exv10w13







	 	 	 	 	 



EXHIBIT 10.13




Atmos Energy Corporation




Outside Directors Stock-for-Fee Plan



Amended and Restated as of October 1, 2009



 









 






	I.	 	Plan Purpose
	 
	 	 	Section 1.1. Atmos Energy Corporation (“Atmos” or the “Company”) hereby amends
and restates the previously-established Atmos Energy Corporation Outside Directors
Stock-for-Fee Plan (the “Plan”), which provides the non-employee directors of Atmos the
option to receive all or part of their Fee (as defined below) in Atmos common stock. The
purpose of this Plan is to increase the proprietary interest of the Outside Directors in
the Company’s long-term prospects and the strategic growth of its business.
	 
	II.	 	Definitions
	 
	 	 	Section 2.1. “Board” or “Board of Directors” shall mean the Board of Directors
of Atmos Energy Corporation.
	 
	 	 	Section 2.2. “Common Stock” means the Company’s no par value common stock.
	 
	 	 	Section 2.3. “Election” means an Outside Director’s delivery of written
notice of election to the Corporate Secretary of the Company electing to receive his or
her Fee or a portion thereof in the form of Common Stock.
	 
	 	 	Section 2.4. “Fair Market Value” means, as of any specified date, the mean of
the highest and lowest prices of a share of Common Stock of the Company as reported by
the New York Stock Exchange Consolidated Tape on that date. However, if no trading in
the Common Stock occurs on the New York Stock Exchange on that date, the “Fair Market
Value” shall mean the mean of the highest and lowest prices as reported on the most
recent previous day for which sales were reported. In the event the Common Stock is
traded on an exchange other than the New York Stock Exchange, the Board of Directors
shall select a suitable substitute published stock quotation system, which system shall
be in compliance with all relevant regulatory provisions.
	 
	 	 	Section 2.5. “Fee” means the annual retainer fee (paid in quarterly
installments) earned by an Outside Director for his or her service as a member of the
Atmos Board of Directors during a Fiscal Year or portion thereof.
	 
	 	 	Section 2.6. “Fiscal Year” means the 12-month period beginning October
1st of any year and ending September 30th of the next year.
	 
	 	 	Section 2.7. “Outside Director” means a member of the Company’s Board of
Directors who is not an employee of the Company.
	 
	 	 	Section 2.8. “Quarter” means the 3-month period beginning October 1, January 1,
April 1, or July 1 of each Fiscal Year.
	 
	III.	 	Shares Authorized for Issuance




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	 	 	Section 3.1. A maximum of 50,000 shares of Common Stock may be issued under the
Plan. The Common Stock issued under the Plan may, at the option of the Board of
Directors, be either original issue by the Company or purchased on the open market. In
the event of any change in the number of shares outstanding of Common Stock by reason of
a stock split, stock dividend, merger, consolidation, reorganization, or other similar
change in capitalization, the number or kind of shares that may be issued under the Plan
shall be automatically adjusted so that the proportionate interest of the shares issuable
under the Plan is maintained as before the occurrence of such event.






	IV.	 	Administration
	 
	 	 	Section 4.1. Each Outside Director may elect to receive all or a portion (in 10%
increments) of his or her Fee in shares of Common Stock by executing and delivering an
Election to the Corporate Secretary of the Company at least two weeks prior to the
beginning of the immediately succeeding Fiscal Year in order to be effective for the Fee
earned in such succeeding Fiscal Year. Each Outside Director must execute the election
form previously approved by the Secretary in order for such Election to be effective.
The election form is deemed delivered when received by the Corporate Secretary.
	 
	 	 	Section 4.2. An Outside Director making an Election may designate a beneficiary
or beneficiaries who will receive any shares of Common Stock owed to such Outside
Director hereunder in the event of the Outside Director’s death.
	 
	 	 	Section 4.3. Each Outside Director may elect to revoke or modify his or her
Election that is then currently in effect by executing and delivering a written
revocation/modification form, which must be delivered to the Corporate Secretary of the
Company at least two weeks prior to the beginning of the immediately succeeding Fiscal
Year in order to be effective for the Fee earned in such succeeding Fiscal Year. Each
Outside Director must execute the revocation/modification form previously approved by the
Corporate Secretary in order for such revocation/modification to be effective. This form
is deemed delivered when received by the Corporate Secretary. Each Outside Director may
make changes in the designation of a beneficiary at any time.
	 
	 	 	Section 4.4. For the Quarter commencing October 1, 2009, an Election shall
result in the deferral of the Common Stock portion of the payment of the Fee earned in
such Quarter for which the Election is effective until the end of such Quarter. Shares
of Common Stock shall be issued to the Outside Director for such Quarter as soon as
possible following the last business day of such Quarter. For the Quarter commencing
January 1, 2010 and each Quarter thereafter, an Election shall result in the payment of
the Common Stock portion of the payment of the Fee earned in each Quarter for which the
Election is effective as soon as possible following the first business day of such
Quarter. The number of shares of Common Stock issued in accordance with an Election
shall be equal to the amount of the Fee that would have been paid to the Outside Director
during a Quarter divided by the Fair Market Value (i) for the Quarter
commencing October 1, 2009, on the last business day of such Quarter, and (ii) for the
Quarter commencing January 1, 2010 and each Quarter thereafter, on the first business day
of such Quarter. Only whole numbers of shares of Common Stock shall be issued;
fractional shares shall be paid in cash. If the Election is for only a portion of the
Fee, 




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	 	 	the remaining portion of the Fee to be paid in cash shall be paid at the time the
cash payment would normally be paid by the Company to the Outside Director.






	 	 	Section 4.5. The Board of Directors shall be responsible for the administration
of the Plan. The Board of Directors, by majority action of its members, is authorized to
interpret the Plan, prescribe, amend, and rescind rules and regulations relating to the
Plan, provide for conditions and assurances deemed necessary or advisable to protect the
interests of the Company, and make all other determinations necessary or advisable for
the administration of the Plan, but only to the extent not contrary to the express
provisions of the Plan. No member of the Board of Directors shall be liable for any
action or determination made in good faith. The determinations, interpretations, and
other actions of the Board of Directors pursuant to the provisions of the Plan shall be
binding and conclusive for all purposes and on all persons.






	V.	 	Effective Date
	 
	 	 	Section 5.1. The Plan, as originally drafted, was approved and adopted by a vote
of the shareholders of the Company on February 8, 1995 and became effective immediately
upon such approval. This amended and restated Plan was approved by the Board of
Directors and became effective as of October 1, 2009.
	 
	VI.	 	Amendment and Termination
	 
	 	 	Section 6.1. The Board of Directors of the Company may at any time terminate,
and from time to time may amend or modify the Plan, provided, however, that no amendment
or modification may become effective without approval by the shareholders of the Company
if shareholder approval is required to enable the Plan to satisfy any applicable
statutory or regulatory requirements or if the Board of Directors, on advice of counsel,
determines that shareholder approval is otherwise necessary or advisable.





     IN WITNESS WHEREOF, the Company has caused this instrument to be executed this 13th
day of January, 2010, by its Chairman of the Board and Chief Executive Officer pursuant to prior
action taken by the Board.



	 	 	 	 	 
	 	ATMOS ENERGY CORPORATION

 	 
	 	By:  	/s/ ROBERT W. BEST
 	 
	 	 	Robert W. Best 	 
	 	 	Chairman of the Board
and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	Attest:

 	 
	 	/s/ DWALA KUHN
 	 
	 	Corporate Secretary 	 
	 	 	 
	 




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