DOMINION ENERGY, INC.
2019 GOAL-BASED STOCK AWARD AGREEMENT
THIS AGREEMENT, dated February 5, 2019, between Dominion Energy, Inc., a Virginia corporation (the Company) and [Insert Name] (Participant), is made pursuant and subject to the provisions of the Dominion Energy, Inc. 2014 Incentive Compensation Plan and any amendments thereto (the Plan). All terms used in this Agreement that are defined in the Plan have the same meaning given to such terms in the Plan.
1. Goal-Based Stock Award. Pursuant to the Plan, [Insert Number] shares of Goal-Based Stock (Target Amount) were awarded to the Participant on February 5, 2019 (Date of Grant), subject to the terms and conditions of the Plan, and subject further to the terms and conditions set forth in this Agreement and Exhibit A attached hereto. Goal-Based Stock is Company Stock that will be issued if the Performance Goals set forth in Section 4 for the Performance Period are fulfilled. The actual number of shares of Goal-Based Stock that may be issued may be from 0% to 200% of the Target Amount, depending on the achievement of the Performance Goals. The Performance Period for purposes of this Agreement is the period beginning on January 1, 2019 and ending on December 31, 2021.
2. Performance Achievement and Time of Goal-Based Stock Issuance. Upon the completion of the Performance Period, the Committee will determine the final achievement of the Performance Goals described in Section 4. The Company will then calculate the final number of Goal-Based Stock shares to be issued based on such Performance Goal achievement. Except as provided in Section 5(b) or 6, the appropriate number of Goal-Based Stock shares will be issued to the Participant at a time determined by the Committee, but not later than March 15, 2022.
3. Forfeiture. Except as provided in Paragraphs 5 or 6, the Participant will forfeit any and all rights in the Goal-Based Stock if the Participants employment with the Company or a Dominion Company terminates for any reason before the end of the Performance Period.
4. Performance Goals. Issuance of Goal-Based Stock shares will be based on the Performance Goal achievement of the Performance Criteria described in this Section 4 and further defined in Exhibit A.
a. TSR Performance. Total Shareholder Return (TSR) Performance will determine fifty percent (50%) of the Target Amount (TSR Percentage). Relative TSR Performance and Absolute TSR Performance are each defined in Exhibit A. The percentage of the TSR Percentage of Goal-Based Stock shares that will be issued, if any, is based on the following table:
| || || || |
| ||Percentage Payout |
of TSR Percentage
85th or above
| || ||200 ||% |
| || ||100 ||% |
| || ||50 ||% |
| || ||0 ||% |