SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATMOS ENERGY CORPORATION (Exact name of Registrant as specified in its charter) TEXAS AND VIRGINIA 75-1743247 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1800 THREE LINCOLN CENTRE 5430 LBJ FREEWAY DALLAS, TEXAS 75240 (Address of principal executive offices) (Zip Code) ATMOS ENERGY CORPORATION RESTRICTED STOCK GRANT PLAN (Full Title of Plan) Copies to: GLEN A. BLANSCET BRYAN E. BISHOP Vice President, General Counsel Locke Purnell Rain Harrell and Corporate Secretary (A Professional Corporation) Atmos Energy Corporation 2200 Ross Avenue, Suite 2200 1800 Three Lincoln Centre Dallas, Texas 75201 5430 LBJ Freeway Dallas, Texas 75240 (Name and Address of Agent for service) (972) 934-9227 (Telephone Number, including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE ===================================================================================================================== Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered (a) per Share (b) Offering Price (b) Registration Fee ------------------------------------------------------------------------------------------- ------------------------- Common Stock, no par value... 650,000 $26.28125 $17,082,813 $5,177 ===================================================================================================================== (a) Includes such additional shares as may be issued as a result of the antidilution provisions of the Plan, pursuant to Rule 416 promulgated under the Securities Act of 1933. (b) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) promulgated under the Securities Act of 1933 on the basis of the average of the high and low prices of the Registrant's Common Stock as reported on the New York Stock Exchange on February 10, 1998. PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS The information specified by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933 (the "Securities Act"), and the introductory note of Part I of Form S-8. The contents of Registration Statement Number 33-68852, filed with the Securities and Exchange Commission on September 15, 1993, of Atmos Energy Corporation are incorporated herein by reference, except as amended hereby. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 6. Indemnification of Directors and Officers. Both the Texas Business Corporation Act and the Virginia Stock Corporation Act permit, and in some cases, require corporations to indemnify directors and officers who are or have been a party or are threatened to be made a party to litigation against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses under certain circumstances. Article IX of Registrant's Restated Articles of Incorporation as Amended and Article IX of Registrant's Bylaws provide for indemnification of judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses and the advance payment or reimbursement of such reasonable expenses to directors and officers to the fullest extent permitted by law. The Texas Business Corporation Act and the Virginia Stock Corporation Act both allow a corporation to limit the liability of directors for monetary damages under certain circumstances. Article X of Registrant's Restated Articles of Incorporation as Amended provides for such limitation of liability to the fullest extent permitted by law. Registrant maintains an officers' and directors' liability insurance policy insuring officers and directors against certain liabilities, including liabilities under the Securities Act. The effect of such policy is to indemnify the officers and directors of Registrant against losses incurred by them while acting in such capacities. The foregoing summaries are necessarily subject to the complete text of the statutes, the Registrant's Restated Articles of Incorporation as Amended, Bylaws and agreements referred to above and are qualified in their entirety by reference thereto. Item 8. Exhibits. The exhibits listed in the accompanying Index to Exhibits are furnished as a part of this Registration Statement. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on February 13, 1998. ATMOS ENERGY CORPORATION By: /s/ ROBERT W. BEST ------------------------ Robert W. Best Chairman, President and CEO POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby constitutes and appoints Robert W. Best his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Signature Title Date --------- ----- ---- /s/ ROBERT W. BEST -------------------------- Chairman, President and CEO February 13, 1998 Robert W. Best (Principal Executive Officer) /s/ LARRY J. DAGLEY -------------------------- Executive Vice President and February 13, 1998 Larry J. Dagley Chief Financial Officer (Principal Financial Officer) /s/ DAVID L. BICKERSTAFF -------------------------- Vice President and Controller February 13, 1998 David L. Bickerstaff (Principal Accounting Officer) 3 /s/ TRAVIS W. BAIN II -------------------------- Director February 11, 1998 Travis W. Bain II /s/ DAN BUSBEE -------------------------- Director February 11, 1998 Dan Busbee /s/ RICHARD W. CARDIN -------------------------- Director February 11, 1998 Richard W. Cardin /s/ THOMAS J. GARLAND -------------------------- Director February 