exhibit10_1.htm


    


    

     

    NEW
      JERSEY RESOURCES CORPORATION

    2007
      Stock Award and Incentive Plan

    Performance
      Shares Agreement

    


    This
      Performance Shares Agreement (the
“Agreement”), which includes the attached “Terms and Conditions of Performance
      Shares” (the “Terms and Conditions”) and the attached Exhibit A captioned
“Performance Goal and Earning of Performance Shares”, confirms
      the grant on ______________ (the “Grant Date”) by NEW JERSEY RESOURCES
      CORPORATION, a New Jersey corporation (the “Company”), to
_____________ (“Employee”), under Sections 6(e), 6(i) and
      7 of the 2007 Stock Award and Incentive Plan (the “Plan”), of Performance Shares
      (the “Performance Shares”), including rights to Dividend Equivalents as
      specified herein, as follows:

    


    
      	
               

            	
              Target
                Number Granted:
                         _______  Performance
                Shares (“Target Number”)

            


    

    


    
      	
               

            	
              How
                Performance Shares are Earned and Vest: The Performance Shares, if
                not previously forfeited, (i) will be earned, if and to the extent
                that the Performance Goal defined on Exhibit A to this Agreement is
                achieved, with the corresponding number of Performance Shares earned
                (ranging from 0% to 150% of the Target Number) as specified on
                Exhibit A, and (ii) will vest as to the number of Performance
                Shares earned if Employee continues to be employed by the Company
                or a
                Subsidiary through __________ (the “Stated Vesting Date”). In addition, if
                not previously forfeited, upon a Change in Control the Performance
                Shares
                will be deemed earned in an amount equal to the greater of the Target
                Number or the number of Performance Shares  that would have been
                earned based upon the actual level of achievement if the performance
                period had ended at the date of the Change in Control and will become
                immediately vested, and, if (and only if) the stock of the Company
                remains
                publicly traded after the Change in Control, any Performance Shares
                not
                earned will remain potentially earnable in accordance with the terms
                of
                this Agreement.  In addition, if not previously forfeited, the
                Performance Shares will be deemed earned and become vested upon the
                occurrence of certain events relating to Termination of Employment
                to the
                extent provided in Section 4 of the attached Terms and Conditions.
                The terms “vest” and “vesting” mean that the Performance Shares have
                become non-forfeitable upon the occurrence of a voluntary Termination
                of
                Employment by Employee (excluding a Retirement).  If the
                Performance Goal is not met (or not fully met) and the Performance
                Shares
                are not otherwise deemed earned by the Earning Date (as defined below),
                the Performance Shares (or the unearned portion of the Performance
                Shares)
                will be immediately forfeited.  If Employee has a Termination of
                Employment prior to a Stated Vesting Date and the Performance Shares
                are
                not otherwise deemed earned and vested by that date, the Performance
                Shares will be immediately forfeited except as otherwise provided
                in
                Section 4 of the attached Terms and Conditions. Forfeited Performance
                Shares cease to be outstanding and in no event will thereafter result
                in
                any delivery of shares of Stock to
                Employee.

            


    

    


    
      	
               

            	
              Performance
                Goal and Earning Date: The Performance Goal and Earning Date, and the
                number of Performance Shares earned for specified levels of performance
                at
                the Earning Date, shall be as specified in Exhibit A
                hereto.

            


    

    


    
      	
               

            	
              Settlement:
                Performance Shares that are to be settled hereunder, including Performance
                Shares credited as a result of Dividend Equivalents, will be settled
                by
                delivery of one share of Stock, for each Performance Share being
                settled.
                Settlement shall occur at the time specified in Section 6 of the
                attached Terms and Conditions.

            


    

     

    The
      Performance Shares are subject to
      the terms and conditions of the Plan and this Agreement, including the Terms
      and
      Conditions of Performance Shares attached hereto and deemed a part hereof.
      The
      number of Performance Shares and the kind of shares deliverable in settlement
      and other terms and conditions of the Performance Shares 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 Shares are nontransferable, except as provided in
      Section 3 of the attached Terms and Conditions and Section 11(b) of the
      Plan, (ii) the Performance Shares are subject to forfeiture in the event of
      Employee’s Termination of Employment in certain circumstances prior to vesting,
      as specified in Section 4 of the attached Terms and Conditions, and
      (iii) sales of shares of Stock will be subject to any Company policy
      regulating trading by employees.

