Exhibit 10.29







Exhibit 10.29





NEW JERSEY RESOURCES CORPORATION

2007 Stock Award and Incentive Plan

Performance-Based Restricted Stock Agreement




This Performance-Based Restricted Stock Agreement (the “Agreement”), which includes the attached “Terms and
Conditions of Performance-Based Restricted Stock” (the “Terms and Conditions”) and the attached Exhibit A captioned
“Performance      , 20     (the “Grant Date”) by NEW JERSEY RESOURCES CORPORATION, a New Jersey corporation (the
“Company”), to      (“Employee”), under Sections 6(d), 6(i) and 7 of the 2007 Stock Award and Incentive Plan
(the “Plan”), of      shares of Performance-Based Restricted Stock (the “Performance-Based Restricted Stock”),
including rights to dividends paid on the Performance-Based Restricted Stock as specified herein, as follows:






Number of Shares Granted: 
 _____ 

Shares of Performance-Based Restricted Stock



Performance-Based Restricted Stock is Forfeitable: The Performance-Based Restricted Stock
is forfeitable until it vests and becomes non-forfeitable as specified herein.



How Performance-Based Restricted Stock Vests: The Performance-Based Restricted
Stock, if not previously forfeited, will become vested and non-forfeitable as follows:
(i) Two Thirds (2/3) of the Performance-Based Restricted Stock (rounded down to the
nearest whole share) will become vested and non-forfeitable if, and at the time the
Committee certifies that, the Performance Goal defined on Exhibit A to this Agreement
for the Company’s fiscal year ended September 30, 2009 is achieved; and (ii) the
remaining Performance-Based Restricted Stock will become vested and non-forfeitable
if, and at the time the Committee certifies that, the Performance Goal defined on
Exhibit A to this Agreement for the Company’s fiscal year ending September 30, 2010 is
achieved, provided in each case the Employee continues to be employed by the Company
or a Subsidiary from the Grant Date through the last day of the applicable fiscal
year. The date of the Committee’s certification shall be the “Stated Vesting Date”
for such fiscal year. In addition, if not previously forfeited, upon a Change in
Control the Performance-Based Restricted Stock will become vested and non-forfeitable,
provided the Employee continues to be employed by the Company or a Subsidiary from the
Grant Date until the Change in Control. In addition, if not previously forfeited, the
Performance-Based Restricted Stock will become vested and non-forfeitable in
connection with Employee’s Termination of Employment due to death, Disability or
Retirement to the extent provided in Section 4 of the attached Terms and Conditions.
If the Performance Goal for the Company’s applicable fiscal year is not met (and there
is no Change in Control during such fiscal year) and the Performance-Based Restricted
Stock is not otherwise vested, the unvested Performance-Based Restricted Stock
relating to such fiscal year will be immediately forfeited. If Employee has a
Termination of Employment during a fiscal year of the Company due to death, Disability
or Retirement and the Performance-Based Restricted Stock does not vest by the Stated
Vesting Date for such fiscal year (or, if earlier, upon a Change in Control during
such fiscal year), the unvested Performance-Based Restricted Stock will be immediately
forfeited. Notwithstanding the foregoing, in the event of Employee’s Termination of
Employment by the Company for any reason other than Disability or death or by Employee
voluntarily (other than on Retirement), the then-outstanding Performance-Based
Restricted Stock not vested as of the date of Employee’s Termination of Employment
will be immediately forfeited.









 


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Performance Goals: The Performance Goals upon which the Performance-Based Restricted
Stock may become vested and non-forfeitable, subject to Employee’s continued employment
with the Company or a Subsidiary or as otherwise set forth herein, shall be as specified
in Exhibit A hereto.



Dividend Rights: Dividends paid on shares of Performance-Based Restricted Stock
shall be automatically reinvested in additional Performance-Based Restricted Stock
which shall be subject to the same terms as the shares of Performance-Based Restricted
Stock to which the dividends relate, as specified in Section 5 of the Terms and
Conditions of Performance-Based Restricted Stock.



