AGL Resources Inc. Performance Unit Agreement for Key Employees under 1999 Long-Term Incentive Plan

Summary

This agreement is between AGL Resources Inc. and a key employee, granting the employee performance units as part of the company's 1999 Long-Term Incentive Plan. The units vest over time or upon a change of control, with specific percentages or criteria set at the time of award. If the employee leaves the company before vesting, unvested units are forfeited. The units cannot be transferred, and the agreement is governed by the terms of the incentive plan.

EX-10.1.E 3 exhibit101e.htm FORM OF PERFORMANCE UNIT AGREEMENT FOR KEY EMPLOYEES Form of Performance Unit Agreement for key employees

Exhibit 10.1.e

AGL RESOURCES INC.

LONG-TERM INCENTIVE PLAN (1999)

PERFORMANCE UNIT AGREEMENT

This Agreement sets forth the terms of Performance Units awarded under the above-named Plan.

Name of Participant: ___________________________________________________________________________________

Date of Award:____________________________ Number of Performance Units:_______________________________

Vesting: The performance units shall first become vested as follows:

o _______ percent of performance units vested on the first anniversary of the date of award;

_______ percent of performance units vested on each successive anniversary of the date of award.

o Other:__________________________________________________________________________________

o Performance Criteria:______________________________________________________________________

__________________________________________________________________________________

Notwithstanding the above, performance units awarded hereunder shall become vested upon a Change of Control of AGL Resources Inc. (as defined in the Plan), in a prorated amount based on the number of days of the performance period which has been completed and with performance deemed to have been met at “target” level . In the event of the Participant’s termination of employment for any reason, any portion of the award which is not vested shall be forfeited immediately.

Transferability: The Participant may not transfer performance units.

This Performance Unit Agreement is subject to the terms and conditions of the Plan. The Participant has received a copy of the Plan’s prospectus, including a copy of the Plan. The Participant agrees to the terms of this Performance Unit Agreement, which may be amended only upon a written agreement signed by the parties hereto.

This _______ day of ____________________, 20___.

AGL RESOURCES INC. PARTICIPANT:

By: _____________________________________ ____________________________________________

Melanie M. Platt, Corporate Secretary