EX-10.1






Exhibit 10.1




PIEDMONT NATURAL GAS COMPANY, INC.

INCENTIVE COMPENSATION PLAN




Effective November 1, 2005

As Approved by the Shareholders on March 3, 2006




ARTICLE I

PURPOSE




1.1 Purpose. Piedmont Natural Gas Company, Inc. (Piedmont), a
North Carolina corporation, hereby establishes the Piedmont Incentive Compensation Plan to promote
the interests of the Company and its shareholders through (a) the attraction and retention of
Participants essential to the success of the Company; (b) the motivation of Participants using
performance-related incentives linked to performance goals and the interests of Company
shareholders; and (c) enabling such individuals to share in the growth and success of the Company
and its Subsidiaries. The Plan permits the grant of Annual Incentive Awards, Performance Shares,
Restricted Stock, and, with prior Board approval, any other stock-based forms of awards as the
Committee, in its sole and complete discretion, may determine to be appropriate in carrying out the
intent and purposes of this Plan.



ARTICLE II

DEFINITIONS




2.1 “Agreement” shall mean a written agreement between the Company and a
Participant implementing an Award, and setting forth the particular terms, conditions and
restrictions of the Award. With respect to the grant of a Stock Option, the Agreement may be
referred to herein as an “Option Agreement,” and with respect to any other Award hereunder, the
Agreement may be referred to herein as an “Award Agreement.”



2.2 “Annual Incentive Award” shall mean a cash bonus payable to a
Participant under Article VIII.



2.3 “Award” shall mean an award or grant made to a Participant under
Article V, VI, or VII, or an Annual Incentive Award under Article VIII.



2.4 “Award Date” or “Grant Date” shall mean the date on which an Award is
made by the Committee under the Plan.



2.5 “Board” or “Board of Directors” shall mean the Board of Directors of
the Company.



2.6 “Cashless Exercise” shall mean the exercise of an Option by the
Participant through the use of a brokerage firm to make payment to the Company of the exercise
price from the proceeds of the sale of Stock issued pursuant to the exercise of the Option, and
upon receipt of such payment, the Company delivers the exercised Shares to the brokerage firm.



2.7 “Cause” shall be defined in Section 10.4.



2.8 “Change in Control” shall be defined in Section 10.2.



2.9 “Code” shall mean the Internal Revenue Code of 1986 and the rules and
regulations promulgated thereunder, or any successor law, as amended from time to time.



2.10 “Committee” shall mean the Compensation Committee of the Board or
such other committee appointed by the Board to administer the Plan in accordance with Article XI.



2.11 “Common Stock” or “Stock” shall mean the Common Stock of the Company
without par value, or such other security or right or instrument into which such Common Stock may
be changed or converted in the future.



2.12 “Company” shall mean Piedmont Natural Gas Company, Inc., a North
Carolina corporation, or any successor thereto.



2.13 “Covered Participant” shall mean a Participant who is a “covered
employee” as defined in Code Section 162(m) (3).



2.14 “Designated Beneficiary” shall mean the beneficiary designated by the
Participant, pursuant to procedures established by the Committee, to receive amounts due to the
Participant in the event of the Participant’s death. If the Participant does not make an effective
designation, then the Designated Beneficiary will be deemed to be the Participant’s estate.



2.15 “Disability” shall mean (a) the mental or physical disability of the
Participant defined as “Disability” under the terms of the long-term disability plan sponsored by
the Company and in which the Participant is 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 the Participant from engaging in any
occupation or employment for wage or profit for at least twelve months and appears to be permanent.
All decisions by the Committee relating to a Participant’s Disability (including a decision that a
Participant is not disabled), shall be final and binding on all parties.



2.16 “Effective Date” shall mean November 1, 2005.



2.17 “Eligible Employee” shall mean an Employee who is an officer or other
key employee of a Participating Company as designated by the Committee to be eligible to
participate in the Plan.



2.18 “Employee” shall mean an individual who is employed by a
Participating Company in a customary employer-employee relationship and designated as such in
accordance with the Company’s standard employment practices.



2.19 “Exchange Act” shall mean the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder, or any successor law, as amended from time to time.



2.20 “Fair Market Value” shall mean, on any given date, the closing price
of Common Stock as reported on the composite tape of the primary stock exchange in which the Common
Stock is listed on such day or, if no Shares were traded on such stock exchange on such day, then
on the next preceding day that Stock was traded on such exchange, all as reported by The Wall
Street Journal or such other source as the Committee may select.



2.21 “Good Reason” shall be defined in Section 10.3.



2.22 “Incentive Stock Option” shall mean an option to purchase Stock,
granted under Article VI herein, which is designated as an incentive stock option and is intended
to meet the requirements of Code Section 422.



2.23 “Non-qualified Stock Option” shall mean an option to purchase Stock,
granted under Article V herein, which is not intended to qualify as an Incentive Stock Option.



2.24 “Option Price” shall mean the exercise price per share of Stock
covered by an Option in accordance with Section 5.2.



2.25 “Outside Director” shall mean a member of the Board who is not an
Employee.



2.26 “Participant” shall mean an Eligible Employee or Outside Director who
has been selected from time to time under Article III to receive an Award under the Plan.



2.27 “Participating Company” shall mean the Company, and such other
Subsidiaries as the Board authorizes to participate herein.



2.28 “Performance Award” shall mean a performance-based Award made under
Section 7.3, which may be in the form of either Performance Shares or Performance Units.



