|
EXHIBIT A 10.3.1
|
|
CENTRAL VERMONT PUBLIC SERVICE
CORPORATION
OFFICERS’ SUPPLEMENTAL
RETIREMENT
AND
DEFERRED COMPENSATION
PLAN
Amended And Restated August 4,
2008
With An Effective Date of January 1,
2008
|
|
CENTRAL VERMONT PUBLIC SERVICE
CORPORATION
OFFICERS’ SUPPLEMENTAL
RETIREMENT
AND
DEFERRED COMPENSATION
PLAN
TABLE OF
CONTENTS
|
|
PREAMBLE
|
4
|
|
ARTICLE
I
|
DEFINITIONS
|
5
|
|
ARTICLE
II
|
PLAN
ELIGIBILITY
|
7
|
|
ARTICLE
III
|
AMOUNT OF
BENEFIT
|
7
|
|
3.1
|
Retirement
Benefits
|
7
|
|
3.2
|
[Reserved]
|
8
|
|
3.3
|
Death
Benefits
|
8
|
|
3.4
|
Benefits Upon a
Change in Control
|
9
|
|
ARTICLE
IV
|
FORM AND TIMING
OF BENEFITS
|
10
|
|
4.1
|
Normal
Retirement Benefits
|
10
|
|
4.2
|
Discretionary
Acceleration of Payments
|
12
|
|
ARTICLE
V
|
VESTING
|
14
|
|
ARTICLE
VI
|
ADMINISTRATION
|
14
|
|
6.1
|
Plan
Administrator
|
14
|
|
6.2
|
Claims for
Benefits
|
14
|
|
6.3
|
Delegation of
Authority
|
14
|
|
6.4
|
Employees/Agents
|
15
|
|
6.5
|
Indemnification
|
15
|
|
6.6
|
Meetings/Quorum
|
15
|
|
6.7
|
Compliance with
Section 409A
|
15
|
|
|
|
|
|
ARTICLE
VII
|
FUNDING
|
16
|
|
ARTICLE
VIII
|
AMENDMENT AND
TERMINATION
|
16
|
|
8.1
|
Amendment
|
16
|
|
8.2
|
Termination
|
16
|
|
ARTICLE
IX
|
BENEFITS FOR
GRANDFATHERED PARTICIPANTS
|
17
|
|
9.1
|
Retirement
Benefits
|
17
|
|
9.2
|
Death
Benefits
|
18
|
|
9.3
|
Benefits upon a
Change in Control
|
19
|
|
9.4
|
Form and Timing
of Grandfathered Retirement Benefits
|
19
|
|
ARTICLE
X
|
GENERAL
PROVISIONS
|
20
|
|
10.1
|
Payments to
Minors and Incompetents
|
20
|
|
10.2
|
No
Contract
|
21
|
|
10.3
|
Use of
Masculine and Feminine; Singular and Plural
|
21
|
|
10.4
|
Non-Alienation
of Benefits
|
21
|
|
10.5
|
Income Tax
Withholding
|
21
|
|
10.6
|
Governing
Law
|
21
|
|
10.7
|
Captions
|
21
|
|
10.8
|
Severability
|
21
|
|
APPENDIX
A
|
GRANDFATHERED
PARTICIPANTS
|
23
|
|
APPENDIX
B
|
PREDECESSOR
PLAN BENEFITS
|
25
|
|
EXHIBIT
A
|
Retirement
Benefit Election Form
|
|
|
|
|
|
PREAMBLE
Effective
August 1, 1984, Central Vermont Public Service Corporation (the
“Employer”) established a non-qualified defined benefit
pension plan referred to as the Central Vermont Public Service
Corporation Officers’ Supplemental Retirement Plan (the
“Plan”) for the benefit of certain employees and their
beneficiaries.
The Plan was
amended and restated by the Board on August 4, 2008 with an
effective date of January 1, 2008. The 2008 amendment
and restatement is intended to (i) bring the Plan into compliance
with Section 409A, and (ii) retain for the Participants who are
listed on Appendix A (the “Grandfathered Participants”)
the flexibility that was afforded to them with regard to the timing
and form of payment of that portion of their retirement benefit
that is regarded under Section 409A as having been deferred under
the Plan prior to January 1, 2005. Prior to the 2008
amendment and restatement, the Plan was last amended and restated
with an effective date of January 1, 2005. It was
amended and restated at that time to better reflect the resolutions
of the Employer’s Board, approved October 30, 2000, and to
update Appendices A & B to include active benefit
recipients. The Plan was previously amended, restated
and renamed as the Officers’ Supplemental Retirement and
Deferred Compensation Plan, effective January 1, 1998 and was
consolidated to include certain predecessor supplemental retirement
and deferred compensation plans of the Employer, as documented in
Appendix B attached hereto.
