Exhibit 10.19
EXELON CORPORATION
SUPPLEMENTAL MANAGEMENT RETIREMENT
PLAN
(As Amended and Restated Effective
January 1, 2009)
EXELON CORPORATION
SUPPLEMENTAL MANAGEMENT RETIREMENT
PLAN
(As Amended and Restated Effective
January 1, 2009)
ARTICLE I
Amendment and Restatement;
Purpose
1.1. Amendment and Restatement
Purpose . The Exelon Corporation Supplemental Management
Retirement Plan, as established effective July 1, 1985, and
amended and restated effective January 1, 1998 (the
“Supplemental Plan”), is hereby further amended and
restated effective January 1, 2009, except as specifically
otherwise provided herein.
Exelon Corporation (the
“Company”) maintains the Commonwealth Edison Company
Service Annuity System under the Exelon Corporation Retirement
Program, the Exelon Corporation Cash Balance Plan and, effective
January 8, 2009, the AmerGen Employee Pension Plan (the
“Qualified Plans”) to provide retirement benefits to
its employees and those of certain affiliated entities which have
adopted the Qualified Plans (collectively, the
“Employers”). The Supplemental Plan is intended to
provide benefits equal to the benefits that would be paid under the
Qualified Plans but for the application of Sections 401(a)(17) and
415 of the Internal Revenue Code of 1986, as amended (the
“Code”) and any other similar provisions set forth in
the Code that limit or reduce such benefits (hereinafter
collectively referred to as the “Limitations”). The
portion of the Supplemental Plan that provides benefits described
in the first sentence of Section 4.1 is intended to be an
“excess benefit plan” as defined in Section 3(36)
of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). The Plan is otherwise intended to be a
“top hat plan” within the meaning of Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA.
1.2. References to the Qualified
Plans . References to the Qualified Plans, whenever used
herein, shall mean the Qualified Plans as in effect on the date a
determination of benefits is made under the Supplemental Plan;
provided, however, that references to the Qualified Plans shall not
include the AmerGen Employee Pension Plan for any purpose with
respect to any period preceding January 1, 2009.
ARTICLE II
Definitions
2.1. All capitalized terms used
herein shall have the respective meanings assigned to such terms
under the Qualified Plans, except as otherwise set forth
herein.
ARTICLE III
Eligibility and
Participation
3.1. Qualified Plans
Participants . Each individual who was a Participant under the
Supplemental Plan on the day before the effective date of this
amendment and restatement shall continue to be a Participant
hereunder. Each Eligible Employee who is on the management payroll
of an Employer and who becomes entitled to a benefit under any of
the Qualified Plans which is reduced or limited by the application
of Section 415 of the Code (the “415 Limitation”)
shall participate in the Supplemental Plan when such individual
would be entitled to receive benefits hereunder if such
individual’s employment then terminated under the Qualified
Plans. In addition, each Eligible Employee who is classified by an
Employer as an executive, key management employee or other employee
selected by the Plan Administrator (a “Key Management
Employee”) and who becomes entitled to a benefit under the
Qualified Plan which is reduced or limited by the Limitations shall
participate in the Supplemental Plan when such individual would be
entitled to receive benefits hereunder if such individual’s
employment then terminated under the Qualified Plans.
3.2. Agreement Participants .
Each individual who, under the terms of a written employment,
change in control or separation plan or agreement (each, an
“Agreement”), is entitled to retirement benefits or a
grant of compensation or service credit hereunder shall, subject to
Section 4.4, participate in the Supplemental Plan when such
individual would be entitled to receive benefits hereunder (or
would, after giving effect to the terms of the applicable
Agreement, be entitled to receive benefits) if such
individual’s employment then terminated under the Qualified
Plans.
3.3. Other Participants .
Each individual entitled to a survivors’ benefit with respect
to a Participant described in Sections 3.1 or 3.2 shall participate
in this Supplemental Plan when such individual becomes entitled to
receive benefits (or would, under the terms of the applicable
Agreement, become entitled to receive benefits) under the Qualified
Plans.
