ogs_2021xpsuxjune






    ONE GAS, INC.   PERFORMANCE UNIT AWARD AGREEMENT  This Performance Unit Award Agreement (this “Agreement”) is made and entered into as of  June 28, 2021  (the “Grant Date”) by and between ONE Gas, Inc., an Oklahoma corporation (the  “Company”) and %%FIRST_NAME%-% %%LAST_NAME%-% (the “Participant”).  WHEREAS, the Company has adopted the ONE Gas, Inc. Amended and Restated Equity  Compensation Plan (2018), as amended from time to time (the “Plan”), pursuant to which  Performance Unit Awards may be granted; and  WHEREAS, the Executive Compensation Committee of the Board of Directors (the  “Committee”) has determined that it is in the best interests of the Company and its shareholders  to grant the Performance Unit Award provided for herein.  NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:  1. Grant of Performance Units.  1.1 The Company hereby grants to the Participant an award consisting of  %%TOTAL_SHARES_GRANTED,'999,999,999'%-% Performance Units (“Performance Units” or  the “Award”) on the terms and conditions set forth in this Agreement and the Plan.  The  Performance Units are contingently awarded and will be earned if and only to the extent that the  performance goal described on Exhibit A (the “Performance Goal”) is met and vested and  distributable only if other conditions in this Agreement are met.  Each Performance Unit  represents the right to receive one share of the Company’s common stock (“Share”) or, at the  Company’s option, an amount of cash as set forth in Section 6.2, in either case, at the times and  subject to the conditions set forth herein.  The number of Performance Units set forth above is  equal to a target number of Shares that the Participant will earn for 100% achievement of the  Performance Goal (the “Target Award”).  Capitalized terms that are used but not defined herein  have the meanings set forth in the Plan.  1.2 The Performance Units shall be credited to a separate account maintained for the  Participant on the books and records of the Company (the “Account”).  All amounts credited to  the Account shall continue for all purposes to be part of the general assets of the Company.  2. Consideration. The Award is granted in consideration of the Participant’s continued  employment with the Company.    





 






2    3. Vesting.  3.1 General.  Except as provided in this Section 3, subject to Participant’s continuous  employment with the Company during the period beginning on February 15, 2021 and ending on  February 17, 2024 (the “Performance Period”) and subject to the terms of this Agreement, the  Participant shall vest at the end of the Performance Period in the number of Performance Units,  if any, earned upon, and certified following, the attainment of the Performance Goal as of the  end of the Performance Period.  Any Performance Units that do not vest as of the end of the  Performance Period shall be forfeited.  Performance Units that vest pursuant to the terms of this  Agreement, including Sections 3.2 and 3.3 below, are hereinafter referred to as “Vested Units”  and the date upon which the Performance Units vest is hereinafter referred to as a “Vesting  Date.”  Unless and until the Performance Units have vested, Participant will have no right to  receive any Shares subject thereto.  Prior to the actual delivery of any Shares, the Award will  represent an unsecured obligation of the Company, payable only from the Company’s general  assets.      3.2 Termination of Employment.  If prior to the end of the Performance Period, the  Participant ceases to be employed by the Company on account of the Participant’s Retirement,  Total Disability or death, the Participant will vest in a pro-rata portion of the Performance Units  as of the last day of the Performance Period if the Performance Goal and requirements of this  Agreement are met as of such date.  The pro-rata portion of the Performance Units that vest will  be determined by multiplying (x) the maximum number of Performance Units in which the  Participant could vest, based on the actual level at which the Performance Goal is attained and  certified for the Performance Period, as if the Participant remained in the employ of the  Company through the end of the Performance Period, by (y) a fraction, which fraction shall be  equal to the number of full months which have elapsed under the Performance Period at the time  of such termination of employment by the number of full months in the Performance Period.  If  the Participant’s employment with the Company terminates prior to the end of the Performance  Period for any other reason, Participant shall immediately forfeit any and all Performance Units  that have not vested or do not vest on or prior to the Participant’s termination date and neither the  Company nor any Subsidiary shall have any further obligations to the Participant under this  Agreement.   For purposes of this Agreement, employment with any Subsidiary of the Company  shall be treated as employment with the Company.  Likewise, a termination of employment shall  not be deemed to occur by reason of a transfer of employment between the Company and any  Subsidiary.  For purposes of this Agreement:  (a) “Retirement” means a voluntary termination of employment of the Participant  with the Company by the Participant if at the time of such termination of  employment the Participant has both completed five (5) years of service with  the Company and attained age fifty (50).  