The Performance-Based Restricted Stock is subject to the terms and conditions of the Plan and this Agreement,
including the Terms and Conditions of Performance-Based Restricted Stock attached hereto and deemed a part hereof. The
number of Performance-Based Restricted Stock and the kind of shares of Stock and the other terms and conditions of the
Performance-Based Restricted Stock are subject to adjustment in accordance with Section 5 of the attached Terms and
Conditions and Section 11(c) of the Plan.



Employee acknowledges and agrees that (i) the Performance-Based Restricted Stock is nontransferable, except as
provided in Section 3 of the attached Terms and Conditions and Section 11(b) of the Plan, (ii) the Performance-Based
Restricted Stock is subject to forfeiture in the event of the Company’s failure to achieve the applicable Performance
Goal for the applicable fiscal year of the Company or of Employee’s Termination of Employment in certain circumstances
on or prior to the last day of the applicable fiscal year, as specified in Section 4 of the attached Terms and
Conditions, and (iii) sales and other transfers of shares of Stock will be subject to any Company policy regulating
trading by employees and the transfer restrictions set forth in Section 3 of the attached Terms and Conditions.



Capitalized terms used in this Agreement but not defined herein shall have the same meanings as in the Plan.



IN WITNESS WHEREOF, NEW JERSEY RESOURCES CORPORATION has caused this Agreement to be executed by its officer
thereunto duly authorized.




NEW JERSEY RESOURCES CORPORATION




By:                                    


LAURENCE M. DOWNES


Chairman & CEO




EMPLOYEE




                                       
NAME


Title



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TERMS AND CONDITIONS OF PERFORMANCE-BASED RESTRICTED STOCK




The following Terms and Conditions apply to the Performance-Based Restricted Stock granted to Employee by NEW
JERSEY RESOURCES CORPORATION (the “Company”) and to any additional Performance-Based Restricted Stock resulting from
dividends paid on shares of Performance-Based Restricted Stock (as defined below), if any, as specified in the
Performance-Based Restricted Stock Agreement (of which these Terms and Conditions form a part). Certain terms of the
Performance-Based Restricted Stock, including the number of Performance-Based Restricted Stock granted and vesting
terms and date(s), are set forth on the cover page hereto and Exhibit A, which are an integral part of this Agreement.



1. General. The Performance-Based Restricted Stock is granted to Employee under the Company’s 2007 Stock Award
and Incentive Plan (the “Plan”), a copy of which has been previously delivered to Employee and/or is available upon
request to the Corporate Benefits Department. All of the applicable terms, conditions and other provisions of the Plan
are incorporated by reference herein. Capitalized terms used in this Agreement but not defined herein shall have the
same meanings as in the Plan. If there is any conflict between the provisions of this document and mandatory provisions
of the Plan, the provisions of the Plan govern. By accepting the grant of Performance-Based Restricted Stock, Employee
agrees to be bound by all of the terms and provisions of the Plan (as presently in effect or later amended), the rules
and regulations under the Plan adopted from time to time, and the decisions and determinations of the Leadership
Development and Compensation Committee of the Company’s Board of Directors (the “Committee”) made from time to time
with respect to the Plan or this Agreement.



