performancegrant.htm


    


    Exhibit
10.1

    DOMINION
RESOURCES, INC.

    2009
PERFORMANCE GRANT PLAN

    


    


    1.           Purpose.   The
purpose of the 2009 Performance Grant Plan (the “Plan”) is to set forth the
terms of 2009 Performance Grants awarded by Dominion Resources, Inc., a Virginia
Corporation (the “Company”) pursuant to the Dominion Resources, Inc. 2005
Incentive Compensation Plan and any amendments thereto.  This Plan
contains the Performance Goals for the awards, the Performance Criteria, the
target and maximum amounts payable and other applicable terms and
conditions.

    


    2.           Definitions.  Capitalized
terms used in this Plan not defined in this Section 2 will have the meaning
assigned to such terms in the Dominion Resources, Inc. 2005 Incentive
Compensation Plan.

    


    a.           Cause.  For
purposes of this Plan, the term “Cause” will have the meaning assigned to that
term under a Participant’s Employment Continuity Agreement with the Company, as
such Agreement may be amended from time to time.

    


    b.           Date of
Grant.  February 2, 2009.

    


    c.           Disability or
Disabled.  The Committee will determine whether or not a
Disability exists and its determination will be conclusive and binding on the
Participant. To the extent a Performance Grant is subject to Code Section 409A,
the Committee’s determination will be made in accordance with the requirements
of Treasury Regulation Section 1.409A-3(i)(4).

    


    d.           Participant.  An
officer of the Company or a Dominion Company who receives a Performance Grant on
the Date of Grant.

    


    e.           Performance
Period.  The 24-month period beginning on January 1, 2009 and
ending on December 31, 2010.

    


    f.           Retire or
Retirement.  For purposes of this Plan, the term Retire or
Retirement means a voluntary termination of employment on a date when the
Participant is eligible for early or normal retirement benefits under the terms
of the Dominion Pension Plan, or would be eligible if any crediting of deemed
additional years of age or service applicable to the Participant under the
Company’s Benefit Restoration Plan or New Benefit Restoration Plan was applied
under the Dominion Pension Plan, as in effect at the time of the
determination.  Notwithstanding the foregoing, a Participant will not
be treated as eligible for retirement benefits for purposes of this Plan if the
Chief Executive Officer of the Company determines, in his sole discretion, that
the Participant’s retirement is detrimental to the Company.

    


    h.           Target
Amount.  The dollar amount designated on the Participant’s
Performance Grant.

    


    


    
      
        
          
            


            -  -

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    3.           Performance
Grants.  A Participant will receive a written notice of the
amount designated as the Participant’s Target Amount for the Performance Grant
payable under the terms of this Plan.  The actual payout may be from
0% to 200% of the Target Amount, depending on the achievement of the Performance
Goals.

    


    4.           Performance Achievement and Time of
Payment.  Upon the completion of the Performance Period, the
Committee will determine the Performance Goal achievement of each of the
Performance Criteria described in Section 6.  The Company will then
calculate the amount of each Participant’s Performance Grant based on such
Performance Goal achievement.  Except as provided in Sections 7(b) or
8, payout of Performance Grants will be made as soon as administratively
feasible after the end of the Performance Period.  In no event will
payment be made later than March 15, 2011.

    


    5.           Forfeiture.  Except
as provided in Sections 7 and 8, a Participant's right to payout of a
Performance Grant will be forfeited if the Participant’s employment with the
Company or a Dominion Company terminates before the end of the Performance
Period.

    


    6.           Performance
Goals.  Payout of Performance Grants will be based on the
Performance Goal achievement described in this Section 6 of the three
Performance Criteria defined in Exhibit A.