3.4. Termination of
Participation . Each Participant shall remain a Participant
until such individual is no longer entitled to benefits
hereunder.
ARTICLE IV
Benefits
4.1. Restored Benefits . If
the retirement benefit payable under the Qualified Plans to a
Participant described in Section 3.1, other than a Participant
who is a Key Management Employee, is less than the retirement
benefit that would be payable to such Participant under the
Qualified Plans but for the application of the 415 Limitation, then
such Participant shall be entitled to an annual benefit under the
Supplemental Plan in an amount equal to the excess of
(A) minus (B) where:
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(A)
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equals the
amount of the annual unreduced benefit payable to such Participant
under the Qualified Plans if payments thereunder were calculated
without regard to the 415 Limitation, and
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(B)
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equals the
amount of annual unreduced benefit payable to such Participant
under the Qualified Plans.
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The resulting excess is then adjusted in
accordance with the procedures used under the applicable Qualified
Plan with respect to age and service at the benefit commencement
date.
If a Participant who is a Key
Management Employee begins receiving benefits under the Qualified
Plans on his or her Annuity Starting Date and, on that date, the
retirement benefit payable under the Qualified Plans to such
Participant is less than the retirement benefit that would be
payable to such Participant under the Qualified Plan but for the
application of the Limitations, then such Participant shall be
entitled to an annual benefit under the Supplemental Plan in an
amount equal to the excess of (A) minus
(B) where:
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(A)
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equals the
amount of annual unreduced benefit payable to such Participant
under the Qualified Plans if payments thereunder were calculated
without regard to the Limitations, and
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(B)
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equals the
amount of the annual unreduced benefit payable to such Participant
under the Qualified Plans.
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The resulting excess is then
adjusted in accordance with the procedures used under the
applicable Qualified Plan with respect to age and service at the
benefit commencement date.
4.2. Supplemental Benefits .
The benefits, if any, payable under Section 4.1 to a
Participant described in Section 3.2 shall be increased by an
amount equal to the excess of (A) minus
(B) where:
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(A)
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equals the
amount of the annual unreduced benefit payable to such Participant
under the Qualified Plans if payments thereunder were calculated
taking into account the compensation deferred, benefits provided or
the compensation and/or years of service credited under the
Agreement under which the Participant is covered, and
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(B)
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equals the
amount of the annual unreduced benefit payable to such Participant
under the Qualified Plans.
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The resulting excess is then
adjusted in accordance with the procedures used under the
applicable Qualified Plan with respect to age and service at the
benefit commencement date. Any payments made under this
Section 4.2 shall be in satisfaction of the obligations of the
Participant’s Employer under the Agreement and under this
Supplemental Plan.
4.3. Pre-Retirement
Survivor’s Benefits . Except as otherwise provided in an
Agreement, if a Participant dies prior to his or her Annuity
Starting Date and the benefit payable under the Qualified Plans to
a Participant described in Section 3.3 is less than the
survivors’ benefit that would be payable under the Qualified
Plans (I) but for, in the case of a Participant described in
Section 3.3 who is entitled to a survivor benefit with respect
to a Participant who is not a Key Management Employee, application
of the 415 Limitation, and in the case of a Participant described
in Section 3.3 who is entitled to a survivor benefit with
respect to a Participant who is a Key Management Employee,
application of any Limitations, and (II) treating any benefits,
service or compensation payable or credited under the terms of an
Agreement as having accrued under the Qualified Plans, then such
Participant shall be entitled to receive a supplemental survivor
benefit under this Plan in an amount equal to (A) minus
(B) where:
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(A)
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equals the
survivors’ benefit that would be payable under the Qualified
Plans if such benefit were determined (I) without giving
effect to, in the case of a Participant described in
Section 3.3 who is entitled to a survivor benefit with respect
to a Participant who is not a Key Management Employee, the 415
Limitation, and in the case of a Participant described in
Section 3.3 who is entitled to a survivor benefit with respect
to a Participant who is a Key Management Employee, any Limitations,
and (II) by treating any benefits, service or compensation payable
or credited under the terms of an Agreement as having accrued under
the Qualified Plans; and
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(B)
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equals the
survivors’ benefit actually payable to the Participant under
the Qualified Plans.
