SEC Info - Mdu Resources Group Inc. - ‘10-K’ for 12/31/21

SEC Info℠

Home

My Interests

Help

Please Sign In

Mdu Resources Group Inc. – ‘10-K’ for 12/31/21 – ‘EX-10.K’

On: Wednesday, 2/23/22, at 12:06pm ET · For: 12/31/21 · Accession #: 67716-22-12 · File #: 1-03480

Previous ‘10-K’: ‘10-K’ on 2/19/21 for 12/31/20 · Next: ‘10-K’ on 2/24/23 for 12/31/22 · Latest: ‘10-K’ on 2/22/24 for 12/31/23 · 25 References:

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/23/22  Mdu Resources Group Inc.          10-K       12/31/21  161:38M

Annual Report — Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Mdu Resources 2021 Form 10-K                        HTML   2.57M 
 2: EX-10.K     Mdu Resources Long-Term Performance Incentive Plan  HTML     71K 
 3: EX-10.M     Mdu Resources Restrictive Stock Unit Award          HTML     59K 
                Agreement                                                        
 4: EX-10.W     Mdu Resources 401 K Retirement Plan Amendment       HTML     46K 
                01-01-22                                                         
 5: EX-21       Mdu Resources Subsidiaries of Mdu Resources         HTML     49K 
 6: EX-23       Mdu Resources Consent of Independent Accounting     HTML     36K 
                Firm                                                             
10: EX-95       Mdu Resources Mine Safety Disclosures               HTML    109K 
 7: EX-31.A     Mdu Resources Certification of Chief Executive      HTML     40K 
                Officer                                                          
 8: EX-31.B     Mdu Resources Certification of Chief Financial      HTML     40K 
                Officer                                                          
 9: EX-32       Mdu Resources Certification of CEO and CFO          HTML     38K 
16: R1          Cover page                                          HTML    101K 
17: R2          Audit Information                                   HTML     42K 
18: R3          Consolidated Statements of Income                   HTML    144K 
19: R4          Consolidated Statements of Comprehensive Income     HTML     96K 
20: R5          Consolidated Balance Sheets                         HTML    206K 
21: R6          Consolidated Statements of Equity                   HTML    112K 
22: R7          Consolidated Statements of Cash Flows               HTML    147K 
23: R8          Basis of Presentation                               HTML     45K 
24: R9          Accounting Policies                                 HTML    147K 
25: R10         Revenue from Contract with Customer                 HTML    215K 
26: R11         Business Combinations                               HTML     45K 
27: R12         Property, Plant, and Equipment                      HTML     85K 
28: R13         Regulatory assets and liabilities                   HTML     90K 
29: R14         Goodwill and other intangible assets                HTML     81K 
30: R15         Fair value measurements                             HTML    100K 
31: R16         Debt                                                HTML     99K 
32: R17         Leases                                              HTML     62K 
33: R18         Asset retirement obligations                        HTML     51K 
34: R19         Equity                                              HTML     53K 
35: R20         Stock-Based Compensation                            HTML     62K 
36: R21         Accumulated other comprehensive loss                HTML     75K 
37: R22         Income Taxes                                        HTML    120K 
38: R23         Cash flow information                               HTML     56K 
39: R24         Business segment data                               HTML    200K 
40: R25         Employee benefit plans                              HTML    392K 
41: R26         Jointly owned facilities                            HTML     66K 
42: R27         Regulatory matters                                  HTML     43K 
43: R28         Commitments and contingencies                       HTML     67K 
44: R29         Schedule I-Condensed Financial Information of       HTML    120K 
                Registrant                                                       
45: R30         Basis of Presentation (Policies)                    HTML     51K 
46: R31         Accounting Policies (Policies)                      HTML    130K 
47: R32         Revenue from Contract with Customer (Policies)      HTML     42K 
48: R33         Accumulated other comprehensive loss (Policies)     HTML     38K 
49: R34         Business segment data (Policies)                    HTML     40K 
50: R35         Commitment and Contingencies (Policies)             HTML     40K 
51: R36         Accounting Policies (Tables)                        HTML    105K 
52: R37         Revenue from contracts with customers (Tables)      HTML    208K 
53: R38         Property, Plant, and Equipment (Tables)             HTML     84K 
54: R39         Regulatory assets and liabilities (Tables)          HTML    135K 
55: R40         Goodwill and other intangible assets (Tables)       HTML     86K 
56: R41         Fair value measurements (Tables)                    HTML     98K 
57: R42         Debt (Tables)                                       HTML     91K 
58: R43         Leases (Tables)                                     HTML     60K 
59: R44         Asset Retirement Obligations (Tables)               HTML     49K 
