exhibit1003







 1   Delta Natural Gas Company, Inc.   Notice of Performance Shares Award         To:           At its meeting on August XX, XXX1, the Corporate Governance and Compensation   Committee (the “Committee”) of Delta Natural Gas Company, Inc. (the “Company”), authorized   and directed the Company, on the Date of Award set forth below, to issue and make an award to   you of Performance Shares entitling you to receive shares of the Company’s common stock   under the terms and conditions of the Incentive Compensation Plan (the “Plan”) of the Company   and this Notice of Performance Shares Award.  A copy of the Plan was filed with the Securities   and Exchange Commission on March 4, 2010 as an exhibit to Form S-8 and is available on the   Company’s website (deltagas.com).  A hard copy is also available upon request.  Contact John B.   Brown, Chief Financial Officer, Treasurer and Secretary.  Capitalized terms that are not defined   have the meanings given them in the Plan.      Date of Award:  August 31, XXX1   Award:  Subject to the Performance Period, Performance Criteria and other restrictions set forth   herein, you may receive between XX,XXX to XX,XXX Performance Shares which will entitle   you to receive one share of the Company’s common stock (“Share”) for each Performance Share.   Performance Period:  The period from July 1, XXX1 – June 30, XXX2.   Restriction Period(s):           Restriction Period 1 (covers 1/3 of Performance Shares paid):  July 1, XXX2 - August 31,   XXX2        Restriction Period 2 (covers 1/3 of Performance Shares paid):  July 1, XXX2 - August 31,   XXX3        Restriction Period 3 (covers 1/3 of Performance Shares paid):  July 1, XXX2 - August 31,   XXX4   Performance Criteria:  The performance objective of this award is based upon on the   Company’s XXX2 audited earnings per share as reported in the Company’s Annual Report on   Form 10-K, before any cash bonuses or stock awards, for the year ending June 30, XXX2   (“XXX2 Audited EPS”).   Minimum Performance Objective:   $ X.XX per share     Targeted Performance Objective:    $ X.XX per share   Maximum Performance Objective:  $ X.XX per share      Minimum Performance Objective Not Met.  If the Minimum Performance Objective is not   met, i.e., if the Company does not achieve a XXX2 Audited EPS of at least $X.XX, the number   of Performance Shares will not be determined and none will vest and you will not be entitled to   any Performance Shares hereunder.        





 







 2   Minimum Performance Objective Met or Exceeded.  If the Minimum Performance   Objective and all other conditions, including the Conditions to Payment set out below, are met or   exceeded, then you shall receive the following number of Performance Shares based upon the   actual XXX2 Audited EPS:      $X.XX – $X.XX   XXX2 Audited EPS   $X.XX – $X.XX   XXX2 Audited EPS   $X.XX and over   XXX2 Audited EPS   XX,XXX shares XX,XXX shares XX,XXX shares       Restrictions and Vesting:  Except as provided in Paragraph 2 under Conditions to   Payment, all Performance Shares paid hereunder shall be in the form of Restricted Stock, which   shall vest in 1/3 increments as described below under Conditions on Restrictions.        Conditions to Payment:      1. Payment of Shares.  Except as provided in Paragraph 2, your Performance Shares will be   paid in Shares of Restricted Stock, subject to the restrictions and vesting set forth below, as soon   as administratively feasible after the end of the Performance Period, but no earlier than the filing   date of the Company’s annual report on Form 10-K and no later than September 14 of the same   year.  Payment will be made in the form of whole shares of Restricted Stock in a lump sum   payment.  You will only receive such number of Shares as are established under the Performance   Criteria.      2. Death, Disability or Retirement before end of Performance Period and Payment.  For   purposes of this Paragraph 2 only, the Performance Shares awarded as provided in subsections   2(a), (b), (c) or (d) shall be in the form of shares of the Company’s common stock and will not be   subject to the Conditions on Restrictions in this Notice of Performance Shares Award.      (a)  In the event of your Disability or Retirement before the Performance Period has   ended, the number of Performance Shares to which you shall be entitled to, if any, shall equal   (i) the number of Performance Shares, if any, you would otherwise be entitled to had you been   an active Employee at the end of the Performance Period (i.e., as adjusted or forfeited based on   the actual Performance Criteria) multiplied by (ii) the portion of the Performance Period during   which you were an active Employee multiplied by (iii) one-third, and such Performance Shares   shall be distributed as soon as administratively feasible after the end of the Performance Period,   but no later than September 13 of the same year; or      (b)  In the event of your death while an Employee before the Performance Period has   ended, the Company will be assumed to have achieved a Targeted Performance Objective for the   Performance Period in which death occurs, and the number of Shares your beneficiary shall be   entitled to, if any, shall equal the number of Shares you would otherwise be entitled to had you   been an active Employee at the end of the Performance Period without any further adjustment,   and such Performance Shares shall be distributed within a reasonable period following death; or        (c)  In the event of your Disability or Retirement after the end of the Performance   Period, but before the date the Performance Shares are distributed, the number of Performance     





