Dominion Resources, Inc. 8-K
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) March
31, 2006
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
1.01 Entry into a Material Definitive Agreement
On
March
31, 2006, the Dominion Resources, Inc. (Dominion) Organization, Compensation
and
Nominating (OCN) Committee approved the 2006 Long-Term Compensation Program
(the
“Program”) for its officers, including those officers named in Dominion’s 2006
Proxy Statement. 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 and return on invested capital. Payout on the performance
grant will be made by March 2008, with the amount of the award to vary depending
on the level of achievement of the performance metrics.
Also
on
March 31, 2006, the OCN Committee approved an amendment to the Employment
Continuity
Agreement (ECA)
between Dominion and each officer. The ECA was amended to reflect a change
in
Dominion’s policy for pro-rata vesting for retirement, death, disability and
termination without cause and (ii) to comply with new Internal Revenue Service
rules for nonqualified deferred compensation. The
amendment makes the vesting of any equity grant dependent on the terms of each
grant; with any grants made before April 2006 continuing to fully vest upon
a
change in control.
The
Forms
of Restricted Stock Grant and Performance Grants are included as Exhibits 10.1
and 10.2. The amendment to the ECA is included as Exhibit A to the Form of
Restricted Stock Grant.
Item
9.01 Financial Statements and Exhibits
|
Exhibit
|
|
|
10.1
|
2006
Long-Term Compensation Program - Form of Restricted Stock
Grant
|
|
10.2
|
2006
Long-Term Compensation Program - Form of Performance
Grant
|
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:
April 4, 2006