     

    
      1

      
        

      

    

     

    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____________________
      NAME

      Title



    


    EMPLOYEE

    


    


    ____________________

    NAME

    Title

    


    
      
        
          
          

        

        
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    TERMS
      AND CONDITIONS OF PERFORMANCE SHARES

    


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

    


    1. General.  The
      Performance Shares are granted to Employee under the Company’s 2007 Stock Award
      and Incentive Plan (the “Plan”), 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 the
      Performance Shares, 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.

    


    2. 
Account
      for
      Employee. The Company shall maintain a
      bookkeeping account for Employee (the “Account”) reflecting the number of
      Performance Shares then credited to Employee hereunder as a result of such
      grant
      of Performance Shares and any crediting of additional Performance Shares to
      Employee pursuant to payments equivalent to dividends paid on shares of Stock
      under Section 5 hereof (“Dividend Equivalents”).

    


    3. 
      Nontransferability. Until Performance Shares become
      settleable in accordance with the terms of this Agreement, Employee may not
      transfer Performance Shares 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.  The foregoing notwithstanding, if any
      Performance Share constitutes a deferral of compensation under Code Section
      409A, the Performance Share shall not be subject to anticipation, alkienation,
      sale, transfer, assignment, pldege, encombrance, attachment, or garnishment
      by
      creditors of Employee or any Beneficiary, and shall not be subject to offset
      by
      the Company at any time before the settlement date.

    


    4. 
Termination
      Provisions. The following provisions will govern the vesting and
      forfeiture of the Performance Shares that are 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) the Performance Shares will be deemed earned in an amount equal
      to the greater of the Target Number or the number of Performance Shares that
      would have been earned based upon the actual level of achievement if the
      performance period had ended at the date of the Termination of
      Employment.  A Pro-Rata Portion (as defined below) of the Performance
      Shares earned, to the extent not previously vested, will vest immediately,
      and
      such Performance Shares, together with any then-outstanding Performance Shares
      that previously became vested, will be settled in accordance with Section 6(a)
      hereof.  Any portion of the then-outstanding Performance Shares not
      earned or not vested at or before the date of Termination will be
      forfeited.

    


    (b)
Termination
      by the Company or
      Voluntarily by the Employee. In the event of Employee’s Termination of
      Employment by the Company for any reason other than Disability or by Employee
      voluntarily (other than a Retirement), the portion of the then-outstanding
      Performance Shares not vested at the date of Termination will be
      forfeited.

    


     (c)
Retirement.
In
      the
      event of Employee’s Termination of Employment due to Retirement (as defined
      below), the Performance Shares will be deemed earned in an amount equal to
      fifty
      percent of the Target Number. A Pro-Rata Portion (as defined below) of the
      Performance Shares earned, to the extent not previously vested, will vest
      immediately, and such Performance Shares, together with any then-outstanding
      Performance Shares that previously became vested, will be settled in accordance
      with Section 6(a) hereof. Any portion of the then-outstanding Performance Shares
      not earned or not vested at or before the date of Termination will be
      forfeited.

    


    
      
        
          
          

        

        
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    (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.  In the case of
      Performance Shares that do not constitute a deferral of compensation under
      Section 409A of the Code, 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 that have from the Grant
      Date to the date of Employee’s Termination of Employment and the denominator of
      which is the number of days from the Grant Date to the Stated Vesting
      Date.

    


    (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.

    


    (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 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 of the Company and is not serving as a non-employee
      director of the Company or a Subsidiary of the Company.

    


    5. 
      Dividend Equivalents and
      Adjustments.

    


    (a)
Dividend
      Equivalents.
      Dividend Equivalents will be credited on Performance Shares (other than
      Performance Shares that, at the relevant record date, previously have been
      settled or forfeited) and deemed reinvested in additional Performance Shares.
      Dividend Equivalents will be credited with respect to unearned Performance
      Shares, earned but not vested Performance Shares, and vested but not settled
      Performance Shares. 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 Shares) 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 Shares shall be credited to Employee’s
      Account in lieu of payment or crediting of cash dividend equivalents equal
      to
      the number of Performance Shares credited to the Account 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.

