EX-10.1






Exhibit 10.1




NATIONAL FUEL GAS COMPANY

2009 NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN




1.  Purpose




     The purpose of the Plan is to advance the interests of the Company and its stockholders, by
enhancing the Company’s ability to attract and retain highly qualified individuals to serve as
non-employee members of the Board, and by encouraging such directors to acquire a proprietary
interest in the long-term success of the Company, thereby aligning their financial interests with
those of the Company’s stockholders.



2.  Definitions




     2.1 ”1997 Retainer Policy” means the Retainer Policy for Non-Employee Directors approved by
the Company’s stockholders at the 1997 Annual Meeting of Stockholders.



     2.2 ”Board” means the Board of Directors of the Company.



     2.3 ”Code” means the Internal Revenue Code of 1986, and the rules, regulations and
interpretations promulgated thereunder, as amended from time to time.



     2.4 ”Common Stock” means the common stock of the Company.



     2.5 ”Company” means National Fuel Gas Company.



     2.6 ”Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.



     2.7 ”Participant” means any individual to whom shares of Common Stock have been issued under
this Plan.



     2.8 ”Plan” means the National Fuel Gas Company 2009 Non-Employee Director Equity Compensation
Plan. Any reference in the Plan to a paragraph number refers to that portion of the Plan.



3.  Administration




     The Plan shall be administered by the Board. The Board shall have the authority to:
(a) interpret the Plan; (b) establish such administrative rules, regulations and procedures as it
deems necessary for the proper administration of the Plan; (c) grant waivers of Plan terms and
conditions when any such action would be in the best interest of the Company; and (d) take any and
all other action it deems advisable for the proper administration of the Plan. All determinations
of the Board shall be made by a majority of its members, and its determinations shall be final,
binding and conclusive. For the avoidance of doubt, the Board shall not take any action under the
Plan, including without limitation pursuant to this paragraph 3, which would result in the
imposition of an additional tax under Section 409A of the Code on the Participant holding shares
issued hereunder.



4.  Participants




     All non-employee directors of the Company are Participants in the Plan, and may receive shares
of Common Stock under the Plan, except as otherwise provided in this section. Shares of Common
Stock will not be issued under the Plan to any non-employee director who declines receipt of such
shares or whose compensation as a non-employee director is otherwise determined by written
agreement between the Company and the non-employee director.



 









 





5.  Shares Available




     The number of shares of Common Stock which shall be available for issuance under the Plan
shall be 100,000, subject to adjustment as provided in paragraph 8. The shares of Common Stock
available for issuance under the Plan may be authorized and unissued shares or treasury shares.



6.  Term




     The Plan shall be effective as of the date of the Company’s 2009 Annual Meeting of
Stockholders, provided the Plan is approved by the Company’s stockholders at such meeting. Unless
earlier terminated by the Board pursuant to the provisions of the Plan, the Plan shall expire when
all of the shares of Common Stock available for issuance under the Plan have been issued. The
expiration of the Plan shall not adversely affect any rights of any Participant, without such
Participant’s consent.



7.  Shares Issued Under the Plan




     (a) Shares of Common Stock will be issued to Participants on a quarterly basis, in advance (as
of the first business day of the quarter), as compensation in whole or in part for the
Participants’ service on the Board during the quarter. Shares will be issued in such amounts as the
Board shall determine from time to time in its discretion. The number of shares to be issued to a
Participant will be prorated as applicable for the quarter in which the Participant joins the Board
and the quarter in which the Participant is scheduled to retire or resign from the Board, but
shares actually issued under the Plan to a Participant shall not be subject to forfeiture or
cancellation for any reason.



     (b) Each share of Common Stock issued under the Plan shall be non-transferable until the later
of later of two years after its issuance or six months after the Participant’s cessation of service
on the Board; provided, however, that upon a Participant’s death, whether in office or after his or
her service as a director ceases, any restrictions on transferability imposed hereunder shall
lapse.



     (c) Participants shall be entitled to all of the rights of stockholders with respect to shares
issued under the Plan, including, but not by way of limitation, the right to vote such shares, the
right to receive dividends and the right to reinvest dividends into additional shares of Common
Stock. Shares acquired by reinvesting dividends are not subject to the transferability restrictions
in paragraphs 7(b) and/or 8.



