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DOMINION RESOURCES, INC. NEW EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

Addendum or Modifications

DOMINION RESOURCES, INC. NEW EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN | Document Parties: VIRGINIA ELECTRIC & POWER CO | DOMINION RESOURCES, INC You are currently viewing:
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VIRGINIA ELECTRIC & POWER CO | DOMINION RESOURCES, INC

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Title: DOMINION RESOURCES, INC. NEW EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
Governing Law: Virginia     Date: 10/30/2008
Industry: Electric Utilities     Sector: Utilities

DOMINION RESOURCES, INC. NEW EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN, Parties: virginia electric & power co , dominion resources  inc
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Exhibit 10.1

DOMINION RESOURCES, INC.

NEW EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

Effective January 1, 2005

And

Amended and Restated Effective January 1, 2009


DOMINION RESOURCES, INC.

NEW EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

As Amended and Restated Effective January 1, 2009

Purpose

The Board of Directors of Dominion Resources, Inc. determined that the adoption of the New Executive Supplemental Retirement Plan effective January 1, 2005 would assist it in attracting and retaining those employees whose judgment, abilities and experience would contribute to its continued progress. The Plan is intended to be a plan that is unfunded and maintained primarily for the purpose of providing deferred compensation for a “select group of management or highly compensated employees” (as such phrase is used in the Employee Retirement Income Security Act of 1974).

The Plan is intended to qualify under the provisions of Code Section 409A and any regulations and other guidance under that section. The Plan shall be interpreted to qualify under Code Section 409A.

Article I

Definitions

As defined herein, the following phrases or terms shall have the indicated meanings:

1.1 “Administrative Benefit Committee” means the Administrative Benefit Committee of Dominion Resources, Inc. which shall manage and administer the Plan in accordance with the provisions of Article XI.

1.2 “Affiliate” means any entity that is (i) a member of a controlled group of corporations as defined in Section 1563(a) of the Code, determined without regard to Code Sections 1563(a)(4) and 1563(e)(3)(C), of which Dominion Resources, Inc. is a member according to Code Section 414(b); (ii) an unincorporated trade or business that is under common control with Dominion Resources, Inc., as determined according to Code Section 414(c); or (iii) a member of an affiliated service group of which Dominion Resources, Inc. is a member according to Code Section 414(m).

1.3 “Annual Benefit” means the annual amount determined under Section 3.1(a) or Section 3.1(b), as applicable, used for purposes of calculating the Lump Sum Equivalent.

1.4 “Beneficiary” means the individual, individuals, entity, entities or the estate of a Participant which, in accordance with the provisions of Article V, is entitled to receive the benefits payable under the Plan, if any, upon the Participant’s death.

 

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1.5 “Benefit Agreement” means any agreement between the Company and a Participant or any declaration by the Company under which a Participant is to be provided deemed age and/or service for purposes of the Plan.

1.6 “Cash Incentive Plan” means any short-term incentive plan of Dominion Resources, Inc. or an Affiliate that the CGN Committee determines should be taken into account for purposes of this Plan.

1.7 “CGN Committee” means the Compensation, Governance and Nominating Committee of the Board of Directors of Dominion Resources, Inc.

1.8 “Change in Control” means with regard to each Participant at any time an event that constitutes a “Change in Control” for purposes of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc. as in effect at that time, if any.

1.9 “Code” means the Internal Revenue Code of 1986, as amended.

1.10 “Company” means Dominion Resources, Inc., its predecessor, a subsidiary or an Affiliate.

1.11 “Eligibility Conditions”:

(a) For any Participant who becomes a Participant on or after December 1, 2006, “Eligibility Conditions” means either reaching age fifty-five (55) and completing sixty (60) months of Participant Service, or being deemed to have reached age fifty-five (55) and have completed sixty (60) months of Participant Service due to a Benefit Agreement.

(b) For any Participant who became a Participant on or before November 30, 2006, “Eligibility Conditions” means either reaching age fifty-five (55) and completing sixty (60) months of service, or being deemed to have reached age fifty-five (55) and have completed sixty (60) months of service due to a Benefit Agreement.

1.12 “Final Compensation” means, with respect to a specified Participant as of a specified date, the sum of (i) the Participant’s annual base salary rate then in effect and (ii) the Participant’s Incentive Compensation Amount. For purposes of this definition, all components of Final Compensation are calculated without regard to any elections by the Participant to defer any amount that otherwise would have been paid to the Participant for the relevant period.