11, 1998 Thomas J. Garland /s/ GENE C. KOONCE -------------------------- Director February 11, 1998 Gene C. Koonce /s/ VINCENT J. LEWIS -------------------------- Director February 11, 1998 Vincent J. Lewis -------------------------- Director February ____, 1998 Thomas C. Meredith /s/ PHILLIP E. NICHOL -------------------------- Director February 11, 1998 Phillip E. Nichol /s/ CARL S. QUINN -------------------------- Director February 11, 1998 Carl S. Quinn /s/ LEE E. SCHLESSMAN -------------------------- Director February 11, 1998 Lee E. Schlessman /s/ CHARLES K. VAUGHAN -------------------------- Director February 11, 1998 Charles K. Vaughan /s/ RICHARD WARE II -------------------------- Director February 11, 1998 Richard Ware II 4 EXHIBIT INDEX EXHIBIT DESCRIPTION PAGE ------- ----------- ---- NUMBER NUMBER ------ ------ 4.1 Specimen Common Stock Certificate (Atmos Energy Corporation) (incorporated by reference to Exhibit 4(b) of Registrant's Annual Report on Form 10-K (File No. 1-10042) for the fiscal year ended September 30, 1988). 4.2(a) Rights Agreement, dated as of April 27, 1988, between Registrant and The First National Bank of Boston (successor trustee to Morgan Shareholder Services Trust Company) (incorporated by reference to Exhibit 1 of Registrant's Form 8-K (File No. 0-11249) filed May 10, 1988). 4.2.(b) Amendment No. 1 to Rights Agreement, dated August 10, 1994 (incorporated by reference to Exhibit 4.3(b) of Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1994 (File No. 1-10042)). 4.2(c) Certificate of Adjusted Price, dated August 15, 1994 (incorporated by reference to Exhibit 4.3(c) of Registrant's Annual Report on Form 10-K (File No. 1-10042) for the fiscal year ended September 30, 1994). 4.3 Rights Agreement, dated as of November 12, 1997, between the Company and BankBoston, N.A. (incorporated by reference to Exhibit 4.1 of Form 8-K dated November 12, 1997 (File No. 1-10042)). 5.1 Opinion of Locke Purnell Rain Harrell. 23.1 Consent of Locke Purnell Rain Harrell (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Arthur Andersen LLP. 24.1 Power of Attorney (included on the signature page of this Registration Statement). 99.1 Atmos Energy Corporation Restricted Stock Grant Plan TYPE: EX-5.1 SEQUENCE: 2 DESCRIPTION: OPINION OF LOCKE PURNELL RAIN HARRELL EXHIBIT 5.1 [LETTERHEAD OF LOCKE PURNELL RAIN HARRELL] February 13, 1998 Atmos Energy Corporation 1800 Three Lincoln Centre 5430 LBJ Freeway Dallas, TX 75240 Re: Registration Statement on Form S-8, Atmos Energy Corporation Restricted Stock Grant Plan Gentlemen: We have acted as special counsel for Atmos Energy Corporation, a Texas and Virginia corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement on Form S-8 (the "Registration Statement"), of 650,000 shares of common stock, no par value, of the Company (the "Common Stock") to be offered pursuant to the Atmos Energy Corporation Restricted Stock Grant Plan (the "Plan"). Based upon our examination of such papers and documents and the investigation of such matters of law as we have deemed relevant or necessary in rendering this opinion, we hereby advise you that we are of the opinion that: 1. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Texas and the Commonwealth of Virginia. 2. Assuming, with respect to shares of Common Stock issued after the date hereof, (i) the receipt of proper consideration for the issuance thereof (ii) the availability of a sufficient number of shares of Common Stock authorized by the Company's Restated Articles of Incorporation as Amended then in effect, (iii) compliance with the terms of any grant made pursuant to the Plan and (iv) no change occurs in the applicable law or the pertinent facts, the shares of Common Stock issuable under the Plan will be duly authorized and validly issued, fully paid and non-assessable shares of Common Stock. Atmos Energy Corporation February 13, 1998 Page 2 Our opinions are limited solely to the laws of the State of Texas, the Virginia Stock Corporation Act of the Commonwealth of Virginia and the United States Federal securities laws, each as presently in effect, insofar as such laws may govern the matters addressed in these opinions. You should be aware that we are not admitted to practice law in the Commonwealth of Virginia and any opinion herein as to the laws of such commonwealth is based solely upon the latest unofficial compilation of the corporate statutes and case laws of such commonwealth available to us. To the extent that the laws of any other jurisdiction (i.e., other than the State of Texas, the Virginia Stock Corporation Act of the Commonwealth of Virginia or the United States Federal securities laws) govern any matters included in this opinion, no opinion is expressed herein. We undertake no obligation to advise you of facts or changes in law occurring after the date of this opinion which might affect the opinions expressed herein. We consent to the use of our name in the Registration Statement filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of 650,000 shares of Common Stock of the Company in connection with the Plan and to the filing of a copy of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the related rules promulgated