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Exhibit
10b.
NORTHWEST NATURAL GAS
COMPANY
EXECUTIVE SUPPLEMENTAL
RETIREMENT INCOME PLAN
(2007
Restatement)
NORTHWEST NATURAL GAS
COMPANY
EXECUTIVE SUPPLEMENTAL
RETIREMENT INCOME PLAN
(2007
RESTATEMENT)
TABLE OF
CONTENTS
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ARTICLE I.
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DEFINITIONS
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1 |
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1.01
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Benefit Commencement Date
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1 |
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1.02
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Board of Directors
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1 |
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1.03
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Change in Control Severance
Benefit
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1 |
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1.04
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Committee
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2 |
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1.05
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Company
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2 |
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1.06
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Effective Date
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2 |
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1.07
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Final Annual Compensation
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2 |
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1.08
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Normal Retirement Date
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3 |
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1.09
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Participant
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3 |
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1.10
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Plan
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3 |
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1.11
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Retirement Plan
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3 |
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1.12
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Separation from Service
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3 |
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1.13
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Service
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3 |
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1.14
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Surviving Beneficiary
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3 |
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1.15
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Total and Permanent
Disability
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3 |
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ARTICLE II.
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AMOUNT OF BENEFITS; RIGHT TO RECEIVE
BENEFITS
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4 |
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2.01
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Normal Retirement Supplemental
Income
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4 |
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2.02
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Early Retirement Supplemental
Income
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6 |
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2.03
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Disability Retirement Supplemental
Income
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7 |
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2.04
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Death Benefits
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7 |
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2.05
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Vested Benefits
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8 |
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2.06
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Post-Retirement Change in Retirement
Plan Benefits
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9 |
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2.07
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Forfeiture of Benefits
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9 |
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2.08
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Change in Control Supplemental
Income
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9 |
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ARTICLE III.
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PAYMENT OF BENEFITS
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10 |
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3.01
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Form of Supplemental Payments
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10 |
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3.02
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Commencement of Supplemental
Payments
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11 |
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3.03
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Six-Month Minimum Delay
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12 |
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3.04
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Source
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12 |
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3.05
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Key Man Insurance
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12 |
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ARTICLE IV.
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ADMINISTRATION
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12 |
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4.01
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Committee Discretion
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12 |
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4.02
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Company Right to Amend, Modify or
Terminate
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13 |
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ARTICLE V.
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GENERAL PROVISIONS
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13 |
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5.01
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No Effect on Employment
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13 |
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5.02
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Legally Binding
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13 |
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5.03
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Notice
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13 |
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5.04
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No Transfer of Benefits
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13 |
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5.05
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Disclosure to Participants
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13 |
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5.06
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Adoption
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14 |
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5.07
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Integration Clause
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14 |
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2004 ESRIP Appendix
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ii
NORTHWEST NATURAL GAS
COMPANY
EXECUTIVE SUPPLEMENTAL
RETIREMENT INCOME PLAN
(2007
RESTATEMENT)
PURPOSE; EFFECTIVE
DATE
This Executive Supplemental
Retirement Income Plan (“Plan”) was established
effective January 1, 1981, and was later amended, to promote
the best interests of the Company by enabling the Company
(a) to attract to its key management positions persons of
outstanding ability, and (b) to retain in its employ those
persons of outstanding competence who occupy key executive
positions and who in the past contributed and who continue in the
future to contribute materially to the success of the business by
their ability, ingenuity and industry. Participation in the Plan is
limited to a select group of management and highly compensated
employees. Effective September 1, 2004, participation is
limited to Participants in the Plan as of September 1, 2004,
and no new Participants will be added to the Plan after
September 1, 2004. In order to comply with changes in
applicable law and to clarify existing provisions, the Company
adopts this 2007 Restatement on December 20, 2007 with a
retroactive effective date of January 1, 2005; provided,
however, that the amendments made in this 2007 Restatement shall
not apply to any Participant whose Separation from Service occurred
prior to January 1, 2005 and the benefits for those
Participants shall be governed by the terms of the Plan in effect
immediately prior to this 2007 Restatement.
ARTICLE I. DEFINITIONS
The following words and
phrases as used herein shall, for the purpose of this Plan and any
subsequent amendment thereof, have the following meanings, unless a
different meaning is plainly required by the context:
1.01 Benefit Commencement
Date means the first day of the month in which Plan benefits
are required to commence as provided under 3.02.
1.02 Board of
Directors means the Board of Directors of the Company as
constituted from time to time.
