SEC Info - Mdu Resources Group Inc - ‘10-K’ for 12/31/18

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Mdu Resources Group Inc – ‘10-K’ for 12/31/18 – ‘EX-10.K’

On: Friday, 2/22/19, at 9:46am ET · For: 12/31/18 · Accession #: 67716-19-19 · File #: 1-03480

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

 2/22/19  Mdu Resources Group Inc           10-K       12/31/18  158:25M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Mdu Resources 2018 Form 10-K                        HTML   3.40M 
 2: EX-4.L      Mdu Resources First Amendment to Fourth Amended     HTML     83K 
                and Restated Credit Agreement                                    
 3: EX-10.B     Mdu Resources Director Compensation Policy          HTML     56K 
 4: EX-10.K     Mdu Resources Long-Term Performance Incentive Plan  HTML     77K 
 5: EX-21       Mdu Resources Subsidiaries of Mdu Resources         HTML     50K 
 6: EX-23       Mdu Resources Consent of Independent Accounting     HTML     37K 
                Firm                                                             
10: EX-95       Mdu Resources Mine Safety Disclosures               HTML     98K 
 7: EX-31.A     Mdu Resources Certification of Chief Executive      HTML     42K 
                Officer                                                          
 8: EX-31.B     Mdu Resources Certification of Chief Financial      HTML     42K 
                Officer                                                          
 9: EX-32       Mdu Resources Certification of CEO and CFO          HTML     38K 
17: R1          Document and Entity Information                     HTML     70K 
18: R2          Consolidated Statements of Income                   HTML    144K 
19: R3          Consolidated Statements of Comprehensive Income     HTML    105K 
20: R4          Consolidated Statements of Comprehensive Income -   HTML     60K 
                Parenthetical                                                    
21: R5          Consolidated Balance Sheets                         HTML    163K 
22: R6          Consolidated Balance Sheets (Parenthetical)         HTML     46K 
23: R7          Consolidated Statements of Equity                   HTML    145K 
24: R8          Consolidated Statements of Cash Flows               HTML    139K 
25: R9          Summary of significant accounting policies          HTML    313K 
26: R10         Revenue from contracts with customers               HTML    123K 
27: R11         Acquisitions                                        HTML     64K 
28: R12         Discontinued operations                             HTML    117K 
29: R13         Goodwill and other intangible assets                HTML     92K 
30: R14         Regulatory assets and liabilities                   HTML     80K 
31: R15         Fair value measurements                             HTML    126K 
32: R16         Debt                                                HTML    118K 
33: R17         Asset retirement obligations                        HTML     53K 
34: R18         Preferred stocks                                    HTML     43K 
35: R19         Common stock                                        HTML     45K 
36: R20         Stock-Based Compensation                            HTML     84K 
37: R21         Income Taxes                                        HTML    165K 
38: R22         Cash flow information                               HTML     57K 
39: R23         Business segment data                               HTML    241K 
40: R24         Employee benefit plans                              HTML    333K 
41: R25         Nonqualified Benefit Plans                          HTML     90K 
42: R26         Multiemployer Plans                                 HTML    120K 
43: R27         Jointly owned facilities                            HTML     58K 
44: R28         Regulatory matters                                  HTML     69K 
45: R29         Commitments and contingencies                       HTML     94K 
46: R30         Subsequent Events                                   HTML     39K 
47: R31         Quarterly data                                      HTML    116K 
48: R32         Schedule I-Condensed Financial Information of       HTML    168K 
                Registrant                                                       
49: R33         Schedule II - Consolidated Valuation and            HTML     58K 
                Qualifying Accounts                                              
50: R34         Summary of significant accounting policies          HTML    197K 
                (Policies)                                                       
51: R35         Business segment data (Policies)                    HTML     38K 
52: R36         Summary of significant accounting policies          HTML    231K 
                (Tables)                                                         
53: R37         Revenue from contracts with customers (Tables)      HTML    118K 
54: R38         Acquisitions (Tables)                               HTML     56K 
55: R39         Discontinued operations (Tables)                    HTML    107K 
56: R40         Goodwill and other intangible assets (Tables)       HTML     94K 
57: R41         Regulatory assets and liabilities (Tables)          HTML    115K 
