EXHIBIT 10.10
FIRST AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT PLAN FOR
DESIGNATED OFFICERS
MidAmerican Energy Company
Amended and Restated as of January 1, 2005
MIDAMERICAN ENERGY COMPANY
FIRST AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT PLAN FOR DESIGNATED OFFICERS
CONTENTS
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Page
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I.
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ESTABLISHMENT
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1
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II.
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PURPOSE
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1
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III.
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CONSTRUCTION
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1
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Section 3.1. Definitions
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1
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Section 3.2. Gender and Number
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5
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Section 3.3. Severability
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5
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IV.
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ADMINISTRATION
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6
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Section 4.1. The
Committee
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6
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Section 4.2. Authority of the
Committee
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6
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Section 4.3. Decisions Binding
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6
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Section 4.4. Terms
of Participation
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6
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V.
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ELIGIBILITY
AND PARTICIPATION
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7
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Section 5.1. Participation
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7
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Section 5.2. No
Employment Guarantee
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7
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VI.
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BENEFITS
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7
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Section 6.1. Benefits Upon Normal
Retirement
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7
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Section 6.2. Benefits Upon Early
Retirement
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7
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Section 6.3. Benefits Upon
Disability
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7
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Section 6.4. Benefits Upon
Death
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7
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Section 6.5. Forfeiture Upon Termination for
Cause
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8
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Section 6.6. General Payout
Restrictions
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9
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Section
6.7. General Release
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9
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Section
6.8 Distribution to Specified
Employees |
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Section
6.9 General Release |
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VII.
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INDIVIDUAL
ACCOUNTS AND THE RABBI TRUST
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9
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Section 7.1. Establishment of a Rabbi
Trust
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9
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Section 7.2. Payment of Benefits from the
Trust
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9
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VIII.
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BENEFICIARY
DESIGNATION
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10
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Section 8.1. Designation of Beneficiary
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10
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Section 8.2. Payment to a Participant’s
Estate
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10
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IX.
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MISCELLANEOUS
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10
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Section 9.1. Unfunded Plan
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10
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Section 9.2. Withholding
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10
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Section 9.3. Costs of the
Plan
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10
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Section 9.4. Nontransferability
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10
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Section 9.5. Successors
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11
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Section 9.6. Address of Participant or
Beneficiary
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11
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Section 9.7. Applicable Law
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11
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Section
9.8 Amendment |
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Section
9.9 Termination |
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X.
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CLAIMS
PROCEDURE
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12
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Section 10.1. Claim
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12
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Section 10.2. Denial of Claim
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12
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Section 10.3. Review of Claim Denial
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12
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Section 10.4. Final Decision
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13
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MIDAMERICAN ENERGY COMPANY
FIRST AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT PLAN FOR DESIGNATED OFFICERS
MidAmerican
Energy Company, an Iowa corporation (the
“Company”), and a wholly owned subsidiary of
MidAmerican Energy Holdings Company (“Holdings”),
hereby adopts the Company’s First Amended and Restated
Supplemental Retirement Plan for Designated Officers (the
“Plan”), amended and restated effective as of
January 1, 2005. The Plan is an amendment and
restatement of the Supplemental Retirement Plan for Designated
Officers, which was adopted on January 1, 1996, as previously
amended and restated as of May 10, 1999.
This
Plan, as amended and restated, shall apply only to Plan
Participants who have accrued a vested benefit under the Plan
after December 31, 2004. As to those Participants,
their entire vested benefit under the Plan shall be governed
by the terms of the Plan as amended and restated
herein. All other Participants (those who have not
accrued a vested benefit after December 31, 2004) shall have
their benefits and rights under the Plan governed by the terms
of the Plan as in effect on December 31, 2004.
The
Plan, as amended and restated, is intended to comply with the
provisions of Section 409A of the Internal Revenue Code, as
amended, and Applicable Guidance. As used in this
Plan, the term “Applicable Guidance” means
Treasury Regulations issued pursuant to Section 409A of the
Internal Revenue Code, or other written Treasury or IRS
guidance regarding Section 409A, including IRS Notice
2005-1. In the event of Applicable Guidance that is
contrary to any Plan provision, the Company, as of the
effective date of the Applicable Guidance, will operate the
Plan in conformance therewith and will disregard any
inconsistent Plan provision. Any such Applicable Guidance is
deemed to be incorporated by reference into the Plan and to
supersede any contrary provision during any period in which
the Company is permitted to comply operationally with the
Applicable Guidance and before a formal Plan amendment is
required.