The Plan is
intended to provide Participants with the portion of the benefit
that cannot accrue under the Pension Plan of Central Vermont Public
Service Corporation and Its Subsidiaries because of the
compensation limitations of Section 401(a)(17) of the Internal
Revenue Code of 1986 (the “Code”) and/or the maximum
benefit limitations of Section 415 of the Code.
The Plan is
intended to constitute an unfunded, non-qualified pension plan that
is maintained primarily for the purpose of providing deferred
compensation for a select group of management and highly
compensated employees under Section 201(2) of the Employee
Retirement Security Act of 1974 (ERISA), as amended (a “Top
Hat Plan”). The Plan is also intended to comply
with Section 409A.
ARTICLE I
DEFINITIONS
The following
words and phrases when used in the Plan shall have the meanings
indicated in this Article I unless a different meaning is plainly
required by the context:
“
Actuarial Equivalent ” means a benefit of equivalent
value to another benefit, determined on the basis of the interest
and mortality assumptions utilized for determining actuarial
equivalence under the Basic Plan.
“
Affiliated Employer ” means any corporation which is a
member of a controlled group of corporations (as defined in Code
Section 414(b)) which includes the Employer; any trade or business
(whether or not incorporated) which is under common control (as
defined in Code Section 414(c)) with the Employer; any organization
(whether or not incorporated) which is a member of an affiliated
service group (as defined in Code Section 414(m)) which includes
the Employer; and any other entity required to be aggregated with
the Employer pursuant to regulations under Code Section
414(o).
“
Basic Plan ” means the Pension Plan of Central Vermont
Public Service Corporation and Its Subsidiaries, as may be amended
from time to time.
“
Beneficiary ” means the Participant’s
Beneficiary (as defined in the Basic Plan) who is eligible to
receive payments under the Basic Plan upon the death of the
Participant.
“
Board ” means the Board of Directors of Central
Vermont Public Service Corporation.
“
Change in Control ” shall have the same meaning as the
term defined in the Change in Control Agreement approved by the
Employer’s Board of Directors on May 6, 2008, as may be
amended from time to time.
“
Change in Control Agreement ” means the agreement
entered into between the Participant and the Employer which
provides the Participant certain benefits in the event of a Change
in Control and termination of Participant’s employment within
the period of time and manner prescribed therein.
“
Code ” means the Internal Revenue Code of 1986, as
amended from time to time, and pertinent regulations issued
thereunder. Reference to any section of the Code shall include any
successor provision thereto.
“
Compensation ” means the annual compensation of a
Participant that would otherwise be recognized under the Basic Plan
for benefit accrual purposes without regard to the limit on
compensation as provided for under Code Section
401(a)(17).
“
Employee ” means any person who is employed by the
Employer or an Affiliated Employer.
“
Employer ” means Central Vermont Public Service
Corporation or its successor or successors.
“
Grandfathered Participants ” shall have the meaning
provided in the Preamble and shall consist of those individuals who
are listed on Appendix A.
“
Grandfathered Retirement Benefit ” means, with respect
to each Grandfathered Participant, the present value of the
retirement benefit that would have been payable to such Participant
had he/she voluntarily retired without cause on December 31, 2004,
and received payment of the benefits available from the Plan on the
earliest date possible and in the form that provides the maximum
value, calculated in accordance with Treasury Regulation Section
1.409A-6(a)(3)(i), as may be amended from time to
time. For this purpose, the calculation shall, by way of
example and not limitation, take into account any applicable early
retirement reduction factors provided for under the Basic
Plan.
“
Normal Retirement Benefit ” means the retirement
benefit provided under Section 3.1(a).
“
Participant ” means an individual who is a participant
of the Basic Plan and who meets the eligibility requirements of
Article II herein. The term Participant shall include any Employee
who has retired or terminated employment and who is entitled to a
benefit under this Plan. The term Participant shall also
include, as the circumstances require, the Participant’s
Beneficiary.
“
Participating Employer ” means the Employer and any
other Affiliated Employer (or a division or branch of either) which
has adopted this Plan and which has been authorized by the Board
to
“
Payment Trigger ” shall have the meaning provided for
in the Change in Control Agreement.
“
Pension Committee ” means the committee appointed by
the Board to administer the Basic Plan.
“
Plan ” means the Central Vermont Public Service
Corporation Officers’ Supplemental Retirement and Deferred
Compensation Plan as set forth in this document and as it may be
amended from time to time.