 







 3   Shares you shall be entitled to, if any, shall be (i) based on the actual Performance Criteria for   the entire Performance Period multiplied by (ii) one-third; or       (d) In the event of your death after the end of the Performance Period, but before the   date the Performance Shares are distributed, the number of Performance Shares you shall be   entitled to, if any, shall be based on the actual Performance Criteria for the entire Performance   Period without any further adjustment.        3. Other Termination.       (a)   You shall have no right to receive payment in respect of Performance Shares if   you resign or are otherwise terminated from the Company before the end of the Performance   Period for reasons other than your death, Disability, or Retirement or following a Change in   Control.      (b)   You shall have no right to receive payment in respect of Performance Shares if   you resign or are otherwise terminated from the Company after the end of the Performance   Period but before any Performance Shares have vested if you resign or are otherwise terminated   from the Company for reasons other than your death, Disability, or Retirement or following a   Change in Control.      4. Short-Term Disability; Other Authorized Leaves of Absence. If you are absent from   employment during a Performance Period and you are entitled to (a) reemployment rights   following military service under the Uniformed Services Employment and Reemployment Rights   Act (USERRA) (or any other similar applicable federal or state law) or (b) sickness allowance   and/or short-term disability benefits under the Company’s employee benefit plans, then your   absence shall not affect your award of Performance Shares, if any. In the event you are absent   from employment during a Performance Period due to an authorized leave of absence not   described in the immediately preceding sentence, the amount or number of Performance Shares   to which you shall be entitled to, if any, shall equal (i) the amount or number of Performance   Shares, if any, to which you would otherwise be entitled had you been an active Employee   during the entire Performance Period (i.e., as adjusted or forfeited based on the Performance   Criteria) multiplied by (ii) the portion of the Performance Period during which you were an   active Employee (i.e., excluding the period of the authorized leave of absence) and such   Performance Shares shall be distributed and vest following the end of the Performance Period as   set forth in Section 1 above.      5. Adjustment of Award Due to Demotion or Promotion. The Committee, in its discretion,   may reduce the number of Performance Shares (if the Performance Criteria are met) in the event   you are demoted during a Performance Period, or grant additional Performance Shares (if the   Performance Criteria are met) in the event you are promoted during a Performance Period.      6. Restriction on Payment of Awards. No distributions in respect of Performance Shares   shall be made, and such distribution shall be forfeited, if at the time a distribution would   otherwise have been made:        





 







