REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement), dated as of December 16, 2019, is entered into by and between Dominion Energy, Inc., a Virginia corporation (the Company), and Gallagher Fiduciary Advisors, LLC, a Delaware limited liability company (the Manager), as the duly appointed and acting independent fiduciary and investment manager with respect to the Contributed Shares and Separate Account (each as defined below).
WHEREAS, the Company has agreed to contribute shares of the Companys common stock, no par value, having market value of up to $500 million (the Contributed Shares), to the Pension Trust of Dominion Energy, Inc., which holds assets of certain of the Companys defined benefit plans (the Trust), in one or more tranches (each, a Contribution);
WHEREAS, upon and following any Contribution, the Contributed Shares will be held in a separate account within the Trust (the Separate Account);
WHEREAS, the Companys board of directors previously appointed the Dominion Asset Management Committee (the Committee) as a named fiduciary with respect to the Plans within the meaning of Section 402(a) of the Employee Retirement Income Security Act of 1974, as amended (ERISA);
WHEREAS, the Committee has appointed the Manager to act as an independent fiduciary and investment manager with respect to the management of the Contributed Shares; and
WHEREAS, the Company has agreed to grant certain registration rights with respect to the Contributed Shares on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties and agreements set forth herein, the parties hereto hereby agree as follows:
As used in this Agreement, the following capitalized terms shall have the following meanings:
Exchange Act means the Security Exchange Act of 1934, as amended, any rules and regulations promulgated thereunder, and, in each case, any successor thereto, all as the same may be in effect from time to time.
Contribution Agreement means the Employer Stock Contribution and Independent Fiduciary Engagement Agreement, dated as of December 16, 2019, by and among Dominion Energy, Inc., the Committee and the Manager.
Registrable Securities means the Contributed Shares and any securities that may be issued or distributed or be issuable in respect thereof by way of stock dividend, stock split or other distribution, merger, consolidation, exchange offer, recapitalization or reclassification or other similar event; provided, however, that any such security shall cease to be a Registrable Security (i) to the extent that such security has been sold or transferred by the Trust, whether pursuant to an effective registration statement, in accordance with Rule 144 or otherwise; or (ii) to the extent that such security may be sold by the Trust to the public in accordance with Rule 144 without the satisfaction of any condition under such rule except for, and only upon the satisfaction of, the holding period requirement in paragraph (d) of such rule.