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Any payments made to a Participant
under this Section 4.3 shall be in satisfaction of any
obligations of the Employer under an Agreement under which the
Participant described in Section 3.3 is covered and under this
Supplemental Plan.
4.4 Limitation on Benefits
Payable under Agreements . Notwithstanding any other provision
of this Supplemental Plan to the contrary, no Agreement entered
into on or after December 31 , 2003 shall credit to any
individual service for periods while such individual is not
employed by any Employer or compensation not earned by such
individual from an Employer, unless one of the following
applies:
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(A)
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such service
and/or compensation is credited to an individual to provide such
individual the excess of (i) the actuarial equivalent of the
pension benefits the individual would have received from the
individual’s prior employer had the individual remained
employed by such prior employer, as determined by the Plan
Administrator, in consultation with independent actuaries engaged
with respect to the Qualified Plan and/or the Supplemental Plan,
over (ii) the actuarial equivalent of the pension benefits the
individual will receive from such prior employer and the Company
without the application of this Section 4.4;
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(B)
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such service is
credited to an individual to permit such individual to commence
pension benefits at the time the individual would have commenced
pension benefits had the individual remained employed by the
individual’s prior employer;
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(C)
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the crediting
of such service and/or compensation is based upon a specified
performance measure set forth in the Agreement; or
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(D)
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such service is credited to the
individual pursuant to a severance plan or arrangement or pursuant
to a change in control agreement, but only for the period in
respect of which the individual receives salary continuation,
severance or change in control payments, and such compensation does
not exceed (i) the
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payments made to the individual
under such a plan, arrangement or agreement nor (ii) with
respect to any such plan, arrangement or agreement first entered
into on or after January 1, 2004, two years of
service.
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Nothing herein shall be interpreted
to prohibit grants of service credits in excess of two years under
existing plans, arrangements or agreements, nor require reduction
of such grants under amendments or successors to such plans,
arrangements or agreements.
ARTICLE V
Time and Manner of
Payments
5.1. Time and Manner of Payment
of Benefits Commencing Prior to January 1, 2009 . The
distribution of any Supplemental Plan benefit that commenced prior
to January 1, 2009 shall continue to be paid in accordance
with the terms of the Supplemental Plan as in effect as of the date
such distribution commenced; provided, however, , that, in the case
of benefits commencing on or after January 1, 2005, any such
distribution shall be subject to administrative procedures
established by the Company or the Plan Administrator from time to
time for the purpose of complying with Section 409A of the
Code.
5.2. Time and Manner of Payment
of Grandfathered Benefits . All Supplemental Plan benefits to
which a Participant is entitled that had accrued and were vested as
of December 31, 2004 (“Grandfathered Benefits”)
shall be paid in accordance with this Section 5.2, and such
benefits are intended to be exempt from Section 409A of the
Code, and the Supplemental Plan shall be construed and administered
in accordance with such intent. The portion of a Supplemental Plan
benefit that is the Grandfathered Benefit shall be determined in
accordance with Treasury Regulation
§1.409A-6(a)(3).
(a) Manner of Payment .
Except as otherwise provided in an Agreement or under
Section 5.2(c), Supplemental Plan benefits shall be paid in
the same manner, including optional forms of payment, and shall be
subject to the same conditions (other than the application of the
415 Limitation or any Limitations, whichever is applicable) as are
applicable to benefits payable (or whic