    


    a.           TSR
Performance.  Total Shareholder Return Performance (“TSR
Performance”) will determine fifty percent (50%) of the Target Amount (“TSR
Percentage”).  TSR Performance is defined in Exhibit A.  The
TSR Percentage of the Target Amount that will be paid out, if any, is based on
the following table:

    


    
      
        
          
            
              	 
      	
                      Percentage
      Payout

                    
	
                      Relative TSR Performance

                    	
                      of TSR Percentage

                    
	
                      Top
      Quartile - 75% to 100%

                    	
                      150%
      - 200%

                    
	
                      2nd
      Quartile - 50% to 74.9%

                    	
                      100%
      - 149.9%

                    
	
                      3rd
      Quartile - 25% to 49.9%

                    	
                      50%
      - 99.9%

                    
	
                      4th
      Quartile - below 25%

                    	
                      0%

                    


            

          

        

      

    

    


    To the
extent that the Company’s TSR Performance ranks in a percentile within the Top,
2nd or 3rd Quartiles of Relative TSR Performance, then the TSR Percentage Payout
will be interpolated between the top and bottom of the Percentage Payout of TSR
Percentage range for that Quartile.  No payment will be made if the
TSR Performance is in the 4th Quartile, except that a payment of 25% of the TSR
Percentage will be made if the Company’s TSR Performance was at least 10% on a
compounded annual basis for the Performance Period.

    


    b.           ROIC
Performance.  Return on Invested Capital Performance (“ROIC
Performance”) will determine forty percent (40%) of the Target Amount (“ROIC
Percentage”).  ROIC Performance is defined in Exhibit
A.  The ROIC Percentage of the Target Amount that will be paid out, if
any, is based on the following table:

     

    
      


      
        
          
            	 
      	
                    Percentage
      Payout

                  
	
                    ROIC Performance

                  	
                    of ROIC Percentage

                  
	
                    9.26%
      and above

                  	
                    200%

                  
	
                    9.06%
      - 9.25%

                  	
                    150%
      - 199.9%

                  
	
                    8.86%
      - 9.05%

                  	
                    100%
      - 149.9%

                  
	
                    8.66%
      - 8.85%

                  	
                    50%
      - 99.9%

                  
	
                    Below
      8.66%

                  	
                    0%

                  


          

        

      

      


      To the
extent that the Company’s ROIC Performance is greater than 8.66% and less than
9.26%, the ROIC Percentage payout will be interpolated between the top and
bottom of the applicable Percentage Payout of ROIC Percentage range set forth
above.

      


    

    


    
      
        
          
            


            -  -

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    c.           Book Value per Share
Performance.  Book Value per Share Performance (“Book Value
Performance”) will determine ten percent (10%) of the Target Amount (“Book Value
Percentage”).  Book Value Performance is defined in Exhibit A. The
Book Value Percentage of the Target Amount that will be paid out, if any, is
based on the following table:

    


    
      
        
          	
                  Book
      Value

                	
                  Percentage
      Payout of

                
	
                  Performance

                	
                  Book Value Percentage

                
	
                  $22.66
      and above

                	
                  200%

                
	
                  $22.16
      - $22.65

                	
                  150%
      - 199.9%

                
	
                  $21.66
      - $22.15

                	
                  100%
      - 149.9%

                
	
                  $21.16
      - $21.65

                	
                  50%
      - 99.9%

                
	
                  Below
      $21.16

                	
                  0%

                


        

      

    

    


    To the extent that the Company’s Book
Value Performance is greater than $21.16 and less than $22.66, the Book Value
Percentage payout will be interpolated between the top and bottom of the
applicable Percentage Payout of Book Value Percentage range set forth
above.

    


    7.           Retirement,
Termination without Cause, Death or Disability.

    


    a.           Retirement or Involuntary
Termination without Cause.  If a Participant Retires during the
Performance Period or if a Participant’s employment is
involuntarily  terminated by the Company or a Dominion Company without
Cause during the Performance Period and the Participant would have been eligible
for a payment if the Participant had remained employed until the end of the
Performance Period, the Participant will receive a pro-rated payout of the
Participant’s Performance Grant multiplied by a fraction, the numerator of which
is the number of months from the Date of Grant to the Participant’s termination
of employment, and the denominator of which is the number of  months
between the Date of Grant and December 31, 2010.  Payment will be made
after the end of the Performance Period at the time provided in Section 4 based
on the Performance Goal achievement approved by the Committee.  If the
Participant Retires, however, no payment will be made if the Company’s Chief
Executive Officer determines, in his sole discretion, that the Participant’s
Retirement is  detrimental to the Company.

