EX-10.22



 





Exhibit 10.22




PARTICIPATION AGREEMENT

UNDER THE

PIEDMONT NATURAL GAS COMPANY, INC.

SHORT-TERM INCENTIVE PLAN (STIP)




     Piedmont
Natural Gas Company, Inc. (the “Company”) and ____________ (“Participant”) hereby
enter into this Participation Agreement as of
____________, 20___ under the Piedmont Natural Gas Company,
Inc. Short-Term Incentive Plan (STIP) for the fiscal year 20___, approved by the Board of Directors
on ____________, 20___.


1. Designation as a Participant. You have been designated as a Participant under the Plan
for the fiscal year 20___. Exhibit A attached hereto identifies the target award applicable
to you. The award is a cash payment. Subject to Stock Ownership Guidelines, a participant who
does not meet their stock ownership goal due to stock sales will be required to use a minimum of
25% (net of applicable taxes) of any short-term incentive award to purchase Piedmont stock until
the applicable ownership level is achieved. As a participant, you shall be subject to all the
terms and conditions of the Plan, which are hereby incorporated by reference, and this
Participation Agreement.



2. Performance Period. The fiscal year 20___Plan performance period begins November 1,
20___and ends October 31, 20___.



3. Performance Goals. The fiscal year 20___Plan performance goals are established by the
Board of Directors. The table below identifies the performance/payment relationship for the fiscal
year 20___ Plan.




	 	 	 	 	 	 
	 
	 	 	 	 	Payout as a Percent of Incentive	 
	 	Performance Against EPS Goal	 	 	Opportunity	 
	 	> = 105% of Goal (> = $x.xx)
	 	 	150%	 
	 	100% of Goal ($x.xx)
	 	 	100%	 
	 	95% of Goal ($x.xx)
	 	 	50%	 
	 	< 95% of Goal (< = $x.xx)
	 	 	0%	 
	 





     Payouts for performance between 95% and 105% of goal will be subject to mathematical
interpolation.


4. Tax Withholding. The Company will withhold any required taxes for any target awards
distributed to you in compliance with tax withholding regulations.



5. Change of Employment Status. Changes in position during fiscal year 20___which create
revised target awards, or hires/promotion into STIP participation will be prorated based on the
number of months of actual participation.




 









 








     Unless otherwise determined by the Board, any resignation or termination of the participant
prior to the end of the fiscal year 20___performance period immediately terminates participation
and causes a forfeiture and cancellation of all Plan benefits and awards.



     In the event of a participant’s death, disability or retirement prior to the date the award is
paid, the following shall apply: (i) In the event of the participant’s death or disability before
the end of the performance period, the Company will be assumed to have achieved a target
performance level for the performance period in which the death or disability occurs for purposes
of determining the award. In the event of the participant’s death or disability after the end of
the performance period, but before the date the award is paid, the participant’s award shall be
payable based on the actual performance criteria for the entire period. (ii) In the event of a
participant’s retirement, the participant’s award shall be determined and payable following the end
of the performance period based on the actual performance criteria for the entire period. (iii)
The amount of the award shall be prorated as necessary to reflect the period of time during which
the individual was employed in the performance period.



     This Notice of participation is subject to all terms and conditions of the Short-Term
Incentive Plan as interpreted by the Company’s Board of Directors.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year written
above.



	 	 	 	 	 
	 

	 	Piedmont Natural Gas Company, Inc.
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	Participant