2.29 “Performance Criteria” shall mean objectives established by the
Committee for a Performance Period for the purpose of determining when an Award subject to such
objectives has been earned, and may include alternative and multiple Performance Criteria,
including, but not limited to, operating and maintenance expense targets, customer satisfaction,
safety, and financial goals including, but not limited to, absolute or relative (i.e., in relation
to a peer group of companies) total shareholder return, revenues, sales, net income, EBITDA, return
on assets, earnings per share and/or growth thereof, or net worth of the Company, any of its
Subsidiaries, divisions, business units or other areas of the Company.



2.30 “Performance Period” shall mean the time period designated by the
Committee during which Performance Criteria must be met in order for a Participant to obtain a
performance-based award.



2.31 “Performance Share” shall mean an Award, designated as a Performance
Share, granted to a Participant pursuant to Section 7.3, the value of which is linked to Company
Stock and which is determined, in whole or in part, by the attainment of pre-established
Performance Criteria as deemed appropriate by the Committee and described in the Agreement.



2.32 “Performance Unit” shall mean an Award, designated as a Performance
Unit, granted to a Participant pursuant to Section 7.3, the value of which is determined, in whole
or in part, by the attainment of pre-established Performance Criteria which is linked to the
performance of Company Stock as deemed appropriate by the Committee and described in the Agreement.



2.33 “Person” shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as
defined in Section 13(d) thereof.



2.34 “Plan” shall mean the Piedmont Incentive Compensation Plan, as herein
established and as hereafter amended from time to time.



2.35 “Restricted Stock” shall mean an Award of Stock to a Participant
pursuant to Article VI herein.



2.36 “Restriction Period” shall mean the period during which the transfer
of Shares of Restricted Stock is restricted and is subject to a risk of forfeiture, pursuant to
Article VI.



2.37 “Retirement” shall mean the termination of employment for a
Participant who is eligible for early or normal retirement under the defined benefit pension plan
sponsored by the Company and in which the Participant participates. Notwithstanding the foregoing,
“Retirement” before the Participant is eligible for normal retirement under such plan shall require
prior approval by the Committee. With respect to a Participant who is an Outside Director,
“Retirement” shall mean the end of the director’s term of office upon attaining the mandatory
retirement age for directors.



2.38 “Rule 16b-3” shall mean Rule 16b-3 under Section 16(b) of the
Exchange Act as adopted in Exchange Act Release No. 34-37260 (May 30, 1996), or any successor rule
as amended from time to time.



2.39 “Section 162(m)” shall mean Section 162(m) of the Code, or any
successor section under the Code, as amended from time to time.



2.40 “Securities Act” shall mean the Securities Act of 1933 and the rules
and regulations promulgated thereunder, or any successor law, as amended from time to time.



2.41  “Shares” shall mean shares of Common Stock of the Company.



2.42 “Stock Appreciation Right” shall mean the right to receive an amount
equal to the excess of the Fair Market Value of a share of Stock (as determined on the date of
exercise) over the Option Price of a related Option or the Fair Market Value of the Stock on the
Grant Date of the Stock Appreciation Right.



2.43 “Stock Option” or “Option” shall mean an Incentive Stock Option or a
Non-qualified Stock Option.



2.44 “Stock Unit Award” shall mean an award of Common Stock or units
granted under Section 7.4.



2.45 “Subsidiary” shall mean any entity (other than Piedmont Natural Gas
Company, Inc. (Piedmont) with respect to which Piedmont owns, either directly or indirectly, at
least 50% of the total combined voting power of all classes of stock or other ownership interest.



ARTICLE III

ELIGIBILITY




3.1 Eligibility. The Committee shall have sole and complete discretion in
determining the Eligible Employees and Outside Directors who shall be eligible to participate in
the Plan. An Outside Director who is selected by the Committee to participate in the Plan shall
only be eligible for Awards under Articles V, VI or VII and shall not be eligible for Annual
Incentive Awards under Article VIII. An Eligible Employee or Outside Director of the Company
designated by the Committee as eligible hereunder shall be considered a Participant upon receiving
an Award under the Plan.



ARTICLE IV

SHARES SUBJECT TO THE PLAN




4.1 Number of Shares. Subject to adjustment as provided for in Section
4.4 below, the maximum aggregate number of Shares that may be issued pursuant to Awards made under
the Plan shall not exceed 1,500,000 Shares, which shall be in a combination of Performance Shares,
Restricted Stock, and, with prior Board approval, Stock Options as described in Article V and other
Awards as described in Article VII.



Shares of Common Stock issued pursuant to Awards under the Plan may be authorized but unissued
Shares, Shares issued and reacquired by the Company or Shares purchased in the open market for
purposes of the Plan. Except as provided in Sections 4.2 and 4.3 herein, the issuance of Shares in
connection with the exercise of, or as other payment for, Awards under the Plan shall reduce the
number of Shares available for future Awards under the Plan.



4.2 Lapsed Awards or Forfeited Shares. In the event that:




(a) any Option or other Award granted under the Plan terminates, expires, or lapses
for any reason without having been exercised in accordance with its terms,




(b) Shares issued pursuant to the Awards are canceled or forfeited for any reason, or




(c) Awards are paid in cash,



the Shares subject to such Award shall thereafter be again available for grant of an Award under
the Plan.



4.3 Delivery of Shares as Payment. In the event a Participant pays for
any Option or other Award granted under the Plan through the delivery of previously acquired shares
of Common Stock, the number of shares of Common Stock available for Award under the Plan shall be
increased by the number of shares surrendered by the Participant.