    


    b.           Death or
Disability.  If a Participant dies or becomes Disabled during
the Performance Period, the Participant or, in the event of the Participant’s
death, the Participant’s Beneficiary will receive a lump sum cash payment equal
to the product of (i) and (ii) where

    


    
      	
               
      

            	
              (i)

            	
              is
      the predicted performance used for determining the compensation cost
      recognized by the Company for the Participant’s Performance Grant for the
      latest financial statement filed with the Company’s Annual Report on Form
      10-K or Quarterly Report on Form 10-Q immediately prior to the event,
      and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              is
      the fraction, the numerator of which is the number of months from the Date
      of Grant to the first day of the calendar month coinciding with or
      immediately following the Participant’s date of death or termination of
      employment due to Disability, and the denominator of which is the number
      of months between the Date of Grant and December 31,
  2010.

            


    

    


    Payment
under this paragraph 7(b) will be made as soon as administratively feasible after the date of the
Participant’s death or termination of employment due to Disability; provided,
however, that payment will be made no earlier than six months after the
Participant’s termination other than for death if the Performance Grant is
subject to Code Section 409A and the Participant is a Specified Employee (within
the meaning of Code Section 409A(a)(2)(B)(i)).  In the event of the
Participant’s death, payment will be made to the Participant’s designated
beneficiary.  If the Participant has not designated a beneficiary, the
Participant’s spouse, if any, and if none the Participant’s estate shall be the
beneficiary.

    


    8.           Change of
Control.  Upon a Change of Control, the Participant will
receive a lump sum cash payment equal to the greater of (i) the Target Amount or
(ii) the total payout that would be made at the end of the Performance Period if
the predicted performance used for determining the compensation cost recognized
by the Company for the Participant’s Performance Grant for the latest financial
statement filed with the Company’s Annual Report on Form 10-K or Quarterly
Report on Form 10-Q immediately prior to the Change of Control was the actual
performance for the Performance Period.  Payment will be made as soon
as administratively feasible following the Change of Control date and in no
event later than March 15 following the calendar year in which the Change of
Control date occurs.

    


    9.           Termination for
Cause.  Notwithstanding any provision of this Plan to the
contrary, if the Participant’s employment with the Company is terminated for
Cause, the Participant will forfeit all rights to his or her Performance
Grant.

    


    10.           Claw
Back of Award Payment.

    


    a.           Restatement of Financial
Statements.  If the Company’s financial statements are required
to be restated at any time within a two (2) year period following the end of the
Performance Period as a result of fraud or intentional misconduct, the Committee
may, in its discretion, based on the facts and circumstances surrounding the
restatement, direct the Company to withhold payment, or if payment has been
made, to recover all or a portion of a Performance Grant payout from any
Participant whose conduct directly caused or partially caused the need for the
restatement.

    


    b.           Fraudulent or Intentional
Misconduct.  If the Company determines that a Participant has
engaged in fraudulent or intentional misconduct related to or materially
affecting the Company’s business operations or the Participant’s duties at the
Company, the Committee may, in its discretion, based on the facts and
circumstances surrounding the misconduct, direct the Company to withhold
payment, or if payment has been made, to recover all or a portion of a
Performance Grant payout from the Participant.

    


    c.           Recovery of
Payout.  The Company reserves the right to recover a
Performance Grant payout pursuant to this Section 10 by (i) seeking repayment
from the Participant; (ii) reducing the amount that would otherwise be payable
to the Participant under another Company benefit plan or compensation program to
the extent permitted by applicable law; (iii) withholding future annual and
long-term incentive awards or salary increases; or (iv) taking any combination
of these actions.