by the Securities and Exchange Commission. Very truly yours, LOCKE PURNELL RAIN HARRELL (A Professional Corporation) By: /s/ VAN M. JOLAS -------------------------- Van M. Jolas TYPE: EX-23.2 SEQUENCE: 3 DESCRIPTION: CONSENT OF ERNST & YOUNG Exhibit 23.2 CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in the Registration Statement (Form S-8) of Atmos Energy Corporation for the registration of 650,000 shares of its common stock of our report dated November 11, 1997 with respect to the consolidated financial statements of Atmos Energy Corporation included in its Annual Report on Form 10-K for the year ended September 30, 1997, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP ERNST & YOUNG LLP Dallas, Texas February 13, 1998 TYPE: EX-23.3 SEQUENCE: 4 DESCRIPTION: CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 of Atmos Energy Corporation of our report dated February 14, 1997 appearing in the Annual Report on Form 10-K for the year ended December 31, 1996 of United Cities Gas Company. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Nashville, Tennessee February 13, 1998 TYPE: EX-99.1 SEQUENCE: 5 DESCRIPTION: RESTRICTED STOCK GRANT PLAN Exhibit 99.1 ATMOS ENERGY CORPORATION RESTRICTED STOCK GRANT PLAN EFFECTIVE OCTOBER 1, 1987 AMENDED AND RESTATED AS OF FEBRUARY 12, 1998 ATMOS ENERGY CORPORATION RESTRICTED STOCK GRANT PLAN (Amended and Restated as of February 12, 1998) I. Purpose of Plan --------------- The Atmos Energy Corporation Restricted Stock Grant Plan (the "Plan") has been established to align the interests of its participants more directly with those of the Company's shareholders, to retain and attract managerial and professional personnel of exceptional ability and to encourage strong commitment to corporate objectives. II. Plan Definitions ---------------- All rights and conditions under the Plan are specified in the following paragraphs subject to compliance with applicable laws and regulations. As used in the Plan, the following terms and phrases shall have the meanings ascribed to them below: A. "Board" or "Board of Directors" shall mean the Board of Directors of Atmos Energy Corporation. B. "Common Stock" shall mean the common stock of Atmos Energy Corporation. C. "Company" shall mean Atmos Energy Corporation. D. "Disability" shall mean such total and permanent disability as qualifies the participant for benefits under the Company's Long-Term Disability Plan covering the participant at the time. E. "Exchange Act" shall mean the Securities Exchange Act of 1934. F. "Fair Market Value" with regard to the Restricted Stock on a particular date shall mean the closing price of a share of Common Stock as reported by the New York Stock Exchange-Composite Transactions on that date. However, if no trading in the Common Stock occurs on the New York Stock Exchange on that date, the "Fair Market Value" shall mean the closing price as reported on the immediately preceding date. In the event the Common Stock is traded on an exchange other than the New York Stock Exchange, the Board of Directors shall select a suitable substitute published stock quotation system, which system shall be in compliance with all relevant regulatory provisions. G. "Subsidiary" shall mean any direct or indirect subsidiary of Atmos Energy Corporation. 2 III. Eligibility ----------- The participants in the Plan shall be such employees of the Company or any Subsidiary as may be selected from time to time by the Board in its discretion. Directors of the Company who are not also employees of the Company shall not be eligible to participate in the Plan. In order to receive Restricted Stock, participants must not, at the time the grant of Restricted Stock is made, be subject to any agreement with the Company that restricts the acquisition of shares of Common Stock. IV. Stock Subject to Plan --------------------- The stock subject to the Plan shall consist of shares of Common Stock to which the restrictions specified in Section V.F. are attached. This stock is hereafter referred to as "Restricted Stock". The total number of shares of Restricted Stock, subject to adjustment as provided in Section XII, that may be awarded by the Company under the Plan shall not be more than 1,550,000 shares. Restricted Stock awarded under the Plan shall, in the sole discretion of the Board of Directors, consist of either previously issued shares purchased on the open market or shares purchased from the Company as original issue shares or treasury shares. V. Terms and Conditions of Restricted Stock Awards ----------------------------------------------- Each share of Restricted Stock awarded under the Plan shall be subject to the following restrictions: A. Shares of Restricted Stock awarded to a Plan participant may not be sold, transferred, pledged, hypothecated, encumbered, or otherwise alienated in any manner, whether voluntarily, by operation of law, or otherwise, until the restrictions on such shares are removed pursuant to the Plan and said shares are delivered to the participant. B. Shares of Restricted Stock awarded to a Plan participant will be forfeited if, prior to the removal of restrictions on the Restricted Stock awarded hereunder, the recipient terminates