60: R45         Equity (Tables)                                     HTML     48K 
61: R46         Stock-Based Compensation (Tables)                   HTML     62K 
62: R47         Accumulated other comprehensive loss (Tables)       HTML     76K 
63: R48         Income Taxes (Tables)                               HTML    125K 
64: R49         Cash flow information (Tables)                      HTML     56K 
65: R50         Business segment data (Tables)                      HTML    192K 
66: R51         Employee Benefit Plans (Tables)                     HTML    388K 
67: R52         Jointly owned facilities (Tables)                   HTML     66K 
68: R53         Commitment and Contingencies Disclosure (Tables)    HTML     45K 
69: R54         Accounting Policies - Receivables Past Due 90 Days  HTML     39K 
                (Details 1)                                                      
70: R55         Accounting Policies - CECL Table (Details 2)        HTML     67K 
71: R56         Accounting Policies - Accrued Unbilled Revenue      HTML     38K 
                (Details 3)                                                      
72: R57         Accounting Policies - Retainage (Details 4)         HTML     45K 
73: R58         Accounting Policies - Inventory (Details 5)         HTML     54K 
74: R59         Accounting Policies - PPE (Details 6)               HTML     42K 
75: R60         Accounting Policies - Impairment of Long-Lived      HTML     39K 
                Assets (Details 7)                                               
76: R61         Natural Gas Costs Recoverable or Refundable         HTML     41K 
                through Rate Adjustments (Details 8)                             
77: R62         Accounting Policies - Goodwill (Details 9)          HTML     39K 
78: R63         Accounting Policies - Joint Ventures (Details 10)   HTML     70K 
79: R64         Accounting Policies - Derivatives (Details 11)      HTML     41K 
80: R65         Accounting Policies - EPS (Details 12)              HTML     46K 
81: R66         Accounting Policies - Income Taxes (Details 13)     HTML     38K 
82: R67         Disaggregation of revenue (Details)                 HTML    141K 
83: R68         Contract balances (Details 2)                       HTML     59K 
84: R69         Revenue from contracts with customers Remaining     HTML     49K 
                performance obligations (Details 3)                              
85: R70         Business Combinations (Details)                     HTML     65K 
86: R71         Business Combinations - Assets Acquired &           HTML     68K 
                Liabilities Assumed (Details 2)                                  
87: R72         Property, Plant, and Equipment (Details)            HTML    121K 
88: R73         Regulatory assets (Details)                         HTML     87K 
89: R74         Regulatory liabilities (Details 2)                  HTML     68K 
90: R75         Goodwill rollforward (Details)                      HTML     54K 
91: R76         Other intangible assets (Details 2)                 HTML     55K 
92: R77         Future amortization expense (Details 3)             HTML     50K 
93: R78         Fair value measurements insurance contracts         HTML     42K 
                (Details)                                                        
94: R79         Available-for-sale securities (Details 2)           HTML     53K 
95: R80         Fair value measurements (Details 3)                 HTML     69K 
96: R81         Fair value measurements (Details 5)                 HTML     47K 
97: R82         Credit facilities (Details)                         HTML     66K 
98: R83         Short-term Debt (Details 2)                         HTML     45K 
99: R84         Long-term debt outstanding (Details 3)              HTML     68K 
100: R85         Long-term borrowings (Details 4)                    HTML     82K  
101: R86         Schedule of debt maturities (Details 5)             HTML     54K  
102: R87         Lease costs (Details)                               HTML     53K  
103: R88         Operating lease liabilities undiscounted cash       HTML     56K  
                flows maturity schedule (Details 2)                              
104: R89         Lessor accounting (Details 3)                       HTML     41K  
105: R90         Asset Retirement Obligations (Details)              HTML     54K  
106: R91         Common stock (Details)                              HTML     49K  
107: R92         Common stock Common stock issuance (Details 2)      HTML     53K  
108: R93         Preferred Stock (Details 3)                         HTML     44K  
109: R94         Stock based compensation plans (Details)            HTML     46K  
110: R95         Stock awards (Details 2)                            HTML     42K  
111: R96         Restricted stock awards (Details 3)                 HTML     43K  
112: R97         Performance share awards (Details 4)                HTML    105K  
113: R98         Accumulated other comprehensive loss (Details)      HTML     70K  
114: R99         Reclassification out of accumulated other           HTML     72K  
                comprehensive loss (Details 2)                                   
115: R100        Components of income before income taxes from       HTML     47K  
                continuing operations (Details)                                  
116: R101        Income tax expense (Benefit) (Details 2)            HTML     64K  
