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Exhibit
10.03
MASTER PLAN
DOCUMENT
SOUTHWEST GAS
CORPORATION
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
Effective October 7,
1980
Amended March 1,
1986
Amended December 7,
1987
Amended and Restated
Effective January 1, 1989
Amended January 1,
1990
Amended and Restated
Effective March 5, 1991
Amended and Restated
Effective March 2, 1993
Amended and Restated
Effective May 10, 1994
Amended and Restated
Effective March 1, 1999
Amended and Restated
Effective January 1, 2005
TABLE OF CONTENTS
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Article
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Subject
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Page |
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1
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Definitions |
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2
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Eligibility for Participation and Benefits |
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4 |
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3
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Amount
and Form of Retirement Benefit |
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5 |
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4
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Payment
of Retirement Benefits |
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6 |
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5
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Death
Benefits Payable |
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6 |
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6
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Disability Benefits |
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7 |
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7
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General |
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8 |
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8
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Trusts |
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9 |
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9
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Termination, Suspension or Amendment |
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9 |
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10
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Administration of the Plan |
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10 |
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11
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Claims
Procedure |
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12 |
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12
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Miscellaneous |
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MASTER PLAN
DOCUMENT
SOUTHWEST GAS
CORPORATION
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
PURPOSE
The purpose of this Plan is to provide
specified benefits to a select group of key Employees who
contribute materially to the continued growth, development and
future business success of Southwest Gas Corporation. The Plan is
designed to comply with and shall be administered in a manner
consistent with the applicable requirements of Internal Revenue
Code (“IRC” or “Code”) Section 409A
and related Treasury regulations.
The plan is intended and designed to be
an unfunded benefit for a select group of highly compensated key
Employees and, as such, to be exempt from the fiduciary, funding,
vesting and plan termination insurance provisions of the Employee
Retirement Income Security Act (“ERISA”).
The Plan is also designed to eliminate
reductions in benefits under the Basic Plan for those Employees who
have participated in the Company’s Executive Deferral Plans
and do not qualify for the full scope of benefits under the Basic
Plan.
ARTICLE 1
DEFINITIONS
In the event there is a conflict in the
meaning of any defined terms used in this Plan because of the
reference to the Basic Plan, the definition contained in the Basic
Plan shall prevail. For purposes hereof, unless otherwise clearly
apparent from the context, the following words and phrases listed
below shall be defined as follows:
| 1.1 |
“Affiliate” means any corporation,
partnership, or other organization which, during any period of a
Participant’s employment, was at least 50 percent controlled
by the Company or an affiliate of the Company. |
| 1.2 |
“Average Earnings” means the twelve-month
average of the highest consecutive 36 months of Earnings with the
Company and its successors and assigns. |
| 1.3 |
“Basic Plan” means the qualified defined
benefit retirement plans of the Company and/or PriMerit Bank, its
former Affiliate, in effect prior to a Change in Control, whether
maintained by the Company, PriMerit Bank or their successor or
assigns. |
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| 1.4 |
“Basic Plan Benefits” means the amount of
benefit payable from the Basic Plan to a Participant, including
benefits payable from any employer funded defined benefit plan of
any of the Company’s successors or assigns, in the form of a
straight life annuity. |
| 1.5 |
“Board of Directors” means the Board of
Directors of Southwest Gas Corporation and any Successor
Corporation. |
| 1.6 |
“Change in Control” means the first to occur
of any of the following events: |
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(a) |
Any “person” (as the term is used in Sections 13
and 14(d)(2) of the Securities Exchange Act of 1934
(“Exchange Act”)) who becomes a beneficial owner (as
that term is used in Section 13(d) of the Exchange Act),
directly or indirectly, of 50 percent or more of the
Company’s capital stock entitled to vote in the election of
Directors; or |
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(b) |
During any period of not more than twelve months, not including
any period prior to the adoption of this Plan, individuals who, at
the beginning of such period constitute the Board of Directors of
the Company, and any new Director (other than a Director designated
by a person who has entered into an agreement with the Company to
effect a transaction described in clause (a) of this
definition) whose election by the Board of Directors or nomination
for election by the Company’s shareholders was approved by a
vote of at least 75 percent of the Directors then still in office,
who either were Directors at the beginning of the period or whose
election or nomination for election was previously approved, cease
for any reason to constitute at least a majority
thereof. |
| 1.7 |
“Committee” means the administrative
committee appointed by the Board of Directors to manage and
administer the Plan in accordance with the provisions of the Plan.
After a Change in Control, the Committee shall cease to have any
powers under the Plan and all powers previously vested in the
Committee under the Plan will then be vested in the Third Party
Fiduciary. |
| 1.8 |
“Company” means Southwest Gas Corporation
and such of its Affiliates as the Board of Directors may select to
become parties to the Plan. The term “Company” shall
also include any Successor Corporation. |
| 1.9 |
“Continuous Service” means a
Participant’s Benefit Service with the Company as defined in
the Basic Plan. |
| 1.10 |
“Disability” means any of the following
circumstances, as determined by the Committee in its sole
discretion: (a) the Participant is unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to
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last for a continuous
period of not less than twelve months; (b) the Participant is,
by any reason 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 twelve
months, receiving replacement benefits for a period of not less
than three months under an accident and health plan covering
Employees of the Company; (c) the Participant is determined to
be totally disabled by the Social Security Administration; or
(d) the Participant becomes eligible for and is receiving
disability benefits under a long-term disability plan or program
maintained by the Company, provided that the definition of
“disability” applicable under such plan or program
complies with the applicable requirements of the IRC.
