driaip8k012110.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported) January 21, 2010
Dominion
Resources, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
|
Virginia
(State
or other jurisdiction
of
incorporation)
|
001-08489
(Commission
File
Number)
|
54-1229715
(IRS
Employer
Identification
No.)
|
|
120
Tredegar Street
Richmond,
Virginia
(Address
of Principal Executive Offices)
|
23219
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code (804) 819-2000
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
2010
Annual Incentive Plan
On
January 21, 2010, the Dominion Resources, Inc. (Dominion) Compensation,
Governance and Nominating Committee (CGN Committee) approved the 2010 Annual
Incentive Plan (the “Plan”). Under the Plan, Dominion’s officers are
eligible for an annual performance-based cash award. Each officer has
a target incentive award under the Plan based on a percentage of base
salary. For 2010, the target percentages of base salary for
Dominion’s named executive officers are as follows: President and
Chief Executive Officer – 125%; Executive Vice President and Chief Financial
Officer – 100%; Executive Vice President and Chief Executive Officer – Dominion
Virginia Power Business Unit – 90%; Chief Executive Officer – Dominion
Generation Business Unit –85%; and Senior Vice President and General Counsel –
80%.
The Plan
is funded based on the achievement of consolidated operating earnings goals,
with potential funding ranging from 0% to 200% of the target
funding. For most officers, payout of the amount funded under the
Plan is subject to achievement of applicable business unit financial, safety and
operating and stewardship goals. For those Dominion officers whose
compensation may be subject to the deduction limits imposed under Internal
Revenue Code Section 162(m), payout of incentives under the Plan will be based
solely on the achievement of the funding goals in order preserve the deduction
of any payouts they receive under the Plan. The CGN Committee has
discretion to lower actual payouts for the named executive officers as deemed
appropriate based on achievement of applicable business unit financial, safety
and operating and stewardship goals established for other officers and
employees, as described below.
For all
officers, 5% of any funded payout is subject to the achievement of safety
goals. For all officers other than the Chief Executive Officer and
Chief Financial Officer, another 30% of a funded payout is subject to the
achievement of that officer’s business unit financial goal. Certain
officers, including the Senior Vice President and General Counsel, have an
additional 25% of their payout subject to operating and stewardship goals unique
to their roles and responsibilities.
The Plan
includes a provision granting the CGN Committee discretion to require repayment
of payouts made to any participant who engages in fraudulent or intentional
misconduct that directly causes the need for a restatement of Dominion’s
financial statements or who engages in fraudulent or intentional misconduct
related to or materially affecting the company’s business
operations.
2010
Long-Term Incentive Program
On
January 21, 2010, the CGN Committee approved the 2010 Long-Term Incentive
Program (the “Program”) for its officers, including its named executive
officers. The Program is being awarded pursuant to Dominion’s 2005
Incentive Compensation Plan and consists of two components of equal value: a
restricted stock grant and a cash-based performance grant. The restricted stock
is subject to a three-year cliff vesting period, while payout of the performance
grant will be based on the achievement of two performance metrics: total
shareholder return relative to the company’s peer group (weighted 50%) and
return on invested capital (weighted 50%). Payout on the performance
grant will be made by March 15, 2012, with the amount of the award to vary
depending on the level of achievement of the performance metrics. The
CGN Committee retains authority to exercise negative discretion to lower payouts
as it may deem appropriate, in its sole discretion. The Program
includes a provision granting the CGN Committee discretion to require repayment
of cash-based performance payouts made to any officer who engages in fraudulent
or intentional misconduct that directly causes the need for a restatement of
Dominion’s financial statements or who engages in fraudulent or intentional
misconduct related to or materially affecting the company’s business
operations.
The
description of the Program is a summary only and is qualified by reference to
the 2010 Performance Grant Plan and form of 2010 Restricted Stock Award
Agreement, which are filed as Exhibits 10.1 and 10.2, respectively.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
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10.1
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2010
Long-Term Incentive Program – 2010 Performance Grant
Plan
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10.2
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2010
Long-Term Incentive Program – Form of 2010 Restricted Stock Award
Agreement
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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DOMINION
RESOURCES, INC.
Registrant
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/s/
Carter M. Reid
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Carter
M. Reid
Vice
President – Governance and Corporate Secretary
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Date: January
22, 2010