 






3    (b) “Total Disability” means that the Participant is permanently and totally  disabled and unable to engage in any substantial gainful activity by reason of  a medically determinable physical or mental impairment which can be  expected to result in death or which has lasted or can be expected to last for a  continuous period of not less than twelve (12) months, and has established  such disability to the extent and in the manner and form as may be required by  the Committee.    3.3 Change in Control.  If a Change in Control occurs prior to the end of the  Performance Period and the Participant is employed by the Company at the time of the Change  in Control, but subsequently terminates prior to the end of the Performance Period based on an  involuntary termination (without cause) or a voluntary termination with “good reason” within 24  months of the Change in Control date, then the Performance Period will end on the date of the  termination due to the Change in Control and the Performance Units will be deemed vested at the  Target Award level as of the date of the termination due to Change in Control (the “Change in  Control Date”).  Good reason includes:  • Demotion or material reduction of authority or responsibility;  • Material reduction in base salary;  • Material reduction in annual incentive or LTI targets;  • Relocation of greater than 35 miles; or  • Failure of the successor company to assume the change-in-control plan.    Notwithstanding the foregoing, the provisions set forth in the Plan applicable to a Change in  Control shall apply to the Award, and in the event of a Change in Control, the Committee, in its  sole discretion and to the extent permitted by Section 409A, may take such actions as it deems  appropriate pursuant to the Plan.  For purposes of this Agreement, the term “Change in Control”  shall have the same meaning as provided in the Plan unless the Award is or becomes subject to  Code Section 409A, in which event “Change in Control” shall have the meaning provided in  Code Section 409A and the related Treasury Regulations.  3.4 Certification.  Except in the event of a Change in Control, the Committee shall,  within a reasonably practicable time following the end of the Performance Period, certify to the  extent, if any, to which the Performance Goal has been achieved with respect to the Performance  Period and the number of Performance Units, if any, earned upon attainment of the Performance  Goal.  Such certification shall be final, conclusive and binding on the Participant, and on all  other persons, to the maximum extent permitted by law.    





 






4    4. Transfer Restrictions.    4.1 Except as provided in Section 4.2, during the Performance Period and until such  time as the Shares underlying the Vested Units have been issued, the Performance Units, related  Shares or the rights relating thereto may not be sold, pledged, assigned, transferred or otherwise  disposed of by the Participant in any manner other than by will or by laws of descent and  distribution.   Except as provided in Section 4.2, any attempt to sell, pledge, assign, transfer or  otherwise dispose of the Performance Units, related Shares or the rights relating thereto shall be  wholly ineffective and, if any such attempt is made, the Performance Units, related Shares or the  rights relating thereto will be forfeited by the Participant and all of the Participant's rights to such  units or related Shares shall immediately terminate without any payment or consideration by the  Company.  4.2 Notwithstanding the foregoing, the Participant may transfer any part or all of the  Participant’s rights in the Performance Units to members of the Participant’s immediate family,  or to one or more trusts for the benefit of such immediate family members, or partnerships in  which such immediate family members are the only partners if the Participant does not receive  any consideration for the transfer.  In the event of any such transfer, Performance Units shall  continue to be subject to the same terms and conditions otherwise applicable hereunder and  under the Plan immediately prior to transfer, except that such rights shall not be further  transferable by the transferee inter vivos, except for transfer back to the Participant.  For any  such transfer to be effective, the Participant must provide prior written notice thereof to the  Committee and the Participant shall furnish to the Committee such information as it may request  with respect to the transferee and the terms and conditions of any such transfer.  For purposes of  this Agreement, “immediate family” shall mean the Participant’s spouse, children and  grandchildren.  5. Dividend Equivalents.  During the Performance Period, the Participant's Account shall be  credited with an amount equal to all ordinary cash dividends (“Dividend Equivalents”) that  would have been paid to the Participant if one Share had been issued on the Grant Date for each  Performance Unit granted to the Participant as set forth in this Agreement.   The Dividend  Equivalents credited to the Participant’s Account will be deemed to be reinvested in additional  Performance Units (or fractional units) and will be subject to the same terms and conditions as  the Performance Units to which they are attributable and shall vest or be forfeited (if applicable)  and settled at the same time as the Performance Units to which they are attributable. Such  additional Performance Units shall also be credited with additional Dividend Equivalents as any  further dividends are declared.    6. Time and Form of Payment with Respect to Vested Units.    6.1 Unless an election is made pursuant to Section 7 below and subject to Section 10  and Section 23.2 and subject to certification by the Committee that the Performance Goal has  