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| 1.11 |
“Earnings” means the yearly compensation
paid to a Participant, including salary deferrals, but excluding
bonuses, commissions, overtime, and nonmonetary awards for
employment services to the Company. |
| 1.12 |
“Eligible Spouse” means the surviving spouse
of a Participant as defined in the Basic Plan. |
| 1.13 |
“Employee” means any full-time employee of
Southwest Gas Corporation as determined under the personnel
policies and practices of Southwest Gas Corporation prior to a
Change in Control. |
| 1.14 |
“Executive” means any officer of Southwest
Gas Corporation prior to a Change in Control. |
| 1.15 |
“Executive Deferral Plan” or “Executive
Deferral Plans” means either or both of the Southwest Gas
Corporation Executive Deferral Plans as effective January 1,
2005 and as they may be amended from time to time
thereafter. |
| 1.16 |
“Master Plan Document” means this legal
instrument containing the provisions of the Plan. |
| 1.17 |
“Participant” means any Executive or any
Employee who is a participant in the Executive Deferral Plan prior
to the occurrence of a Change in Control. |
| 1.18 |
“Plan” means the Supplemental Retirement
Plan of the Company evidenced by this Master Plan
Document. |
| 1.19 |
“Retire” or “Retirement” means a
Participant’s separation from service with the Company on or
after attaining age 55, other than by death, Disability or
Termination of Employment. |
| 1.20 |
“Senior Officer” means an officer of the
Company with the title “Senior Vice President” or an
officer of equivalent or higher rank. |
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| 1.21 |
“Successor Corporation” means any
corporation or other legal entity which is the successor to
Southwest Gas Corporation, whether resulting from merger,
reorganization or transfer of substantially all of the assets of
Southwest Gas Corporation, regardless of whether such entity shall
expressly agree to continue the Plan. |
| 1.22 |
“Termination of Employment” means a
Participant’s voluntary or involuntary separation from
service with the Company, excluding Retirement, Disability or
death. |
| 1.23 |
“Third Party Fiduciary” means an independent
third party selected by the Committee, to take over the
administration of the Plan upon and after a Change in Control and
to determine appeals of claims denied under the Plan before and
after a Change in Control pursuant to a Third Party Fiduciary
Services Agreement. |
| 1.24 |
“Third Party Fiduciary Services Agreement”
means the agreement with the Third Party Fiduciary to perform
services with respect to the Plan. |
| 1.25 |
“Trust Agreement” means an agreement
establishing a “grantor trust” of which the Company is
the grantor, within the meaning of subpart E, part I, subchapter J,
chapter 1, subtitle A of the IRC. |
| 1.26 |
“Trust Fund or Funds” means the assets of
every kind and description held under any Trust Agreement forming a
part of the Plan. |
| 1.27 |
“Trustee” means any person or entity
selected by the Company to act as Trustee under any Trust Agreement
at any time of reference. |
ARTICLE 2
ELIGIBILITY FOR
PARTICIPATION AND BENEFITS
| 2.1 |
Selection of Participants – Executives An
Executive shall become a Participant in the Plan as of the
effective date of his election by the Board of Directors as an
officer of the Company (unless the Board of Directors determines,
at that time, that such Executive will not be eligible to
participate in the Plan). |
| 2.2 |
Selection of Participants – Employees Any
Employee who is a participant in the Executive Deferral Plan shall
also be a Participant in this Plan as of the effective date of his
selection to participate in the Executive Deferral
Plan. |
| 2.3 |
Normal Retirement – Any Participant A
Participant with 20 or more years of Continuous Service will be
eligible to Retire and receive benefits under the Plan upon and
after attaining age 55. |
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| 2.4 |
Senior Officers – Less Than 20 Years of
Service A Senior Officer with ten or more years of
Continuous Service will be eligible to Retire and receive benefits
under the Plan upon and after attaining age 65. |
| 2.5 |
Limited Benefit A Participant who is vested under
the Basic Plan, but who fails to satisfy the requirements of
Articles 2.3 or 2.4, is eligible to receive benefits only under the
provisions of Article 3.3 of the Plan. |
| 2.6 |
Forfeiture Notwithstanding any provision herein
to the contrary, if a Participant or Eligible Spouse who is
receiving, or may be entitled to receive, a benefit hereunder
engages in competition with the Company (without the Board of
Directors’ prior written authorization), or is discharged for
cause, or performs acts of willful malfeasance or gross negligence
in a matter of material importance to the Company, payments
thereafter payable hereunder to such Participant or such Eligible
Spouse will, at the Board of Directors’ discretion, be
forfeited and the Company will have no further obligation to such
Participant or Eligible Spouse. This Article 2.6 shall not apply
after a Change in Control. |
ARTICLE 3
AMOUNT AND FORM OF
RETIREMENT BENEFIT
| 3.1 |
Amount of Normal Benefit The annual normal
benefit payable to a Participant upon his Retirement will be equal
to 50 percent (60 percent for Senior Officers) of the
Participant’s Average Earnings, less any Basic Plan
Benefits. |
| 3.2 |
Early Retirement If a Participant qualifies for
benefits under Article 2.3 of the Plan and retires before age 60,
the benefits he receives under the provisions of Article 3.1 will
be reduced in the same manner as the benefits under the Basic Plan
are adjusted for early retirement. |
| 3.3 |
Limited Benefit The annual limited benefit
payable to a Participant who only satisfies the provisions of
Article 2.5 of the Plan will be the benefit payable under the Basic
Plan as if compensation, as defined in the Basic Plan, includes
compensation deferred under the Executive Deferral Plans (excluding
any incentive or bonus) and without regard to any statutory
limitation on the compensation that can be considered under the
Basic Plan, less any Basic Plan Benefits. |
| 3.4 |
Single Life Annuity The benefits determined under
this Plan will be payable in the form of a single life annuity
except as Article 5 otherwise provides. |
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