    


    (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
      Performance Shares shall be credited to Employee’s Account as of the payment
      date for such dividend or distribution equal to the number of Performance Shares
      credited to the Account 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.

    


    (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 Performance Shares
      shall be credited to Employee’s Account as of the payment date for such dividend
      or distribution or forward split equal to the number of Performance Shares
      credited to the Account 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.

    


    
      
        
          
          

        

        
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    (b)
Adjustments.
      The number of
      Performance Shares credited to Employee’s Account shall be appropriately
      adjusted in order to prevent dilution or enlargement of Employee’s rights with
      respect to Performance Shares 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 Shares credited to
      Employee in connection with such event under Section 5(a) 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 Shares which shall preserve without
      enlarging the value of the Performance Shares, with the manner of such
      adjustment to be determined by the Committee in its discretion.

    


    (c)
Risk
      of Forfeiture and
      Settlement of Performance Shares Resulting from Dividend Equivalents and
      Adjustments. Performance Shares which directly or indirectly result from
      Dividend Equivalents on or adjustments to a Performance Share granted hereunder
      shall be subject to the same risk of forfeiture and other conditions as apply
      to
      the granted Performance Share and will be settled at the same time as the
      granted Performance Share.

    


    6.
 Settlement
      and
      Deferral.

    


    (a)
Settlement
      Date.
Performance Shares granted hereunder that have been earned and vested,
      together with Performance Shares credited as a result of Dividend Equivalents
      with respect thereto, shall be settled by delivery of one share of Stock for
      each Performance Share being settled. Settlement of a Performance Share granted
      hereunder shall occur at the Stated Vesting Date (with shares to be delivered
      within five business days after the Stated Vesting Date); provided, however,
      that settlement shall occur earlier (i) within 90 days after the date
      of death of Employee, (ii) within 60 days after termination due to
      Disability (subject to Section 6(c)(iii), if applicable ), or
      (iii) upon a Change in Control except that, if the Performance Shares are
      subject to Section 6(c) hereof, no distribution shall be triggered if the Change
      in Control does not involve an event that comes within the definition under
      Section 409A(a)(2)(A)(v)); and provided further, that settlement shall be
      deferred if so elected by Employee in accordance with Section 6(b) hereof.
      Settlement of Performance Shares which directly or indirectly result from
      Dividend Equivalents on Performance Shares granted hereunder shall occur at
      the
      time of settlement of the granted Performance Share.

    


    (b)
Elective
      Deferral. The
      Committee may determine to permit Employee to elect to defer settlement (or
      redefer) if such election would be permissible under Section 409A of the
      Code. In addition to any applicable requirements under Section 409A of the
      Code, any such deferral election shall be made only while Employee remains
      employed and at a time permitted under Section 409A. Any elective deferral
      will be subject to such additional terms and conditions as the Vice President
—
Corporate Services, or the officer designated by the Company as responsible
      for
      administration of the Agreement, may reasonably impose.

    


    (c)
Compliance
      with Code
      Section 409A. Other provisions of this Agreement notwithstanding, if
      Performance Shares constitute a "deferral of compensation" under
      Section 409A of the Code (“§ 409A”) as presently in effect or hereafter
      amended (i.e., the Performance Shares are not excluded or exempted under § 409A
      or a regulation or other official governmental guidance thereunder; Note: an
      elective deferral under Section 6(b) would cause the Performance Shares to
      be a
      deferral of compensation subject to § 409A, and reaching Retirement eligibility
      under Section 4 could cause a portion of the Performance Shares to be a deferral
      of compensation subject to § 409A), settlement shall be subject to the following
      rules:

    


    (i)
      The Company shall have no authority
      to accelerate distributions relating to such Performance Shares in excess of
      the
      authority permitted under § 409A;

    


    (ii)
      Any distribution relating to such
      Performance Shares triggered by Employee’s Termination of Employment and
      intended to qualify under § 409A(a)(2)(A)(i) shall be made only at the time that
      Employee has had a “separation from service” within the meaning of Treasury
      Regulation § 1.409A-1(h) (or earlier at such time, after a Termination of
      Employment, that there occurs another event triggering a distribution under
      the
      Plan or this Agreement in compliance with § 409A);