4.4 Capital Adjustments. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights
offering, or any other change in the corporate structure, capitalization or Shares of the Company,
the Committee shall make such adjustments as are appropriate in the maximum number and kind of
Shares that may be issued under the Plan and to any Participant, in the number and kind of Shares
covered by any Awards granted before such change and in the Option Price of any Option granted
before such change or in the Fair Market Value of the Shares on the Grant Date of any Stock
Appreciation Right granted before such change. Such adjustments shall be intended to put the
Participant in the same position as he or she was in immediately before such event.



ARTICLE V

STOCK OPTIONS




5.1 Grant of Stock Options. Subject to the limitation set forth in
Section 4.1 and the other terms and provisions of the Plan and applicable law, the Committee, at
any time and from time to time, may grant Stock Options to Participants as it shall determine. The
Committee shall have sole and complete discretion in determining the type of Option granted, the
Option Price, the duration of the Option, the number of Shares to which an Option pertains, any
conditions imposed upon the exercisability or the transferability of the Options, including vesting
conditions, the conditions under which the Option may be terminated, and any such other provisions
as may be warranted to comply with the law or rules of any securities trading system or stock
exchange. Each Option grant shall have such specified terms and conditions detailed in an Option
Agreement. The Option Agreement shall specify whether the Option is intended to be an Incentive
Stock Option or a Non-qualified Stock Option. However, no Incentive Stock Option may be awarded
(a) after the tenth anniversary of the date this Plan is adopted by the Board or approved by the
shareholders of the Company, whichever is earlier, or (b) to a Participant who is not an Employee.



5.2 Option Price. The exercise price per share of Stock covered by an
Option shall be determined on the Grant Date by the Committee; provided that the Option Price shall
not be less than 100% of the Fair Market Value of the Common Stock on the Grant Date. Further
provided, in the case of an Incentive Stock Option granted to any Employee who owns more than 10%
of the total combined voting power of all classes of stock of the Company or a Subsidiary, the
Option Price shall not be less than 110% of the Fair Market Value of the Common Stock on the Grant
Date. No option shall provide by its terms for the re-setting of its exercise price or for its
cancellation and reissuance, in whole or in part; provided that the foregoing shall not limit the
authority of the Committee to grant additional Options hereunder.



5.3 Exercisability. Except as otherwise provided herein, Options granted
under the Plan shall be exercisable at such times and be subject to such restrictions and
conditions as the Committee shall determine, which will be specified in the Option Agreement and
need not be the same for each Participant. However, under no circumstances, may an Incentive Stock
Option be exercisable after the expiration of 10 years from the Grant Date (5 years from the Grant
Date for any Employee who owns more than 10% of the total combined voting power of all classes of
stock of the Company or a Subsidiary).



5.4 Method of Exercise. Options shall be exercised by the delivery of a
written notice from the Participant to the Company in a form prescribed by the Committee setting
forth the number of Shares with respect to which the Option is to be exercised, accompanied by full
payment of the Option Price for the Shares. The Option Price shall be payable to the Company in
full in cash, or its equivalent, or by delivery of Shares of Stock (not subject to any security
interest or pledge) having a Fair Market Value at the time of exercise equal to the Option Price of
the Shares, or by a combination of the foregoing. In addition, at the request of the Participant,
and subject to applicable laws and regulations, the Company may (but shall not be required to)
cooperate in a Cashless Exercise of the Option. After receipt of written notice and full payment
of the Option Price, the Company shall deliver to the Participant as soon as practicable, or, at a
later date mutually agreed to with a Participant, a stock certificate or other documentation,
issued in the Participant’s name, evidencing the number of Shares with respect to which the Option
was exercised.



5.5 Death, Disability, Retirement or Other Termination of Employment.
Except as otherwise provided in a Participant’s Option Agreement:




(a) in the event of a Participant’s death, Disability or Retirement while an Employee
or an Outside Director, Options granted to the Participant shall be considered immediately
vested and shall be exercisable at such time as specified in the Option Agreement, and




(b) subject to Article X, in the event the Participant resigns, is terminated from the
Company or, in the case of an Outside Director, is not reelected to the Board or otherwise
resigns as a member of the Board, Options which have not vested by such date shall be
forfeited, and the Participant shall have three months from such date to exercise vested
Options (but not beyond the expiration of the term of the Option, if earlier).
Notwithstanding the foregoing, if the Participant is terminated from the Company for Cause,
all of the Participant’s Options (whether vested or unvested) shall be immediately
forfeited.



ARTICLE VI

RESTRICTED STOCK




6.1 Grant of Restricted Stock. Subject to the limitations set forth in
Section 4.1 and the other terms and provisions of the Plan and applicable law, the Committee, at
any time, and, from time to time, may grant shares of Restricted Stock under the Plan to such
Participants, and in such amounts and for such duration and/or consideration as it shall determine.



6.2 Restricted Stock Award Agreement. Each Restricted Stock granted
hereunder shall be evidenced by an Award Agreement that shall specify the Restriction Period, the
conditions which must be satisfied prior to removal of the restriction, the forfeiture of such
Shares in the event such conditions are not satisfied, the number of Shares of Restricted Stock
granted, and such other provisions as the Committee shall determine. The Committee may specify,
but is not limited to, the following types of conditions in the Award Agreement: (a) conditions for
acceleration or achievement of the end of the Restriction Period based on any Performance Criteria
and (b) any other conditions or restrictions which the Committee may deem advisable, including
requirements established pursuant to the Securities Act, the Exchange Act, the Code and any
securities trading system or stock exchange upon which such Shares under the Plan are listed.



