retainer paid to all Outside
Directors for service on a Board. The term "Retainer" shall not include
meeting fees, travel expenses, fees or additional retainer for service on
committees of a Board, and fees or additional retainer for service as chairman
of a Board. If an Outside Director is serving on more than one Board, the
highest annual retainer for any of the Boards shall be used. When an Outside
Director is first elected or appointed to a Board, the Retainer shall be the
annual retainer payable for a full year, even if the Outside Director serves
less than a full year.
(t) Retirement Date. The later of age 62 or the latest date on
which an Outside Director is required to resign from a Board in accordance
with the provisions of the directors' retirement policy for that Board as in
effect from time to time (if the Outside Director is a member of more than one
Board, the latest date for resignation on any of the Boards shall be used).
(u) Rule 16b-3. Rule 16b-3 of the Securities and Exchange
Commission promulgated under the Exchange Act. A reference in the Plan to
Rule 16b-3 shall include a reference to any corresponding rule (or number
redesignation) or any amendments to Rule 16b-3 enacted after the Effective
Date.
(v) Stock Unit. A hypothetical share of Company Stock. Each Stock
Unit credited to an Outside Director's Stock Unit Account or Dividend Account
shall be deemed to have the same value, from time to time, as a share of
Company Stock. Notwithstanding the foregoing, Stock Units shall not confer
upon Outside Directors any of the rights associated with Company Stock,
including, without limitation, the right to vote or to receive distributions.
Stock Units may not be sold, assigned, transferred, disposed of, pledged,
hypothecated or otherwise encumbered.
(w) Stock Unit Account. The book account established and
maintained for each Outside Director to record the Stock Units awarded to an
Outside Director under Section 3 of the Plan.
(x) Subsidiary. Any corporation that is a subsidiary corporation
of the Company (as determined under Code section 424(f)).
(y) Year of Service. A twelve-month period ending on an
Anniversary Date during which an Outside Director continuously serves on any
of the Boards. An Outside Director shall be credited with a Year of Service
in the year in which a Cessation of Service occurs if the period from the last
Anniversary Date until Cessation of Service is at least six (6) months.
3. Eligibility and Award of Stock Units.
(a) Each person who is an Outside Director on January 1, 1996 shall
receive an award of Stock Units as provided in this Section 3(a). The number
of Stock Units granted under the award shall be determined by (i) multiplying
the Outside Director's Retainer for 1995 by seventeen (17), and (ii) dividing
the result by the Fair Market Value of Company Stock determined as of April 1,
1996.
(b) Each Outside Director who is first elected or appointed to any
of the Boards after the Effective Date shall receive an award of Stock Units
as of the date of election or appointment. The number of Stock Units granted
under the award shall be determined by (i) multiplying the Outside Director's
Retainer for the first year of service on the Board by seventeen (17), and
(ii) dividing the result by the Fair Market Value of Company Stock as of the
date of election or appointment. An Outside Director who has previously
received an award of Stock Units under the Plan shall not receive another
award of Stock Units if the Outside Director is elected to another of the
Boards.
(c) This Section 3(c) shall apply if an Outside Director who has
previously received an award under this Plan has a Cessation of Service and
subsequently is elected or appointed to any of the Boards. If the Outside
Director was not fully vested in both the Stock Unit Account and the Dividend
Account at the Cessation of Service, the Outside Director shall receive an
award of Stock Units equal to the number of Stock Units in the Outside
Director's Account which were not distributable to the Outside Director due to
the Cessation of Service. The award shall be allocated between the Outside
Director's Stock Unit Account and the Dividend Account in the same amounts as
the Stock Units in those Accounts which were not distributable at the
Cessation of Service. If the Outside Director was fully vested in both the
Stock Unit Account and the Dividend Account at the Cessation of Service, the
Outside Director shall not receive any award under this Plan due to the
subsequent election or appointment of the Outside Director.
(d) The Stock Units awarded to an Outside Director under Section
3(a) or (b) shall be credited to the Director's Stock Unit Account. The Stock
Units credited to the Stock Unit Account shall vest in accordance with the
provisions of Section 5 and shall be payable in accordance with the provisions
of Sections 6 and 7.
