What is the primary purpose of the amendment to Mr. Capps' employment agreement?

The primary purpose is to facilitate a smooth transition of management by extending the CEO's employment through the 2006 annual meeting and securing his advisory role as a consultant for three years post-retirement.

What compensation and benefits will Mr. Capps receive for his post-retirement consulting services?

Mr. Capps will receive $25,000 per month for consulting services. He will also be eligible for specific perquisites such as office space, secretarial support, IT, home security, an automobile allowance, country club dues, and use of the company aircraft, comparable to current executive officer benefits.

What are the key conditions related to the restricted stock grant awarded to Mr. Capps?

The restricted stock grant of 57,098 shares vests over three years. However, it can be forfeited if Mr. Capps fails to fulfill his responsibilities as an employee or consultant, or breaches the non-competition or non-solicitation provisions. Vesting is accelerated upon death or disability but not upon retirement.

How does the amendment affect Mr. Capps' eligibility for annual incentive awards?

While Mr. Capps remains eligible for the annual incentive award during his employment, if he resigns before January 1, 2006, he will receive a single lump sum cash payment equal to his 2005 target cash award in lieu of the annual award.

D 8-K: Material Agreements

Summary

This 8-K filing by Dominion Energy, Inc. (then Dominion Resources, Inc.) details an amendment to the employment agreement of CEO Thos. E. Capps, designed to ensure a smooth management transition. The agreement extends Mr. Capps' tenure as CEO through the 2006 annual meeting and includes a three-year consulting role post-retirement, with non-compete and non-solicitation clauses. This amendment aims to retain his expertise while facilitating leadership succession. The filing also outlines specific compensation and benefits related to this transition, including a significant restricted stock grant.

Key Highlights

1Amendment to CEO Thos. E. Capps' employment agreement approved by the Board of Directors.
2CEO employment extended through the 2006 annual meeting, or earlier voluntary retirement.
3Mr. Capps to serve as a consultant for three years post-retirement, subject to non-compete and non-solicitation agreements.
4Consulting services to be compensated at $25,000 per month.
5CEO eligibility for annual incentive awards modified; a lump sum payment equivalent to the 2005 target award if resignation occurs before January 1, 2006.
6A restricted stock grant of 57,098 shares awarded to Mr. Capps, vesting over three years.
7The restricted stock grant includes forfeiture conditions tied to fulfilling responsibilities and adherence to non-competition/non-solicitation clauses.

DOMINION ENERGY, INC 8-K Report, Material Agreement (May 31, 2005)

Summary

Key Highlights

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