Exhibit 10.1






Exhibit 10.1




PIEDMONT NATURAL GAS COMPANY

EXECUTIVE LONG-TERM INCENTIVE PLAN

(Adopted by the Board of Directors August 22, 2003)




(Approved by the Shareholders February 27, 2004)




(As revised through February 27, 2004)




[CORRECTED VERSION FILED WITH U.S. SECURITIES AND EXCHANGE COMMISSION JUNE 9, 2008]




1.0 Purpose. The purpose of the Piedmont Natural Gas Company Executive Long-Term Incentive Plan
(the “Plan”) is to provide executives and other key employees (the “Executives”) of Piedmont
Natural Gas Company, Inc. and its subsidiaries (the “Company”) with incentive compensation
conditioned upon the achievement of financial and other performance objectives, including
controlling costs, promoting energy efficiency, providing good customer service, and promoting
safety.



2.0 Awards.



2.1 The Board of Directors (the “Board”) of the Company may grant awards of units (“Units”) each
year in such amounts and to such of the eligible Executives as it may determine in its sole
discretion (subject to the limitation in Section 4.0 below).



Except as otherwise provided herein, awards will be distributed only after the end of a performance
period (“Performance Period”) of two or more years beginning with the year in which the awards are
granted. The Performance Period is to be set by the Board for each year’s awards.



The percentage of the Units awarded under this Section 2.1 or credited pursuant to Section 6.0 that
will be distributed to Executives shall depend on the levels of financial performance and other
performance objectives achieved during each year of the Performance Period; provided that the Board
may adopt one or more performance categories or eliminate all performance categories other than
financial performance. Financial performance shall be based on the consolidated results of the
Company and its subsidiaries prepared on the same basis as the financial statements published for
financial reporting purposes and determined in accordance with Section 10.1. Other performance
categories adopted by the Board shall be based on measurements of performance as the Board shall
deem appropriate; provided that the Board, if it determines in its sole discretion that it is
necessary or advisable under the circumstances, may determine that distribution of awards to
persons employed shall be based on financial performance and other performance categories, if any.



Distributions of the Units awarded will be based on financial performance with results from other
performance categories applied as a factor, not exceeding one, against financial results. The
annual financial and other performance results will be averaged over the Performance Period and
translated into percentage factors according to graduated criteria established by the Board for the
entire Performance Period. The resulting percentage factors shall determine the percentage of Units
to be distributed.



No distributions of Units, based on financial performance and other performance, shall be made if a
minimum average percentage of the applicable measurement of performance, to be



 









 




established by the Board, is not achieved for the Performance Period. The performance levels
achieved for each Performance Period and percentage of Units to be distributed shall be
conclusively determined by the Board.




2.2 Persons granted awards under the Plan are called “Participants”. The percentage of Units
awarded which Participants become entitled to receive based on the levels of performance will be
determined as soon as practicable after each Performance Period and are called “Retained Units”.



2.3 The distribution of a Participant’s Retained Units will begin after the number of Retained
Units for each Performance Period is determined. The distribution will be in the form of a
combination of shares and cash, consisting of a number of the Company’s common shares (the
“Shares”) equal to fifty percent (50%) (or such greater percentage as the Participant may elect) of
the number of Retained Units and cash equal to the value (determined
in accordance with Section 8.6) of the remainder of the Retained Units. Units that were awarded but to which
Participants do not become entitled will be cancelled.



2.4 Notwithstanding any other provision in the Plan, the Board, if it determines in its sole
discretion that it is necessary or advisable under the circumstances, may adopt rules pursuant to
which Executives by virtue of hire, promotion or upgrade, or transfer from another company in which
the Company has or had a direct or indirect ownership interest, or special individual
circumstances, may be granted the total award of Units or any portion thereof, with respect to one
or more Performance Periods that began in prior years and at the time of the awards have not yet
been completed.



2.5 A Participant who (i) is age sixty-five (65) or older at the end of a Performance Period or
(ii) retired at least one year before the end of the period under the Company’s standard retirement
policies may elect, in accordance with this Section 2.5, to receive Shares and cash to which he
becomes entitled under Section 2.3 in the form of a lump sum distribution. An election to receive a
lump sum distribution must be submitted in writing to the Plan Administrator no later than one year
before the end of the applicable Performance Period and becomes irrevocable on the last day on
which it could have been made. Distributions in accordance with this Section 2.5 will be made as
soon as practicable after the determination of the number of Retained Units to which the
Participant is entitled.