     (d) Shares of Common Stock issued under the Plan may be evidenced in such manner as the Board
deems appropriate, including, without limitation, book-entry registration or issuance of a stock
certificate or certificates.



8.  Adjustment of Shares Available




     (a) Changes in Stock.  In the event of changes in the Common Stock by reason of a Common Stock
dividend, stock split, reverse stock split or other combination, appropriate adjustment shall be
made by the Board in the aggregate number of shares available under the Plan and in the rate of
payment of shares under the Plan. Such proper adjustment as may be deemed equitable may be made by
the Board in its discretion to give effect to any other change affecting the Common Stock. Any
shares of Common Stock or other securities acquired by a Participant as a dividend shall (i) be
deemed to have been acquired at the same time as the securities on which the dividend or, if more
than one, the initial dividend was paid, and (ii) be subject to the same terms and conditions,
including restrictions on transfer, that apply to the securities on which the dividend or, if more
than one, the initial dividend was paid. Any shares of Common Stock or other securities acquired by
a Participant pursuant to a stock split, reverse stock split or other combination shall (i) be
deemed to have been acquired at the same time as the securities involved in the stock split,
reverse stock split or other combination, and (ii) be subject to the same terms and conditions,
including restrictions on transfer, that apply to the securities involved in the stock split,
reverse stock split or other combination.



     (b) Changes in Capitalization.  In case of a merger or consolidation of the Company with
another corporation, a reorganization of the Company, a reclassification of the Common Stock of the
Company, a



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spinoff of a significant asset or other changes in the capitalization of the Company,
appropriate provision may be made with respect to shares of Common Stock issued under the Plan for
(i) the substitution, on an equitable basis, of appropriate stock or other securities or other
consideration to which holders of Common Stock of the Company will be entitled pursuant to such
transaction or succession of transactions, or (ii) adjustment in the number of shares issuable
pursuant to the Plan and in the rate of payment of shares under the Plan, in each case as deemed
appropriate by the Committee. Any securities acquired by a Participant pursuant to this paragraph
shall (i) be deemed to have been acquired at the same time as the securities surrendered in or
otherwise subject to the transaction or succession of transactions described in this paragraph, and
(ii) be subject to the same terms and conditions, including restrictions on transfer, that apply to
the securities surrendered in or otherwise subject to such transaction or succession of
transactions.



9.  Regulatory Approvals and Listings




     Notwithstanding anything contained in this Plan to the contrary, the Company shall have no
obligation to issue or deliver shares of Common Stock prior to (a) the obtaining of any approval
from any governmental agency which the Company shall, in its sole discretion, determine to be
necessary or advisable, (b) the admission of such shares to listing on the stock exchange on which
the Common Stock may be listed, and (c) the completion of any registration or other qualification
of said shares under any state or federal law or ruling of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or advisable.



10.  No Right to Continued Service on Board




     Participation in the Plan shall not give any Participant any right to remain on the Board.



11.  Other Compensation of Non-Employee Directors




     The Plan is not the only means of compensating Participants for their service on the Board.
The Board may provide, outside of the Plan, for payment of non-equity compensation for such
service, including cash, on terms and in amounts as determined by the Board in its discretion. The
Board also may continue to issue shares of Common Stock under the 1997 Retainer Policy until the
shares available under that approval are exhausted. The 1997 Retainer Policy is hereby amended so
as to provide that all restrictions on the transferability of shares ever issued under the 1997
Retainer Policy shall lapse upon the death of the holder of those shares.



12.  Amendment




     The Board may suspend or terminate the Plan at any time. In addition, the Board may, from time
to time, amend the Plan in any manner, provided however, that any such amendment shall be subject
to stockholder approval (i) at the discretion of the Board and (ii) to the extent that shareholder
approval may be required by law or under the applicable requirements of any exchange on which the
Common Stock is listed to trade. Notwithstanding the foregoing, the Board may not amend the Plan in
any manner that would either (i) result in the imposition of an additional tax under section 409A
of the Code on any Participant, or (ii) adversely affect any Participant with respect to shares
already issued under the Plan, without that Participant’s consent.



13.  No Right, Title or Interest in Company Assets




     To the extent any person acquires a right to receive payments from the Company under this Plan,
such rights shall be no greater than the rights of an unsecured creditor of the Company.



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