4. Crediting of Dividends.
(a) The Stock Units credited to each Outside Director's Stock Unit
Account and Dividend Account shall be credited with hypothetical cash
dividends equal to the cash dividends that are declared and paid with respect
to Company Stock. The Company shall determine as of each record date the
amount of cash dividends to be paid with respect to a share of Company Stock,
and on the payment date of such dividend shall credit an equal amount of
hypothetical cash dividends to each Stock Unit credited to an Outside
Director's Stock Unit Account and Dividend Account. The total hypothetical
cash dividends credited to all Stock Units shall then be converted into Stock
Units by dividing such hypothetical cash dividends by the average of the high
and low trading prices of a share of Company Stock, as reported in The Wall
Street Journal for the last trading day before the day the Company pays
dividends with respect to Company Stock.
(b) The Stock Units credited to each Outside Director's Stock Unit
Account and Dividend Account shall be credited to account for any distribution
with respect to Company Stock other than cash dividends or stock dividends.
The Company shall determine as of each record date the amount of the
distribution to be paid with respect to a share of Company Stock, and on the
payment date of such distribution shall credit an equal amount of hypothetical
distribution to each Stock Unit credited to an Outside Director's Stock Unit
Account and Dividend Account. The total hypothetical distribution credited to
all Stock Units shall then be converted into a hypothetical cash amount based
on the market value of such distribution as determined by the Dominion
Resources Board. The hypothetical cash amount shall then be converted into
Stock Units by dividing such hypothetical cash amount by the closing trading
price of a share of Company Stock, as reported in The Wall Street Journal for
the last trading day before the day the Company makes the distribution with
respect to Company Stock.
(c) Stock Units allocated to an Outside Director pursuant to
Section 4(a) or (b) shall be credited to the Director's Dividend Account. The
Stock Units credited to the Dividend Account shall vest in accordance with the
provisions of Section 5 and shall be payable in accordance with the provisions
of Sections 6 and 7. Hypothetical dividends shall continue to be credited to
Stock Units and shall be converted into additional Stock Units pursuant to
this Section 4 until all of the Stock Units credited to an Outside Directors'
Stock Unit Account and Dividend Account under the Plan have been distributed.
5. Vesting.
(a) Except in the case of death, Disability, Change of Control,
attainment of Retirement Date or as provided in Section 5(g), an Outside
Director shall not be vested in the Stock Unit Account until the completion of
ten (10) Years of Service. Except as provided in Section 5(g), an Outside
Director shall vest in a portion of the Stock Unit Account in accordance with
the following schedule upon completion of the designated Years of Service:
Years of Service Portion Vested
10 10/17ths
11 11/17ths
12 12/17ths
13 13/17ths
14 14/17ths
15 15/17ths
16 16/17ths
17 17/17ths
(b) Except in the case of death, Disability, Change of Control,
attainment of Retirement Date or as provided in Section 5(g), an Outside
Director shall not be vested in the Dividend Account until the completion of
ten (10) Years of Service. Upon completion of ten (10) Years of Service, an
Outside Director shall be fully vested in the Dividend Account.
(c) If an Outside Director has a Cessation of Service on or after
the Outside Director's Retirement Date, but before completion of ten (10)
Years of Service, the Outside Director shall be fully vested in the Dividend
Account and shall be vested in a percentage of the Stock Unit Account equal to
the total Years of Service at the Cessation of Service (up to 17) divided by
seventeen (17).
(d) If an Outside Director has a Cessation of Service on account of
death or Disability, the Outside Director shall be fully vested in the
Dividend Account and shall be vested in a percentage of the Stock Unit Account
equal to the total Years of Service at death or Disability (up to 17) divided
by seventeen (17).
(e) After a Change of Control, an Outside Director shall be fully
vested in the Dividend Account and shall be vested in a percentage of the
Stock Unit Account equal to the total Years of Service at the date on which
the Outside Director has a Cessation of Service (up to 17) divided by
seventeen (17).
(f) An Outside Director will receive credit for Years of Service
from the date on which an Outside Director is first elected or appointed to
any Board as an Outside Director, including Years of Service before the
Effective Date, until a Cessation of Service.
