Nicor Inc.
Form 8-K
Exhibit 10.1
Birdsall, Inc. Supplementary
Savings Plan
(Effective January 1,
2009)
TABLE OF CONTENTS
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Section
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Payment
of Plan Benefits
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Birdsall, Inc.
Supplementary Savings Plan
SECTION 1
General
1.1
History, Purpose and
Effective Date . Birdsall, Inc. (the
“Company”) previously established the Birdsall, Inc.
Retirement Savings Plan (the “Savings Plan”) to provide
retirement and other benefits to or on behalf of its eligible
employees and those of its Affiliates which, with the consent of
the Company, adopt the Savings Plan. Contrary to the
desire of the Company, the amount of the contributions which may be
made to the Savings Plan by or for the benefit of an employee under
the Savings Plan may be limited by reason of the application of
certain provisions of the Internal Revenue Code of 1986, as amended
(the “Code”). Therefore, the Company hereby
establishes the Birdsall, Inc. Supplementary Savings Plan (the
“Plan”), effective January 1, 2009 (the
“Effective Date”), to ensure that affected individuals
will receive benefits in an amount comparable to the amount that
they would have received under the Savings Plan if certain
limitations of the Code were not applicable to the Savings
Plan. The Company and any Affiliate of the Company which
adopts the Plan for the benefit of its eligible employees are
referred to below, collectively, as the “Employers” and
individually as an “Employer”.
1.2
Source of Benefit
Payments . The amount of any
benefit payable under the Plan shall be paid from the general
revenues of the Employer with respect to whose former employee the
benefit is payable. If a Participant (as defined in
subsection 2.1) has been employed by more than one Employer, the
portion of his Plan benefit payable by each such Employer shall be
equal to that portion of his Account (as defined in subsection 3.1)
attributable to his services performed with respect to that
Employer. The Company and any Employer may, but are not
required by this Plan to, establish one or more trusts, the assets
of which are subject to the claims of general creditors of the
Employer or any affiliate thereof. An Employer’s obligation
under the Plan shall be reduced to the extent that any amounts due
under the Plan are paid from any such trust.
1.3
Applicable
Laws . The Plan shall be
construed and administered in accordance with the laws of the State
of Florida to the extent that such laws are not preempted by the
laws of the United States of America.
1.4
Gender and
Number . Where the context
admits, words in one gender shall include the other gender, words
in the singular shall include the plural and the plural shall
include the singular.
1.5
Notices
. Any notice
or document required to be filed with the Committee under the Plan
will be properly filed if delivered or mailed by registered mail,
postage prepaid, to the Committee, in care of the Company, at its
principal executive offices. Any notice required under
the Plan may be waived by the person entitled to notice.
1.6
Action by
Employers . Any action required or
permitted to be taken under the Plan by any Employer which is a
corporation shall be by resolution of its Board of Directors, or by
a person or persons authorized by its Board of
Directors. Any action required or permitted to be taken
by any Employer which is a partnership shall be by a general
partner of such partnership or by a duly authorized officer
thereof.
1.7
Limitations on
Provisions . The provisions of the
Plan and the benefits provided hereunder shall be limited as
described herein. Any benefit payable under the Savings
Plan shall be paid solely in accordance with the terms and
conditions of the Savings Plan and nothing in this Plan shall
operate or be construed in any way to modify, amend, or affect the
terms and provisions of the Savings Plan.
1.8
Claims
Procedures . Any claim for benefits
under the Plan shall be governed by and submitted pursuant to the
rules established under the Birdsall Claims Procedures for
Nonqualified Plans, as such are in effect from time to
time. The decision of the Committee shall be conclusive,
final and binding in all respects on both the Company and the
claimant. Benefits shall be paid only if the Committee
determines that the claimant is entitled to them.
(a)
Accounting Date . The “Accounting
Date” shall be the last day of each calendar month and each
other date specified by the Committee.
(b)
Affiliate
. The term
“Affiliate” means any corporation, trade or business
during any period that it is, along with any Employer, a member of
a controlled group of corporations or a controlled group of trades
or businesses (as described in sections 414(b) and (c),
respectively, of the Code).
