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Exhibit 10.14(d)




AWARD AGREEMENT OF PERFORMANCE-BASED

RESTRICTED STOCK UNITS

UNDER THE ATMOS ENERGY CORPORATION

1998 LONG-TERM INCENTIVE PLAN




     This Award Agreement of Performance-Based Restricted Stock Units is dated as of
                    ,___, by and between Atmos Energy Corporation, a Texas and Virginia
corporation (the “Company”), and [name of employee] (“Grantee”), pursuant to the Company’s 1998
Long-Term Incentive Plan (the “Plan”). Capitalized terms that are used, but not defined, in this
document shall have the meaning set forth in the Plan.



     Pursuant to authorization by the Human Resources Committee of the Board of Directors (the
“Committee”), which has been designated by the Board of Directors of the Company to administer the
Plan, the parties agree as follows.


1. Grant of Units.




     The Company hereby grants to the Grantee a total of [number of RSU] performance-based
restricted stock units (“Units”) under the Plan, for no consideration from the Grantee, with the
restrictions set forth below. Each such Unit shall be a notional share of common stock of the
Company (“Common Stock”), with the value of each Unit being equal to the fair market value of a
share of Common Stock at any time.


2. Restrictions on Alienation of Units.




     Units awarded hereunder may not be sold, transferred, pledged, assigned, or otherwise
alienated in any manner, whether voluntarily, by operation of law, or otherwise, until the
restrictions on the Units are removed and the Units are delivered to the Grantee in the form of
shares of Common Stock in the manner described below in Section 8.


3. Number of Units Awarded.




     The number of Units ultimately to be awarded to the Grantee upon vesting is contingent upon
the cumulative amount of earnings per share achieved by the Company for the three year measurement
cycle, Fiscal Years ___ through ___
(October 1, ___ through September 30, ___). The
percentage of Units earned for each level of the cumulative amount of earnings per share is
illustrated in the performance schedule below. In addition, should the performance levels achieved
be between the stated criteria below, straight-line interpolation will be used. For example,
should the cumulative amount of earnings per share for the three-year period be $___, the
percentage of Units earned would be ___% of the number of Units originally granted.



 









 





Performance-Based Restricted Stock Units

Performance Schedule for Grant of Performance Period FY ______-______




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Restricted Stock Units
	Performance Level	 	Cumulative 3-Yr. EPS	 	Earned
	Below Threshold

	 	Less than
	 	$___
	 	 	0	%
	Threshold

	 	 	 	$___
	 	 	50	%
	Target

	 	 	 	$___
	 	 	100	%
	Maximum

	 	 	 	$___
	 	 	150	%





4. Forfeiture of Units.




     All Units granted will be forfeited if, prior to the removal of restrictions on the Units
awarded hereunder as provided in Section 8, the Grantee voluntarily or involuntarily terminates
employment for any reason other than as described below in Section 5. Each Grantee, by his or her
acceptance of the Units, agrees to execute any documents requested by the Company in connection
with such forfeiture. Such provisions with respect to forfeited Units shall be specifically
performable by the Company in a court of equity or law. Upon any forfeiture, all rights of the
Grantee with respect to the forfeited Units shall cease and terminate, without any further
obligation on the part of the Company.


5. Removal of Restrictions due to Death, Terminations due to Total and Permanent Disability and
Retirement, Certain Involuntary Terminations, and Terminations following a Change in Control.




     At the time and on the date of the Grantee’s death, termination of employment due to Total and
Permanent Disability or Retirement (but not before attaining the age of 55), involuntary
termination of employment due to a general reduction in force or specific elimination of the
Grantee’s job, or termination of employment for any reason following a Change in Control, while
employed by the Company or subsidiary of the Company, all restrictions placed on each Unit awarded
shall be removed, and the measurement cycle for purposes of Section 6 and Section 8 below will be
deemed to have ended. The amount of the award of Units shall be prorated, which will be the
product of the “Target” performance level discussed above in Section 3, multiplied by the ratio of
actual months of service to 36 months of the original measurement cycle, with the resulting product
being increased, if appropriate, as provided below in Section 6. The Grantee, or his legal
representatives, beneficiaries or heirs shall be entitled to a distribution of shares of Common
Stock equal in number to such prorated amount of Units at the time provided for in Section 8.



