Exhibit 10.25
NJR ENERGY SERVICES
COMPANY
Deferred Stock Retention Award
Agreement
This Deferred Stock Retention Award Agreement
(the "Agreement"), which includes the attached “Terms and
Conditions of Deferred Stock,” confirms the grant on November
11, 2008 (the “Grant Date”) by NJR ENERGY SERVICES
COMPANY, a New Jersey corporation (the "Company"), to JOSEPH P.
SHIELDS ("Employee"), under Section 6(e) of the 2007 Stock
Award and Incentive Plan (the "Plan"), of Deferred Stock as
follows:
Based upon his or her contribution
to the success of NJR ENERGY SERVICES COMPANY (“NJRES”)
in fiscal year 2008, Employee is hereby awarded a deferred stock
retention award (“Retention Award”) of 5,654.509
deferred stock units of New Jersey Resources Corporation
(“NJR”) common stock issued under the Plan
(“Deferred Stock”). No dividends or distributions on
NJR Common Stock will be applied to the Deferred Stock.
Beginning on November 11, 2011, the
Retention Award will be paid to Employee in quarterly installments
on the following schedule:
This payout will be in the form of
fully transferable shares of NJR common stock. In addition, if not
previously forfeited, the Retention Award will be paid in full upon
a Change in Control, and will be immediately paid upon the
occurrence of certain events relating to Disability and death to
the extent provided in Section 3 of the attached Terms and
Conditions.
Conditions to Retention
Award : Employee is not required to continue his/her
employment with NJRES in order to receive distribution of the
Retention Award. However, NJRES’ obligation to pay the
Retention Award and Employee’s right to distribution of the
Retention Award are conditioned upon the following:
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Employee may not compete with the
energy trading and wholesale energy operations of NJRES in any
geographical area where NJRES is doing business including, but not
limited to, competition by engaging in energy trading and wholesale
energy operations with, or on behalf of, yourself or any person,
corporation, partnership or any other business entity; and Employee
may not engage in natural gas supply acquisitions, negotiating
transportation agreements and monitoring natural gas control
activities or regulated wholesale marketing activity at, or for,
companies providing energy services within the state of New
Jersey;
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Employee shall not solicit any NJRES
customers, vendors or employees including, but not limited to,
interaction with existing or prospective customers, vendors or
employees of NJRES that takes place in an effort to establish,
maintain and/or further a business relationship with such
customers, vendors or employees, diversion of a customer’s or
prospective customer’s business from NJRES or other
interference with NJRES’ business with an existing or
prospective customer, vendor or employee, even if such customer,
vendor or employee initiates contact with you;
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Employee shall not disclose any
confidential information related to NJR’s or any of its
subsidiaries’ business plans or practices;
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Employee shall not make any
statements, either verbally or in writing, that are disparaging
with regard to NJR or any of its subsidiaries (including, but not
limited to, NJRES) or their respective executives and Board
members; and
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Employee shall not engage in any
financial or other misconduct that results in the termination of
Employee’s employment for “Cause.” For
purposes of this letter, "Cause" means (A) conviction of a felony
or the entering by Employee of a plea of nolo contendere to a
felony charge, (B) Employee’s gross neglect, willful
malfeasance or willful gross misconduct in connection with
Employee’s employment hereunder which has had a significant
adverse effect on the business of NJR or any of its subsidiaries,
unless Employee reasonably believed in good faith that such act or
non-act was in or not opposed to the best interests of NJR or any
of its subsidiaries, or (C) repeated material violations by
Employee of his or her obligat
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