Exhibit 10.1
QUESTAR CORPORATION
ANNUAL MANAGEMENT INCENTIVE PLAN
(As amended and restated effective October 26, 2000)
Paragraph 1. Name. The name of this Plan is the Questar
Corporation Annual Management Incentive Plan (the Plan).
Paragraph 2. Purpose. The purpose of the Plan is to provide
an incentive to officers and key employees of Questar Corporation
(the Company) for the accomplishment of major organizational and
individual objectives designed to further the efficiency,
profitability, and growth of the Company.
Paragraph 3. Administration. The Management Performance
Committee (Committee) of the Board of Directors 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.
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
the Company and for its major operating subsidiaries 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 the Company 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 the Company 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. For 1992
and subsequent years, participants who have a target bonus of
$10,000 or higher shall be paid all deferred portions of such bonus
with restricted shares of the Company's common stock under the
Company'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, 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 the Company's
qualified retirement plan. For the purpose of this Plan, disability
shall mean any termination of service that results in payments under
the Company'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 the Company'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.
A Change in Control of the Company shall be deemed to have
occurred if (i) any "Acquiring Person" (as such term is defined in
the Rights Agreement dated as of February 13, 1996, between the
Company 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 the Company representing 25 percent or more of the
combined voting power of the Company; or (ii) the following
individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, as of May 19,
1998, constitute the Company'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 the Company) whose
appointment or election by the Board or nomination for election by
the Company's stockholders was approved or recommended by a vote of
at least two-thirds of the directors then still in office who either
were directors on May 19, 1998, or whose appointment, election or
nomination for election was previously so approved or recommended;
or (iii) the Company's stockholders approve a merger or
consolidation of the Company or any direct or indirect subsidiary of
the Company with any other corporation, other than a merger or
consolidation that would result in the voting securities of the
Company 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 the Company 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 the Company (or similar transaction)
in which no person is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 25 percent or
more of the combined voting power of the Company's then outstanding
securities; or (iv) the Company'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 the Company
of all or substantially all of the Company's assets, other than a
sale or disposition by the Company 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 the Company in substantially the same proportions as
their ownership of the Company 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 the Company'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 Company's Board of
Directors, 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 Company's Board of Directors
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, 1984,
and shall remain in effect until it is suspended or terminated as
provided by Paragraph 12.
