ex10-3



 


Exhibit 10.3


WGL HOLDINGS, INC.


DIRECTORS’ STOCK

COMPENSATION PLAN



As Adopted on October 25, 1995


As Amended January 1, 1998


As Amended March 1, 1999


As Amended November 1, 2000


 






 





WGL HOLDINGS, INC.

DIRECTOR’S STOCK COMPENSATION PLAN



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 during the term of the Plan.


     1.07 Fair Market Value means, on any given date, the average of the high
and low prices of a share of Common Stock as reported on the New York Stock
Exchange or, if the Common Stock was not traded on such day, then on the next
preceding day that the Common Stock was traded on such exchange, all as
reported by the Wall Street Journal.


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


     1.09 Plan means the WGL Holdings, Inc. Directors’ Stock Compensation Plan.




	 	 
		
 




 






 





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
Company’s Board of Directors, or such other person or group as the Board of
Directors 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 one 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.




	 	 
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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 800 shares of common stock.


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 awarded under the Plan. Accordingly, Participants will be entitled to
vote the shares and receive dividends.


ARTICLE VIII


SHARES AUTHORIZED


     Up to forty thousand shares of Common Stock may be awarded under the Plan.
If the




	 	 
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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.




	 	 
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ARTICLE X


GENERAL PROVISIONS


     10.01 Unfunded Plan. The Plan, insofar as it provides for grants, shall
be unfunded, and the Company shall not be required to segregate any assets that
may at any time be represented by grants under the Plan. Any liability of the
Company to any person with respect to any grant 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 property 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.




	 	 
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ARTICLE XII


DURATION OF PLAN


     The final award under the Plan will be made as of the Date of Award in
2006. The Board may terminate the Plan sooner by appropriate action. The Plan
will terminate automatically, without action by the Board, if there are
insufficient shares available to make the awards described in the Plan.


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.




	 	 
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