2.  Delivery of Stock. The Performance-Based Restricted Stock is granted to Employee on the terms and subject to
the conditions set forth in the Performance-Based Restricted Stock Agreement (of which these Terms and Conditions form
a part). Performance-Based Restricted Stock is forfeitable until it vests and becomes non-forfeitable as described
herein. The Committee shall review the Performance Goal for each applicable fiscal year and certify whether the
Performance Goal is achieved for the fiscal year no later than the December 15th immediately following the
end of the applicable fiscal year. If certificates representing Performance-Based Restricted Stock are registered in
the name of Employee, the Company shall retain physical possession of any such certificates for the shares until the
Performance-Based Restricted Stock vests or is forfeited, and Employee hereby irrevocably constitutes and appoints the
Corporate Secretary of the Company to transfer the Stock that comprises the Performance-Based Restricted Stock on the
books of the Company with full power of substitution in the premises if the Performance-Based Restricted Stock is
forfeited. Certificates for Performance-Based Restricted Stock that vests and becomes non-forfeitable shall be
delivered to Employee or Employee’s representative as designated by Employee or otherwise credited or delivered to
Employee no later than the December 15th immediately following the end of the applicable fiscal year. Any
Performance-Based Restricted Stock issued or credited to Employee pursuant to payments of dividends paid on shares of
Stock under Section 5 hereof shall be subject to the same terms as the Performance-Based Restricted Stock to which the
dividends relate.



3.  Nontransferability.



(a) Until the Performance-Based Restricted Stock becomes vested in accordance with the terms of this Agreement,
Employee may not transfer Performance-Based Restricted Stock or any rights hereunder to any third party other than by
will or the laws of descent and distribution, except for transfers to a Beneficiary or as otherwise permitted and
subject to the conditions under Section 11(b) of the Plan.



(b) Except as otherwise set forth in Section 8(e) below, Employee may not transfer any Stock that becomes vested
and non-forfeitable upon achievement of the Performance Goals for the Company’s fiscal years ended September 30, 2009
or September 30, 2010 or any rights thereunder to any third party (other than the Company or any subsidiary or
affiliate thereof) until on or after October 1, 2011 (with respect to the Stock that becomes vested with respect to the
fiscal year ended September 30, 2009) and on or after October 1, 2012 (with respect to the Stock that becomes vested
with respect to the fiscal year ended September 30, 2010) other than by will or the laws of descent and distribution,
except for (i) transfers to a Beneficiary or as otherwise permitted before the Performance-Based Restricted Stock
became vested and subject to the conditions under Section 11(b) of the Plan, or (ii) upon a Change in Control or (iii)
after Employee’s Termination of Employment.



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(c) Any transfer in violation of this Section 3 will be void and of no effect.



4.  Termination Provisions. The following provisions will govern the vesting and forfeiture of the
Performance-Based Restricted Stock that is outstanding at the time of Employee’s Termination of Employment (as defined
below), unless otherwise determined by the Committee (subject to Section 8(a) hereof):



(a) Death or Disability. In the event of Employee’s Termination of Employment due to death or Disability (as
defined below), if the Performance Goal for the Company’s fiscal year in which occurs the Employee’s Termination of
Employment due to death or Disability is achieved as of the Stated Vesting Date for such fiscal year (or there is a
Change in Control during such fiscal year), a Pro-Rata Portion (as defined below) of such Performance-Based Restricted
Stock that would have become vested and non-forfeitable for such fiscal year if Employee had continued to be employed
by the Company or a Subsidiary from the Grant Date through the last day of such fiscal year (or until the Change in
Control), to the extent not previously vested, will vest and become non-forfeitable. Any then-outstanding
Performance-Based Restricted Stock that does not become vested by the Stated Vesting Date for such fiscal year (or, if
earlier, the Change in Control) will be immediately forfeited.



(b) Termination by the Company or Voluntarily by the Employee. In the event of Employee’s Termination of
Employment (i) by the Company for any reason other than Disability or death or (ii) by Employee voluntarily (other than
on Retirement as defined below), the then-outstanding Performance-Based Restricted Stock not vested at the date of
Employee’s Termination of Employment will be immediately forfeited.



(c) Retirement. In the event of Employee’s Termination of Employment due to Retirement (as defined below), if the
Performance Goal for the Company’s fiscal year in which occurs the Employee’s Termination of Employment due to
Retirement is achieved as of the Stated Vesting Date for such fiscal year (or there is a Change in Control during such
fiscal year), Fifty Percent (50%) of a Pro-Rata Portion (as defined below) of such Performance-Based Restricted Stock
that would have become vested and non-forfeitable for such fiscal year if Employee had continued to be employed by the
Company or a Subsidiary from the Grant Date through the last day of such fiscal year (or until the Change in Control),
to the extent not previously vested, will vest and become non-forfeitable. Any then-outstanding Performance-Based
Restricted Stock that does not become vested by the Stated Vesting Date for such fiscal year (or, if earlier, the
Change in Control) will be immediately forfeited.