3.0 Eligibility.



3.1 Eligibility is extended to employees of the Company who are in active service at the time
awards are granted and who are determined by the Board to be eligible for awards under the Plan.
Employees are not rendered ineligible by reason of being a member of the Board of the Company. The
Board may grant awards to employees on leave of absence and to employees absent on account of
disability and receiving Sickness or Accident Disability Benefits who at the time such leave of
absence or disability commenced would have been eligible, subject to such conditions, if any, as
the Board may establish.



4.0 Limitations.



4.1 The aggregate number of Units which may be awarded to all Participants under this Plan in any
year shall not exceed 1/2 of 1% of the total number of Shares outstanding at the time the Units are
awarded. No award of Units to a Participant shall entitle the Participant to any right as a
stockholder of the Company.



The aggregate number of Shares which may be issued in respect of Units awarded to all Participants
under this Plan shall not exceed 567,826 Shares.



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5.0 Special Distribution Rules.



5.1 Death. In case of the death of a Participant prior to the end of any Performance Period,
whether before or after any event set forth in 5.2 below, the number of Units awarded to the
Participant for such Performance Period shall be reduced pro rata based on the number of months
remaining in the Performance Period after the month of death. The remaining Units, reduced in the
discretion of the Board to the percentage indicated by the levels of performance achieved prior to
the date of death, if any, shall be distributed within a reasonable time after death. All other
Units awarded to the Participant for such Performance Period shall be canceled.



5.2 Retirement/Disability. If a Participant terminates employment prior to the end of any
Performance Period under circumstances entitling the Participant to a pension or benefit under any
of the following plans, the Units awarded under this Plan and not yet distributed shall be prorated
to the end of the month in which such termination occurs and distributed at the end of the
Performance Period based upon the Company’s performance for such period. The plans referenced above
include:



5.21 Normal or Early Retirement Benefits as specified in the Company’s Defined Benefit Pension
Plan; and



5.22 Pensions or benefits of a similar type substituted under any such plan or a plan substituted
for, or supplementing, any such plan.



Absence of a Participant prior to the end of any Performance Period under circumstances not
outlined above and entitling the Participant to Sickness Allowance and/or Long Term Disability
Benefits under the Company’s plan, or to a benefit of a similar type substituted under or for or
supplementing any such plan, or a benefit under a plan which the Company determines to be
comparable, shall not affect Units previously granted under the Plan.



5.3 Resignation, Leave of Absence, Other Termination. In case of any other termination of
employment or any leave of absence of a Participant, prior to the end of any Performance Period,
all Units awarded to the Participant with respect to any such Performance Period shall be
immediately forfeited and canceled.



5.4 Dismissal. All Units awarded to a Participant and not previously distributed shall be forfeited
and canceled if the Participant is discharged by the Company for cause or the Board determines that
the Participant engaged in misconduct in connection with the Participant’s employment with the
Company. All Units awarded to a Participant and not previously distributed in accordance with the
Plan shall be forfeited and canceled in their entirety if the Participant, without the consent of
the Company, and while employed by the Company or after termination of such employment and prior to
distribution of all such Units, becomes associated with, employed by, renders services to, consults
with, acquires ownership of more than five percent of any class of stock of, or acquires beneficial
ownership of more than five percent of the earnings or profits of any corporation, partnership,
proprietorship, trust, or other entity which in the Board’s judgment competes directly or through
any affiliate with the Company or any subsidiary in any of their lines of business. The provisions
of this subsection 5.4 shall be effective with respect to each Participant to the extent not
prohibited by applicable law.



5.5 Change of Control. In the event of involuntary termination of a participant in connection with,
or at any time following, any Change of Control of the Company, the participant shall be entitled
to the number of units awarded for a performance period, reduced in proportion to the number of
months remaining in the performance period after the date of termination. In connection with this
Agreement, the term “Change in Control” shall mean (1) the adoption of a plan of merger or
consolidation of the Company with any other corporation or business



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association of any type as a result of which the holders of the voting capital stock of the Company
as a group would receive less than 50% of the voting capital stock of the surviving or resulting
corporation; and (2) the acquisition of more than 20% of the voting capital stock of the Company by
any Person within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended. The term “Person” means any individual or a corporation, partnership, trust, limited
liability company, association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed herein.