 4   (a) The regular quarterly dividend on any outstanding common or preferred shares of   the Company has been omitted and not subsequently paid prior to or on September 15, XXX2; or      (b)  The consolidated net income of the Company for the fiscal year ending June 30,   XXX2 is less than the sum of (i) the aggregate amount to be distributed plus (ii) dividends on all   outstanding preferred and common shares of the Company applicable to such twelve-month   period (either paid, declared or accrued at the most recently paid rate).      Conditions on Restrictions:      7. Restricted Stock.  Except as provided in Paragraph 2 under Conditions to Payment,   Performance Shares paid hereunder shall be in the form of Restricted Stock which will vest and   the restrictions thereon will lapse in 1/3 increments each year beginning on August 31, XXX2,   and annually each August 31 thereafter until fully vested as long as the Recipient is an Employee   throughout each such Restriction Period.  If the Performance Criteria is not met, you will not   receive any Restricted Stock.      8. Restrictions.  Except as otherwise provided in this Agreement, the Shares of Restricted   Stock granted hereunder may not be sold, transferred, pledged, assigned, or otherwise alienated   or hypothecated until the termination of the applicable Restriction Period. Except as otherwise   provided herein and subject to the Plan, if you resign, are otherwise terminated from the   Company, prior to the end of the Restriction Period, you will forfeit all interests in the applicable   Restricted Stock. All rights with respect to the Restricted Stock granted to you shall be   exercisable during your lifetime only by you or your guardian or legal representative.      9. Removal of Restrictions.  Restricted Stock paid hereunder shall become freely   transferable by you after the last day of the applicable Restriction Period.      10. Voting Rights. During the Restriction Period, you may exercise full voting rights with   respect to the Restricted Stock subject thereto.      11. Dividends and Other Distributions. During the Restriction Period, you shall be entitled to   receive all dividends and other distributions paid with respect to the applicable Restricted Stock.   If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same   restrictions on transferability and forfeitability as the Restricted Stock with respect to which they   were distributed.      12. Death, Disability, Attainment of Age 67 or Retirement after Payment but before end of   Restriction Period. Except as otherwise provided in this Notice, in the event of your death,   Disability, or Retirement while an Employee, the following shall apply:      (a) Disability and Retirement.  In the event of your Disability or Retirement (except   in certain limited situations described in Section 12(c) below) before the Restriction Period has   ended, the restrictions on the Shares shall be removed upon expiration of the Restriction Period,   and the number of Shares you shall be entitled to, if any, shall equal (i) the number of Shares, if   any, you would otherwise be entitled to had you been an active Employee at the end of the     





 







 5   Restriction Period multiplied by (ii) the portion of the Restriction Period you were an active   Employee; or      (b) Death.  In the event of your death before the Restriction Period has ended, the   restrictions on the Shares shall be removed upon your date of death, and the number of Shares   you shall be entitled to, if any, shall equal the number of Shares contingently granted to you,   without any further adjustment.      (c)  Attainment of Age 67.  In the event of your employment beyond the “normal   retirement age” as defined under the defined benefit plan sponsored by the Company but before   the Restriction Period has ended, then the restrictions on the Shares shall be removed upon the   attainment of age 67.  The number of Shares you shall be entitled to, if any, shall equal the   number of Restricted Shares contingently granted to you, without any further adjustment.        Change of Control:      13. Change in Control.  Upon a Change in Control Performance Shares previously granted   shall be immediately vested and not subject to forfeiture due to any subsequent termination from   employment.  Upon a change in Control, Restrictions on Restricted Stock shall be eliminated as   of such event.  If the Change in Control occurs before the end of the Performance Period, the   amount of the Performance Shares shall be determined assuming the Company has achieved the   Targeted Performance Objective and, the amount shall then be multiplied by the portion of the   Performance Period for which you were an active Employee hereunder. If the Change in Control   occurs after the end of the Performance Period but before the Performance Shares are paid, the   amount payable shall be determined based on the actual performance objective achieved. In   either case payment of the Performance Shares shall be made as soon as practicable following   the Change in Control but no later than the close of the seventy five (75) day period following   the earlier of the end of the Performance Period or the Change in Control.      Recovery of Stock:      14. If you are or become subject to the terms of the Company’s Compensation Recovery   Policy (the “Policy”), as such Policy may be amended from time to time, including amendments   adopted in order to conform to the requirements of Section 954 of the Dodd-Frank Wall Street   Reform and Consumer Protection Act and any resulting rules issued by the SEC or national   securities exchanges thereunder, then the Performance Shares and Restricted Stock granted   hereunder shall also be subject to such Policy. Accordingly, if the Committee determines that   recovery of compensation under such Policy is due, then the Committee will determine the   percentage of your total Performance Shares and Restricted Stock that is recoverable (the   “Recoverable Percentage”) and the following shall occur:       the Performance Shares and Restricted Stock equal to the Recoverable Percentage   granted hereunder shall automatically terminate and be forfeited effective on the date of   such determination; and        