(d) Certain Definitions. The following definitions apply for purposes of this Agreement:



(i) “Disability” means Employee has been incapable of substantially fulfilling the positions, duties,
responsibilities and obligations of his employment because of physical, mental or emotional incapacity resulting from
injury, sickness or disease for a period of at least six consecutive months. The Company and Employee shall agree on
the identity of a physician to resolve any question as to Employee’s disability. If the Company and Employee cannot
agree on the physician to make such determination, then the Company and Employee shall each select a physician and
those physicians shall jointly select a third physician, who shall make the determination. The determination of any
such physician shall be final and conclusive for all purposes of this Agreement. Only the Company can initiate a
Termination of Employment due to Disability.



(ii) “Pro Rata Portion” means a fraction the numerator of which is the number of days during the Company’s fiscal
year through the date of Employee’s Termination of Employment and the denominator of which is the number of days in the
fiscal year.



(iii) “Retirement” means the Employee terminates employment at or after age 65, or at or after age 55 with 20 or
more years of service.



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(iv) “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code
(“Section 424(f) Corporation”) and any partnership, limited liability company or joint venture in which either the
Company or a Section 424(f) Corporation is at least a fifty percent (50%) equity participant.



(v) “Termination of Employment” and “Termination” means the earliest time at which Employee is not employed by the
Company or a Subsidiary and is not serving as a non-employee director of the Company or a Subsidiary.



5.  Dividend Equivalents and Adjustments.



(a) Dividend Equivalents. Dividend Equivalents will be credited on Performance-Based Restricted Stock (other than
Performance-Based Restricted Stock that, at the relevant record date, previously has vested or been forfeited) and
deemed reinvested in additional shares of Performance-Based Restricted Stock. Dividend Equivalents will be credited as
follows, except that the Company may vary the manner of crediting (for example, by crediting cash dividend equivalents
rather than additional Performance-Based Restricted Stock) for administrative convenience:



(i) Cash Dividends. If the Company declares and pays a dividend or distribution on shares of Stock in the form of
cash, then additional Performance-Based Restricted Stock shall be credited to Employee in lieu of payment or crediting
of cash dividend equivalents equal to the number of outstanding Performance-Based Restricted Stock as of the relevant
record date multiplied by the amount of cash paid per share of Stock in such dividend or distribution divided by the
Fair Market Value of a share of Stock at the payment date for such dividend or distribution (rounded down to the
nearest whole share).



(ii) Non-Share Dividends. If the Company declares and pays a dividend or distribution on shares of Stock in the
form of property other than shares of Stock, then a number of additional shares of Performance-Based Restricted Stock
shall be credited to Employee as of the payment date for such dividend or distribution equal to the number of shares of
Performance-Based Restricted Stock credited to the Employee as of the record date for such dividend or distribution
multiplied by the fair market value of such property actually paid as a dividend or distribution on each outstanding
share of Stock at such payment date, divided by the Fair Market Value of a share of Stock at such payment date (rounded
down to the nearest whole share).