(g) With respect to an award under Section 3(c), the following
provisions shall apply. If the Outside Director had completed less than ten
(10) Years of Service at a Cessation of Service, the Outside Director shall
receive credit for the Years of Service before the Cessation of Service and
the provisions of Section 5(a)-(f) shall apply. If the Outside Director had
completed ten (10) or more Years of Service at the Cessation of Service, the
Outside Director shall be fully vested in the Dividend Account and shall vest
in a percentage of the Stock Unit Account equal to (i) Years of Service after
the award is made under Section 3(c), divided by (ii) seventeen (17) minus the
Outside Director's Years of Service at the Cessation of Service.
(h) An Outside Director who is not vested in the Accounts at a
Cessation of Service shall receive no payment from the Plan.
6. Form of Payment of Accounts.
(a) Except as provided in Section 10(c), if an Outside
Director is entitled to receive payment of the Accounts, the Company shall
distribute to the Outside Director that number of whole shares of Company
Stock equal to the number of Stock Units to be distributed. Except as
provided in Section 10(c), if the Outside Director is entitled to receive
payment of only a portion of the total Stock Units credited to the Accounts,
the Company will distribute to the Outside Director that number of whole
shares of Company Stock that as nearly as possible equals, but does not
exceed, the portion of the Stock Units to be distributed.
(b) Distributions to an Outside Director shall be made in
accordance with one of the payment methods described below as elected by the
Outside Director pursuant to Section 6(c):
(i) Single lump sum payment;
(ii) Annual installment payments over a term of five (5)
years; or
(iii) Annual installment payments over a term of (10) years.
The amount of each annual installment payment shall be a pro rata portion of
the total number of Stock Units credited to an Outside Director's accounts as
of the date on which the installment payment is to be paid. For example, an
Outside Director who has elected to receive a distribution of the Accounts in
annual installments over five years will be paid one-fifth of the Accounts in
the first year, one-fourth of the remaining Accounts in the second year, one-
third in the third year, one-half in the fourth year, and the remaining
balance of the Accounts in the fifth year.
(c) An Outside Director shall elect one of the payment methods
described in Section 6(b) within thirty (30) days after the date of receipt of
an award of Stock Units under the Plan. The election must be made in writing
on a form provided by the Company and must be delivered to the Company. The
Outside Director may change the election of a payment method with a subsequent
election. To be valid, any subsequent election must be made at least one year
prior to the commencement date of a distribution under Section 7. Any
election of an optional payment method shall remain in effect until one year
after a revocation of the election or a subsequent election is made. If an
Outside Director has not elected the method in which the Accounts are to be
paid, the Accounts will be paid in a single lump sum payment. Any payment to
a beneficiary of an Outside Director shall be a single lump sum payment.
(d) Notwithstanding any other provision of this Plan to the
contrary, the Company shall not be required to issue or deliver any
certificate for shares of Company Stock before (i) the admission of such
shares to listing on any stock exchange on which the Company Stock may then be
listed, (ii) effectiveness of any required registration or other qualification
of such shares under any state or federal law or regulation that the Company's
counsel shall determine is necessary or advisable, and (iii) the Company shall
have been advised by counsel that all applicable legal requirements have been
fulfilled. Until the Outside Director has been issued a certificate for the
shares of Company Stock acquired, the Outside Director shall possess no
shareholder rights with respect to the shares.
7. Timing of Payment of Accounts.
(a) If an Outside Director has a Cessation of Service for
any reason other than death (including resignation, completion of an elected
term without reelection, attainment of Retirement Date or Disability), the
vested portions of the Accounts (if any) will be or begin to be distributed in
the method provided under Section 6 within sixty (60) days following the
Cessation of Service.
(b) If an Outside Director has a Cessation of Service on
account of death, the vested portions of the Accounts will be distributed to
the Outside Director's beneficiary in the method provided under Section 6
within sixty (60) days following the date of death.
8. Stock Reserved for the Plan. The aggregate number of shares of
Company Stock authorized for issuance under the Plan is four hundred thousand
(400,000), subject to adjustment pursuant to Section 10. Shares of Company
Stock delivered hereunder may be either authorized but unissued shares or
previously issued shares reacquired and held by the Company.