 






5    been achieved and other vesting conditions have been satisfied, the Participant will receive a  distribution with respect to the Vested Units within 75 days following the earlier of (i) the last  day of the Performance Period (the “Distribution Date”) or (ii) the date of termination due to a  Change in Control as described in Section 3.3.  The Vested Units will be settled and distributed  in Shares (either in book-entry form or otherwise) or, at the Company’s option, paid in an  amount of cash as set forth in Section 6.2.   All distributions in Shares shall be in the form of  whole Shares, and any fractional Share shall be distributed in cash in an amount equal to the  value of such fractional Share determined based on the Fair Market Value of a Share on the  Vesting Date.    6.2 If the Company elects to settle the Participant’s Vested Units in cash, the amount  of cash payable with respect to each Vested Unit shall be equal to the Fair Market Value of a  Share on the Vesting Date.     6.3 To the extent that the Participant does not vest in any Performance Units on or  before the end of the Performance Period, all interest in such Performance Units and any  additional Performance Units attributable to Dividend Equivalents shall be forfeited.  The  Participant has no right or interest in any Performance Units that are forfeited.  7. Deferral Election for Officers.    7.1 If the Participant is an officer of the Company, the Participant may irrevocably  elect to defer the Distribution Date of Performance Units, Shares and cash that the Participant  becomes entitled to receive under this Agreement (the “Deferred Amounts”) to a later date, by  filing with the Committee, on or before the deferral election date (the “Election Deadline”)  described in Section 7.2 below, a signed written irrevocable election (the “Election”) which shall  be in the form substantially the same as attached hereto as Exhibit D, or as otherwise approved  by the Committee.   7.2 Any such Election shall be filed with the Committee on or before the Election  Deadline, which shall be August 17, 2023, the date that is six (6) months before the end of the  Performance Period, and shall become effective and irrevocable on such date provided that the  Participant performs services for the Company continuously from the later of the beginning of  the Performance Period or the date the Performance Goal was established through the Election  Deadline.  Notwithstanding the foregoing, in no event shall the Participant’s Election become  effective if any portion of the Deferred Amounts has become readily ascertainable (within the  meaning of Section 409A) and is substantially certain to be paid the Participant as of the Election  Deadline.  To defer the Distribution Date, the Participant must elect to defer one-hundred percent  (100%) of the Deferred Amounts.  Subject to Section 23.2, the Deferred Amounts shall be  distributed to Participant at the time and in the form set forth in the Election (the “Deferred  Date”).  Notwithstanding a Participant’s Election pursuant to this Section 7, if a Change in  Ownership or Control (within the meaning of Section 409A) occurs prior to the Deferred Date,  





 