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6. Account Credits.  




     No physical certificates representing the number of Units awarded shall be issued to the
Grantee, but an account will be established and maintained for the Grantee, in which each grant of
Units to the Grantee will be recorded, with the final number of Units as determined in accordance
with Section 3 or Section 5 above. During such time, the Grantee shall not have any of the rights
of a shareholder of the Company with respect to the Units, except that upon the vesting of the
Units as described above in Section 5 or below in Section 8, the Grantee’s account shall be
credited with the amount of Units equal to the amount of dividends that are declared and paid on
shares of Common Stock during each fiscal quarter of the measurement cycle, in accordance with
Section 3 or Section 5 above (“dividend equivalents”). The number of Units upon which dividend
equivalents will be credited for the benefit of the Grantee is the total amount of Units finally
determined to have been earned by the Grantee at the end of the measurement cycle in accordance
with Section 3 or Section 5 above, as appropriate. The total amount of each quarterly dividend
equivalent shall be converted to Units, by dividing such dividend equivalent amount by the price of
the Common Stock on the last trading day of the month during each quarter that such dividends are
paid during the appropriate measurement cycle.



7. Adjustment Upon Changes in Stock.




     If there shall be any change in the number of shares of Common Stock outstanding resulting
from subdivision, combination, or reclassification of shares, or through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split or other change in the corporate
structure, an appropriate adjustment in the number of Units with respect to which restrictions have
not lapsed shall be made by the Committee. Depending upon the change in corporate structure, the
Committee will issue additional Units or substitute Units to the Grantee for his account, which
shall have the same restrictions, terms and conditions as the original Units.



8. Removal of Restrictions and Distribution of Common Stock.




     The Grantee shall receive a distribution of whole shares of Common Stock equal in number to
the Units finally determined to be earned as set forth in Section 3 above, as increased, if
appropriate, as provided in Section 6 above, provided the Grantee has been an employee of the
Company or Subsidiary with continuous service during the term of the measurement cycle, except in
the event of the Grantee’s employment termination as discussed above in Section 5. Distribution of
shares of Common Stock as provided for in this Section 8 or above in Section 5 shall occur on the
last trading day of the month in which dividends are paid on shares of Common Stock during the
quarter in which the measurement cycle ends, as provided for in either Section 3 or Section 5
above, as the case may be (the “Last Trading Day”), or as soon as administratively possible
thereafter on a date within the same calendar year or, if later, by the 15th day of the
third calendar month following the Last Trading Day. Notwithstanding the immediately preceding
sentence, in the case of a distribution on account of any employment termination as provided for in
Section 5 other than death, a distribution on behalf of the Grantee, if the Grantee is a “specified
employee” as defined in §1.409A-1(i) of the Final Regulations under Code Section 409A, shall not
occur until the date which is six (6) months following the date of the Grantee’s “separation from
service” as defined in Code Section 409A and the regulations issued thereunder (or, if earlier, the
date of death of the Grantee).



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From and after the date of receipt of such shares, the Grantee or the Grantee’s estate, personal
representative or beneficiary, as the case may be, shall have full rights of transfer or resale
with respect to such stock subject to applicable state and federal regulations.




9. Withholding Requirement.




     Upon the removal or lapse of the restrictions on the Units, the amount of shares of Common
Stock to be distributed by the Company to the Grantee, which are equal to the number of Units
finally determined to be earned by the Grantee as set forth in Sections 3 and Section 6 above,
shall be subject to applicable withholding requirements for income and employment taxes arising
from the removal or lapse of the restrictions on the Units.



10. Modification.




     This Agreement may be changed or modified without the Grantee’s consent or signature, if the
Company determines, in its sole discretion, that such change or modification is necessary for
purposes of compliance with or exemption from the requirements of Section 409A of the Code and any
regulations or other guidance issued thereunder, or otherwise to comply with any law.



     IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the date
first written above.



	 	 	 	 	 	 	 
	GRANTEE:	 	ATMOS ENERGY CORPORATION	 	 
	 
	 	 	 	 	 	 
	Signature:                                              

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Robert W. Best	 	 
	 

	 	 	 	Chairman, President and Chief Executive Officer	 	 
	Printed Name:                                        

	 	 	 	 	 	 






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