 







 6    all shares of Common Stock equal to the Recoverable Percentage that you acquired   pursuant to this Agreement (or other securities into which such shares have been   converted or exchanged) shall be returned to the Company or, if no longer held by you,   then you shall pay to the Company, without interest, all cash, securities or other assets   received by you from the sale or transfer of such stock or securities.  If you received   nominal or no consideration on transfer of the Common Stock (e.g. a gift) then in   connection with such recovery, you shall pay to the Company the market value of the   Common Stock at the time of the transfer.      Definitions:      14. Definitions.  The following terms used in this Notice of Performance Shares Award will   have the meanings indicated:       (a) “Change in Control” shall have the same meaning as such term or similar term is   defined by your individual agreement with the Company which relates to your compensation and   benefits upon the occurrence of a change in ownership of the Participating Company or similar   event.      In the event there is no such agreement, “Change in Control” shall mean:      (i) The acquisition by any individual, entity or group (within the meaning of   Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within   the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or   more of either (A) the then outstanding shares of Common Stock of the Company (the   “Outstanding Company Common Stock”) or (B) the combined voting power of the then   outstanding voting securities of the Company entitled to vote generally in the election of   directors (the “Outstanding Company Voting Securities”); provided, however, that the following   acquisitions shall not constitute an acquisition of control: any acquisition directly from the   Company (excluding an acquisition by virtue of the exercise of a conversion privilege), any   acquisition by the Company, any acquisition by any employee benefit plan (or related trust)   sponsored or maintained by the Company or any corporation controlled by the Company or any   acquisition by any corporation pursuant to a reorganization, merger, share exchange or   consolidation, if, following such reorganization, merger or consolidation, the conditions   described in clauses (A), (B) and (C) of subsection (iii) of this section are satisfied; or        (ii) Individuals who, as of the Effective Date, constitute the Board of Directors   (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of   Directors; provided, however, that any individual becoming a director subsequent to the date   hereof whose election, or nomination for election by the Company’s shareholders, was approved   by a vote of at least a majority of the directors then comprising the Incumbent Board shall be   considered as though such individual were a member of the Incumbent Board, but excluding, for   this purpose, any such individual whose initial assumption of office occurs as a result of either an   actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A   promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or   consents by or on behalf of a Person other than the Board; or     





 