    


    (iii)
      Any distribution relating to such
      Performance Shares subject to § 409A(a)(2)(A)(i) that would be made within six
      months following a separation from service of a “Specified Employee” (or “key
      employee”) as defined under § 409A(a)(2)(B)(i) shall instead occur at the
      expiration of the six-month period under § 409A(a)(2)(B)(i). In the case of
      installments, this delay shall not affect the timing of any installment
      otherwise payable after the six-month delay period.  During such
      six-month delay period, settlement will not be accelerated upon occurrence
      of a
      Change in Control, and otherwise accelerated settlement will only be permitted
      to the extent permissible under § 409A; and

    


    
      
        
          
          

        

        
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               (iv)
      Any rights of Employee or retained authority of the Company with respect to
      Performance Shares hereunder shall be automatically modified and limited to
      the
      extent necessary so that Employee will not be deemed to be in constructive
      receipt of income relating to the Performance Shares prior to the distribution
      of shares to Employee and so that Employee shall not be subject to any penalty
      under § 409A.

    


    7. 
      Employee Representations and Warranties Upon
      Settlement. As a condition to the settlement of the
      Performance Shares, 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 Shares,
      and
      supersedes any prior agreements or documents with respect to the Performance
      Shares. 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 Shares shall
      be
      valid unless expressed in a written instrument executed by
      Employee.

    


    (b)
No
      Promise of Employment.
The Performance Shares 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 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 Shares
      and Shares. The number of Performance Shares credited to Employee’s Account
      shall include fractional Performance Shares calculated to at least three decimal
      places, unless otherwise determined by the Committee. Unless settlement is
      effected through a third-party broker or agent that can accommodate fractional
      shares (without requiring issuance of a fractional Share by the Company), upon
      settlement of the Performance Shares Employee shall be paid, in cash, an amount
      equal to the value of any fractional Share that would have otherwise been
      deliverable in settlement of such Performance Shares.

    


    (e)
Mandatory
      Tax Withholding.
      Unless otherwise determined by the Committee, at the time of vesting and/or
      settlement the Company will withhold from any shares of Stock deliverable in
      settlement of the Performance Shares, in accordance with Section 11(d)(i)
      of the Plan, the number of shares of 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 or settlement of Performance Shares.1

    


    (f)
Statements.
      An individual
      statement of each Employee’s Account will be issued to Employee at such times as
      may be determined by the Company. Such a statement shall reflect the number
      of
      Performance Shares credited to Employee’s Account, transactions therein during
      the period covered by the statement, and other information deemed relevant
      by
      the Company. Such a statement may be combined with or include information
      regarding other plans and compensatory arrangements. Employee’s statements shall
      be deemed a part of this Agreement, and shall evidence the Company’s obligations
      in respect of Performance Shares, including the number of Performance Shares
      credited as a result of Dividend Equivalents (if any). Any statement containing
      an error shall not, however, represent a binding obligation to the extent of
      such error, notwithstanding the inclusion of such statement as part of this
      Agreement.

    


    (g)
Unfunded
      Obligations. The
      grant of the Performance Shares and any provision for distribution in settlement
      of Employee’s Account hereunder shall be by means of bookkeeping entries on the
      books of the Company and 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. With respect to Employee’s entitlement to
      any distribution hereunder, Employee shall be a general creditor of the
      Company.

    
      

    

    
      1           Note
        to draft: Employees will have to pay FICA withholding taxes at the time of
        vesting on any Performance Shares the settlement of which is deferred past
        vesting. Such deferral would defer income taxes, however.

    

    
      
         

        
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    (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.
Employee and any Beneficiary shall not have any rights with respect to
      shares of Stock (including voting rights) covered by this Agreement prior to
      the
      settlement and distribution of the shares of Stock as specified
      herein.  Specifically, Performance Shares represent a contractual
      right to receive shares of Stock in the future, subject to the terms and
      conditions of this Agreement and the Plan, and do not represent ownership of
      shares of Stock at any time before the settlement of this Award.

    


    
      
        
          
          

        

        
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    Exhibit A

    NEW
      JERSEY RESOURCES CORPORATION

    2007
      Stock Award and Incentive Plan

    Performance
      Goal and Earning of Performance Shares

    


    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
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