employment for any reason other than death, disability, or retirement. C. At the time and on the date of a participant's death, disability, or retirement (upon or after attaining the age of 62) while employed by the Company or Subsidiary, all restrictions placed on each share of Restricted Stock awarded to that participant shall be removed and such shares shall be delivered to the participant or to his legal representatives, beneficiaries, or heirs. From and after such date, the participant or the participant's estate, personal representative or beneficiary, as the case may be, shall have full rights of transfer or resale with respect to such stock subject to applicable state and federal regulations. The restrictions on shares of Restricted 3 Stock awarded to a participant shall not be removed due to the participant's retirement prior to attaining the age of 62, unless such removal is expressly approved by the Board of Directors. D. Stock certificates representing the number of shares of Restricted Stock granted to an employee of the Company or Subsidiary shall be registered in the employee's name, but the certificates representing any shares of Restricted Stock shall be held in the custody of the Company for the participant's account. All dividends and distributions (other than stock dividends and distributions) on shares held in the custody of the Company shall be paid to the participant, however, regardless of the fact that the shares are being held in behalf of the participant. Any new, additional, or different shares or securities issued (due to a stock split, stock dividend, or other stock distribution) with respect to Restricted Stock previously awarded under the Plan shall be held by the Company as Restricted Stock for the participant's account and shall have the same restrictions as the underlying Restricted Stock with respect to which such new, additional, or different shares or securities were issued. At such time as restrictions are removed from any portion of the Restricted Stock held by the Company for the participant, certificates representing such shares shall be delivered free of all restrictions to the participant or to the participant's legal representatives, beneficiaries, or heirs. E. Additional grants of Restricted Stock to a participant after the initial grant to such participant may have restriction provisions different from those provided in Section VI. If such is the case, the award of such stock will be conditioned upon the acceptance by the participant of such different provisions. F. Each certificate issued in respect of shares of Restricted Stock granted to a participant under the Plan shall bear the following, or similar legend: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeitures) contained in the Atmos Energy Corporation Restricted Stock Grant Plan. A copy of the Plan is on file in the office of Atmos Energy Corporation, 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240." VI. Removal of Restrictions ----------------------- A participant who receives a Restricted Stock award pursuant to the Plan shall be entitled to delivery of shares free and clear of all restrictions, if such participant is an employee of 4 the Company or Subsidiary at the time (subject to the provisions of Sections V.C. and V.E. herein), according to the following schedule: Percentage of Original Completed Years of Service Grant Delivered After Date of Grant to Participant ------------------- -------------- 3 25% 4 25% 5 25% 6 25% Notwithstanding the foregoing provisions, each participant shall, in the event of a Change of Control of the Company, receive free of restriction all Restricted Stock granted to the participant on or before the effective date of such Change of Control. As used in the Plan, a "Change in Control" of the Company shall be deemed to have occurred if: (i) (A) Any "Person" (as defined in subparagraph (ii) below), other than (1) the Company or any Subsidiary, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act ("Affiliates"), (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation owned, directly or indirectly, by the shareholders of the Company, in substantially the same proportions as their ownership of stock of the Company, who is or becomes the "beneficial owner" (as defined in subparagraph (ii) below), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates) representing 33-1/3% or more of the combined voting power of the Company's then outstanding securities, or 33-1/3% or more of the then outstanding common stock of the Company, excluding any Person who becomes such a beneficial owner in connection with a transaction described in subparagraph (C)(1) below. (B) During any period of two consecutive years (the "Period"), individuals who at the beginning of the Period constitute the Board of the Company and any "new director" (as defined in subparagraph (ii) below) cease for any reason to constitute a majority of the Board. (C) There is consummated a merger or consolidation of the Company or any Subsidiary with any other corporation, except if: (1) the merger or consolidation would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the 5 combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (2) the