Notwithstanding the foregoing, the Committee shall have the authority to grant additional
unrestricted Stock to a Participant hereunder, provided Performance Criteria are satisfied for the
Performance Period.



6.3 Restriction Period. Except as otherwise provided in this Article, the
Shares of Restricted Stock granted under the Plan may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated until the termination of the applicable Restriction Period
or upon earlier satisfaction of other conditions as specified by the Committee in its sole
discretion and set forth in the applicable Award Agreement.



Subject to Section 6.7 and Article X, if a Participant resigns, is otherwise terminated from
the Company or, in the case of an Outside Director is not reelected to the Board or otherwise
resigns as a member of the Board, prior to the end of the Restriction Period, he or she will
forfeit all interests in the Award. All rights with respect to the Restricted Stock granted to a
Participant under the Plan shall be exercisable during his or her lifetime only by such Participant
or his or her guardian or legal representative.



6.4 Removal of Restrictions. Except as otherwise provided in this
Article, Restricted Stock covered by each Award made under the Plan shall become freely
transferable by the Participant after the last day of the Restriction Period and/or upon the
satisfaction of other conditions as determined by the Committee.



6.5 Voting Rights. During the Restriction Period, Participants in whose
name Restricted Stock is granted under the Plan may exercise full voting rights with respect to
those shares.



6.6 Dividends and Other Distributions. During the Restriction Period,
Participants in whose name Restricted Stock is granted under the Plan shall be entitled to receive
all dividends and other distributions paid with respect to those Shares. 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.



6.7 Death, Disability or Retirement. Except as otherwise provided in a
Participant’s Award Agreement, in the event of the Participant’s death, Disability, or Retirement
while an Employee or an Outside Director the following shall apply:




(a) If such event occurs after the end of the Performance Period but before the end of
the Restriction Period, restrictions on all Shares shall be immediately removed;




(b) In the event of the Participant’s Disability or Retirement before the Performance
Period has ended, the restrictions on the shares awarded to the Participant shall be
removed upon expiration of the Performance Period, and the number of Shares the Participant
shall be entitled to, if any, shall equal (i) the number of Shares, if any, the Participant
would otherwise be entitled to had the individual been an active Participant at the end of
the Performance Period (i.e., as adjusted or forfeited based on the Performance Criteria)
multiplied by (ii) the portion of the Performance Period the Participant was an active
Participant hereunder; and




(c) In the event of the Participant’s death before the Performance Period has ended,
the restrictions on the shares awarded to the Participant shall be removed upon the
Participant’s date of death, and the number of Shares the Participant shall be entitled to,
if any, shall equal the number of Shares contingently granted to the Participant, without
any further adjustment.



ARTICLE VII

OTHER STOCK BASED AWARDS




7.1 Grant of Other Stock Based Awards. Subject to the limitations set
forth in Section 4.1 and the other terms and provisions of the Plan and applicable law, with prior
Board approval, the Committee may, at any time and from time to time, issue to Participants, either
alone or in addition to other Awards made under the Plan, Stock Appreciation Rights as described in
Section 7.2, Performance Awards as described in Section 7.3, or other Stock Unit Awards as
described in Section 7.4. Any such Awards shall be governed by the terms of an Agreement, and the
Committee may impose such terms and conditions, similar to those described in Section 5.1 and/or
Section 6.2 and not inconsistent with the terms of this Plan, as it deems appropriate on such
Award.



7.2 Stock Appreciation Rights.




(a) Grant of Stock Appreciation Rights. Stock Appreciation Rights granted in tandem
with an Option or in addition to an Option may be granted at the time of the Option or at a
later time. No Stock Appreciation Rights granted under the Plan may be exercisable until
the expiration of at least six months after the Grant Date (except that such limitations
shall not apply in the case of death or Disability of the Participant).




(b) Price. The exercise price of each Stock Appreciation Right shall be determined at
the time of grant by the Committee, subject to the limitation that the exercise price shall
not be less than 100% of Fair Market Value of the Common Stock on the Grant Date.




(c) Exercise. Stock Appreciation Rights shall be exercised by the delivery of a
written notice from the Participant to the Company in a form prescribed by the Committee.
Upon such exercise, the Participant shall be entitled to receive an amount equal to the
excess of the Fair Market Value of a Share over the grant price thereof on the date of
exercise of the Stock Appreciation Right multiplied by the number of Shares for which the
Stock Appreciation Right was granted.




(d) Payment. Payment upon exercise of the Stock Appreciation Right shall be made in
Shares of Common Stock. However, if any payment in the form of Shares results in a
fractional share, such payment for the fractional share shall be made in cash.



7.3 Performance Awards.




(a) Grant of Performance Awards. Performance Awards granted hereunder may be issued
in the form of either Performance Units or Performance Shares to Participants subject to
the Performance Criteria, Performance Period and other considerations or restrictions as
the Committee shall determine. The Committee shall have complete discretion in determining
the number and value of Performance Units or Performance Shares granted to each
Participant.




(b) Value of Performance Awards. The Committee shall determine the number and value
of Performance Units or Performance Shares granted to each Participant as a Performance
Award. The Committee shall set Performance Criteria in its discretion for each Participant
who is granted a Performance Award. The extent to which such Performance Criteria are met
will determine the value of the Performance Unit or Performance Share to the Participant.