6    the Deferred Amounts will be distributed to the Participant on the date of the Change in  Ownership or Control.    7.3 This Section 7 shall be applicable solely to the Award and shall not apply to any  other compensation payable to the Participant under the Plan or otherwise.  The right to make a  deferral election under this Section 7 is expressly limited to officers of the Company or any  subset thereof as determined by the Committee from time to time.  This Agreement shall not  permit a subsequent election to delay or modify the form of payment unless authorized and  agreed upon in writing by the Company and Participant and such subsequent election complies  with Section 409A.  8. Conditions to Issuance or Transfer of Shares.  The issuance and transfer of Shares shall  be subject to compliance by the Company and the Participant with all applicable laws, rules and  regulations (“Applicable Laws”) and also to such approvals by governmental agencies as may be  deemed appropriate to comply with relevant securities laws and regulations.  No Shares shall be  issued or transferred unless and until any then applicable requirements of Applicable Laws and  regulatory agencies have been fully complied with to the satisfaction of the Company and its  counsel.     9. Tax Withholding.  Participant shall be required to pay to the Company, and the Company  shall have the right to deduct from any compensation paid to the Participant pursuant to the Plan,  the amount of any required federal, state and local taxes, domestic or foreign, including payroll  taxes, in respect of the Award and to take all such other action as the Committee deems  necessary to satisfy all obligations for the payment of such withholding taxes.  The Company  shall have no obligation to issue any Shares to any Participant unless and until the Participant has  made arrangements, satisfactory to the Company in its sole discretion, to satisfy the Participant’s  tax liability resulting from the vesting or settlement of the Vested Units.  The amount of such  withholding shall be determined by the Company.  The Committee, in its sole discretion, may  permit or require the Participant to satisfy any such tax withholding obligation by any of, or a  combination of, the following means:   9.1 tendering a cash payment or check payable to the Company.  9.2 authorizing the Company to withhold an amount from any cash amounts  otherwise due or to become due from the Company to the Participant.  9.3 authorizing the Company to withhold Shares from the Shares otherwise issuable  to the Participant as a result of the vesting of the Performance Units; provided, however, that no  Shares shall be withheld with a Fair Market Value exceeding the maximum amount of tax  required to be withheld by Applicable law.  





 






7    9.4 delivering to the Company previously owned and unencumbered Shares having a  then current Fair Market Value not exceeding the maximum amount of tax required to be  withheld by Applicable Law.    10. Rights as Shareholder. Except as otherwise provided in the Agreement, the Participant  shall not have any of the rights or privileges of a shareholder with respect to the Shares  underlying the Performance Units unless and until the Performance Units vest and certificates  representing such Shares (which may be in book-entry form) have been issued and recorded on  the Company’s records, and delivered to the Participant or to an escrow account for the  Participant’s benefit.  After such issuance, recordation and delivery, Participant will have the  rights of a shareholder of the Company with respect to such Shares, including without limitation,  voting rights and the right to receipt of dividends and distributions on such Shares.      11. No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon  the Participant any right to serve as an employee or other service provider of the Company or a  Subsidiary.  Further, nothing in the Plan or this Agreement shall be construed to limit the  discretion of the Company or a Subsidiary to terminate the services of the Participant at any  time, with or without cause.   12. Adjustments.  In the event of a change in capitalization described in Section 13 of the  Plan prior to the end of the Performance Period, other than a dividend described in Section 5  above, the Performance Units shall be equitably adjusted or terminated in any manner  contemplated by the Plan to reflect the effect of such event or change in the Company’s capital  structure in such a way as to preserve the value of the Award.    13. Required Participant Repayment/Reduction Provision.  Notwithstanding anything in the  Plan or this Agreement to the contrary, all or a portion of the Award made to the Participant  under this Agreement is subject to being called for repayment to the Company or reduced in any  situation required by law or as specified by Company policy in effect at the time of the request  for repayment or reduction is made.  In any event, even if not required by law or Company  policy, in any situation where the Board or a committee thereof determines that fraud,  negligence, or intentional misconduct by the Participant was a contributing factor to the  Company having to restate all or a portion of its financial statement(s), the Committee may  request repayment or reduction. The Committee may determine whether the Company shall  effect any such repayment or reduction: (i) by seeking repayment from the Participant, (ii) by  reducing (subject to Applicable Law and the Plan’s terms and conditions or any other applicable  plan, program, or arrangement) the amount that would otherwise be awarded or payable to the  Participant under the Award, the Plan or any other compensatory plan, program, or arrangement  maintained by the Company, (iii) by withholding payment of future increases in compensation  (including the payment of any discretionary bonus amount) or grants of compensatory awards  that would otherwise have been made in accordance with the Company’s otherwise applicable  