merger or consolidation is effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 60% or more of the combined voting power of the Company's then outstanding securities. (D) The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. (ii) For purposes of subparagraph (i) above, (A) "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) of the Exchange Act. (B)"Beneficial owner" shall have the meaning provided in Rule 13d-3 under the Exchange Act. (C)"New director" shall mean an individual whose election by the Company's Board or nomination for election by the Company's shareholders was approved by a vote of at least 2/3's of the directors then still in office who either were directors at the beginning of the Period or whose election or nomination for election was previously so approved or recommended. However, "new director" shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation relating to the election of directors of the Company. VII. Stock Withholding Requirement ----------------------------- Upon the removal or lapse of the restrictions on any Restricted Stock awarded to a participant, the number of shares issuable by the Company to the participant shall be subject to applicable withholding requirements for income and employment taxes arising from the removal or lapse of the restrictions on the Restricted Stock. 6 VIII. Forfeited Shares ---------------- If shares of Restricted Stock are forfeited according to the terms of the Plan, the number of shares forfeited may be added back to the number of shares available for issuance under the Plan. Any shares of Restricted Stock that are forfeited according to the terms of the Plan shall be held by the Company as treasury shares and shall be available for reissuance under the Plan. IX. Rights of Recipients as Shareholders ------------------------------------ Except as otherwise provided in the Plan, a recipient of a Restricted Stock grant under the Plan shall have all of the rights of a shareholder of the Company with respect to such shares of Restricted Stock, including the right to vote such shares and receive the dividends and other distributions paid or made with respect to such shares in accordance with Section V.D. above. X. Administration of the Plan -------------------------- The Board shall have full authority to manage and control the operation and administration of the Plan. Any action taken by the Board with respect to the Plan shall be taken upon the affirmative vote of a majority of the directors. The Board shall have the power to construe and interpret the Plan in accordance with its terms and to establish and amend the rules and regulations for its administration. All determinations of the Board shall be final and shall not be subject to appeal. The Board shall designate those employees of the Company and its Subsidiaries who are eligible to participate in the Plan subject to the provisions of Section III and shall designate the amounts of Restricted Stock to be granted. XI. Amendment and Termination ------------------------- The Board in its discretion may terminate the Plan at any time with respect to any shares of Restricted Stock which have not theretofore been granted. The Board shall have the right to alter or amend the Plan or any part thereof from time to time; provided, that no change in any Restricted Stock theretofore granted may be made which would impair the rights of the grantee without the consent of such grantee; and provided, further, that the Board may not make any alteration or amendment which would materially increase the benefits accruing to participants under the Plan, materially increase the aggregate number of shares which may be issued pursuant to the provisions of the Plan, change the class of employees eligible to receive grants under the Plan, withdraw the administration of the Plan from the Board or permit any non-employee member of the Board to be eligible to receive a grant under the Plan without the approval of the stockholders of the Company. 7 XII. Adjustment Upon Changes in Stock -------------------------------- If there shall be any change in the number of shares of Common Stock subject to the Plan or to any Restricted Stock granted thereunder, through subdivision, combination, or reclassification of shares, or through merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other change in the corporate structure, appropriate adjustment shall be made by the Board in the aggregate number of shares subject to the Plan. XIII. No Employment Rights -------------------- The adoption of the Plan does not confer upon any employee of the Company or a Subsidiary any right to continue employment with the Company or Subsidiary, as the case may be, nor does it interfere in any way with the right of the Company or a Subsidiary to terminate the employment of any of its employees at any time. IN WITNESS WHEREOF, and as conclusive evidence of its adoption of this Amended and Restated Restricted Stock Grant Plan, the Company has caused this Plan to be duly executed on this 12th day of February, 1998. ATMOS ENERGY CORPORATION By: /s/ ROBERT W. BEST ---------------------------------- Robert W. Best Chairman, President and Chief Executive Officer