9. Fractional Shares. For purposes of determining the number of
Stock Units for initial grants under Section 3 and payments under Section 6,
fractional Stock Units shall be eliminated by rounding down to the nearest
whole Stock Unit. For purposes of crediting dividends under Section 4,
vesting under Section 5, and determining the number of Stock Units in a
Participant's Dividend Account, fractional Stock Units shall be maintained.
10. Effect of Stock Dividends and Other Changes to Company Stock.
(a) In the event of a stock dividend, stock split,
subdivision or consolidation of shares, spin-off, recapitalization,
reorganization or merger in which the Company is the surviving corporation or
other change in the Company's capital stock (including, but not limited to,
the creation or issuance to shareholders generally of rights, options or
warrants for the purchase of common stock or preferred stock of the Company),
the number and kind of shares of stock of the Company to be subject to the
Plan, the maximum number of shares which may be delivered under the Plan, and
other relevant provisions shall be automatically adjusted, subject to the
right of the Dominion Resources Board to make such further adjustment as it
shall deem necessary to effect the provisions of this Section 10. If the
adjustment would produce fractional shares, the fractional shares shall be
eliminated by rounding down to the nearest whole share.
(b) If an adjustment is made to stock of the Company under
Section 10(a), Stock Units also shall be automatically adjusted to the same
extent as if the Stock Unit were a share of Company Stock. If the adjustment
would produce fractional Stock Units, the fractional Stock Units shall be
eliminated by rounding down to the nearest whole Stock Unit.
(c) If the Company is a party to a consolidation or a merger
in which the Company is not the surviving corporation, a transaction that
results in the acquisition of substantially all of the Company's outstanding
stock by a single person or entity, or a sale or transfer of substantially all
of the Company's assets, the Dominion Resources Board, in its discretion, may
declare that all Stock Units granted hereunder shall pertain to and apply with
appropriate adjustment as determined by the Dominion Resources Board to
hypothetical securities of the resulting corporation to which a holder of the
number of shares of Company Stock would be entitled; provided, however, that
in the absence of any such determination, the right of an Outside Director to
receive shares of Company Stock pursuant to Section 6 of this Plan shall
terminate and the Company shall pay such Outside Director any amount payable
under the Plan in cash.
11. Interpretation and Administration of the Plan. This Plan shall
be self-administering; provided, however, that to the extent the Plan is not
self-administering, the Plan shall be administered, construed and interpreted
by the Dominion Resources Board, to the extent permitted by Rule 16b-3. The
Dominion Resources Board shall have all powers vested in it by the terms of
the Plan. Any decision of the Dominion Resources Board with respect to the
Plan shall be final, conclusive and binding upon all Outside Directors and
each of the Boards. The Dominion Resources Board may act by a majority of its
members, except that the members may authorize any one or more of their number
or any officer of the Company to execute and deliver documents on behalf of
the Dominion Resources Board. The Dominion Resources Board may consult with
counsel, who may be counsel to the Company, and shall not incur any liability
for action taken in good faith in reliance upon the advice of counsel. The
Corporate Secretary of the Company shall be authorized to take or cause to be
taken such actions of a ministerial nature as shall be necessary to effectuate
the intent and purposes of the Plan, including maintaining records of the
Accounts of Outside Directors and arranging for distributions of Accounts.
12. Outside Director Representations. By participating in the
Plan, an Outside Director represents and, if requested by the Company, shall,
at or before the time of the issuance of any shares of Company Stock, deliver
to the Company a written statement satisfactory in form and content to the
Company that the Outside Director intends to hold the shares so acquired for
investment and not with a view to resale or other distribution thereof to the
public in violation of the Securities Act of 1933, as amended (the "Securities
Act"). Moreover, in the event that the Company shall determine that, in
compliance with the Securities Act or other applicable statutes or
regulations, it is necessary to register any of the shares to be distributed
or to qualify any such shares for exemption from any of the requirements of
the Securities Act or any other applicable statute or regulation, no shares
shall be issued to the Outside Director until the required action has been
completed; provided, however, that the Company shall use its reasonable best
efforts to take all action necessary to comply with such requirements of law
or regulation.