58: R42         Fair value measurements (Tables)                    HTML    120K 
59: R43         Debt (Tables)                                       HTML    110K 
60: R44         Asset Retirement Obligations (Tables)               HTML     51K 
61: R45         Stock-Based Compensation (Tables)                   HTML     76K 
62: R46         Income Taxes (Tables)                               HTML    165K 
63: R47         Cash flow information (Tables)                      HTML     56K 
64: R48         Business segment data (Tables)                      HTML    236K 
65: R49         Employee Benefit Plans (Tables)                     HTML    375K 
66: R50         Nonqualified Benefit Plans (Tables)                 HTML    288K 
67: R51         Multiemployer Plans (Tables)                        HTML    108K 
68: R52         Jointly owned facilities (Tables)                   HTML     58K 
69: R53         Commitment and Contingencies Disclosure (Tables)    HTML     58K 
70: R54         Quarterly data (Tables)                             HTML    115K 
71: R55         Accounts receivable and allowance for doubtful      HTML     52K 
                accounts (Details)                                               
72: R56         Inventories and natural gas in storage (Details 2)  HTML     55K 
73: R57         Property, plant and equipment (Details 3)           HTML    125K 
74: R58         Goodwill (Details 4)                                HTML     44K 
75: R59         Natural gas costs recoverable or refundable         HTML     41K 
                through rate adjustments (Details 5)                             
76: R60         Income taxes (Details 6)                            HTML     37K 
77: R61         Earnings (Loss) Per Common Share (Details 7)        HTML     51K 
78: R62         New accounting standards (Details 8)                HTML     95K 
79: R63         Comprehensive income (Loss) (Details 9)             HTML     86K 
80: R64         Reclassifications out of accumulated other          HTML     68K 
                comprehensive (Loss) (Details 10)                                
81: R65         Disaggregation of revenue (Details)                 HTML    191K 
82: R66         Contract balances (Details 2)                       HTML     60K 
83: R67         Acquisitions (Details)                              HTML     50K 
84: R68         Acquisitions (Details 2)                            HTML     82K 
85: R69         Noncontrolling interest (Details)                   HTML     50K 
86: R70         Major classes of assets and liabilities refining    HTML     65K 
                (Details 2)                                                      
87: R71         Major classes of assets and liabilities held for    HTML     95K 
                sale E&P (Details 3)                                             
88: R72         Taxes and operating loss carryforwards (Details 4)  HTML     53K 
89: R73         Impairment fair value, ceiling test and             HTML     50K 
                transactions costs (Details 5)                                   
90: R74         Business exit costs (Details 6)                     HTML     51K 
91: R75         Reconciliation of income and expenses (Details 7)   HTML     99K 
92: R76         Goodwill and other intangible assets (Details)      HTML     52K 
93: R77         Goodwill and other intangible assets (Details 2)    HTML     78K 
94: R78         Regulatory assets and liabilities (Details)         HTML     88K 
95: R79         Fair value measurements insurance contracts         HTML     42K 
                (Details)                                                        
96: R80         Available-for-sale securities (Details 2)           HTML     51K 
97: R81         Fair value measurements (Details 3)                 HTML     69K 
98: R82         Fair value measurements (Details 4)                 HTML     46K 
99: R83         Credit facilities (Details)                         HTML     67K 
100: R84         Long-term borrowings (Details 2)                    HTML     65K  
101: R85         Long-term debt outstanding (Details 3)              HTML     68K  
102: R86         Schedule of debt maturities (Details 4)             HTML     54K  
103: R87         Asset Retirement Obligations (Details)              HTML     57K  
104: R88         Preferred Stocks (Details)                          HTML     70K  
105: R89         Common stock (Details)                              HTML     51K  
106: R90         Stock based compensation plans (Details)            HTML     47K  
107: R91         Stock awards (Details 2)                            HTML     42K  
108: R92         Restricted stock awards (Details 3)                 HTML     43K  
109: R93         Performance share awards (Details 4)                HTML    103K  
110: R94         Components of income before income taxes from       HTML     46K  
                continuing operations (Details)                                  
111: R95         Income tax expense (Benefit) (Details 2)            HTML     66K  
112: R96         Tax reform (Details 3)                              HTML     46K  
113: R97         Components of deferred tax assets and liabilities   HTML     84K  