“ Plan
Year ” means the 12-month period commencing each January
1 and ending on the immediately following December 31.
“
Section 409A ” means Code Section 409A and any
proposed, temporary or final regulations, or any other guidance,
promulgated with respect to such Section 409A by the Department of
Treasury or the Internal Revenue Service.
“
Separation from Service ” means a
termination of employment with Employer in such manner as to
constitute a “separation from service” as defined in
Treasury Regulation Section 1.409A-1(h).
ARTICLE II
PLAN ELIGIBILITY
An Employee
shall become a Participant hereunder if such Employee is a
participant under the Basic Plan and:
|
|
such
Employee’s Compensation is not fully recognized under the
Basic Plan because of the compensation limitations imposed by Code
Section 401(a)(17); or
|
|
|
such
Employee’s Basic Plan retirement benefit is restricted or
reduced by the Code Section 415 limitations on maximum pension
benefits; and
|
|
|
such Employee
is (i) expressly selected by the Board, in its sole discretion, to
participate in the Plan, or (ii) an officer of the Employer who
holds one of the following job titles:
|
·
Assistant Vice President;
·
Senior Vice President; or
·
President and/or Chief Executive
Officer
ARTICLE III
AMOUNT OF BENEFIT
Except as
provided under Article IX with regard to the Grandfathered
Participants, the benefits payable under the Plan shall be as
provided for in this Article III.
|
|
|
Normal
Retirement Benefit . The benefit payable under this Plan
to a Participant shall equal the excess, if any, of (i) over (ii)
where:
|
|
|
|
is the benefit
which would have been paid to such Participant as a single life
annuity under the Basic Plan, if the provisions of the Basic Plan
were administered without regard to the benefit limitations of Code
Section 415 and regulations thereunder and without regard to the
compensation limits of Code Section 401(a)(17) and regulations
thereunder; and
|
|
|
|
is the benefit
which is payable to such Participant as a single life annuity under
the Basic Plan.
|
If a
Participant elects to retire under the early retirement provisions
of the Basic Plan, his/her retirement benefit hereunder shall be
subject to the same early retirement reduction factors as are
applicable to his/her benefit payable under the Basic
Plan.
|
|
|
Actuarial
Adjustment . If a benefit is paid in a form
other than a single life annuity, the benefit described above shall
be the Actuarial Equivalent of a single life annuity form of
payment.
|
|
|
|
Pre-retirement Survivor Annuity
. A Participant’s
Beneficiary who is entitled to a pre-retirement survivor annuity
under Section 6.02 or 6.03 of the Basic Plan, shall also be
entitled to receive a pre-retirement survivor annuity from this
Plan. The pre-retirement survivor annuity payable under
this Plan to a Beneficiary shall equal the excess, if any, of (i)
over (ii) where:
|
|
|
|
is the
pre-retirement survivor annuity which would have been paid to such
Beneficiary under Section 6.02 or 6.03 of the Basic Plan, if the
provisions of the Basic Plan were administered without regard to
the benefit limitations of Code Section 415 and regulations
thereunder and without regard to the compensation limits of Code
Section 401(a)(17) and regulations thereunder; and
|
|
|
|
is the
pre-retirement survivor annuity which is payable to such
Beneficiary under Section 6.02 or 6.03 of the Basic
Plan.
|
|
|
|
Elections . Notwithstanding the elections that
are available to a Beneficiary under the Basic Plan with regard to
the time for commencement of the pre-retirement survivor annuity, a
Beneficiary under the Plan shall have no such options with respect
to the pre-retirement survivor annuity payable under the Plan and
such annuity shall commence at the time specified under Section
6.02 or 6.03 of the Basic Plan without regard to the elections
thereunder.
|
|
|
|
Death
Following Commencement of Benefits . If a Participant dies at any time
after retirement benefits have begun, no death benefit shall be
payable to anyone unless the form in which the retirement benefit
was being paid provided for a continuing payment. If the
retirement benefit form of payment provided for a continuing
payment, the death benefit shall be the amount payable under the
terms of such form of payment.
|
|
|
|
Death
Following Payment Trigger. In the event a Participant, whose
benefit is determined under Section 3.4 as a result of a Change in
Control, dies prior to payment of such benefit, the death benefits
described in paragraphs (a) of this Section 3.3, shall be
determined on the basis of the enhanced benefits described in
Section 3.4(a).
|
|
|
Benefits
Upon a Change in Control .