117: R102        Components of deferred tax assets and liabilities   HTML     76K  
                (Details 3)                                                      
118: R103        Carryforwards (Details 4)                           HTML     46K  
119: R104        Deferred tax reconciliation (Details 5)             HTML     48K  
120: R105        Income tax expense (Benefit) Statutory Rate Versus  HTML     74K  
                Actual Rate (Details 6)                                          
121: R106        Cash flow information (Details)                     HTML     54K  
122: R107        Business segment data (Details)                     HTML    172K  
123: R108        Change in benefit obligations and plan assets       HTML    124K  
                (Details)                                                        
124: R109        Benefit obligations in excess of plan assets        HTML     49K  
                (Details 2)                                                      
125: R110        Components of net periodic benefit cost (Details    HTML     99K  
                3)                                                               
126: R111        Weighted average assumptions (Details 4)            HTML     61K  
127: R112        Investment Allocations (Details 5)                  HTML     55K  
128: R113        Health care rate assumptions and cost trend rate    HTML     47K  
                (Details 6)                                                      
129: R114        Estimated future benefit payments and subsidies     HTML     78K  
                (Details 7)                                                      
130: R115        Fair value - pension (Details 8)                    HTML     99K  
131: R116        Fair value - other postretirement (Details 9)       HTML     94K  
132: R117        Nonqualified Benefit Plans Benefit Obligations      HTML     46K  
                (Details 10)                                                     
133: R118        Nonqualified Benefit Plans Components of NPBC       HTML     53K  
                (Details 11)                                                     
134: R119        Nonqualified Benefit Plans Weighted Average         HTML     45K  
                Assumptions (Details 12)                                         
135: R120        Nonqualified Benefit Plans Future Benefit Payments  HTML     53K  
                (Details 13)                                                     
136: R121        Nonqualified Benefit Plans Contributions (Details   HTML     42K  
                14)                                                              
137: R122        Nonqualified Benefit Plans Investments (Details     HTML     48K  
                15)                                                              
138: R123        Defined Contribution Benefit Plans Contribution     HTML     40K  
                (Details 16)                                                     
139: R124        Multiemployer Plans Zones (Details 17)              HTML     47K  
140: R125        Multiemployer Plans Participation by Plan (Details  HTML    130K  
                18)                                                              
141: R126        Multiemployer Plan Contributions (Details 19)       HTML     44K  
142: R127        Jointly owned facilities (Details)                  HTML     62K  
143: R128        Mnpuc (Details)                                     HTML     43K  
144: R129        Ndpsc (Details 2)                                   HTML     45K  
145: R130        Sdpuc (Details 3)                                   HTML     42K  
146: R131        Wutc (Details 4)                                    HTML     45K  
147: R132        Ferc (Details 5)                                    HTML     43K  
148: R133        Litigation (Details)                                HTML     42K  
149: R134        Enviromental matters (Details 2)                    HTML     70K  
150: R135        Purchase commitments (Details 3)                    HTML     57K  
151: R136        Guarantees (Details 4)                              HTML     62K  
152: R137        Variable interest entities (Details 5)              HTML     40K  
153: R138        Condensed Statements of Income and Comprehensive    HTML     57K  
                Income (Details)                                                 
154: R139        Condensed Balance Sheets (Details 2)                HTML    183K  
155: R140        Condensed Statements of Cash Flows (Details 3)      HTML     79K  
156: R141        Notes to Condensed Financial Statements (Details    HTML     40K  
                4)                                                               
159: XML         IDEA XML File -- Filing Summary                      XML    292K  
157: XML         XBRL Instance -- mdu-20211231_htm                    XML   6.68M  
158: EXCEL       IDEA Workbook of Financial Reports                  XLSX    226K  
12: EX-101.CAL  XBRL Calculations -- mdu-20211231_cal                XML    247K 
13: EX-101.DEF  XBRL Definitions -- mdu-20211231_def                 XML   1.91M 
14: EX-101.LAB  XBRL Labels -- mdu-20211231_lab                      XML   3.18M 
15: EX-101.PRE  XBRL Presentations -- mdu-20211231_pre               XML   2.26M 
11: EX-101.SCH  XBRL Schema -- mdu-20211231                          XSD    332K 
160: JSON        XBRL Instance as JSON Data -- MetaLinks              750±  1.05M  
161: ZIP         XBRL Zipped Folder -- 0000067716-22-000012-xbrl      Zip   6.22M