                (Details 4)                                                      
114: R98         Carryforwards (Details 5)                           HTML     46K  
115: R99         Deferred tax reconciliation (Details 6)             HTML     49K  
116: R100        Income tax expense (Benefit) Statutory Rate Versus  HTML     98K  
                Actual Rate (Details 7)                                          
117: R101        Income Taxes Reconciliation of unrecognized tax     HTML     44K  
                benefits, excluding interest (Details 8)                         
118: R102        Unrecognized tax benefits (Details 9)               HTML     41K  
119: R103        Cash flow information (Details)                     HTML     51K  
120: R104        Business segment data (Details)                     HTML    185K  
121: R105        Change in benefit obligations and plan assets       HTML    118K  
                (Details)                                                        
122: R106        Benefit obligations in excess of plan assets        HTML     48K  
                (Details 2)                                                      
123: R107        Components of net periodic benefit cost (Details    HTML     85K  
                3)                                                               
124: R108        Estimated net loss and prior service credit         HTML     46K  
                (Details 4)                                                      
125: R109        Weighted average assumptions (Details 5)            HTML     60K  
126: R110        Expected rate of return (Details 6)                 HTML     55K  
127: R111        Health care rate assumptions and cost trend rate    HTML     64K  
                (Details 7)                                                      
128: R112        Fair value - pension (Details 8)                    HTML     94K  
129: R113        Fair value - other postretirement (Details 9)       HTML     85K  
130: R114        Estimated future benefit payments and subsidies     HTML     74K  
                (Details 10)                                                     
131: R115        Nonqualified Benefit Plan (Details)                 HTML    100K  
132: R116        Multiemployer Plans (Details)                       HTML    161K  
133: R117        Multiemployer Plans (Details 2)                     HTML     44K  
134: R118        Jointly owned facilities (Details)                  HTML     55K  
135: R119        Mnpuc (Details)                                     HTML     43K  
136: R120        Mtpsc (Details 2)                                   HTML     46K  
137: R121        Ndpsc (Details 3)                                   HTML     72K  
138: R122        Opuc (Details 4)                                    HTML     49K  
139: R123        Sdpuc (Details 5)                                   HTML     46K  
140: R124        Wutc (Details 6)                                    HTML     46K  
141: R125        (Wypsc) (Details 7)                                 HTML     43K  
142: R126        Ferc (Details 8)                                    HTML     40K  
143: R127        Litigation (Details)                                HTML     38K  
144: R128        Enviromental matters (Details 2)                    HTML     71K  
145: R129        Operating leases (Details 3)                        HTML     59K  
146: R130        Purchase commitments (Details 4)                    HTML     60K  
147: R131        Guarantees (Details 5)                              HTML     63K  
148: R132        Variable interest entities (Details 6)              HTML     40K  
149: R133        Quarterly financial information (Unaudited)         HTML    105K  
                (Details)                                                        
150: R134        Condensed Statements of Income and Comprehensive    HTML     93K  
                Income (Details)                                                 
151: R135        Condensed Balance Sheets (Details 2)                HTML    189K  
152: R136        Condensed Statements of Cash Flows (Details 3)      HTML     87K  
153: R137        Notes to Condensed Financial Statements (Details    HTML     62K  
                4)                                                               
154: R138        Schedule II - Consolidated Valuation and            HTML     47K  
                Qualifying Accounts (Details 2)                                  
156: XML         IDEA XML File -- Filing Summary                      XML    277K  
16: XML         XBRL Instance -- a2018form10-k_htm                   XML   6.95M 
155: EXCEL       IDEA Workbook of Financial Reports                  XLSX    206K  
12: EX-101.CAL  XBRL Calculations -- mdu-20181231_cal                XML    396K 
13: EX-101.DEF  XBRL Definitions -- mdu-20181231_def                 XML   2.18M 
14: EX-101.LAB  XBRL Labels -- mdu-20181231_lab                      XML   3.58M 
15: EX-101.PRE  XBRL Presentations -- mdu-20181231_pre               XML   2.49M 
11: EX-101.SCH  XBRL Schema -- mdu-20181231                          XSD    342K 
157: JSON        XBRL Instance as JSON Data -- MetaLinks              708±  1.06M  
158: ZIP         XBRL Zipped Folder -- 0000067716-19-000019-xbrl      Zip    743K