The
purpose of the Plan is to enable the Company, Holdings and
their Subsidiaries to attract, retain, and motivate persons of
outstanding competence, and to provide appropriate
supplemental retirement and survivor benefits to Designated
Officers of the Company, Holdings and their
Subsidiaries.
Section 3.
1
. Definitions
. Whenever used herein, the following terms shall have
the respective meanings set forth below:
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(a)
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“Board”
means the Board of Directors of the Company.
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(b) |
“Cause”
means, unless otherwise defined in a Participant’s employment
agreement, a Participant’s discharge from the employment of
the Company, Holdings or any Subsidiary because such Participant
willfully engages in conduct, or lack thereof, that is demonstrably
and materially injurious to the Company, Holdings or any Subsidiary
or their business reputation or financial
structure. Determination of “Cause” shall be
made by the Committee in the exercise of good faith and reasonable
judgment.
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(c)
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“Code”
means the Internal Revenue Code of 1986, as amended.
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(d)
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“Committee”
means an Administrative Committee comprised of Company employees
selected by the President of the Company and approved by the Board
to administer the Plan pursuant to Article IV herein.
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(e)
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“Company”
means MidAmerican Energy Company. With respect to the obligation to
make payments to any Participant under the Plan, Company shall mean
the company who employs the Participant. For purposes of
determining whether there has been a Separation from Service with
the Company, Company means all entities with whom the Company would
be considered a single employer under Code Sections 414 (b) and
(c).
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(f)
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“Designated
Officer” means an officer of the Company, Holdings or any
Subsidiary who has been approved by the Board or the Committee, as
applicable, to participate in the Plan.
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(g)
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“Disability”
means a condition of any medically determinable physical or mental
impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months
and the Executive (i) is unable to engage in any substantial
gainful activity or (ii) has been receiving income replacement
benefits for a period of not less than 3 months under a group long
term disability insurance policy covering employees of the
Company. Such Disability shall be determined by the
Committee in the exercise of good faith and reasonable judgment in
reliance on competent medical advice from one or more qualified
individuals selected by the Committee.
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(h)
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“Disability
Benefit” means, for such Participant, the Normal Retirement
Supplemental Benefit or Early Retirement Supplemental Benefit,
computed as though the Participant incurred a Separation from
Service on the date he or she reaches age 55 or, if the Participant
has already reached age 55, on the date of Disability.
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(i)
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“Early
Retirement Total Benefit” means a Normal Retirement Total
Benefit reducing the 65% in the formula in Section 3.l(q) at the
rate of one percentage point for each full and one percentage point
for each fraction of a year that, on the Participants Early
Retirement Date, such Participant’s age is less than
sixty-five (65) years ( i.e ., 60% at
age 60, 55% at age 55).
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(j)
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“Early
Retirement” means, for each Participant, the commencement of
benefits after Separation from Service of such Participant other
than because of death or Cause, but prior to such Participant
reaching Normal Retirement Age.
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(k)
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“Early
Retirement Date” means the first day of the month following
the later of (a) Participant’s attainment of age fifty-five
(55) or (b) Participant’s date of Separation from Service
prior to reaching Normal Retirement Age.
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(l)
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“Early
Retirement Supplemental Benefit” (see subsection (p)
below).
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(m)
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“Effective
Date” means January 1, 1996. The Effective Date for the Plan
as amended and restated herein means January 1, 2005.
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(n)
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“ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor thereto.
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(o)
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“Normal
Retirement Total Benefit” means the annual benefit provided
under the Plan on a Participant’s Normal Retirement Date, in
the amount of sixty-five percent (65%) of such Participant’s
Total Cash Compensation in effect immediately prior to such
Participant’s Separation from Service, times a fraction, the
numerator being the number of years (including fractions of a year)
of participation in this Plan (or participation in a similar
supplemental retirement plan of a Predecessor Company) as of the
date of Separation from Service, and the denominator being the
number of years of participation if the Participant had remained
employed to age 55 (the factor shall not exceed 1.0). The Board or
the Committee, as applicable, shall have the authority to grant the
crediting of service with a former employer of a Participant in the
calculation of such Participant’s number of years of
participation in the Plan or to provide other credit for service on
a case by case basis.
