Form 8-K for Radtke Agreement
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
26, 2007
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 Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Annual
Incentive Plan
On
January 25, 2007 the Dominion Resources, Inc. (Dominion) Compensation,
Governance and Nominating Committee (CGN Committee) recommended to the Dominion
Board of Directors, and on January 26, 2007 the Dominion Board of Directors
approved, the 2007 Annual Incentive Plan (the “Plan”). Under the Plan,
Dominion’s officers are eligible for an annual performance-based award. The Plan
will be funded based on the achievement of consolidated operating earnings
goals. For those Dominion officers that are among the top most highly
compensated group for 2007, including all of Dominion’s named executive
officers, pay-out of incentives under the Plan will be based solely on the
achievement of the funding goals, with the CGN Committee having the discretion
to lower actual pay-outs to ensure that such awards are consistent with those
granted to other Plan participants. For all other officers and employees, awards
will be distributed out of the available funding based on the achievement of
certain pay-out goals established for them by the CGN Committee. For officers
in
this group, the pay-out goals are weighted as follows: 25% - consolidated
operating earnings; 50% - business unit operating earnings; 15% - operating
and
stewardship goals and 10% - Six Sigma cost savings goals. Twenty percent of
the
business unit operating earnings and consolidated operating earnings goals
will
be tied to capital expenditures goals. Actual bonuses may exceed the target
amount if additional consolidated operating earnings funding goals are
achieved.
Under
the
Plan, the target amounts of the incentive awards are based on a percentage
of
base salary and are established for each executive officer based on his or
her
position level. For 2007, the target percentage of base salary for Dominion’s
named executive officers are as follows: President and Chief Executive
Officer-120%; Executive Vice President and Chief Financial Officer-95%;
Executive Vice President (President and Chief Executive Officer-Dominion
Exploration & Production)-95%; and President and Chief Executive Officer -
Dominion Generation - 95%.
Retention
Agreement
On
January 26, 2007, Dominion entered into a retention agreement with Mr. Duane
C.
Radtke, President and Chief Executive Officer of Dominion’s Exploration and
Production (E&P) unit, to provide for a smooth transition during Dominion’s
previously announced strategic process in seeking potential buyers for a
substantial portion of its E&P assets.
The
Agreement provides for certain retention benefits if Mr. Radtke remains employed
by Dominion for a period ending six months after the conclusion of Dominion’s
strategic process, unless Mr. Radtke’s employment terminates earlier as a result
of his employment by a buyer of the E&P assets or other circumstances
described in the Agreement. The retention benefits include: (1) a lump sum
payment equal to one year of Mr. Radtke’s annual base salary plus bonus and (2)
for purposes of Dominion’s New Executive Supplemental Retirement Plan, New
Benefit Restoration Plan, and Mr. Radtke’s letter agreement dated March 16,
2001, he will be treated as age 62, including additional service as though
he
had worked until age 62.
The
Agreement also provides for Mr. Radtke to receive certain severance benefits
if,
before the conclusion of the strategic process, Dominion, without cause or
constructively as a result of the strategic process, terminates Mr. Radtke’s
employment. These severance benefits include: (1) a lump sum payment equal
to
two years annual base salary plus two times his target annual bonus for one
year, (2) the vesting of any of his restricted stock that was granted on or
after April 1, 2006, (3) the provision for a 24 month period of certain welfare
plan benefits provided to other officers, including disability and life
insurance, and (4) the provision of COBRA rights and 12 months of related
premiums. In addition, the Agreement provides for certain buyer employment
protection benefits in the event that Mr. Radtke accepts a position with a
buyer
of the E&P assets, and within two years is terminated other than for cause.
Payment
of any of the benefits under the Agreement is conditioned on Mr. Radtke’s
agreement not to disclose any confidential information or trade secrets of
Dominion and his execution of a general release of claims. This description
of
the Agreement is a summary only and is qualified by reference to the Agreement,
which is filed as Exhibit 10.1.
Item
9.01 Financial Statements and Exhibits
|
Exhibit
|
|
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10.1
|
Letter
agreement between Dominion and Duane C. Radtke dated January 26,
2007
(filed herewith).
|
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.
|
DOMINION
RESOURCES, INC.
Registrant
|
| |
|
/s/
Patricia A. Wilkerson
|
|
Patricia
A. Wilkerson
Vice
President and Corporate Secretary
|
| |
Date:
January 31, 2007