(c)
Beneficiary . “Beneficiary”
shall have the meaning described in subsection 2.2.
(d)
Installment Payment
Period. “Installment Payment Period” means
the period of annual installment payments elected by the
Participant in his Distribution Election in accordance with
subsection 6.1(b), commencing on the Payment Date.
(e)
Payment
Date . “Payment
Date” shall have the meaning described in subsection
3.2(b).
(f)
Plan Year
. The
“Plan Year” shall be the calendar year.
(g)
Separation from
Service . “Separation from
Service” is the date of termination of the
Participant’s services to his Employer and all Affiliates,
whether voluntarily or involuntarily, as determined in accordance
with Treas. Reg. §1.409A-1(h).
(h)
Termination
Date . The term
“Termination Date” will be the date of the
Participant’s Separation from Service.
SECTION 2
Participation
2.1
Eligibility to
Participate . Subject to the terms
and conditions of the Plan, each employee of an Employer who is
employed in an executive position - which has been designated by
the Committee as eligible for participation in the Plan shall
become a “Participant” in the Plan
for any Plan Year in which the
matched contributions or profit sharing contributions with respect
to the eligible employee under the Savings Plan for any Plan Year
are limited by section 401(k), 401(m), 415, 402(g) or 401(a)(17) of
the Code. Such eligible employee shall become a
Participant on the first date after such employer matched
contributions or profit sharing contributions are so limited in
accordance with the rules established by the Committee.
Once an eligible employee becomes a
Participant in the Plan, he shall remain a Participant so long as
he has an Account balance under the Plan, provided that employer
contributions made pursuant to Sections 4.1 and 4.2 shall be made
on his behalf only to the extent that such employer contributions
are limited under the Savings Plan.
2.2
Beneficiary . Each Participant from
time to time, by signing a form furnished by the Committee, may
designate any legal or natural person or persons (who may be
designated contingently or successively) to whom his benefits under
the Plan are to be paid if he dies before he receives all of his
benefits (“Beneficiary”). A beneficiary
designation form will be effective only when the signed form is
filed with the Committee while the Participant is alive and will
cancel all beneficiary designation forms filed
earlier. If more than one Beneficiary has been
designated, the balance in the Participant’s Account shall be
distributed to each such Beneficiary per capita. Except
as otherwise specifically provided in this subsection 2.2, if a
deceased Participant failed to designate a Beneficiary as provided
above, or if no designated Beneficiary survives the Participant or
dies before complete payment of the Participant’s benefits,
then his benefits shall be paid to the legal representative or
representatives of the estate of the last to die of the Participant
and any designated Beneficiary.
If the Participant dies before the
payment of all of the benefits to which he is entitled, payment of
his Account balance shall continue to be made, in accordance with
the Participant’s Distribution Election, to his
Beneficiary.
2.3
Plan Not Contract of
Employment . The Plan does not
constitute a contract of employment, and participation in the Plan
will not give any employee the right to be retained in the employ
of any Employer nor any right or claim to any benefit under the
Plan, unless such right or claim has specifically accrued under the
terms of the Plan.
SECTION 3
Participant
Elections
3.1
Participant
Account . The Committee shall
maintain an “Account”, and such subaccounts as the
Committee deems necessary or appropriate, in the name of each
person who is a Participant.
3.2
Distribution
Elections . Distribution of a
Participant’s Account under the Plan shall be subject to the
following:
(a)
Each Participant shall
file a “Distribution Election” specifying the form
of payment under subsection 6.1(b) with respect to all amounts
in his Account. Such Distribution Election shall be filed
prior to the first day of the Plan Year in which contributions are
made on his behalf under the Plan (or under the transition rules of
Code
Section 409A, prior to January 1,
2009). A Distribution Election shall be irrevocable as
of the day immediately preceding such Plan
Year. Notwithstanding the foregoing, a Participant who
becomes initially eligible to participate in the Plan during the
Plan Year shall be permitted