 7        (iii) Consummation of a reorganization, merger, share exchange or consolidation,   in each case, unless, following such reorganization, merger, share exchange or consolidation,   (A) more than fifty percent (50%) of, respectively, the then outstanding shares of common stock   of the corporation resulting from such reorganization, merger, share exchange or consolidation   and the combined voting power of the then outstanding voting securities of such corporation   entitled to vote generally in the election of directors is then beneficially owned, directly or   indirectly, by all or substantially all of the individuals and entities who were the beneficial   owners, respectively, of the Outstanding Company Common Stock and Outstanding Company   Voting Securities immediately prior to such reorganization, merger, share exchange or   consolidation in substantially the same proportions as their ownership, immediately prior to such   reorganization, merger, share exchange or consolidation, of the Outstanding Company Stock and   Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the   Company, any employee benefit plan or related trust of the Company, or such corporation   resulting from such reorganization, merger, share exchange or consolidation and any Person   beneficially owning, immediately prior to such reorganization, merger, share exchange or   consolidation, directly or indirectly, twenty percent (20%) or more of the Outstanding Company   Common Stock or Outstanding Voting Securities, as the case may be) beneficially owns, directly   or indirectly, twenty percent (20%) or more of, respectively, the then outstanding  shares of   common stock of the corporation resulting from such reorganization, merger, share exchange or   consolidation or the combined voting power of the then outstanding voting securities of such   corporation entitled to vote generally in the election of directors and (C) at least a majority of the   members of the board of directors of the corporation resulting from such reorganization, merger,   share exchange or consolidation were members of the Incumbent Board at the time of the   execution of the initial agreement providing for such reorganization, merger, share exchange or   consolidation; or        (iv) Approval by the shareholders of the Company and consummation of (A) a   complete liquidation or dissolution of the Company or (B) the sale or other disposition of all or   substantially all of the assets of the Company, other than to a corporation, with respect to which   following such sale or other disposition (1) more than fifty percent (50%) of, respectively, the   then outstanding shares of common stock of such corporation and the combined voting power of   the then outstanding voting securities of such corporation entitled to vote generally in the   election of directors is then beneficially owned, directly or indirectly, by all or substantially all of   the individuals and entities who were the beneficial owners, respectively, of the Outstanding   Company Common Stock and Outstanding Company Voting Securities immediately prior to   such sale or other disposition in substantially the same proportion as their ownership,   immediately prior to such sale or other disposition, of the Outstanding Company Common Stock   and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding the   Company and any employee benefit plan or related trust of the Company, or such corporation   and any Person beneficially owning, immediately prior to such sale or other disposition, directly   or indirectly, twenty percent (20%) or more of the Outstanding Company Common Stock or   Outstanding Company Voting Securities, as the case may be) beneficially owns, directly or   indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common   stock of such corporation and the combined voting power of the then outstanding voting   securities of such corporation entitled to vote generally in the election of directors and (3) at least     





 







 8   a majority of the members of the board of directors of such corporation were members of the   Incumbent Board at the time of the execution of the initial agreement or action of the Board   providing for such sale or other disposition of assets of the Company; or        (v) The closing, as defined in the documents relating to, or as evidenced by a   certificate of any state or federal governmental authority in connection with, a transaction   approval of which by the shareholders of the Company would constitute a “Change in Control”   under subsection (iii) or (iv) of this Section.      Notwithstanding (a) above, if your employment is terminated before a Change in Control   as defined in this Section and you reasonably demonstrate that such termination (i) was at the   request of a third party who has indicated an intention or taken steps reasonably calculated to   effect a “Change in Control” and who effectuates a “Change in Control” or (ii) otherwise   occurred in connection with, or in anticipation of, a “Change in Control” which actually occurs,   then for all purposes of this Notice of Performance Shares Award, the date of a “Change in   Control” with respect to you shall mean the date immediately prior to the date of such   termination of  your employment.       (b) “Disability” shall mean (a) your  mental or physical disability that is defined as   “Disability” under the terms of the long-term disability plan sponsored by the Company and in   which you are covered, as amended from time to time in accordance with the provisions of such   plan; or (b) a determination by the Committee, in its sole discretion, of total disability (based on   medical evidence) that precludes you from engaging in a full-time position at the Company for   wage or profit for at least twelve months and appears to be permanent. All decisions by the   Committee relating to your Disability (including a decision that you are not disabled), shall be   final and binding on all parties.       (c) “Retirement” shall mean the termination of your employment consistent with the   provisions for early or normal retirement under the defined benefit pension plan sponsored by the   Company.  Notwithstanding the foregoing, “Retirement” before you are eligible for normal   retirement under such plan shall require prior approval by the Committee.       15. Conflicts.  If there is a conflict between the terms of this Notice of Performance Shares   Award and the Plan, the Plan shall control.              DELTA NATURAL GAS COMPANY, INC.           By:             Its:        ________________________________________      [Signature of Participant]      005522.135297/4133863.4