1.13 “Incentive Compensation Amount” means the target amount that may be paid to a Participant under the Cash Incentive Plan with regard to the year as of which the determination is being made. If a Participant participates in more than one Cash Incentive Plan during a year, the Participant’s “Incentive Compensation Amount” will be the greatest of the target amounts designated under any plan for that year.

1.14 “Installment Payments” mean a series of monthly payments in an amount equal to one-twelfth of the Annual Benefit.

 

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1.15 “Life Participant” means any Participant who is specifically designated by the CGN Committee to receive benefits determined under Section 3.1(b).

1.16 “Lump Sum Equivalent” means a single lump sum payment that is actuarially determined as the amount required to provide an after-tax monthly payment equal to one-twelfth of the after-tax amount of the Annual Benefit. Effective for distributions occurring on or after January 1, 2007 and on or before December 31, 2009, unless otherwise determined by the Administrative Benefit Committee, the actuarial discount rate for determinations of the Lump Sum Equivalent shall be 4 percent (4%). Beginning January 1, 2010, the actuarial discount rate shall be determined by the Administrative Benefit Committee. The actuarial determination shall be computed using any other actuarial or other factors as determined by the Administrative Benefit Committee. The after-tax amounts shall be based on Federal income and FICA tax rates and the state income tax rate for the residence of the Participant at the date of the payment, as determined by the Administrative Benefit Committee.

1.17 “Participant” means an elected officer of Dominion Resources, Inc. or an Affiliate who is designated by the CGN Committee to participate in the Plan in accordance with Article II. Participant includes a Regular Participant and a Life Participant.

1.18 “Participant Service” means service with the Company while a Participant in the Plan. Service with the Company while an individual is not a Participant in the Plan is disregarded for purposes of calculating Participant Service.

1.19 “Plan” means the Dominion Resources, Inc. New Executive Supplemental Retirement Plan.

1.20 “Potential Change in Control” means with regard to each Participant at any time an event that constitutes a “Potential Change in Control” for purposes of the Employment Continuity Agreement between the Participant and Dominion Resources, Inc. as in effect at that time, if any.

1.21 “Regular Participant” means any Participant who is not specifically designated as a Life Participant and who is entitled to benefits under Section 3.1(a).

1.22 “Retirement” and “Retire” mean Separation from Service at or after the attainment of fifty-five (55) years of age (actually or deemed under a Benefit Agreement) and the completion of sixty (60) months of service with the Company (actually or deemed under a Benefit Agreement).

1.23 “Separation from Service” means a termination of employment with the Participant’s employer (Dominion Resources, Inc. or any Affiliate, as the case may be) and all other persons that would be treated as a single employer with the Participant’s employer under Code sections 414(b) or (c) (applying a 50% rather than an 80% ownership test), within the meaning of Treasury Regulation Section 1.409A-1(h).

1.24 “Single Life Annuity” means an annuity with payments equal to one-twelfth of the Annual Benefit payable in monthly installments for the Participant’s lifetime with no survivor benefits except as provided in Section 3.5(d).

 

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1.25 “Totally and Permanently Disabled” means a condition that renders a Participant disabled for purposes of Code Section 409A(a)(2)(C).

Article II

Participation

An elected officer of Dominion Resources, Inc. or an Affiliate will become a Participant in the Plan upon his or her designation as a Participant by the CGN Committee. The individual shall remain a Participant until (a) the individual ceases to be an elected officer, or (b) the CGN Committee revokes its designation of any individual officer as a Participant, which may be done at its discretion at any time. Any Affiliate that is the employer of a Participant will be a designated employer under the Plan.

Article III

Benefits

Subject to the provisions of Articles VII and VIII, a Participant (or the Participant’s Beneficiary, if applicable) shall be entitled to benefits under this Plan as follows:

3.1 (a) If a Regular Participant meets the Eligibility Conditions while in the employ of the Company, a Regular Participant shall upon Retirement be entitled to an Annual Benefit calculated as follows:

(i) an annual amount equal to Twenty-Five Percent (25%) of the Regular Participant’s Final Compensation, payable in equal monthly installments for a period of one hundred twenty (120) months, minus

(ii) if applicable, the annual amount payable to the Regular Participant under the Dominion Resources, Inc. Executive Supplemental Retirement Plan frozen as of December 31, 2004.

(b) If a Life Participant meets the Eligibility Conditions while in the employ of the Company, a Life Participant shall upon Retirement be entitled to an Annual Benefit calculated as follows:

(i) an annual amount equal to Twenty-Five Percent (25%) of the Life Participant’s Final Compensation, payable in equal monthly installments for the life of the Participant, minus

(ii) if applicable, the annual amount payable to the Life Participant under the Dominion Resources, Inc. Executive Supplemental Retirement Plan frozen as of December 31, 2004.