1.03 Change in Control
Severance Benefit means, for any Participant who is party to a
Change in Control Severance Agreement with the Company, the
severance benefit provided for in such agreement; provided,
however, that such severance benefit is a “Change in Control
Severance Benefit” for purposes of this Plan only if, under
the terms of the Participant’s Change in Control Severance
Agreement, the Participant becomes entitled to the severance
benefit (a) after a change in control of the Company has
occurred, (b) because the Participant’s employment with
the Company has been terminated by the Participant for good reason
in accordance with the terms and conditions of the Change in
Control Severance Agreement or by the Company other than for cause
or disability, and (c) because the Participant has satisfied
any other conditions or requirements specified in the Change in
Control Severance Agreement and
1
necessary for the Participant to become
entitled to receive the severance benefit. Under no circumstances
will a Participant who is not party to a Change in Control
Severance Agreement be deemed to become entitled to a Change in
Control Severance Benefit for purposes of this Plan. For purposes
of 1.03, the terms “change in control,” “good
reason,” “cause” and “disability”
shall have the meanings as may be set forth in the
Participant’s Change in Control Severance Agreement, if
any.
1.04 Committee means
the Organization and Executive Compensation Committee of the Board
of Directors, previously known as the Compensation
Committee.
1.05 Company means
Northwest Natural Gas Company and its subsidiaries.
1.06 Effective Date
means January 1, 1981, subject to any later effective date of
any specific section provided in any amendment hereto.
1.07 Final Annual
Compensation means the annual average determined by taking the
sum of the Participant’s Total Compensation for the three
(3) consecutive Compensation Years out of the
Participant’s final ten (10) Compensation Years with the
Company which produce the highest three (3) year total amount,
and dividing such sum by three (3).
1.07-1 Total
Compensation for any Compensation Year means the sum of
(a) plus (b):
(a) The annual salary
approved by the Board of Directors and in effect during the
Compensation Year; provided, however, that if a Participant’s
salary is changed during a Compensation Year, the salary amount
included in Total Compensation for that Compensation Year shall be
the total amount of salary the Participant earned for services
during that Compensation Year or would have earned for services
during that Compensation Year if employment had continued at his or
her final salary level for the full Compensation Year.
(b) The annual performance
award for the prior calendar year approved by the Board of
Directors by the beginning of the Compensation Year; provided,
however, that if a Participant has a Separation from Service during
the last 61 days of any Compensation Year, Total Compensation for
each of the Participant’s final ten (10) Compensation
Years shall also be calculated as the sum of the salary in effect
for such Compensation Year as determined under (a) plus the
annual performance award for the calendar year that ended during
such Compensation Year, and these alternate Total Compensation
calculations shall be used if the resulting Final Average
Compensation is higher.
1.07-2 Compensation
Year means the twelve (12) month period from March 1
to February 28/29, including any partial portion of such
period preceding a Separation from Service.
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1.08 Normal Retirement
Date means the first day of the month next following the
Participant’s 65th birthday.
1.09 Participant means
an employee specifically designated by the Committee to be covered
under this Plan and who continues to fulfill all requirements for
participation. The initial designation of Participants shall be all
executive officers of the Company elected by the Board of Directors
(not including “assistant” officer positions). A list
of Participants as of September 1, 2004 who were employed by
the Company as of that date is included in the 2004 ESRIP Appendix.
No new Participants shall enter the Plan after September 1,
2004.
1.10 Plan means the
Executive Supplemental Retirement Income Plan herein set forth, as
amended from time to time.
1.11 Retirement Plan
means the Company’s Retirement Plan for Non-Bargaining Unit
Employees, as amended from time to time.
1.12 Separation from
Service shall have the meaning ascribed to such term in
Treasury Regulations §1.409A-1(h).
1.13 Service depends
on the context:
(a) Benefit Accrual .
Service for benefit accrual under 2.01 means years of actual
participation, including service credited under 1.13(c), after
becoming a Participant under this Plan, plus any additional years
of benefit accrual credit earned or awarded under 2.01-2(b)(2)
and/or (3).
(b) Vesting Service .
Service for vesting means all service with the Company from
commencement of employment, including service credited under
1.13(c), plus any additional grant under 2.05-5.
(c) Other Service . To
the extent “service” is not addressed by (a) or
(b) above, Service includes all accredited years of service
with the Company credited under the Retirement Plan and includes
all periods of Company paid disability and long-term disability
leave.
1.14 Surviving
Beneficiary means the beneficiary or beneficiaries designated
by the Participant on the form provided by the Company. Such
beneficiary designation may be changed by the Participant at any
time by written notice to the Committee. If no Surviving
Beneficiary is designated, or if the designated Surviving
Beneficiary dies before the Benefit Commencement Date, the
Surviving Beneficiary shall be the Participant’s surviving
spouse or, if none, the Participant’s estate.
1.15 Total and Permanent
Disability means that the Participant is unable to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months.
