exv10w1






Exhibit 10.1




WGL HOLDINGS, INC.




DIRECTORS’ STOCK COMPENSATION PLAN,

as amended and restated



ARTICLE I



DEFINITIONS



     1.01 Affiliate means any “subsidiary” or “parent” corporation of the Company (as such terms
are defined in section 424 of the Code).



     1.02 Board means the Board of Directors of the Company.



     1.03 Code means the Internal Revenue Code of 1986, as amended.



     1.04 Common Stock means the common stock of the Company.



     1.05 Company means WGL Holdings, Inc. and includes any predecessor or successor in interest.



     1.06 Date of Award means each January 1 or such other date as determined by the Board during
the term of the Plan.



     1.07 Participant means a member of the Board who satisfies the requirements of Article IV.



     1.08 Plan means the WGL Holdings, Inc. Directors’ Stock Compensation Plan, as amended and
restated.



ARTICLE II




PURPOSES



     The Plan is intended to assist the Company in promoting a greater identity of interest between
the Company’s non-employee directors and its shareholders, and to assist the Company in attracting
and retaining non-employee directors by affording Participants an opportunity to share in the
future success of the Company.



ARTICLE III




ADMINISTRATION



     The Plan shall be administered by the Human Resources Committee of the Board, or such other
person or group as the Board may designate, in a manner that is consistent with the provisions of
this Plan. The person or group administering the Plan shall not be liable for any act done in good
faith with respect to this Plan. All expenses of administering this Plan shall be borne by the
Company and its Affiliates.



ARTICLE IV




ELIGIBILITY



     Each member of the Board who is not an employee of the Company or an Affiliate, and who has
not been employed by the Company or any of its Affiliates during the twelve months preceding the
Date of Award will participate in the Plan during his or her service on the Board.




 









 




ARTICLE V




AWARDS



     Shares of Common Stock will be awarded to each Participant as of each Date of Award. Subject
to Article VIII’s limitation on the number of shares of Common Stock which may be issued under the
Plan, on each Date of Award each Participant will be awarded
1,800 shares of common stock, as may be adjusted under Article VIII. The Board may from time
to time increase or decrease the number of shares to be awarded to individual Participants under
the Plan. The Board may grant a proportionate award to a Participant who joins the Board or becomes
eligible for an award during any year.



ARTICLE VI




VESTING OF SHARES



     The shares of Common Stock awarded under the Plan will be immediately vested and
nonforfeitable. Subject to the requirements of Article IX, the shares awarded under the Plan may be
sold or transferred by the Participant at any time.



ARTICLE VII




SHAREHOLDER RIGHTS



     Participants will have all the rights of shareholders with respect to shares of Common Stock
awarded under the Plan. Accordingly, Participants will be entitled to vote the shares and receive
dividends.



ARTICLE VIII




SHARES AUTHORIZED



     Up to one hundred fifty-six thousand nine hundred eighty-three (156,983) shares of Common
Stock may be awarded under the Plan. If the Company effects one or more stock dividends, stock
split-ups, subdivisions, reclassifications, or consolidations of shares, or other similar changes
in capitalization after the Plan’s adoption by the Board, the maximum number of shares that may be
awarded under the Plan shall be proportionately adjusted.



ARTICLE IX




COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES



     No Common Stock shall be awarded and no certificates for shares of Common Stock shall be
delivered under the Plan except in compliance with all applicable federal and state laws and
regulations, any listing agreement to which the Company is a party, and the rules of all domestic
stock exchanges on which the Company’s shares may be listed. The Company shall have the right to
rely on the opinion of its counsel as to such compliance. Any share certificate issued to evidence
Common Stock issued under the Plan may bear such legends and statements as the Company may deem
advisable to assure compliance with federal and state law and regulations. No Common Stock shall be
awarded and no certificates for shares of Common Stock shall be delivered until the Company has
obtained such consent or approval as it may deem advisable from regulatory bodies having
jurisdiction over such matters.



ARTICLE X




GENERAL PROVISIONS



     10.01 Unfunded Plan. The Plan, insofar as it provides for awards, shall be unfunded, and the
Company shall not be required to segregate any assets that may at any time be represented by awards
under the Plan. Any liability of the Company to any person with respect to any award under the Plan
shall be based solely upon any contractual obligations that may be created pursuant to the Plan. No
such obligation of the Company shall be deemed to be secured by any pledge of, or other encumbrance
on, any property of the Company.



     10.02 Rules of Construction. Headings are given to the articles and sections of the Plan
solely as a convenience to facilitate reference. The references to any statute, regulation, or
other provision of law shall be construed to refer to any amendment to or successor of such
provisions of law.




 









 




ARTICLE XI




AMENDMENT OF PLAN



     The Board may amend the Plan from time to time. No amendment may become effective until
shareholder approval is obtained if such approval is required by any federal or state law or
regulation or the rules of any stock exchange on which the Common Stock may be listed, or if the
Board in its discretion determines that the obtaining of such shareholder approval is for any
reason advisable.
No amendment shall, without a Participant’s consent, adversely affect any rights of such
Participant under any award outstanding at the time such amendment is made.



ARTICLE XII




DURATION OF PLAN



     The Plan will expire on March 4, 2020, the tenth anniversary of its amendment and restatement
by shareholders, if not previously terminated by the Board or by the shareholders.



ARTICLE XIII




EFFECTIVE DATE OF PLAN



     The Plan will become effective once it is adopted by the Board and approved by a majority of
the votes cast at a duly held shareholders’ meeting at which a quorum representing a majority of
all outstanding voting stock is, either in person or by proxy, present and voting on the Plan. No
awards will be made under the Plan prior to approval of the Plan by the Company’s shareholders.