(c) If a Regular Participant or Life Participant subject to the Eligibility Conditions in Section 1.11(a) has completed sixty (60) months of Participant

 

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Service (actually or deemed under a Benefits Agreement), or if a Regular Participant or Life Participant subject to the Eligibility Conditions in Section 1.11(b) has completed sixty (60) months of service with the Company (actually or deemed under a Benefits Agreement), then, in either case, upon his severance from employment with the Company before the attainment of fifty-five (55) years of age (actually or deemed under a Benefits Agreement), the Participant shall be entitled to an Annual Benefit equal to the benefit computed under Section 3.1(a) or Section 3.1(b), as applicable, multiplied by the following fraction (not greater than one):

 

 

Participant’s completed months of

Participant Service (if subject to Section 1.11(a)) or

service with the Company (if subject to Section 1.11(b))

Total months from the date on which the individual became a Participant to the

Participant’s attainment of fifty-five (55) years of age

(actually or deemed under a Benefits Agreement).

For purposes of the above calculation, partial months shall be disregarded. The actuarial equivalent of the benefit under this Section 3.1(c) shall be paid in the form of the Lump Sum Equivalent subject to Sections 3.3 and 3.4 below.

3.2 Unless a Regular Participant makes an election under Section 3.3 to receive Installment Payments or a Life Participant makes an election under Section 3.4 to receive a Single Life Annuity prior to January 1, 2009, the Annual Benefit payable to a Participant under the Plan shall be paid in the form of the Lump Sum Equivalent. The Annual Benefit payable to any elected officer who becomes a Participant after December 31, 2008 shall be paid only in the form of the Lump Sum Equivalent.

3.3 This Section 3.3 shall only apply to Regular Participants who became Participants before January 1, 2009. In lieu of the Lump Sum Equivalent, a Regular Participant may elect to receive Installment Payments under the provisions of this Section 3.3.

(a) The Installment Payments shall be made in 120 monthly installments. Each installment shall be one-twelfth of the Annual Benefit.

(b) To receive Installment Payments, a Participant must make an irrevocable election within the first 30 days after the Participant becomes a Participant.

3.4 This Section 3.4 shall only apply to Life Participants who became Participants before January 1, 2009. In lieu of the Lump Sum Equivalent, a Life Participant may elect to receive a Single Life Annuity under the provisions of this Section 3.4. To receive a Single Life Annuity, a Participant must make an irrevocable election within the first 30 days after the Participant becomes a Participant.

3.5 (a) If a Participant becomes Totally and Permanently Disabled prior to Retirement, regardless of such Participant’s age or months of service, the Participant shall be entitled to an Annual Benefit equal to the amount described in Section 3.1(a) or 3.1(b), as

 

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applicable. The Annual Benefit shall be payable as a Lump Sum Equivalent unless the Participant has made an election to receive Installment Payments under Section 3.3 or a Single Life Annuity under Section 3.4. If the Participant has elected to receive Installment Payments or a Single Life Annuity, the Monthly Benefit shall be payable as Installment Payments to a Regular Participant and as a Single Life Annuity to a Life Participant.

(b) If a Participant dies while still employed by the Company, regardless of such Participant’s age or months of service, the Participant’s Beneficiary shall be entitled to the Lump Sum Equivalent that would have been payable to the Participant under Section 3.1(a) or Section 3.1(b), as applicable, if the Participant had a Separation from Service on his or her date of death. The amount payable shall be determined as of the date of the Participant’s death.

(c) If a Regular Participant dies after Installment Payments have commenced, but before receiving 120 Installment Payments, the remainder of such payments will be made to the Participant’s Beneficiary on the same schedule as the amounts would have been payable to the Participant.

(d) If a Life Participant dies after payments have commenced under a Single Life Annuity, but before receiving 120 monthly payments, additional monthly payments will be made to the Participant’s Beneficiary on the same schedule as the amounts would have been payable to the Participant until the Participant and the Beneficiary have received a combined total of 120 monthly payments. After a combined total of 120 monthly payments have been made, payments to the Beneficiary shall cease and the Plan shall have no further obligation to the Beneficiary.

(e) A Beneficiary receiving Installment Payments after the Participant’s death under Section 3.5(c) or a continuation of monthly payments under Section 3.5(d) may designate a beneficiary who will be entitled to receive the remaining benefits due the Beneficiary after the Beneficiary’s death. Designation of a beneficiary shall be made in accordance with Article V of the Plan.

(f) If the Participant has


 
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