‘EX-10.K’ — Mdu Resources Long-Term Performance Incentive Plan

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Document

MDU RESOURCES GROUP, INC.

LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT

February 17, 2022

{Participant Name}

In accordance with the terms of the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan (the "Plan"), pursuant to action of the Compensation Committee of the Board of Directors of MDU Resources Group, Inc. (the "Committee"), MDU Resources Group, Inc. (the "Company") hereby grants to you (the "Participant") Performance Shares (the "Award"), subject to the terms and conditions set forth in this Award Agreement (including Annexes A and B hereto and all documents incorporated herein by reference), as set forth below:


Target Award:			{No. of Shares}Performance Shares (the "Target Award")
Performance Period:			January 1, 2022 through December 31, 2024 (the "Performance Period")
Date of Grant:			February 17, 2022
Dividend Equivalents:			Yes

THESE PERFORMANCE SHARES ARE SUBJECT TO FORFEITURE AS PROVIDED HEREIN. THIS AWARD AND AMOUNTS RECEIVED IN CONNECTION WITH THIS AWARD ARE ALSO SUBJECT TO FORFEITURE, RECAPTURE OR OTHER ACTION IN THE EVENT OF AN ACCOUNTING RESTATEMENT, AS PROVIDED IN THE PLAN.

Further terms and conditions of the Award are set forth in Annexes A and B hereto, which are integral parts of this Award Agreement. Subject to the terms of the Plan, decisions and interpretations of the Committee are binding, conclusive and final upon any questions arising under the Award Agreement or the Plan.

You must accept this Award Agreement by logging onto your account with Fidelity Investments and accepting this Award Agreement. If you fail to do so, the Award will be null and void. By accepting this Award, you agree to be bound by all of the provisions set forth in this Award Agreement, and the Plan.

Attachments:

Annex A: Performance Share Award Agreement

Annex B: Peer Group

ANNEX A

MDU RESOURCES GROUP, INC.

LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT

It is understood and agreed that the Award of Performance Shares evidenced by the Award Agreement to which this is annexed is subject to the following additional terms and conditions.

1. Nature of Award. The Target Award represents the opportunity to receive shares of Company common stock, $1.00 par value ("Shares") and Dividend Equivalents on such Shares. The number of Shares that may be earned under this Award shall be determined pursuant to Section 4 hereof. The amount of Dividend Equivalents that may be earned under this Award shall be determined pursuant to Section 6 hereof. Except for Dividend Equivalents, which are paid in cash, Awards will be paid in Shares.

2. Performance Measures. The following performance measures will be used to determine the Payout Percentage.

•Fifty percent (50%) of the Award is based on the Company's total stockholder return ("TSR") relative to that of the Peer Group (as defined below) (the "Percentile Rank") for the Performance Period.

•Fifty percent (50%) of the Award is based on the Company’s compound annual growth rate in income from continuing operations for the Performance Period (the "Earnings Growth").

(a) Achievement of the relative TSR performance measure will be determined in accordance with the following table:


Percentile Rank			Payout Percentage (% of Target Award)
[ ]th or [ ]			[ ]
[ ]th			[ ]
[ ]th			[ ]
less than [ ]th			[ ]

Payout percentages for results achieved between the stated percentile ranks will be determined by linear interpolation. The Percentile Rank of a given company's TSR is defined as the percentage of the Peer Group companies' returns falling at or below the given company's TSR. The formula for calculating the Percentile Rank follows:


			Percentile Rank = (n - r + 1)/n x 100

			Where:
			n = total number of companies in the Peer Group at the end of the Performance Period, including the Company
			r = the numeric rank of the Company's TSR relative to the Peer Group at the end of the Performance Period, where the highest return in the group is ranked number 1

Annex A - 1

To illustrate, if the Company's TSR is the third highest in the Peer Group comprised of 50 companies, its Percentile Rank would be 96. The calculation is: (50 - 3 + 1)/50 x 100 = 96.

The Percentile Rank shall be rounded to the nearest whole percentage.

For purposes of this Award Agreement, the applicable Peer Group shall be the companies identified on Appendix B from the Standard & Poors MidCap 400 Index (the "Peer Group"), provided that if a Peer Group company is removed from the Standard & Poors MidCap 400 Index prior to or during the Performance Period, the company will be deleted from the Peer Group except companies that become bankrupt during the Performance Period will be moved to the bottom of the performance array. Percentile Rank will be calculated without regard to the return of the deleted company.

If the Company or a company in the Peer Group spins off a segment of its business, the shares of the spun-off entity will be treated as a cash dividend that is reinvested in the Company or the company in the Peer Group.

TSR is the percentage change in the value of an investment in the common stock of a company based on the average closing prices for the last twenty trading days in the calendar year preceding the beginning of the Performance Period through the average closing prices for the last twenty trading days in the final year of the Performance Period. It is assumed that dividends are reinvested in additional shares of common stock at the frequency paid.

(b)The achievement of the Earnings Growth performance measure will be determined in accordance with the following table:


Earnings Growth			Payout Percentage (% of Target Award)
Less than [ ]%			[ ]%
[ ]%			[ ]%
[ ]%			[ ]%
[ ]%			[ ]%

Payout percentages for results achieved between the stated performance levels will be determined by linear interpolation.

For purposes of calculating Earnings Growth, income from continuing operations will be the amount reported in the Company’s financial statements at the beginning and end of the Performance Period. Income from continuing operations for the year ended December 31, 2024 will be adjusted, as such adjustments are approved by the Compensation Committee, to remove:

•The effect on earnings from losses/impairments on asset sales/dispositions/retirements

•The effect on earnings from withdrawal liabilities relating to multiemployer pension plans

•The effect on earnings from costs incurred for acquisitions or mergers

•The effect on earnings from any unanticipated tax law changes.