13. Term of the Plan. The Plan shall become effective as of the
Effective Date upon adoption of the Plan by all the Boards; provided, however,
such effectiveness shall be subject to the approval of the Plan by the holders
of a majority of the voting power of the outstanding shares of the Company
Stock within twelve months of adoption by the Boards. The Plan shall
terminate on December 31, 2005 as to future grants, but the Boards may
terminate the Plan at any time prior to that date by action of all the Boards.
Such termination of the Plan by the Boards shall not alter or impair any of
the rights or obligations under any award of Stock Units, Stock Unit Account
balance, or Dividend Account balance unless the affected Outside Director
shall so consent. After termination of the Plan, no Outside Director shall be
entitled to receive any further award of Stock Units.
14. Amendments. By action of all the Boards, the Boards may from
time to time make such changes in and additions to the Plan as it may deem
appropriate; provided that, if and to the extent required by Rule 16b-3, no
change shall be made that changes the class of persons eligible to receive
Stock Units, or materially increases the benefits accruing to Outside
Directors under the Plan, unless such change is authorized by the shareholders
of the Company. To the extent required by Rule 16b-3, the Plan may not be
amended more often than every six months. The Boards may unilaterally amend
the Plan as they deem appropriate to ensure compliance with Rule 16b-3.
Except as provided in the preceding sentence, any change or addition to the
Plan shall not, without the consent of any Outside Director who is adversely
affected thereby, alter any Stock Unit awards previously made to the Outside
Director pursuant to the Plan.
15. Rights Under the Plan.
(a) The Plan is an unfunded deferred compensation
arrangement and there is no fund associated with this Plan. Title to and
beneficial ownership of all benefits described in the Plan shall at all times
remain with the Company. Participation in the Plan and the right to receive
payments under the Plan shall not give an Outside Director any proprietary
interest in the Company or any subsidiary, or in any of their assets. An
Outside Director shall, for all purposes, be a general creditor of the
Company.
(b) During the lifetime of an Outside Director, the
interests of an Outside Director under the Plan cannot be assigned,
anticipated, sold, encumbered or pledged and shall not be subject to the
claims of the Outside Director's creditors. In the event of an Outside
Director's death, an Outside Director's rights and interests under the Plan
shall be transferred to the Outside Director's beneficiary.
16. Beneficiary. An Outside Director may designate in writing on a
form provided by and delivered to the Company, one or more beneficiaries
(which may include a trust) to receive any payments that may become due under
the Plan after the death of the Outside Director. If an Outside Director
fails to designate a beneficiary, or no designated beneficiary survives the
Outside Director, any payments to be made with respect to the Outside Director
after death shall be made to the personal representative of the Outside
Director's estate.
17. Notice. All notices and other communications required or
permitted to be given under the Plan shall be in writing and shall be deemed
to have been duly given if delivered personally or mailed first class, postage
prepaid, as follows: (d) if to the Company, at its principal business
address, to the attention of the Corporate Secretary of the Company; (e) if to
any Outside Director, at the last address of the Outside Director known to the
sender at the time the notice or other communication is sent.
18. Interpretation and Construction. This Plan is intended to
comply with the provisions of Rule 16b-3 and shall be construed to so comply.
The terms of this Plan are subject to all present and future rulings of the
Securities and Exchange Commission with respect to Rule 16b-3. If any
provision of the Plan would cause the Plan to fail to meet the requirements of
Rule 16b-3, then that provision of the Plan shall be void and of no effect.
To the extent not inconsistent with the requirements of Rule 16b-3, the Plan
shall be construed and enforced according to the laws of the Commonwealth of
Virginia. Headings and captions are for convenience only and have no
substantive meaning. Reference to one gender includes the other, and
references to the singular and plural include each other.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed
this 22nd day of April, 1996.
DOMINION RESOURCES, INC.
/s/LINWOOD R. ROBERTSON
By: LINWOOD R. ROBERTSON
Title: Senior Vice President,
Treasurer (Chief Financial Officer)
and Corporate Secretary