5.6 Promotion. Upon promotion to a position or between positions deemed by the Board to be in the
eligible group, the Board may award to the Participant the total Units, or any portion thereof,
which are associated with the new position for the current Performance Period.



5.7 Demotion. Notwithstanding any other provision of the Plan, the Board may reduce or eliminate
awards to a Participant who has been demoted, and where circumstances warrant, may permit continued
participation, proration or early distribution, or a combination thereof, of awards which would
otherwise be canceled.



6.0 Dividend Equivalent Units. On each record date for dividends on Common Stock, an amount equal
to the dividend payable on one share of Common Stock will be determined and disbursed to each
participant (the “Dividend Equivalent”) on or near the payment date to each participant for each
Unit which has been awarded to the participant and not distributed or canceled, but only for those
Units awarded to participants under Award Number Five or Units awarded under Award Number Six to
those participants who have retired or become disabled before February 1, 2004 such that they were
entitled to a pension or benefit as specified in Section 5.2.



7.0 Adjustments.



7.1 In the event of any stock dividend or split, recapitalization, merger, consolidation,
combination or exchange of shares, distribution to shareholders, spin-off to shareholders,
significant disposition of assets or other similar corporate change, the Board shall be authorized
to make such adjustments, if any, that it deems appropriate in the number or kind of Units
previously awarded or which may thereafter be awarded, and the performance levels previously
established under Section 2.0 for any Performance Period not then completed; any and all such
adjustments to be conclusive and binding upon all parties concerned.



7.2 If an extraordinary change occurs during a Performance Period which significantly alters the
basis upon which the performance levels were established under Section 2.0 for that Performance
Period, to avoid distortion in the operation of the Plan, the Board may make adjustments in such
performance levels to preserve the incentive features of the Plan, whether before or after the end
of the Performance Period, to the extent it deems appropriate in its sole discretion, which
adjustments shall be conclusive and binding upon all parties concerned. Such changes may include,
without limitation, adoption of, or changes in, accounting practices, tax laws and regulatory or
other laws or regulations; economic changes not in the ordinary course of business cycles; weather
conditions; or compliance with judicial decrees or other legal authorities.



8.0 Other Conditions.



8.1 No person shall have any claim to be granted an award under the Plan and there is no obligation
for uniformity of treatment of eligible employees or Participants under the Plan. Awards under the
Plan may not be assigned or alienated.



8.2 Neither the Plan nor any action taken hereunder shall be construed as giving to any employee
the right to be retained in the employ of the Company.



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8.3 The Company shall have the right to deduct from any distribution or payment in cash under the
Plan, and the Participant or other person receiving Shares under the Plan shall be required to pay
to the Company, any federal, state or local taxes required by law to be withheld with respect to
such distribution or payment. The number of Shares to be distributed to any individual Participant
may be reduced by the number of Shares equivalent in value to the cash necessary to pay any
withholding tax where the cash to be distributed is not sufficient to pay such tax or the
Participant may deliver to the corporation cash sufficient to pay such taxes.



8.4 Any distribution of Shares may be delayed until the requirements of any applicable laws or
regulations or any stock exchange requirements are satisfied. The Shares distributed under the Plan
shall be subject to such restrictions and conditions on disposition as counsel for the Company
shall determine to be desirable or necessary under applicable law.



8.5 In accordance with the provision of Section 2.3 herein, all Units awarded shall be distributed
in the form of a lump sum distribution following the successful completion of each Performance
Period as determined by the Board.



8.6 The value of Units distributed, whether in the form of Shares of Common Stock or in cash, shall
be the closing sales price of the Shares on the New York Stock Exchange on the date of
distribution.