 






8    compensation practices, or (iv) by any combination of the foregoing. The determination  regarding the Participant’s conduct, and repayment or reduction under this provision shall be  within the Committee’s sole discretion and shall be final and binding on the Participant and the  Company. The Participant, in consideration of the grant of the Award, and by the Participant's  execution of this Agreement, acknowledges the Participant's understanding and agreement to this  provision, and hereby agrees to make and allow an immediate and complete repayment or  reduction in accordance with this provision in the event of a call for repayment or other action by  the Company or Committee to effect its terms with respect to the Participant, the Award and/or  any other compensation described herein.  14. Company Policies.  The Participant agrees that the Award will be subject to any  applicable insider trading policies, retention policies and other policies that may be implemented  by the Board, from time to time.  15. Participant Undertaking.  The Participant agrees to take whatever additional actions and  execute whatever additional documents the Company may in its reasonable judgment deem  necessary or advisable in order to carry out or effect one or more of the obligations or restrictions  imposed on the Participant pursuant to the terms of this Agreement.  It is intended by the  Company that the Plan and Shares covered by the Award are to be registered under the Securities  Act of 1933, as amended, prior to the grant date; provided that in the event such registration is  for any reason not effective for such Shares, the Participant agrees that all Shares acquired  pursuant to the grant will be acquired for investment and will not be available for sale or tender  to any third party.  16. Beneficiary.  The Participant may designate a Beneficiary to receive any rights of the  Participant which may become vested in the event of the Participant’s death under procedures  and in the form established by the Committee; and in the absence of such designation of a  Beneficiary, any such rights shall be deemed to be transferred to the Participant’s estate.    17. Notices. Any notice required to be delivered to the Company under this Agreement shall  be in writing and addressed to the Senior Vice President-Administration and Chief Information  Officer, or his successor in charge of compensation and benefits in Human Resources, of the  Company at the Company's principal corporate offices. Any notice required to be delivered to  the Participant under this Agreement shall be in writing and addressed to the Participant at the  Participant's address as shown in the records of the Company. Either party may designate another  address in writing (or by such other method approved by the Company) from time to time.    18. Incorporation of the Plan; Conflicts. The Performance Units and the Shares issued to  Participant hereunder are subject to the terms and conditions set forth in this Agreement and the  Plan, which is incorporated herein by reference. In the event of any inconsistency between (1)  the Plan and this Agreement, the Plan will control, or (2) the resolutions and records of the Board  





 






9    or Committee and this Agreement, the resolutions and records of the Board or Committee will  control.    19. Successors and Assigns. The Company may assign any of its rights under this  Agreement, and this Agreement will be binding upon and inure to the benefit of the Company’s  successors and assigns. Subject to the restrictions on transfer set forth herein and the Plan, this  Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal  representatives, successors and assigns of the parties hereto.    20. No Impact on Other Benefits. The Company does not intend for the value of the Award  or any Vested Units to be included in the Participant’s normal or expected compensation for  purposes of calculating any severance, retirement, welfare, insurance or similar employee  benefit; provided, however, that if there is any inconsistency between this Agreement and the  terms of another benefit plan, the benefit plan document will control.    21. Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled  or terminated by the Board at any time, in its discretion. The grant of the Performance Units in  this Agreement does not create any contractual right or other right to receive any Performance  Units or other awards in the future. Future awards, if any, will be at the Committee’s sole  discretion. Any amendment, modification, or termination of the Plan shall not constitute a  change or impairment of the terms and conditions of the Participant's employment with the  Company.   22. Amendment. In accordance with the Plan, the Committee may amend or otherwise  modify, suspend, discontinue or terminate this Agreement at any time, prospectively or  retroactively.    23. Section 409A.   23.1 This Award and Agreement is intended to comply with Section 409A or an  exemption thereunder and shall be construed and interpreted in a manner that is consistent with  the requirements for avoiding additional taxes or penalties under Section 409A.  Notwithstanding  any other provision of the Agreement, any distributions or payments due hereunder may only be  made upon an event and in a manner that complies with Section 409A or an applicable  exemption. Any distributions or payments due hereunder upon a termination of employment  shall only be made upon a "separation from service" as defined in Section 409A.  The right to a  series of installment payments under this Agreement shall be treated as a right to a series of  separate payments.  Except as provided in Section 7, in no event may the Participant, directly or  indirectly, designate the calendar year of settlement, distribution or payment.     23.2 If an Award is subject to Section 409A and Participant becomes entitled to  settlement of the Award on account of a separation from service and is a “specified employee”  