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

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

<! C: C:

Wdesk | Exhibit

MDU RESOURCES GROUP, INC.

LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT

February 14, 2019

{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, 2019 through December 31, 2021 (the "Performance Period")
Date of Grant:	February 14, 2019
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.

You must accept this Award Notice by logging onto your account with Fidelity Investments and accepting this grant 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 Notice, the Agreement, and the Plan.

Attachments:

Annex A: Performance Share Award Agreement

Annex B

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 shareholder return ("TSR") relative to that of the Peer Group listed on Annex B (the "Percentile Rank") for the Performance Period.


•	Twenty-five percent (25%) of the Award is based on the Company’s compound annual growth rate in Earnings from continuing operations before Interest, Taxes, Depreciation, Depletion and Amortization (EBITDA) for the Performance Period.


•	Twenty-five percent (25%) of the Award is based on the Company’s compound annual growth rate in Earnings from continuing operations for the Performance Period.


(a)	The 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	[ ]

If the Company achieves a Percentile Rank between the [ ]th and [ ]th percentiles, the Payout Percentage shall be equal to [ ]%, plus [ ]% for each Percentile Rank whole percentage above the [ ]th percentile. If the Company achieves a Percentile Ranking between the [ ]th and [ ]th percentiles, the Payout Percentage shall be equal to [ ]%, plus [ ]% for each Percentile Rank whole percentage above the [ ]th percentile.

Annex A - 1

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, including the Company
r =	the numeric rank of the Company's TSR relative to the Peer Group, where the highest return in the group is ranked number 1

To illustrate, if the Company's TSR is the third highest in the Peer Group comprised of 20 companies, its Percentile Rank would be 90. The calculation is:

(20 - 3 + 1)/20 x 100 = 90.

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

If the common stock of a company in the Peer Group ceases to be traded during the Performance Period, the company will be deleted from the Peer Group. 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.

Total shareholder return is the percentage change in the value of an investment in the common stock of a company from the initial investment made on the last trading day in the calendar year preceding the beginning of the performance period through the last trading day 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 EBITDA growth performance measure will be determined in accordance with the following table:



EBITDA Compound Annual Growth Rate	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 EBITDA, Earnings will be Income from continuing operations at the beginning and end of the performance period. Interest, taxes and depreciation, depletion, and

Annex A - 2

amortization expenses used in the calculation of EBITDA will also be from continuing operations at the beginning and end of the performance period. Earnings used to determine EBITDA will be adjusted, as such adjustments are approved by the Compensation Committee, to remove:


•	[ ]


•	[ ]


•	[ ]

For calculation of the 2019-2021 performance period, the beginning performance period EBITDA from continuing operations used in the denominator (base year) will be the 2018 EBITDA of $[ ] million. The Compensation Committee reserves the right to equitably adjust the target EBITDA annual growth rate and the beginning and end of period EBITDA to reflect the effect of business segment changes during the performance period and prevent dilution or enlargement of rights.

