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):
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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).
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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