    


    d.           No Limitation on
Remedies.   The Company’s right to recover a Performance
Grant payout pursuant to this Section 10 shall be in addition to, and not in
lieu of, actions the Company may take to remedy or discipline a Participant’s
misconduct including, but not limited to, termination of employment or
initiation of a legal action for breach of fiduciary duty.

    


    11.           Miscellaneous.

    


    a.           Nontransferability.  Except
as provided in Sections 7(b) or 8, a Performance Grant is not transferable and
is subject to a substantial risk of forfeiture until the end of the Performance
Period.

    


    b.           No Right to Continued
Employment.  A Performance Grant does not confer upon a
Participant any right with respect to continuance of employment by the Company,
nor will it interfere in any way with the right of the Company to terminate a
Participant's employment at any time.

    


    c.           Tax
Withholding.  The Company will withhold Applicable Withholding
Taxes from the payout of Performance Grants.

    


    d.           Application of Code Section
162(m).  Performance Grants are intended to constitute
“qualified performance-based compensation” within the meaning of section
1.162-27(e) of the Income Tax Regulations.  The Committee will certify
the Performance Criteria.  To the maximum extent possible, this Plan
will be interpreted and construed in accordance with this subsection
11(d).

    


    e.           Negative
Discretion.  Pursuant to Section 6(b) of the 2005 Incentive
Compensation Plan, the Committee retains the authority to exercise negative
discretion to reduce payments under this Plan as it deems
appropriate.

    


    f.           Governing
Law.  This Plan shall be governed by the laws of the
Commonwealth of Virginia, without regard to its choice of law
provisions.

    


    g.           Conflicts.  In
the event of any material conflict between the provisions of the 2005 Incentive
Compensation Plan and the provisions of this Plan, the provisions of the 2005
Incentive Compensation Plan will govern.

    


    h.           Participant Bound by
Plan.  By accepting a Performance Grant, a Participant
acknowledges receipt of a copy of this Plan and the 2005 Incentive Compensation
Plan document and Prospectus, which are accessible on the Company Intranet,
agrees to be bound by all the terms and provisions thereof.

    


    i.           Binding
Effect.   This Plan will be binding upon and inure to the
benefit of the legatees, distributes, and personal representatives of
Participants and any successors of the Company.

    


    


    
      
        
          
            


            -  -

          

           


        

        
           


          
            

          

        

        
          
            EXHIBIT
A

            


          

        

      

    

    


    DOMINION
RESOURCES, INC.

    2009
PERFORMANCE GRANT PLAN

    PERFORMANCE
CRITERIA

    


    Total Shareholder
Return

    


    The TSR
Performance will be measured based on where the Company’s total shareholder
return during the Performance Period ranks in relation to the total shareholder
returns of the Comparison Companies during such period.  In general,
Total Shareholder Return consists of the difference between the value of a share
of common stock at the beginning and end of the Performance Period, plus the
value of dividends paid as if reinvested in stock and other appropriate
adjustments for such events as stock splits.  For purposes of TSR
Performance, the total shareholder return of the Company and the Comparison
Companies will be the total shareholder return as calculated by Bloomberg
L.P.  As soon as practicable after the completion of the Performance
Period, the total shareholder returns of the Comparison Companies will be
obtained from Bloomberg L.P. and ranked from highest to lowest.  The
Company’s total shareholder return will then be ranked in terms of which
percentile it would have placed in among the Comparison Companies.

     

    The
Comparison Companies are:

    


    
      	
              Ameren
      Corporation

            	
              FirstEnergy
      Corporation

            
	
              American
      Electric Power Company, Inc.

            	
              FPL
      Group, Inc.

            
	
              Constellation
      Energy Group, Inc.

            	
              Nisource
      Inc.

            
	
              DTE
      Energy

            	
              PPL
      Corporation

            
	
              Duke
      Energy Corporation

            	
              Progress
      Energy, Inc.