 






10    within the meaning of Section 409A on the date of the separation from service, then to the extent  necessary to prevent any accelerated or additional tax under Section 409A, such settlement will  be delayed until the earlier of: (a) the date that is six months following the Participant's  separation from service and (b) the Participant’s death (the “Delayed Payment Date”) and the  accumulated amounts shall be distributed or paid in a lump sum payment on the Delayed  Payment Date.   23.3 The Company does not represent that the Award or this Agreement complies with  Section 409A and in no event shall the Company be liable for all or any portion of any taxes,  penalties, interest or other expenses that may be incurred by the Participant on account of non- compliance with Section 409A.   23.4 To the extent that any provision of the Agreement would cause a conflict with the  requirements of Section 409A, or would cause the administration of the Agreement to fail to  satisfy Section 409A, such provision shall be deemed null and void to the extent permitted by  Applicable Law.  24. Entire Agreement.  The Plan and this Agreement (including any exhibit hereto) constitute  the entire agreement of the parties and supersede in their entirety all prior undertakings and  agreements of the Company and the Participant with respect to the subject matter hereof.   25. Severability. The invalidity or unenforceability of any provision of the Plan or this  Agreement shall not affect the validity or enforceability of any other provision of the Plan or this  Agreement, and each provision of the Plan and this Agreement shall be severable and  enforceable to the extent permitted by law.  26. Governing Law. This Agreement will be construed and interpreted in accordance with the  laws of the State of Oklahoma without regard to the conflict of laws provisions thereof.      27. Counterparts. This Agreement may be executed in one or more counterparts, including by  way of electronic signature, subject to Applicable Law, each of which shall be deemed an  original and all of which together will constitute one instrument.   28. Administration of Award; Acceptance. As a condition of receiving this Award, the  Participant agrees that the Committee shall have full and final authority to construe and interpret  the Plan and this Agreement, and to make all other decisions and determinations as may be  required under the Plan or this Agreement as they may deem necessary or advisable for  administration of the Plan or this Agreement, and that all such interpretations, decisions and  determinations shall be final and binding on the Participant, the Company and all other interested  persons.  Any dispute regarding the interpretation of this Agreement shall be submitted by the  Participant or the Company to the Committee for review.  The resolution of such dispute by the  Committee shall be final and binding on the Participant and the Company.  Day-to-day authority  





 






11    and responsibility has been delegated to the Company’s ONE Gas, Inc. Benefits Committee and  its authorized representatives, and all actions taken thereby shall be entitled to the same  deference as if taken by the Committee itself.      The Participant hereby acknowledges receipt of this Agreement and a copy of the  Plan.  Participant agrees to be bound by all of the provisions set forth in this Agreement  and the Plan and acknowledges that there may be adverse tax consequences upon the  vesting or settlement of the Performance Units or disposition of the underlying Shares and  that Participant has been advised to consult a tax advisor prior to such vesting, settlement  or disposition.  Participant accepts the Award under the terms and conditions stated in this  Agreement, subject to all terms and provisions of the Plan, by electronic acceptance of the  grant.     