8.7 Notwithstanding any other provision of the Plan, no distributions of Units shall be made if at
the time a distribution would otherwise have been made:



8.71 The regular quarterly dividend on any outstanding common or preferred Shares of the Company
has been omitted and not subsequently paid or there exists any default in payment of dividends on
any such outstanding Shares,



8.72 Estimated consolidated net income of the Company for the twelve-month period preceding the
month the distribution would otherwise have been made is less than the sum of the amount of the
awards eligible for distribution under the Plan in that month plus all dividends applicable to such
period on an accrual basis, either paid, declared or accrued at the most recently paid rate, on all
outstanding preferred and common Shares of the Company, or



8.73 The distribution would result in a default in any agreement by which the Company is bound.



9.0 Designation of Beneficiaries. A Participant may designate a beneficiary or beneficiaries to
receive all or part of the amounts to be distributed to the Participant under the Plan in case of
death. A designation of beneficiary may be replaced by a new designation or may be revoked by the
Participant at any time. A designation or revocation shall be on a form to be provided for that
purpose and shall be signed by the Participant and delivered to the Company prior to the
Participant’s death. In case of the Participant’s death, the amounts to be distributed to the
Participant under the Plan with respect to which a designation of beneficiary has been made (to the
extent it is valid and enforceable under applicable law) shall be distributed in accordance with
the Plan to the designated beneficiary or beneficiaries. The amount distributable to a Participant
upon death and not subject to such a designation shall be distributed to the Participant’s estate.
If there shall be any question as to the legal right of any beneficiary to receive a distribution
under the Plan, the amount in question may be paid to the estate of the Participant, in which event
the Company shall have no further liability to anyone with respect to such amount.



10.0 Plan Administration.



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10.1 The Compensation Committee of the Board shall have full power to administer and interpret the
Plan and to establish rules for its administration. The determination of financial performance
achieved for any Performance Period may but need not be adjusted to reflect extraordinary financial
items and adjustments or restatements of the financial statements, in the discretion of the Board
making such determination. Any such determination shall not be affected by subsequent adjustments
or restatements. The Board, the Compensation Committee of the Board and any other designated
Committee of the Board in making any determination under the Plan shall be entitled to rely on
opinions, reports or statements of officers or employees of the Company and of counsel, public
accountants and other professional or expert persons.



10.2 The selection of Participants and granting of awards to eligible employees and all other
determinations or actions required or permitted to be made by the Board, including administration
and interpretation, shall be made by the Compensation Committee or, if the Compensation Committee
is not comprised of two or more members of the Board who are `Non-employee Directors’ as defined in
Rule 16b-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, by
another committee of the Board that is so comprised.



10.3 The Plan shall be governed by the laws of the State of North Carolina and applicable federal
law.



11.0 Claims and Appeals. Any claim under the Plan by a Participant or anyone claiming through a
Participant shall be presented to the Compensation Committee of the Board in the case of
Participants employed by the Company. Any person whose claim under the Plan has been denied may,
within sixty days after receipt of notice of denial, submit to the Board a written request for
review of the decision denying the claim. Compensation Committee of the Board shall determine
conclusively for all parties all questions arising in the administration of the Plan.



12.0 Modification or Termination of Plan. The Board may modify or terminate the Plan, provided that
no modification shall adversely affect the rights of Participants with respect to awards previously
granted under the Plan and upon termination, the Plan shall continue to apply with respect to
awards previously granted. Any such modification shall be effective at such date as the Board may
determine. Without the approval or ratification of the holders of the Shares, no modification shall
materially increase the benefits accruing to Participants under the Plan, materially increase the
number of Units which may be issued under the Plan, increase the number of Shares which may be
issued in respect of Units awarded under the Plan (except, in either case, pursuant to the
adjustment provision in Section 7.0), change the class of employee eligible to participate in the
Plan or withdraw the administration of the Plan from the Compensation Committee of the Board.



The Vice President — Human Resources of the Company (or any successor to that Officer’s
responsibilities) with the approval of the Vice President, Corporate Counsel & Secretary of the
Company (or any successor to that officer’s responsibilities) shall be authorized to make minor or
administrative changes to the Plan or changes to comply with government regulations. A modification
may affect Participants in the Plan at the time as well as future Participants. Notwithstanding any
other provision in the Plan, the Board, if it determines in its sole discretion that it is
necessary or advisable under the circumstances, may authorize the proration or early distribution,
or a combination thereof, of Units previously awarded at any time under the Plan to any Participant
in the case of termination of the Plan or withdrawal from the Plan.



13.0 Approval and Effective Date. The effective date of this Plan shall be the first day of
November, 2003, provided the shareholders of the Company (acting at a duly called meeting of such
shareholders) approve this Plan within twelve months before or after such effective date. If such
shareholder approval comes after such effective date, any Units granted under this Plan
before the date of such approval automatically shall be deemed to be granted subject to such
approval. This Plan shall terminate on October 31, 2013.




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