(c) Settlement of Performance Awards. After a Performance Period has ended, the
holder of a Performance Unit or Performance Share shall be entitled to receive the value
thereof based on the degree to which the Performance Criteria established by the Committee
and set forth in the Award Agreement have been satisfied.




(d) Form of Payment. Payment of the amount to which a Participant shall be entitled
upon the settlement of the Performance Award shall be made in Shares of Stock. However, if
any payment in the form of Shares results in a fractional share, such payment for the
fractional share shall be made in cash.



7.4 Stock Unit Awards.




(a) Grant of Other Stock Unit Awards. Stock Unit Awards granted hereunder may be in
the form of Common Stock or other securities. The value of each such Award shall be based,
in whole or in part, on the value of the underlying Common Stock on the Grant Date. The
Committee, in its sole and complete discretion, may determine that an Award, either in the
form of a Stock Unit Award under this Section or as an Award granted pursuant to the other
provisions of the Plan, may provide to the Participant (i) dividends or dividend
equivalents (payable on a current or deferred basis) and (ii) cash payments in lieu of or
in addition to an Award. Subject to the provisions of the Plan, the Committee, in its sole
and complete discretion, shall determine the terms, restrictions, conditions, vesting
requirements, and payment rules of the Award. The Award Agreement shall specify the rules
of each Award as determined by the Committee. However, each Stock Unit Award need not be
subject to identical rules.




(b) Rules. The Committee, in its sole and complete discretion, may grant a Stock Unit
Award subject to the following rules:




(i) Common Stock or other securities issued pursuant to Stock Unit Awards may
not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated
by a Participant until the expiration of at least six months from the Grant Date,
except that such limitation shall not apply in the case of death or Disability of
the Participant, a Change in Control, or where a Committee of the Board, comprised
of non-Employee directors of the Company within the meaning of Rule 16b-3, approved
the Award. To the extent Stock Unit Awards are deemed to be derivative securities
within the meaning of Rule 16b-3, the rights of a Participant who is subject to
Section 16 of the Exchange Act with respect to such Awards shall not vest or be
exercisable until the expiration of at least six months from the Award Date unless
the Board or the Committee, comprised of non-Employee directors of the Company
within the meaning of Rule 16b-3, specifies otherwise. All rights with respect to
such Stock Unit Awards granted to a Participant under the Plan shall be exercisable
during his or her lifetime only by such Participant or his or her guardian or legal
representative.




(ii) Stock Unit Awards may require the payment of cash consideration by the
Participant in receipt of the Award or provide that the Award, and any Common Stock
or other securities issued in conjunction with the Award, be delivered without the
payment of cash consideration.




(iii) The Committee, in its sole and complete discretion, may establish
certain Performance Criteria that may relate in whole or in part to receipt of
Stock Unit Awards.




(iv) Stock Unit Awards may be subject to a deferred payment schedule and/or
vesting over a specified period.




(v) The Committee, in its sole and complete discretion, as a result of certain
circumstances, may waive or otherwise remove, in whole or in part, any restriction
or condition imposed on a Stock Unit Award.



7.5 Death, Disability, Retirement or Other Termination of Employment.
Unless otherwise provided in a Participant’s Award Agreement, in the event of the Participant’s
death, Disability, or Retirement similar rules as provided in Section 5.5 or 6.7 (as applicable)
shall apply to an Award granted under this Article.



ARTICLE VIII

ANNUAL INCENTIVE AWARDS




8.1 Timing and Determination of Annual Incentive Awards. Following the
completion of a Performance Period, the Committee shall undertake or direct an evaluation of
Performance Criteria for such Performance Period as determined in Section 8.2.



No Annual Incentive Award may be paid without a certification by the Committee that the
Performance Goals have been met.



Any Annual Incentive Awards will be paid at such time or times as may be determined by the
Committee following the end of the Performance Period to which they relate, but not later than the
last day of the 2 1/2 month period following the end of the Performance Period.



8.2 Performance Criteria for Annual Incentive Awards. Performance
Criteria of the Company will be established in writing by the Committee.



The Performance Period with respect to Awards shall be the Company’s fiscal year or any other
period designated as such by the Committee.



8.3 Maximum Annual Incentive Award. The maximum individual Annual
Incentive Award for a Performance Period of twelve calendar months will be $1,000,000, provided the
Eligible Employee has been a Participant for such twelve month period. In the event that an Annual
Incentive Award is being determined for a Performance Period of less than twelve calendar months or
for the Performance Period in which the Eligible Employee becomes a Participant, dies, incurs a
Disability or terminates employment due to Retirement, the maximum Annual Incentive Award of
$1,000,000 shall be prorated in accordance with Section 8.4 or 8.5, whichever is applicable.



8.4 Short Performance Period.




(a) Death, Disability or Retirement. In the event of a Participant’s death,
Disability or Retirement prior to the date the Annual Incentive 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 death or Disability occurs
for purposes of determining the Annual Incentive Award. In the event of the
Participant’s death or Disability after the end of the Performance Period, but
before the date the Annual Incentive Award is paid, the Participant’s Annual
Incentive 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 Annual
Incentive Award shall be determined and payable following the end of the
Performance Period based on the actual Performance Criteria for the entire period.




(iii) In any of such events, the amount of Annual Incentive Award shall be
prorated as necessary to reflect the period of time during which the individual was
employed in the Performance Period.




(b) New Participants. In the event an individual becomes a Participant and is
eligible for an Annual Incentive Award based on a Performance Period shorter than twelve
months, such Annual Incentive Award shall be prorated to reflect the period of time the
individual was employed in the Performance Period.