(iii) Share Dividends and Splits. If the Company declares and pays a dividend or distribution on shares of Stock
in the form of additional shares of Stock, or there occurs a forward split of shares of Stock, then a number of
additional shares of Performance-Based Restricted Stock shall be credited to Employee as of the payment date for such
dividend or distribution or forward split equal to the number of shares of Performance-Based Restricted Stock credited
to the Employee as of the record date for such dividend or distribution or split multiplied by the number of additional
shares of Stock actually paid as a dividend or distribution or issued in such split in respect of each outstanding
share of Stock (rounded down to the nearest whole share)



(b) Adjustments. The number of shares of Performance-Based Restricted Stock credited to Employee shall be
appropriately adjusted in order to prevent dilution or enlargement of Employee’s rights with respect to
Performance-Based Restricted Stock or to reflect any changes in the number of outstanding shares of Stock resulting
from any event referred to in Section 11(c) of the Plan, taking into account any Performance-Based Restricted Stock
credited to Employee in connection with such event under Section 5 hereof. In furtherance of the foregoing, in the
event of an equity restructuring, as defined in FAS 123R, which affects the shares of Stock, Employee shall have a
legal right to an adjustment to Employee’s Performance-Based Restricted Stock which shall preserve without enlarging
the value of the Performance-Based Restricted Stock, with the manner of such adjustment to be determined by the
Committee in its discretion.



(c) Risk of Forfeiture and Delivery of Performance-Based Restricted Stock Resulting from Dividend Equivalents and
Adjustments. Performance-Based Restricted Stock which directly or indirectly results from Dividend Equivalents on or
adjustments to Performance-Based Restricted Stock granted hereunder shall be subject to the same risk of forfeiture and
other conditions as apply to the granted Performance-Based Restricted Stock to which the Dividend Equivalents or
adjustments relate and will be subject to the same terms as such granted Performance-Based Restricted Stock.



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6.  Delivery.



(a) Delivery Date. Performance-Based Restricted Stock granted hereunder that has become vested, together with any
Performance-Based Restricted Stock credited as a result of Dividend Equivalents or adjustments with respect thereto,
may be evidenced in such manner as the Committee may determine. If certificates representing Performance-Based
Restricted Stock are registered in the name of Employee, the certificates representing such Performance-Based
Restricted Stock shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to
such Performance-Based Restricted Stock or the Stock that becomes vested and non-forfeitable; the Company shall retain
physical possession of any such certificates; and Employee shall deliver a stock power to the Company, endorsed in
blank, relating to the Performance-Based Restricted Stock. In lieu of retaining the registered certificates evidencing
the Performance-Based Restricted Stock, the Company may hold the Performance-Based Restricted Stock in escrow or simply
reflect the Performance-Based Restricted Stock on the Company’s books and records, until Employee’s interest in the
Performance-Based Restricted Stock becomes vested and non-forfeitable or is otherwise forfeited.



7.  Employee Representations and Warranties Upon Settlement. As a condition to the grant or vesting of
Performance-Based Restricted Stock, the Company may require Employee to make any representation or warranty to the
Company as may be required under any applicable law or regulation.



8.  Miscellaneous.



(a) Binding Agreement; Written Amendments. This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties. This Agreement constitutes the entire agreement between the parties with
respect to the Performance-Based Restricted Stock, and supersedes any prior agreements or documents with respect to the
Performance-Based Restricted Stock. No amendment or alteration of this Agreement which may impose any additional
obligation upon the Company shall be valid unless expressed in a written instrument duly executed in the name of the
Company, and no amendment, alteration, suspension or termination of this Agreement which may materially impair the
rights of Employee with respect to the Performance-Based Restricted Stock shall be valid unless expressed in a written
instrument executed by Employee.



(b) No Promise of Employment. The Performance-Based Restricted Stock and the granting thereof shall not constitute
or be evidence of any agreement or understanding, express or implied, that Employee has a right to continue as an
officer or employee of the Company or any Subsidiary for any period of time or at any particular rate of compensation.



(c) Governing Law. The validity, construction, and effect of this Agreement shall be determined in accordance with
the laws (including those governing contracts) of the State of New Jersey, without giving effect to principles of
conflicts of laws, and applicable federal law.



(d) Fractional Performance-Based Restricted Stock and Shares. The number of Performance-Based Restricted Stock
credited to Employee shall not include any fractional shares.