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ARTICLE II. AMOUNT OF BENEFITS; RIGHT
TO RECEIVE BENEFITS
Each Participant or the
Participant’s Surviving Beneficiary shall have the right to
receive, and the Company shall pay, supplemental benefits as
provided in this Article II, in the form and at the time provided
in Article III:
2.01 Normal Retirement
Supplemental Income . Upon Separation from Service at or after
the Normal Retirement Date with at least ten (10) years of
Service for vesting under 1.13(b), a Participant shall be entitled
to receive, subject to 2.07, monthly supplemental retirement
payments determined under 2.01-1 through 2.01-4:
2.01-1 Determining ESRIP
Benefit Amount . The amount to be paid at the Normal Retirement
Date under this Plan shall be determined by a three step process
under the following (a), (b) and (c):
(a) Determine Target
Benefit . The sum of the Participant’s accrued target
percentage credits under 2.01-2 is multiplied by Final Annual
Compensation.
(b) Determine Offset
Amount . The amount to be paid at Normal Retirement Date from
three other sources of retirement benefits shall be determined
under 2.01-3.
(c) Determine Net
Benefit . If the target benefit amount under (a) exceeds
the total payments from the other three sources under (b), the
excess shall be paid under 2.01-4.
2.01-2 Accrued Target
Percentage . Participant’s accrued target percentage
shall be the sum of the accruals at the rate specified below in
(a) for each Year of Participation (defined below in (b))
credited under this Plan.
(a) Yearly Accrual
Percentage Schedule :
(1) Years 1-15 . The
yearly target percentage accrual for all Participants shall
be:
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Years of
Participation
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Accrued Target Percentage for
Each Year of Participation
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Maximum Total Target
Percentage
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| Years 1 through 15 |
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4.33% per Year |
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65% (15 Years times 4.33%) |
4
(2) Years 16-25 . In
addition, each of the Participants who had at least six
(6) Years of Participation as of September 1, 2004 as
shown in the attached 2004 ESRIP Appendix shall be entitled to
additional accruals for Years of Participation 16-25 as
follows:
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Years of
Participation
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Accrued Target Percentage
for
Each Year of Participation
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Maximum Total
Target Percentage
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| Years 16 through 25 |
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0.50% per Year |
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70% (15 Years times 4.33%
plus 10 Years times 0.50%) |
(b) Year of
Participation means the sum of (1), (2) and
(3):
(1) Each consecutive twelve
(12) month period (including fractions calculated to the
nearest hundredth of a year) of Service measured by each
anniversary of the date of first becoming a Participant under this
Plan.
(2) Any additional Years of
Participation awarded to a Participant by the Committee in the
exercise of its discretion, specifically including any additional
Years of Participation reflected in the attached 2004 ESRIP
Appendix as of September 1, 2004.
(3) Three (3) additional
Years of Participation credit shall be awarded to any Participant
who becomes entitled to a Change in Control Severance
Benefit.
2.01-3 Payments From Other
Sources . The total annual payments from the three sources
listed below in (a), (b) and (c) shall be determined, all
calculated as a single life annuity.
(a) the Retirement
Plan.
(b) Social Security (as
determined under 2.01-4(b)(2)).
(c) Supplemental retirement
payments under Section 5.7 of the Company’s Executive
Deferred Compensation Plan and Section 8 of the
Company’s Deferred Compensation Plan for Directors and
Executives.
2.01-4 Benefit Payable
Under This Plan . The monthly payment under this Plan shall be
determined under the formula of (a) minus (b) as
follows:
(a) The target monthly
benefit shall be one-twelfth (1/12) times Final Annual
Compensation times the accrued target percentage determined under
2.01-2 above;
MINUS
(b) The sum of (1) plus
(2) plus (3):
(1) The Participant’s
monthly retirement benefit under the Retirement Plan assuming
commencement of benefits in the month following Separation from
Service and calculated as if the Participant had elected to have
the entire benefit paid as a single life annuity;
5
PLUS
(2) One-twelfth
(1/12) of the Participant’s annual primary Social
Security benefit assuming commencement of benefits in the month
following Separation from Service and determined in the same manner
and based on the same earnings as are used to compute the actual
Social Security benefit;
PLUS
(3) The Participant’s
monthly supplemental retirement benefit under Section 5.7 of
the Company’s Executive Deferred Compensation Plan and/or
Section 8 of the Company’s Deferred Compensation Plan
for Directors and Executives, calculated in each case as if the
Participant had elected to have the benefit paid as a single life
annuity.
2.02 Early Retirement
Supplemental Income . Upon Separation from Service at or after
age fifty-five (55) with at least ten (10) years of
Service for vesting under 1.13(b), a Participant shall be entitled
to receive, subject to 2.07, the reduced monthly supplemental
retirement payments determined as follows:
2.02-1 First, the target
monthly early retirement benefit shall be equal to one-twelfth
(1/12) times the Participant’s Final Annual Compensation
times the accrued target percentage determined under 2.01-2 based
on the Participant’s Years of Participation at the time of
Separation from Service.
2.02-2 Second, the unreduced
monthly supplemental payment under this Plan shall be determined
under the formula in 2.01-4, using in 2.01-4(b)
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