For calculation of the 2022-2024 Performance Period, the beginning Performance Period income from continuing operations used in the denominator (base year) will be the 2021 income from continuing operations of $[ ] million. The Compensation Committee reserves the right to equitably adjust the target Earnings Growth and the beginning and end of period income from continuing operations to reflect the effect of business segment changes during the Performance Period and prevent dilution or enlargement of rights.

The Earnings Growth rate for the Performance Period will be determined by the following formula:

Earnings Growth = ( EV / BV)1 / n – 1

Annex A - 2

Where:

EV = Income from continuing operations for the year ended December 31, 2024, as adjusted (end of the Performance Period.)

BV = Income from continuing operations for the year ended December 31, 2021 (beginning of the Performance Period.

N = number of years in the Performance Period (i.e. 3)

To illustrate, if the Company’s income from continuing operations for the year ended December 31, 2021 was $250 million and the Company’s income from continuing operations for the year ended December 31, 2024 was $300 million, the compound annual growth rate at the end of the 3 year period would be 6.3%. The calculation is:

( 300 / 250)1 / 3 – 1 = 6.3%

3. Total Payout Percentage. The Total Payout Percentage is the sum of the payout percentages for each of the performance measures multiplied by the weighting percentage for such performance measure rounded to the nearest tenth of a percent.

i.e.

Total Payout Percentage = (50% x relative TSR payout) + (50% x Earnings Growth payout)

4. Determination of Number of Shares Earned. The number of Shares earned, if any, for the Performance Period shall be determined in accordance with the following formula:

# of Shares = Total Payout Percentage x Target Award

All Performance Shares that are not earned for the Performance Period shall be forfeited

5. Issuance of Shares and Mandatory Holding Period. Subject to any restrictions on distributions of Shares under the Plan, and subject to Section 6 of this Annex A, the Shares earned under the Award, if any, shall be issued to the Participant as soon as practicable (but no later than the next March 10) following the close of the Performance Period. The Participant shall retain 50% of the net after-tax Shares that are earned under this Award until the earlier of (a) the end of the two-year period commencing on the date any Shares earned under this Award are issued and (b) the Participant’s termination of employment. Executives are required to own Shares at designated multiples of their base salary. If a Participant has not achieved an applicable stock ownership requirement, the Participant shall hold additional net after-tax Shares received under this Award until the requirement is met.

6. Dividend Equivalents. Dividend Equivalents shall be earned with respect to any Shares issued to the Participant pursuant to this Award. The amount of Dividend Equivalents earned shall be equal to the total dividends declared on a Share for stockholders of record between the Date of Grant of this Award and the last day of the Performance Period, multiplied by the number of Shares issued to the Participant pursuant to the Award Agreement. Any Dividend Equivalents earned shall be paid in cash to the Participant when the Shares to which they relate are issued or as soon as practicable thereafter, but no later than the next March 10 following the close of the Performance Period. If the Award is forfeited or if no Shares are issued, no Dividend Equivalents shall be paid.

7. Termination of Employment.

(a) If the Participant's employment with the Company is terminated during the Performance Period (i) for "Cause" (as defined below) at any time or (ii) for any reason other than "Cause" before the Participant, as of the effective date of termination, has reached age 55 and completed 10 "Years of Service" (as defined below), all Performance Shares (and related Dividend Equivalents) shall be forfeited.

Annex A - 3

(b) If the Participant's employment with the Company is terminated for any reason other than "Cause" after the Participant, as of the effective date of termination, has reached age 55 and completed 10 "Years of Service" (i) during the first year of the Performance Period, all Performance Shares (and related Dividend Equivalents) shall be forfeited; (ii) during the second year of the Performance Period, determination of the Company's Payout Percentage for the Performance Period will be made by the Committee at the end of the Performance Period, and Shares (and related Dividend Equivalents) earned, if any, will be paid based on the Payout Percentage, prorated for the number of full months elapsed from and including the month in which the Performance Period began to and including the month in which the termination of employment occurs; and (iii) during the third year of the Performance Period, determination of the Company's Payout Percentage for the Performance Period will be made by the Committee at the end of the Performance Period, and Shares (and related Dividend Equivalents) earned, if any, will be paid based on the Payout Percentage without prorating.