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(e) Mandatory Tax Withholding. Unless otherwise determined by the Committee, at the time of vesting of the
Performance-Based Restricted Stock, the Company will reacquire, in accordance with Section 11(d)(i) of the Plan, that
number of shares of Performance-Based Restricted Stock having a value nearest to, but not exceeding, the amount of
income and employment taxes required to be withheld under applicable laws and regulations, and pay the amount of such
withholding taxes in cash to the appropriate taxing authorities. Employee will be responsible for any withholding taxes
not satisfied by means of such mandatory withholding and for all taxes in excess of such withholding taxes that may be
due upon vesting. Employee may not make an election under Section 83(b) of the Code to include in gross income in the
year of transfer the amount specified in Section 83(b) of the Code or under any similar provision of the law unless
expressly permitted by action of the Committee in writing prior to the making of such election. If the Committee
permits Employee to make any such election in connection with the Performance-Based Restricted Stock, Employee shall
notify the Company of such election within 10 days of filing of the election with the Internal Revenue Service or other
government authority, in addition to complying with any filing or notification required pursuant to regulations issued
under Section 83(b) of the Code or other applicable provisions, and Employee shall be responsible to pay for any
withholding taxes that may be due upon the Section 83(b) election.



(f) Section 409A. It is intended that the Performance-Based Restricted Stock granted hereunder be exempt from the
requirements applicable to nonqualified deferred compensation subject to Section 409A of the Code. For purposes of
this Agreement, any action taken hereunder shall be undertaken in a manner that will not negatively affect the status
of the Performance-Based Restricted Stock as exempt from treatment as nonqualified deferred compensation subject to
Section 409A of the Code unless this action otherwise complies with Section 409A of the Code to the extent necessary to
avoid non-compliance therewith.



(g) Unfunded Obligations. The grant of Performance-Based Restricted Stock and any provision hereof shall not
create in Employee any right to, or claim against any, specific assets of the Company, nor result in the creation of
any trust or escrow account for Employee.



(h) Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its
principal executive offices, in care of the Vice President – Corporate Services, or the officer designated by the
Company as responsible for administration of the Agreement, and any notice to Employee shall be addressed to Employee
at Employee’s address as then appearing in the records of the Company.



(i) Shareholder Rights. Except to the extent restricted under the terms of this Agreement or the Plan relating to
Performance-Based Restricted Stock, Employee and any Beneficiary shall have all rights of a shareholder with respect to
outstanding shares of Performance-Based Restricted Stock (including the right to vote the Stock and to receive
dividends thereon, subject to mandatory reinvestment of the dividends in additional Performance-Based Restricted Stock
as specified herein) covered by this Agreement prior to vesting or forfeiture of the shares of Performance-Based
Restricted Stock as specified herein.



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Exhibit A




NEW JERSEY RESOURCES CORPORATION

2007 Stock Award and Incentive Plan

Performance Goals and Vesting of Performance-Based Restricted Stock




The number of shares of Performance-Based Restricted Stock for the applicable fiscal year of the Company set forth
in the Agreement may become vested and non-forfeitable for such fiscal year, subject to the other terms of the
Agreement, if the Company’s “net financial earnings per share” for the applicable fiscal year equals or exceeds the
following.



	 	 	 	 	 
	Fiscal Year ended September 30:	 	Net Financial Earnings Per Share	 
	
 
	 	 	$	 
	
 
	 	 	$	 






Determinations of the Committee regarding net financial earnings per share will be final and binding on Employee.
Net financial earnings is a financial measure not calculated in accordance with generally accepted accounting
principals (“GAAP”), as it excludes all unrealized, and includes certain realized, gains and losses associated with
derivative investments. Net financial earnings means the net income of the Company excluding unrealized gains or
losses on derivative instruments related to the Company’s unregulated subsidiaries and including certain realized gains
and losses on derivative instruments related to natural gas that has been placed into storage at the Company. Net
financial earnings per share means net financial earnings of the Company for the fiscal year divided by a weighted
average shares outstanding and calculated on a basic (as opposed to fully diluted) basis.



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