 






    Exhibit A  Performance Unit Performance Goal  2021-2024 Performance Period  Subject to the terms of the Agreement, Participant shall vest in a percentage of the Target Award  (including any Dividend Equivalents) at the end of the Performance Period based on the  Company’s ranking for Total Stockholder Return (“TSR”) against the ONE Gas Peer Group  listed in Exhibit C, all as determined by the Committee in its sole discretion.  Exhibit B is an  illustration of Hypothetical Performance.        The number of Performance Units awarded at the time of vesting is based on our TSR positioning as a percentage  basis at the end of the three-year performance period as set forth in the following chart.  If the actual TSR percentile  rank falls between the stated percentile ranks set forth in the chart, the payout percentage is interpolated between the  percentile rank above and below the actual percentile rank, except that no Performance Units are earned if ONE  Gas’s TSR ranking at the end of the Performance Period is below the 25th percentile.    Percentile Rank Payout (as a % of Target)  90th percentile and above 200%  75th percentile 150%  50th percentile 100%  25th percentile 50%  Below the 25th percentile 0%    





 






    Exhibit B  Illustration of Hypothetical 2021-2024 Performance Period  Performance Unit Award Calculation  Illustration assumes 500 Performance Units Granted in February 2021    Total Stockholder Return (“TSR”) vs. ONE Gas Peer Group    Hypothetical  ONE Gas TSR Ranking = 40th percentile    A 40th percentile TSR ranking earns 80% of Performance Units granted (i.e., 500 units)   as interpolated between 50% and 100% from Exhibit A (see chart above)    400 Performance Units earned*        Total Performance Units Earned    400 Performance Units    400* Performance Units earned out of 500 units granted = 80% “earn-out”   [80% of 500 shares paid and distributed in the form of Shares]                                            *In addition, applicable Dividend Equivalents will be added with an 80% “earn-out”. 





 






    Exhibit C    2021-2024 ONE GAS TSR Peer Group  Company Name Sym  Alliant Energy Corporation LNT  Atmos Energy Corporation ATO  Avista Corporation AVA  CenterPoint Energy, Inc. CNP  Chesapeake Utilities Corporation CPK  CMS Energy Corporation CMS  New Jersey Resources Corporation NJR  NiSource Inc. NI  Northwest Natural Holding Company NWN  NorthWestern Corporation NWE  South Jersey Industries, Inc. SJI  Southwest Gas Holdings, Inc. SWX  Spire Inc. SR          In the event that any of the Peer Group companies are not available for performance  comparison either by going out of business, being sold, being merged into another company  or any other reason, then that company will be dropped from the list and the performance  comparison will be made with the remaining Peer Group companies. 





 






    Exhibit D    ONE Gas, Inc.   Amended and Restated Equity Compensation Plan (2018)  Performance Unit Deferral Election      INSTRUCTIONS:  This Deferral Election must be completed and returned to the plan  administrator at ONE Gas, Inc. no later than August 17, 2023 (the “Election Deadline”).  This  election becomes irrevocable as of the Election Deadline; provided, however, this election shall  only become effective to the extent permitted by Section 409A.         This Election is made by the undersigned Participant pursuant to the terms of the ONE Gas,  Inc. Amended and Restated Equity Compensation Plan (2018), as amended from time to time (the  “Plan”) and that certain Performance Unit Award Agreement issued to me under the Plan on the  28th day of June, 2021 (the “Agreement”).  Capitalized terms that are used but not defined herein  have the meanings set forth in the Agreement.    1. Irrevocable Elections as to the Time and Form of Payment     I hereby irrevocably elect to defer the payment and my receipt of all Performance Units,  Shares and cash that I may become entitled to receive pursuant to the Agreement (the “Deferred  Amounts”) from the regularly scheduled time of payment set forth in Section 6 of the Agreement  until a later date as follows:    A.  Specified Time of Payment Election (Put initials by your choice)    ___ I elect to have the Deferred Amounts deferred and paid to me on the later  of (i) the date of my separation from service as an employee of the Company, or  (ii) [________, 20__] in the form specified below.    ___ I elect to have the Deferred Amounts deferred and paid to me on the date of  my separation from service as an employee of the Company in the form specified  below.     B.  Form of Payment Election (Put initials by your choice)     ___   I elect to receive the Deferred Amounts in a single lump sum payment.    ____ I elect to receive the Deferred Amounts in ______ (specify 2, 3, 4 or 5)  equal annual installments commencing on the Specified Time of Payment that I  have elected in Part A above, until fully paid. The number of Shares or cash  received in each installment will equal the number and amount, respectively, that  have not been paid as of the date immediately preceding the installment payment  date, divided by the number of installments remaining to be paid as of the date  immediately preceding the installment payment date.  The resulting number shall  