(c) For purposes of the Award Agreement, the term "Cause" shall mean the Participant's fraud or dishonesty that has resulted or is likely to result in material economic damage to the Company or a Subsidiary, or the Participant's willful nonfeasance if such nonfeasance is not cured within ten days of written notice from the Company or a Subsidiary, as determined in good faith by a vote of at least two-thirds of the non-employee directors of the Company at a meeting of the Board at which the Participant is provided an opportunity to be heard. For purposes of the Award Agreement, the term "Years of Service" shall mean the full 12 month years a Participant is employed by the Company and/or a Subsidiary.

8. Tax Withholding. Pursuant to Article 14 of the Plan, the Committee has the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state and local taxes (including the Participant's FICA obligations) required by law to be withheld with respect to the Award and Dividend Equivalents. The Committee may condition the delivery of Shares upon the Participant's satisfaction of such withholding obligations. The withholding requirement for Shares will be satisfied by the Company withholding Shares having a Fair Market Value equal to federal income tax withholding obligations using an IRS accepted methodology plus additional amounts for state and local tax purposes, as applicable, including payroll taxes, that are applicable to such supplemental taxable income but with rates not to exceed the maximum effective statutory rates, unless the Participant elects, in a manner satisfactory to the Committee, to remit an amount to satisfy the withholding requirement subject to such restrictions or limitations that the Committee, in its sole discretion, deems appropriate. Such election must be made before, and is irrevocable after, December 15 of the last year of the Performance Period, and cannot be made or revoked while the Participant possesses information that will be material nonpublic information at the time the Shares are issued such that the Participant would be prohibited from trading on the Company’s stock under the Company's Insider Trading Policy.

9. Ratification of Actions. By accepting the Award or other benefit under the Plan, the Participant and each person claiming under or through him or her shall be conclusively deemed to have indicated the Participant's acceptance and ratification of, and consent to, any action taken under the Plan or the Award by the Company, its Board of Directors, or the Committee.

10. Notices. Any notice hereunder to the Company shall be addressed to its office, 1200 West Century Avenue, Bismarck, North Dakota 58503; Attention: Corporate Secretary, and any notice hereunder to the Participant shall be addressed to him or her at the address specified on the Award Agreement, subject to the right of either party to designate at any time hereafter in writing some other address.

11. Definitions. Capitalized terms not otherwise defined herein or in the Award Agreement shall have the meanings given them in the Plan.

Annex A - 4

12. Governing Law and Severability. To the extent not preempted by federal law, the Award Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law provisions. In the event any provision of the Award Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Award Agreement, and the Award Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.

13. No Rights to Continued Employment. The Award Agreement is not a contract of employment. Nothing in the Plan or in the Award Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate the Participant's employment at any time, for any reason or no reason, or confer upon the Participant the right to continue in the employ of the Company or a Subsidiary

Annex A - 5

ANNEX B

MDU RESOURCES GROUP, INC.

LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT

PEER GROUP COMPANIES


AECOM			New Jersey Resources Corporation
Alcoa Corporation			NewMarket Corporation
Allete, Inc			NorthWestern Corporation
AptarGroup, Inc.			OGE Energy Corp.
Ashland Global Holdings Inc.			Olin Corporation
Avient Corporation			ONE Gas, Inc.
Black Hills Corporation			PNM Resources, Inc.
Cabot Corporation			Reliance Steel & Aluminum Co.
Cleveland-Cliffs Inc.			Royal Gold, Inc.
Commercial Metals Company			RPM International Inc.
Dycom Industries, Inc.			Sensient Technologies Corporation
Eagle Materials Inc.			Silgan Holdings Inc.
EMCOR Group, Inc.			Sonoco Products Company
Essential Utilities, Inc.			Southwest Gas Holdings, Inc.
Fluor Corporation			Spire Inc.
Greif, Inc.			Steel Dynamics, Inc.
Hawaiian Electric Industries, Inc.			The Chemours Company
IDACORP, Inc.			The Scotts Miracle-Gro Company
Ingevity Corporation			UGI Corporation
Louisiana-Pacific Corporation			United States Steel Corporation
MasTec, Inc.			Valmont Industries, Inc.
Minerals Technologies Inc.			Valvoline Inc.
National Fuel Gas Company			Worthington Industries, Inc.

Annex A - 6

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	12/31/24
Filed on:	2/23/22
	2/17/22	4
	1/1/22
For Period end:	12/31/21	11-K, 4, 5, SD
		List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/24  MDU Resources Group, Inc.         S-8         2/23/24    5:92K                                    Toppan Merrill/FA
 2/22/24  MDU Resources Group, Inc.         10-K       12/31/23  161:31M
 2/24/23  MDU Resources Group, Inc.         10-K       12/31/22  172:39M

22 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/04/21  MDU Resources Group, Inc.         10-Q        9/30/21  101:13M
 8/05/21  MDU Resources Group, Inc.         10-Q        6/30/21  100:12M
 5/06/21  MDU Resources Group, Inc.         10-Q        3/31/21   98:10M
 2/19/21  MDU Resources Group, Inc.         10-K       12/31/20  171:24M
11/12/20  MDU Resources Group, Inc.         8-K:5,9    11/12/20   14:486K
 5/08/20  MDU Resources Group, Inc.         10-Q        3/31/20  101:11M
 2/21/20  MDU Resources Group, Inc.         10-K       12/31/19  169:27M
11/01/19  MDU Resources Group, Inc.         10-Q        9/30/19  116:15M
 8/02/19  MDU Resources Group, Inc.         10-Q        6/30/19  118:14M
 5/08/19  MDU Resources Group, Inc.         8-K:5,9     5/07/19    3:123K
 2/22/19  MDU Resources Group, Inc.         10-K       12/31/18  158:25M
 2/15/19  MDU Resources Group, Inc.         8-K:5,9     2/14/19    2:1M
 9/21/17  MDU Resources Group, Inc.         8-K:5,9     9/15/17    3:283K
 8/04/17  MDU Resources Group, Inc.         10-Q        6/30/17   90:9.8M
 2/19/16  MDU Resources Group, Inc.         10-K       12/31/15  157:23M
 5/15/14  MDU Resources Group, Inc.         8-K:1,5,9   5/15/14    4:459K
 2/21/14  MDU Resources Group, Inc.         10-K       12/31/13  156:29M
 8/07/12  MDU Resources Group, Inc.         10-Q        6/30/12   70:10M
 8/05/11  MDU Resources Group, Inc.         10-Q        6/30/11   63:10M
 2/17/10  MDU Resources Group, Inc.         10-K       12/31/09   61:12M
 8/07/08  MDU Resources Group, Inc.         10-Q        6/15/08   10:2.6M
 1/21/04  MDU Resources Group, Inc.         S-8         1/21/04    7:911K                                   Dewey & Leboeuf LLP

↑Top

Filing Submission 0000067716-22-000012 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Mdu Resources Group Inc. – ‘10-K’ for 12/31/21 – ‘EX-10.K’

On: Wednesday, 2/23/22, at 12:06pm ET · For: 12/31/21 · Accession #: 67716-22-12 · File #: 1-03480

Annual Report — Form 10-KFiling Table of Contents

‘EX-10.K’ — Mdu Resources Long-Term Performance Incentive Plan

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

3 Subsequent Filings that Reference this Filing

22 Previous Filings that this Filing References

Annual Report — Form 10-K

Filing Table of Contents