8.5 Limitation on Right to Payment of Award. Notwithstanding any other
Plan provision to the contrary, no Participant shall have a right to receive payment of an Annual
Incentive Award under the Plan if, subsequent to the commencement of the Performance Period and
prior to the date any Award would otherwise be payable, the Participant resigns or is otherwise
terminated from the Participating Company for reasons other than death, Disability, or Retirement
or following a Change in Control.



ARTICLE IX

SPECIAL PROVISIONS APPLICABLE TO COVERED PARTICIPANTS




9.1 Special Provisions Applicable to Covered Participants. Awards to
Covered Participants shall be governed by the conditions of this Article in addition to the
requirements of Articles V through VIII above. Should conditions set forth under this Article
conflict with the requirements of Articles V through VIII, the conditions of this Article shall
prevail.




(a) All Performance Criteria relating to Covered Participants for a relevant
Performance Period shall be established by the Committee in writing prior to the beginning
of the Performance Period, or by such other later date for the Performance Period as may be
permitted under Section 162(m) of the Code.




(b) The Performance Criteria must be objective and must satisfy third party
“objectivity” standards under Code Section 162(m).




(c) The Performance Criteria shall not allow for any discretion by the Committee as to
an increase in any Award, but discretion to lower an Award is permissible.




(d) The Award and payment of any Award under this Plan to a Covered Participant with
respect to a relevant Performance Period shall be contingent upon the attainment of the
Performance Criteria that are applicable to such Award. The Committee shall certify in
writing prior to payment of any such Award that such applicable Performance Criteria have
been satisfied. Resolutions adopted by the Committee may be used for this purpose.




(e) The aggregate maximum number of Shares subject to Awards that may be granted to
any Covered Participant under Articles V, VI and VII during any fiscal year of the Company
shall be 250,000 Shares.




(f) All Awards under this Plan to Covered Participants or to other Participants who
may become Covered Participants at a relevant future date shall be further subject to such
other conditions, restrictions, and requirements as the Committee may determine to be
necessary to carry out the purposes of this Article, which is to avoid the loss of
deductions by the Company under Code section 162(m).



ARTICLE X

CHANGE IN CONTROL




10.1 Change in Control Agreements. The provision of this Section
regarding the terms and conditions of an Award Agreement upon a Change in Control shall apply
notwithstanding any Plan provision to the contrary, and notwithstanding any agreement between the
Participating Company and such Participant which relate to the terms of the Awards hereunder, upon
a Change in Control.



Upon a Change in Control, the following shall apply:




(a) The Awards previously granted shall be immediately vested and not subject to
forfeiture due to any subsequent termination from employment or removal or resignation from
the Board.




(b) In the event the Participant terminates employment from the Company with Good
Reason or is terminated by the Company (except for Cause), any Stock Option Awards shall be
exercisable within such time as specified in the Option Agreement. In the event the
Participant otherwise resigns from the Company any Stock Option Awards shall be exercisable
within 3 months following such termination of employment. In the event the Participant is
terminated by the Company for Cause, the Participant shall be required to exercise Options
immediately, and Options not immediately exercised shall lapse.




(c) Restrictions on any Restricted Stock shall be eliminated as of such event.




(d) If the Change in Control occurs before the end of the Performance Period, no
further adjustment shall be made to the number of Shares of Restricted Stock contingently
granted based on the Performance Criteria.




(e) Annual Incentive Awards shall be considered earned and shall not be subject to
forfeiture due to any subsequent termination from employment. If the Change in Control
occurs before the end of the Performance Period, the amount of the Annual Incentive Award
shall be determined assuming the Company has achieved a target performance level and, the
amount shall then be multiplied by the portion of the Performance Period the individual was
an active Participant hereunder. If the Change in Control occurs after the end of the
Performance Period but before the Annual Incentive Award is paid, the amount payable shall
be determined based on the actual performance level. In either case payment of the Annual
Incentive Award shall be made as soon as practicable following the Change in Control.



10.2 Change in Control Defined. For purposes of this Article, “Change in
Control” shall have the same meaning as such term or similar term is defined in a Participant’s
individual agreement with the Company which relates to such Participant’s compensation and benefits
upon the occurrence of a change in ownership of the Participating Company or similar event.




(a) 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 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;




(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;




(iii) Consummation of a reorganization, merger or consolidation, in each case,
unless, following such reorganization, merger or consolidation, (A) more than sixty
percent (60%) of, respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger 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 or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger 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 or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger 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 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 or consolidation were
members of the Incumbent Board at the time of the execution of the initial
agreement providing for such reorganization, merger or consolidation;




(iv) Approval by the shareholders of the Company 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 sixty
percent (60%) 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 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
an “Change in Control” under subsection (iii) or (iv) of this Section.




(b) Notwithstanding (a) above, if the Participant’s employment is terminated before a
Change in Control as defined in this Section and the Participant reasonably demonstrates
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
Agreement, the date of a “Change in Control” with respect to the Participant shall mean the
date immediately prior to the date of such termination of the Participant’s employment.