The EBITDA compound annual growth rate (EBITDA CAGR) for the performance period will be determined by the following formula:

EBITDA CAGR = (EV / BV)^{1 / n} - 1

Where:

EV = EBITDA at the end of the performance period (12/31/2021)

BV = EBITDA at the beginning of the performance period (12/31/2018)

n = number of years in the performance period (i.e. 3)

To illustrate, if the Company’s EBITDA at the end of 2018 was $600 million and the Company’s EBITDA at the end of 2021 was $700 million, the compound annual growth rate at the end of the 3 year period would be 5.3%. The calculation is:

5.3% = (700 / 600)^{1 / 3} - 1


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



Earnings Compound Annual Growth Rate	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, Earnings will be Income from continuing operations at the beginning and end of the performance period. Earnings will be adjusted, as such adjustments are approved by the Compensation Committee, to remove:

Annex A - 3


•	[ ]


•	[ ]


•	[ ]

For calculation of the 2019-2021 performance period, the beginning performance period Earnings used in the denominator (base year) will be the 2018 earnings from continuing operations of $[ ] million. The Compensation Committee reserves the right to equitably adjust the target Earnings compound annual growth rate and the Beginning and end of period Earnings to reflect the effect of business segment changes during the performance period and prevent dilution or enlargement of rights.

The Earnings compound annual growth rate (Earnings CAGR) for the performance period will be determined by the following formula:

Earnings CAGR = (EV / BV)^{1 / n} - 1

Where:

EV = Earnings at the end of the performance period (12/31/2021)

BV = Earnings at the beginning of the performance period (12/31/2018)

n = number of years in the performance period (i.e. 3)

To illustrate, if the Company’s Earnings at the end of 2018 was $250 million and the Company’s Earnings at the end of 2021 was $300 million, the compound annual growth rate at the end of the 3 year period would be 6.3%. The calculation is:

6.3% = (300 / 250)^{1 / 3} - 1

3. Total Percentage Payout

The Total Percentage Payout is the sum of the payout percentages for each of the performance measures multiplied by the weighting percentage for such performance measure.

i.e.

Total Percentage Payout = (50% x relative TSR payout) + (25% x EBITDA growth payout) +

(25% 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 (i) the end of the two-year period commencing

Annex A - 4

on the date any Shares earned under this Award are issued and (ii) 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 Company may require the Participant to hold 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.

(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 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

Annex A - 5

requirement for Shares will be satisfied by the Company withholding Shares having a Fair Market Value equal to the minimum statutory withholding that could be imposed on the transaction (based on minimum statutory withholding rates for Federal, state and local tax purposes, as applicable, including payroll taxes, that are applicable to such supplemental taxable income) 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 its 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, P.O. Box 5650, Bismarck, North Dakota 58506; 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.

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 - 6

ANNEX B

MDU RESOURCES GROUP, INC.

LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT

PEER GROUP COMPANIES

Alliant Energy Corporation

Ameren Corporation

Atmos Energy Corporation

Black Hills Corporation

CMS Energy Corporation

Dycom Industries, Inc.

EMCOR Group, Inc.

Evergy, Inc.

Granite Construction Incorporated

Jacobs Engineering Group, Inc.

KBR, Inc.

Martin Marietta Materials, Inc.

MasTec, Inc.

NiSource, Inc.

Pinnacle West Capital Corporation

Portland General Electric Company

Quanta Services, Inc.

Southwest Gas Holdings, Inc.

Summit Materials Inc.

Vulcan Materials Company

WEC Energy Group, Inc.

Annex B - 1

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	12/31/21
Filed on:	2/22/19	424B5, 8-K
	2/14/19	4, 8-K, SC 13G
	1/1/19
For Period end:	12/31/18	11-K, 4, 5, 8-K, 8-K12B, SD
		List all Filings

2 Subsequent Filings that Reference this Filing

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

 2/23/22  MDU Resources Group, Inc.         10-K       12/31/21  161:38M
 2/19/21  MDU Resources Group, Inc.         10-K       12/31/20  171:24M

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Filing Submission 0000067716-19-000019 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Mdu Resources Group Inc – ‘10-K’ for 12/31/18 – ‘EX-10.K’

On: Friday, 2/22/19, at 9:46am ET · For: 12/31/18 · Accession #: 67716-19-19 · File #: 1-03480

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

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

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Dates Referenced Herein and Documents Incorporated by Reference

2 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents