Nicor Inc.
Form 8-K
Exhibit 10.9
AMENDED AND
RESTATED
SUPPLEMENTAL RETIREMENT BENEFIT
AGREEMENT
(As Amended And Restated for
Post-2004 Benefits, Effective January 1, 2008)
This Amended and Restated Supplemental
Retirement Benefit Agreement (the “Agreement”), is
entered into as of this
24 day of
July , 2008 (the “Effective
Date”), by and between Nicor Inc., an Illinois corporation,
(the “Company”), and Russ M. Strobel (the
“Executive”).
WITNESSETH THAT
WHEREAS, the Executive currently serves as
Chairman of the Board of Directors, President and Chief Executive
Officer of the Company, and
WHEREAS, the Executive and the Company are
parties to a Supplemental Retirement Benefit Agreement dated
January 1, 2001 (the “Prior Agreement”); and
WHEREAS, the Executive and the Company desire to
amend and restate the Prior Agreement in the form of this Agreement
for purposes of that portion of Executive’s benefit that was
not earned and vested within the meaning of Treas. Reg.
§1.409A-6(a) as of December 31, 2004; and
WHEREAS, notwithstanding any provisions of the
Agreement to the contrary, the provisions of the Prior Agreement in
effect on October 3, 2004 apply with respect to those benefits that
were earned and vested under such Prior Agreement within the
meaning of Treas. Reg. §1.409A-6(a) as of December 31,
2004;
NOW, THEREFORE, in consideration of the mutual
covenants and promises contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Executive agree as
follows:
|
|
Supplementary Retirement Plan
. This Agreement is
granted under and subject to the terms and conditions of the Nicor
Gas Supplementary Retirement Plan (the “Plan”), unless
otherwise provided herein. The Executive shall be a
Limited Participant in the Plan, and benefits payable under the
Agreement shall be paid under the Plan. By execution of
this Agreement, Executive consents to the provisions of the Plan
and this Agreement. Capitalized terms in this Agreement
shall have the meaning set forth in the Plan, unless otherwise
defined herein.
|
|
|
Supplemental
Retirement Benefit . Subject to the following provisions
of this Agreement and notwithstanding any provisions of the Plan to
the contrary, the Executive shall be entitled to a Supplemental
Retirement Benefit in an amount equal to $50,000 per year,
determined as though payment would commence on the first day of the
month next following the later of the Executive’s sixtieth
(60 th
) birthday or Separation from
Service and be payable for the Executive’s life.
|
This Agreement
applies only with respect to the 25% portion of the Supplemental
Retirement Benefit that was not earned and vested as of December
31, 2004. The terms of the Prior Agreement as in effect
on October 3, 2004 apply with respect to the
75% portion of
the Supplemental Retirement Benefit that was earned and vested on
December 31, 2004.
|
|
Vesting
Percentage . The Executive is fully vested in
the Supplemental Retirement Benefit.
|
|
|
Time and
Form of Payment . The Supplemental Retirement Benefit
shall be paid as an Actuarially Equivalent Lump Sum. The
“Actuarially Equivalent Lump Sum” shall be determined
as of the Executive’s Separation from Service, as the
actuarial equivalent of the amount of the Supplemental Retirement
Benefit described in section (2) of this Agreement determined using
the lump sum actuarial factors set forth in the Plan. In
addition, interest on the Supplemental Retirement Benefit shall
accrue commencing on the Executive’s Separation from Service
and ending on the Executive’s payment date (as described
below), at the first segment interest rate in effect at the
Executive’s Separation from Service under Section
417(e)(3)(D) of the Code.
|
Payment of the
Supplemental Retirement Benefit shall be made on the first business
day of the seventh month after the Executive’s Separation
from Service date (the “payment dateR