10.3 Good Reason Defined. “Good Reason” shall mean, without the
Participant’s written consent,




(a) a demotion in the Participant’s status, position or responsibilities which, in his
reasonable judgment, does not represent a promotion from his status, position or
responsibilities as in effect immediately prior to the Change in Control;




(b) the assignment to the Participant of any duties or responsibilities which, in his
reasonable judgment, are inconsistent with such status, position or responsibilities
immediately prior to the Change in Control; or any removal of the Participant from or
failure to reappoint or reelect him to any of such positions that the Participant had
immediately prior to the Change in Control;




(c) a reduction by the Company in the Participant’s base salary or the Company’s
failure to increase (within twelve (12) months of the Participant’s last increase in base
salary) the Participant’s base salary after a Change in Control in an amount which at least
equals, on a percentage basis, the average percentage increase in base salary for all
executive and senior executives of the Company effected in the preceding twelve (12)
months;




(d) the relocation of the principal executive offices of the Company or Subsidiary,
whichever entity on behalf of which the Participant performs a principal function of that
entity as part of his employment services, to a location more than fifty (50) miles outside
the Charlotte, North Carolina metropolitan area or, if his services are not performed in
Charlotte, North Carolina, the Company’s requiring him to be based at any place other than
the location at which he performed his duties immediately prior to the Change in Control,
except for required travel on the Company’s business to an extent substantially consistent
with his business travel obligations at the time of a Change in Control;




(e) the failure by the Company to continue in effect any incentive, bonus or other
compensation plan in which the Participant participates immediately prior to the Change in
Control, including but not limited to this Plan, unless an equitable arrangement (embodied
in an ongoing substitute or alternative plan), with which he has consented, has been made
with respect to such plan in connection with the Change in Control, or the failure by the
Company to continue his participation therein, or any action by the Company which would
directly or indirectly materially reduce his participation therein;




(f) the failure by the Company to continue to provide the Participant with benefits
substantially similar to those enjoyed by him or to which he was entitled under any of the
Company’s pension, profit sharing, life insurance, medical, dental, health and accident, or
disability plans in which he was participating at the time of a Change in Control, the
taking of any action by the Company which would directly or indirectly materially reduce
any of such benefits or deprive him of any material fringe benefit enjoyed by him or to
which he was entitled at the time of the Change in Control, or the failure by the Company
to provide him with the number of paid vacation and sick leave days to which he is entitled
on the basis of years of service with the Company in accordance with the Company’s normal
vacation policy in effect on the date hereof;




(g) the failure of the Company to obtain a satisfactory agreement with any successor
or assign of the Company to assume and agree to perform under any Change in Control
agreement between the Company and the Participant; or




(h) any request by the Company that the Participant participate in an unlawful act or
take any action constituting a breach of the Participant’s professional standard of
conduct.



10.4 Cause Defined. “Cause” shall mean




(a) intentional gross misconduct by the Participant damaging in a material way to the
Company, or




(b) a material breach of the Participant’s employment agreement, after the Company has
given the Participant notice thereof and a reasonable opportunity to cure.



ARTICLE XI

ADMINISTRATION




11.1 The Committee. The Plan shall be administered and interpreted by the
Committee which shall have full authority, discretion and power necessary or desirable for such
administration and interpretation. The express grant in this Plan of any specific power to the
Committee shall not be construed as limiting any power or authority of the Committee. In its sole
and complete discretion the Committee may adopt, alter, suspend and repeal any such administrative
rules, regulations, guidelines, and practices governing the operation of the Plan as it shall from
time to time deem advisable. In addition to any other powers and, subject to the provisions of the
Plan, the Committee shall have the following specific powers: (a) to determine the terms and
conditions upon which Awards may be made and exercised; (b) to determine the Participants to which
Awards shall be made; (c) to determine all terms and provisions of each Agreement, which need not
be identical for types of Awards nor for the same type of Award to different Participants; (d) to
construe and interpret all terms, conditions and provisions of the Plan and all Agreements; (e) to
establish, amend, or waive rules or regulations for the Plan’s administration; (f) to accelerate
the exercisability of any Award, the length of a Performance Period or the termination of any
Period of Restriction; and (g) to make all other determinations and take all other actions
necessary or advisable for the administration or interpretation of the Plan. The Committee may
seek the assistance or advice of any persons it deems necessary to the proper administration of the
Plan.



11.2 Committee Decisions. Unless strictly and expressly prohibited by
law, all determinations and decisions made by the Committee pursuant to the provisions of this Plan
shall be final, conclusive, and binding upon all persons, including Participants, Designated
Beneficiaries, the Company, its shareholders and employees.



11.3 Rule 16b-3 and Section 162(m) Requirements. Notwithstanding any
other



provision of the Plan, the Committee may impose such conditions on any Award as it may deem to be
advisable or required to satisfy the requirements of Rule 16b-3 or Section 162(m).



ARTICLE XII

GENERAL PROVISIONS




12.1 Withholding. The Company shall have the right to deduct or withhold,
or require a Participant to remit to the Company, any taxes required by law to be withheld from
Awards made under this Plan. In the event an Award is paid in the form of Common Stock, the
Participant may remit to the Company the amount of any taxes required to be withheld from such
payment in cash, or, in lieu thereof, the Company may withhold (or the Participant may be provided
the opportunity to elect to tender) the number of shares of Common Stock equal in Fair Market Value
to the amount required to be withheld.



12.2 Terms of Awards. Each Award granted under the Plan shall be
evidenced in a corresponding Award Agreement provided in writing to the Participant, which shall
specify the terms, conditions and any rules applicable to the Award, including but not limited to
the effect of a Change in Control, or death, Disability, or other termination of employment of the
Participant on the Award.



12.3 Non-transferability. No Award, including any Options, granted under
the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, except
by will or the laws of descent and distribution. Further, no lien, obligation, or liability of the
Participant may be assigned to any right or interest of the Participant in an Award under this
Plan.