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(p)
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“Normal
Retirement Supplemental Benefit” and “Early Retirement
Supplemental Benefit”, respectively, mean the Normal
Retirement Total Benefit or Early Retirement Total Benefit, as
applicable, reduced by the sum of:
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(i)
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the
annual benefits provided to such Participant under a Tax Qualified
Pension Plan (determined as if the Participant elected a joint and
2/3 survivor benefit under such plan and beginning on
the same date that payments begin under this Plan);
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(ii)
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benefits
under Iowa-Illinois Gas and Electric Company Supplemental
Retirement Plan, the Iowa Resources Inc. and Subsidiaries
Supplemental Retirement Income Plan and the Midwest Resources
Supplemental Retirement Plan, after converting such benefits to an
actuarially equivalent amount, as determined by the Committee in
the exercise of good faith and reasonable judgment;
and
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(iii)
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tax
qualified defined benefit pension type retirement plan benefits
payable to such Participant by other employers of such Participant
if service with such other employers is credited as service under
the Tax Qualified Pension Plan, after converting such benefits to
an actuarially equivalent amount, as determined by the Committee in
the exercise of good faith and reasonable judgment;
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provided,
however, that unless otherwise provided in a
Participant’s employment agreement, a
Participant’s Normal Retirement Supplemental Benefit and
Early Retirement Supplemental Benefit may not exceed $1
million per year. An Early Retirement Supplemental
Benefit will not be available to any Participant whose
Separation from Service occurs prior to being credited with
five (5) Years of Service unless otherwise provided in a
Participant’s employment agreement.
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(q)
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“Normal
Retirement Age” means, for each Participant, the attainment
of age sixty-five (65) years.
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(r)
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“Normal
Retirement Date” means the first day of the month following
the month in which a Participant reaches Normal Retirement
Age.
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(s)
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“Participant”
means a Designated Officer of the Company, Holdings or any
Subsidiary who has been approved by the Board or the Committee, as
applicable, to participate in the Plan, and any retired individual
who has a vested accrued benefit under the Plan as specified in
Article V.
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(t)
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“Plan
Year” means the calendar year beginning January 1 and ending
December 31.
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(u)
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“Predecessor
Company” means CalEnergy Company, Inc., Midwest Resources
Inc., Iowa-Illinois Gas and Electric Company, Midwest Energy
Company, Iowa Resources Inc., any subsidiaries of any of these
companies and any member of the same controlled group of
corporations of any of these companies.
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(v)
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“Rabbi
Trust” means a grantor trust, within the meaning of Sections
671-678 of the Code, established by the Company for the benefit of
the Participants, both active and retired, and the
Participants’ designated beneficiaries, as specified in
Article VIII.
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(w)
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“Separation
from Service” means the termination of a Participant’s
employment with the Company for any reason, or as otherwise defined
in Applicable Guidance.
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(x)
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“Spouse”
means a husband or wife as licensed in marriage by the
state.
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(y)
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“Subsidiary”
means a company as to which Holdings or the Company directly or
indirectly holds securities representing at least 50% of the total
voting power of all voting securities.
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(z)
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“Survivor’s
Benefit” means the benefit payable to a Participant’s
surviving Spouse, designated beneficiary or estate under the Plan
as specified in Section 6.6 in the event of such
Participant’s death.
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(aa)
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“Tax
Qualified Pension Plan” shall mean the tax qualified defined
benefit plan, cash balance plan and money purchase pension plan, if
any, maintained by the Company, Holdings or any Subsidiary, but
shall not include any profit sharing plans, employee stock
ownership plans or qualified salary reduction or cash or deferred
plan.
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(bb) |
“
Total Cash Compensation” means (i) the highest amount payable
to a Participant by the Company, Holdings or any Subsidiary (or a
Predecessor Company) as monthly base salary during the five years
immediately prior to termination of services (including the year in
which termination occurs) multiplied by twelve, plus (ii) the
average of the Participant’s Awards during the most recent
three year period under the Company’s Key Employee Annual
Incentive Plan or its successor plan(s), or bonus awards under a
similar annual incentive bonus program for executives of Holdings,
a Subsidiary or a Predecessor Company, plus (iii) the prior
three-year average annual amount of any other special, additional
or non-recurring bonus awards or other compensation, but only if
such awards or compensation are (A) required to be included in
Total Cash Compensation under a Participant’s employment
agreement or (B) approved by the Committee for inclusion in Total
Cash Compensation as set forth in written notice to a
Participant. Monthly base salary shall include amounts
deferred under any § 401(k) plans, § 125
cafeteria plans, nonqualified deferred compensation plans or
similar arrangements. If less than three years of bonus
awards have been made for the Participation during the
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