exhibit10-1_d.htm

Exhibit 10.1.d

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PERFORMANCE
      CASH AWARD NO. __________

     

    AGL
      RESOURCES INC.

     

    2007
      OMNIBUS PERFORMANCE INCENTIVE PLAN

     

    PERFORMANCE
      CASH AWARD AGREEMENT

     

    This
      Agreement between AGL Resources Inc. (the “Company”) and the Recipient sets
      forth the terms of the Performance Cash Award granted under the above-named
      Plan. Capitalized terms used herein and not otherwise defined shall have the
      meaning assigned to such terms in the Plan.

     

    Name
      of Recipient: _________________________

     

    Date
      of
      Award: ____________________________                                                                           Performance
      Multiple: [1]x

     

    Target
      Performance Cash Award: $ _________________

     

    Performance
      Measurement Period: [insert] through [insert]

    


    Performance
      Measurement: The performance measure (PM) for this Award will be the
      Company’s [insert], one of the performance measures enumerated in Section 5.2 of
      the Plan.

    


    Performance
      Calculation: At the end of the Performance Measurement Period, the
      Performance Cash Award will vest based on the increase in the PM during the
      Performance Measurement Period in accordance with the following
      formula:

    
      


       

      Base
        Pay
        x Performance Multiple x PM %  = Actual Award

       

      


       

      


    

    In
      particular, the performance calculation shall be determined as
      follows:

     

    
      	
              ·  

            	
              Base
                pay shall be the Recipient’s base pay as of
                [insert].

            


    

     

    
      	
              ·  

            	
              Performance
                Multiple is set forth in this
                Agreement.

            


    

     

    
      	
              ·  

            	
              PM
                shall be calculated as of the end of the Performance Measurement
                Period.

            


    

     

    
      	
              ·  

            	
              PM
                shall be calculated to two decimal
                places.

            


    

     

    Threshold,
      Target and Maximum Payout: Threshold payout is calculated at 6% PM
      growth.  Target payout is calculated at 10% PM
      growth.  Maximum payout is calculated at 14% PM growth or
      more.  If PM growth is less than 6%, then no payout shall be made and
      the Performance Cash Award shall be forfeited.  If PM growth falls
      between two points, straight line interpolation shall be applied.

     

    Following
      is an example of threshold, target and maximum payouts under this
      Agreement:

     

    Represents
      Base x Multiple x
      PM

     

    
      	
              Name

            	
              Perf
                Period

            	
              Base
                Pay ($)

            	
              Perf
                Multiple

            	
              Threshold
                Payout @ 6% ($)

            	
              Target
                Payout @ 10%($)

            	
              Maximum
                Payout @ 14% ($)

            
	 	
               

              [insert]

            	
               

              $

            	
               

              [1]x

            	
               

              $

            	
               

              $

            	
               

              $

            


    

    


     

    Vesting:  The
      Performance Cash Award shall vest on the date that the Compensation and
      Management Development Committee (the “Committee”) certifies the level of
      performance with respect to the increase in PM during the Performance
      Measurement Period.  This Performance Cash Award shall be payable in
      cash to the Recipient within a reasonable period of time following the
      Committee’s certification of performance with respect to the PM, pursuant to the
      terms of the Plan.

     

    Forfeiture
      of award; Termination of employment: If the Performance Cash Award does
      not vest for any reason, then the Performance Cash Award shall be forfeited
      immediately.

    


    In
      addition, if you terminate employment for any reason prior to the date that
      this
      Performance Cash Award becomes vested, then this Performance Cash Award shall
      be
      forfeited as of the date of your termination of employment.

     

    Change
      in Control: Notwithstanding the above, in the event of a Change in
      Control of the Company, this Performance Cash Award shall become partially
      vested pursuant to Section 10.2 of the Plan if (a) it is not assumed or
      substituted by the Surviving Entity, or (b) it is assumed or substituted by
      the
      Surviving Entity, but within two years following the Change in Control your
      employment is terminated without Cause or you resign for Good
      Reason.  Such vesting will be prorated on a daily basis based upon the
      length of time within the performance measurement period that has elapsed prior
      to the date of the Change in Control or termination of employment (as
      applicable) and will be based upon an assumed achievement of all relevant
      performance goals at (i) the target level if the Change in Control or
      termination of employment (as applicable) occurs during the first half of the
      performance measurement period, and (ii) the actual level of achievement as
      of
      the date of the Change in Control or termination of employment (as applicable)
      of all relevant performance goals if the Change in Control or termination of
      employment (as applicable) occurs during the second half of the performance
      measurement period.

     

    This
      Agreement is subject to the terms and conditions of the Plan.  You
      have received a copy of the Plan’s prospectus that includes a copy of the
      Plan.  By signing this Agreement, you agree to the terms of the Plan
      and this Agreement, which may be amended only upon a written agreement signed
      by
      the Company and you.

     

    This
      ___
      day of _______, 20__

     

    
      	
              AGL
                RESOURCES INC.

            	
                              RECIPIENT:

            
	 	
               

                             ____________________________

            
	
              Melanie
                M. Platt, Senior Vice President