 






    be rounded down to the next whole number, except that the final installment shall  be rounded up to the next whole number.    C.  Election in the Event of Death (Put initials by your choice)    ___ In the event of my death prior to, or after, the Specified Time of Payment  that I have elected above, I elect to have my named beneficiaries (or my estate, if I  do not have any designated beneficiaries) receive payment and transfer of the  Deferred Amounts in a single lump sum within 60 days following my death.    ___ In the event of my death prior to, or after, the Specified Time of Payment  that I have elected above, I elect to have my named beneficiaries (or my estate, if I  do not have any designated beneficiaries) receive payment and transfer of the  Deferred Amounts in ______ (specify 2, 3, 4 or 5) equal annual installments  commencing within 60 days following my death, until fully paid. The number of  Shares or cash received in each installment will equal the number and amount,  respectively, that have not been paid as of the date immediately preceding the  installment payment date, divided by the number of installments remaining to be  paid as of the same date.  The resulting number shall be rounded down to the next  whole number, except that the final installment shall be rounded up to the next  whole number.    D. Change in Ownership or Control (Mandatory Distribution)    Notwithstanding the above elections, if a Change in Ownership or Control (within  the meaning of Section 409A) occurs prior to the full distribution of the Deferred  Amounts, all Deferred Amounts that have not been paid and transferred will be paid  and transferred on the date of the Change in Ownership or Control.  In the event  Shares no longer exist at the time of payment and transfer, each of the deferred  Performance Units shall be converted in a manner that is consistent with the manner  in which Shares held by shareholders of the Company were treated with respect to  the Change in Ownership or Control.    2. Additional Terms    A. Unforeseeable Emergency.  You may request an accelerated payment of all or a  portion of the Deferred Amounts if you experience an Unforeseeable Emergency  (as defined in the Plan), subject to the requirements set forth in Plan Section 11.5.    If approved, payment shall be made in a single lump sum within 90 days after the  approval date.    B. Specified Employee.  If you become entitled to a distribution on account of a  separation from service and you are “specified employee” (within the meaning of  Section 409A) on the date of your separation from service, payment of all or a  portion of your Deferred Amounts may be delayed in accordance with Plan Section  11.4.      





 






    C. Re-deferrals and Changing the Form of Payment. You may, at the Committee’s  discretion, be permitted to make a re-deferral election with respect to the amounts  deferred hereunder in accordance with Plan Section 11.3.  D. Withholding.  You will be required to satisfy any tax withholding obligations  relating to the Deferred Amounts, and delivery of the Shares or cash will be  conditional upon your satisfaction of such obligations.      3. Acknowledgment    By executing this Election, I acknowledge that:    A. I have read the terms of the Plan, the Agreement and this Election and agree to all  the terms and conditions.    B. I understand that any amounts that I defer hereunder are unfunded and unsecured  and subject to the claims of the Company’s creditors in the event of the Company’s  insolvency.  C. I understand that the Plan, the Agreement and this Election are intended to comply  with Section 409A and that they will be interpreted accordingly.  However, I  understand that the Company will have no liability with respect to any failure to  comply with Section 409A.   D. I understand that this Election will become irrevocable as of the Election Deadline.    E. I have consulted with my own tax advisor regarding the tax consequences of  participating in the Plan and making this election.    I hereby make this election as of this ___ day of ____, 20__.        _____________________________________  Participant Signature      _____________________________________  Print Participant’s Name      _____________________________________  Employee ID Number        Copy received this ____ day of ________, 20__,      ______________________________________  For the Committee