|
|
|
|
Change in
Control Benefit. Upon the occurrence of a Payment
Trigger, a Participant who is a party to a Change in Control
Agreement, and who satisfies the restrictive covenants contained
therein as well as any obligation to provide consulting services
thereunder, shall be entitled to the benefit described in Section
3.1(a), provided that such benefit shall be determined taking into
account the additional years of benefit accruals afforded the
Participant under Section 4(G) of the Change in Control Agreement
and assuming Participant’s compensation under the Basic Plan
for such additional period of time is equal to Participant’s
compensation for the Plan Year immediately preceding the Plan Year
in which the Change in Control occurs..
|
|
|
|
Time for and
Form of Payment. Benefits determined under Section
3.4(a), shall be payable at the later of the date the Participant
attains age 55 and the date on which severance compensation
benefits become payable under the Participant’s Change in
Control Agreement. The form of the payment shall be in accordance
with the Participant’s election or deemed election as
provided for under Article IV.
|
ARTICLE IV
FORM AND TIMING OF
BENEFITS
4.1
Normal Retirement Benefits .
|
|
|
Form of
Payment . Payment of a Normal Retirement
Benefit described in Section 3.1 shall be made in accordance with
the form selected by the Participant from among the options
provided for under Sections 5.03, 5.04, 5.05, 5.06 and 5.07 of the
Basic Plan. With regard to the lump-sum option provided
for in Section 5.06, once elected that form of payment may not be
revoked or otherwise changed except as provided for in Section
4.1(d).
|
|
|
|
Time for
Payment of Normal Retirement Benefits . Payment of Normal Retirement
Benefits shall commence on the later of (i) the first day of the
seventh month following Participant’s Separation from Service
or (ii) the date selected by the Participant.
|
|
|
In the event
that a Participant commences receiving benefits under this Section
4.2 and is subsequently reemployed by the Employer or an Affiliated
Employer, payment of benefits under this Section 4.2 shall continue
and shall not be suspended as required by Section 409A.
|
|
|
|
Time and
Method of Election . Every individual who was a
Participant of the Plan on January 1, 2008, and who, at such time,
had not yet retired or otherwise experienced a Separation from
Service, shall elect the form and time for payment of his/her
Normal Retirement Benefit on or before December 31,
2008. The election shall be made by completing the
Retirement Benefit Election Form attached hereto as Exhibit A, as
the same may be amended from time to time, and submitting said Form
with the Pension Committee on or before December 31,
2008.
|
|
|
Upon attaining
eligibility as provided for under Article II, a new Participant
must submit a Retirement Benefit Election Form with the Pension
Committee on or before January 30 following the calendar year in
which the Participant first becomes eligible for Normal Retirement
Benefits under the Plan. Should a new Participant fail
to make a timely submission of his/her Retirement Benefit Election
Form, the Participant shall be deemed to have elected to receive
his/her Normal Retirement Benefit in the form a single life annuity
commencing on the first day of the seventh month following
Separation from Service.
|
|
|
Once a
Participant elects or is deemed to have elected a form and time for
payment of his/her Normal Retirement Benefit, that election shall
not be changed accept as provided for in Section 4.1(d).
|
|
|
|
Changes in
Retirement Benefit Election . A Participant may not change the
form or time for the payment of the Participant’s Retirement
Benefit (a “Subsequent Payment Election”) unless such
Election complies with the following rules:
|
|
|
|
The Subsequent
Payment Election most recently accepted by the Plan Pension
Committee and that satisfies the requirements of this Section
4.1(d) shall govern notwithstanding any prior election to the
contrary;
|
|
|
|
The Subsequent
Payment Election may not take effect until at least 12 months after
the date on which it is accepted by the Pension
Committee. For this purpose, an annuity or installment
form of payment shall be treated as a single payment rather than a
series of payments. Accordingly, a subsequent payment
election may not be made during the 12-month period preceding the
date on which the first annuity or installment amount was scheduled
to be paid;
|
|
|
|
The Subsequent
Payment Election, must specify a new payment date that is at least
5 years after the previously scheduled payment date (or, in the
case of an annuity or installment election, at least 5 years from
the date the first amount was scheduled to be paid); and
|
|
|
|
A change from
one form of life annuity to another form of life annuity before any
annuity payment has been made shall not be considered a change in
the time or form of payment provided that the date scheduled for
the first annuity payment remains the same and the annuities are
Actuarial Equivalents.
|
|
|
|
Required
Beginning Date . In no event, may a Participant
specify a date on which payments shall commence that is later than
the later of (i) April 1 following the calendar year in which
the Participant attains age 70 ½, or (ii) the first
day of the seventh month following Participant’s Separation
from Service.
|
|
|
Discretionary Acceleration of
Payments . To the extent
permitted by Section 409A, the Pension Committee may, in
|