12.4 No Right to Employment. Neither the Plan, nor any Award made, or any
other action taken, hereunder shall be construed as giving any Participant or other person any
right of employment or continued employment with the Participating Company.



12.5 Rights as Shareholder. Subject to the terms and conditions of each
particular Award, no Participant or Designated Beneficiary shall be deemed a shareholder of the
Company nor have any rights as such with respect to any shares of Common Stock to be provided under
the Plan until he or she has become the holder of such shares.



12.6 Construction of the Plan. Except to the extent superceded by the
laws of the United States, the Plan and all Agreements shall be governed, construed, interpreted
and administered in accordance with the laws of the State of North Carolina. In the event any
provision of the Plan or any Agreement shall be held invalid, illegal or unenforceable, in whole or
in part, for any reason, such determination shall not affect the validity, legality or
enforceability of any remaining provision, portion of provision or the Plan overall, which shall
remain in full force and effect as if the Plan had been absent the invalid, illegal or
unenforceable provision or portion thereof.



12.7 Amendment of Plan or Awards. The Committee or the Board of Directors
may amend, suspend, or terminate the Plan or any portion thereof at any time, provided such
amendment is made with shareholder approval if and to the extent such approval is necessary to
comply with any legal requirement, including for these purposes any approval requirement which is a
requirement for the performance-based compensation exception under Code Section 162(m). In no
event shall the Committee increase the amount payable pursuant to an Award after it has been
granted. In addition, no amendment shall be made to an outstanding Award without written consent
of the affected Participant. Notwithstanding the preceding, the Committee may amend or modify the
Plan or any outstanding Award to the extent necessary to cause the Plan or such Award to comply
with the requirements of Section 409A of the Code or the Listed Company Manual of the New York
Stock Exchange.



12.8 Exemption from Computation of Compensation for Other Purposes. By
acceptance of an applicable Award under this Plan, subject to the conditions of such Award, each
Participant shall be considered in agreement that all shares of Stock sold or awarded and all
Options granted under this Plan shall be considered extraordinary, special incentive compensation
and will not be included as “earnings,” “wages,” “salary” or “compensation” in any pension,
welfare, life insurance, or other employee benefit arrangement of the Company except as otherwise
specifically provided in such arrangement.



12.9 Legend. In it sole and complete discretion, the Committee may elect
to legend certificates representing Shares sold or awarded under the Plan, to make appropriate
references to the restrictions imposed on such Shares.



12.10 Special Provisions for Certain Participants. All Award Agreements
for Participants subject to Section 16(b) of the Exchange Act shall be deemed to include any such
additional terms, conditions, limitations and provisions as Rule 16b-3 requires, unless the
Committee in its discretion determines that any such Award should not be governed by Rule 16b-3.
All performance-based Awards to Covered Participants shall be deemed to include any such additional
terms, conditions, limitations and provisions as are necessary to comply with the performance-based
compensation exemption of Code Section 162(m), unless the Committee, in its discretion, determines
that any such Award is not intended to qualify for the exemption for performance-based compensation
under Code Section 162(m).



12.11  Unfunded Plan. The Plan shall be unfunded and the Company shall
not be required to segregate any assets in connection with any Awards under the Plan. Any
liability of the Company to any person with respect to any Award under the Plan or any Award
Agreement shall be based solely upon the contractual obligations that may be created as a result of
the Plan or any such award or agreement. No such obligation of the Company shall be deemed to be
secured by any pledge of, encumbrance on, or other interest in, any property or asset of the
Company or any Subsidiary. Nothing contained in the Plan or any Award Agreement shall be construed
as creating in respect of any Participant (or beneficiary thereof or any other person) any equity
or other interest of any kind in any assets of the Company or any Subsidiary or creating a trust of
any kind or a fiduciary relationship of any kind between the Company, any Subsidiary and/or any
such Participant, any beneficiary thereof or any other person.



12.12 Conflict with Employment Agreement. Except as specified in Article
X or otherwise restricted under Section 12.10, to the extent any provision of this Plan conflicts
with any provision of a written employment agreement between an Employee and the Company, the
material terms of which have been approved by the Board, the provisions of the employment agreement
shall control.



12.13 Gender and Number. Where the context admits, words in the masculine
gender shall include the feminine gender, the plural shall include the singular and the singular
shall include the plural.



12.14 Severability. In the event any provision of this Plan shall be held
to be illegal or invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of this Plan, and this Plan shall be construed and endorsed as if such illegal or
invalid provision had never been contained in this Plan.



12.15 Effect of Headings. The descriptive headings of the Articles and
Sections of this Plan are inserted for convenience of reference and identification only and do not
constitute a part of this Plan for purposes of interpretation.



12.16 No Liability. No member of the Board or the Committee or any officer or
Employee shall be personally liable for any action, omission or determination made in good faith in
connection with this Plan. The Company shall indemnify and hold harmless the members of the
Committee, the Board and the officers and Employees, and each of them, from and against any and all
loss which results from liability to which any of them may be subjected by reason of any act or
conduct (except willful misconduct or gross negligence) in their official capacities in connection
with the administration of this Plan, including all expenses reasonably incurred in their defense,
in case the Company fails to provide such defense. By participating in this Plan, each Employee
agrees to release and hold harmless the Company and its Subsidiaries (and their respective
directors, officers and employees), the Board and the Committee, from and against any tax or other
liability, including without limitation, interest and penalties, incurred by the Employee in
connection with his participation in this Plan.