Summary
Dominion Resources, Inc. (now Dominion Energy) filed an 8-K on April 4, 2006, reporting on actions taken by its Organization, Compensation and Nominating (OCN) Committee on March 31, 2006. The primary focus of this filing is the approval of the 2006 Long-Term Compensation Program for officers. This program is designed to incentivize executive performance through a combination of restricted stock grants and cash-based performance grants, both tied to specific performance metrics. The filing also details an amendment to the Employment Continuity Agreements (ECAs) for officers. These amendments address changes in company policy regarding pro-rata vesting upon retirement, death, disability, or termination without cause, and ensure compliance with new IRS regulations for nonqualified deferred compensation. The changes clarify equity grant vesting based on individual grant terms and confirm that grants made before April 2006 will continue to fully vest upon a change in control.
Key Highlights
- 1Approval of the 2006 Long-Term Compensation Program for officers, effective March 31, 2006.
- 2The compensation program includes two equal components: a restricted stock grant and a cash-based performance grant.
- 3Restricted stock grants have a three-year cliff vesting period.
- 4Performance grants are contingent on achieving Total Shareholder Return (TSR) and Return on Invested Capital (ROIC) metrics.
- 5Payout for the performance grant is expected by March 2008, with the amount varying based on performance.
- 6Amendment to Employment Continuity Agreements (ECAs) for officers.
- 7ECAs updated to reflect changes in pro-rata vesting policies and comply with new IRS nonqualified deferred compensation rules.