            
	
              Entergy
      Corporation

            	
              Public
      Service Enterprise Group Incorporated

            
	
              Exelon
      Corporation

            	
              Southern
      Company

            


    

    


    If a
Comparison Company ceases to be a publicly traded entity, is acquired by another
entity, or is merged out of existence during the Performance Period, the
Comparison Company will be removed from the list of Comparison
Companies.

    


    Return on Invested
Capital

    


    Return on Invested Capital
(ROIC) 

    


    The
following terms are used to calculate ROIC for purposes of the 2009 Performance
Grants:

    


    ROIC means Total Return
divided by Average Invested Capital.  Performance will be calculated
for the two successive fiscal years within the Performance Period, added
together and then divided by two to arrive at an annual average ROIC for the
Performance Period.

    


    Total Return means Operating
Earnings plus After-tax Interest & Related Charges, all determined for the
two successive fiscal years within the Performance Period.

    


    Operating Earnings means
operating earnings (as disclosed on the Company’s earnings report furnished on
Form 8-K for the applicable fiscal year) without taking into account the impact
of potential outcomes that could be prescribed by regulation under Virginia law
that are different than the assumptions included in the Company’s actual 2009
budget and the projected 2010 budget calculations in effect immediately prior to
the Date of Grant, as described below.

    


    Average Invested Capital
means the Average Balances for Long & Short-term Debt plus Preferred Equity
plus Common Shareholders’ Equity (as calculated based on the exclusion of the
items described below).  The Average Balances for a year are
calculated by performing the calculation at the end of each month during the
fiscal year plus the last month of the prior fiscal year and then averaging
those amounts over 13 months.

    


    Common Shareholders’ Equity
will be calculated by excluding (i) accumulated other comprehensive income (as
shown on the Company’s financial statements during the Performance Period); (ii)
impacts from changes in accounting principles that were not prescribed as of the
Date of Grant; and (iii) the impact of potential outcomes that could be
prescribed by regulation under Virginia law that are different than the
assumptions included in the Company’s actual 2008 budget and the projected 2009
budget calculations in effect immediately prior to the Date of Grant, as
described below.

    


    Actual 2009 budget and Projected
2010 budget assumptions:

    Virginia
law provides for the Virginia State Corporation Commission (the SCC) to initiate
a base rate case during the first six months of 2009.  As a result,
the SCC may order a credit to customers if Virginia Electric and Power Company
is found to have earnings more than 50 basis points above the established return
on equity.  Because the Company cannot predict the outcome of future
rate action taken by the SCC, the actual 2009 budget and projected 2010 budget
calculations in effect immediately prior to the date of grant exclude the impact of
potential credits to customers.

    


    Book Value per
Share

    


    Book Value per Share Performance will be
calculated as Common Shareholders’ Equity (as calculated based on the exclusion
of the items described below) divided by the number of outstanding, unrestricted
shares at December 31, 2010.

    


    Common Shareholders’ Equity
will be calculated by excluding (i) accumulated other comprehensive income (as
shown on the Company’s financial statements during the Performance Period); (ii)
impacts from changes in accounting principles that were not prescribed as of the
Date of Grant; and (iii) the impact of potential outcomes that could be
prescribed by regulation under Virginia law that are different than the
assumptions included in the Company’s actual 2009 budget and the projected 2010
budget calculations in effect immediately prior to the Date of Grant, as
described below.

    


    Actual 2009 budget and Projected
2010 budget assumptions:

    Virginia
law provides for the Virginia State Corporation Commission (the SCC) to initiate
a base rate case during the first six months of 2009.  As a result,
the SCC may order a credit to customers if Virginia Electric and Power Company
is found to have earnings more than 50 basis points above the established return
on equity.  Because the Company cannot predict the outcome of future
rate action taken by the SCC, the actual 2009 budget and projected 2010 budget
calculations in effect immediately prior to the date of grant exclude the impact of
potential credits to customers.