EXHIBIT 10.43
SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
OF
THE UNITED ILLUMINATING
COMPANY
GRANDFATHERED BENEFIT
PROVISIONS
TABLE OF CONTENTS
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Page
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ARTICLE I
– NAME OF PLAN
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1
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ARTICLE II
– DEFINITIONS
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1
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ARTICLE III
– ELIGIBILITY TO PARTICIPATE
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3
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3.01 Eligibility
Requirements
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3
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3.02 Participation
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3
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3.03 Termination
of Participation
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3
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ARTICLE IV
– SUPPLEMENTAL PENSION BENEFIT
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3
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4.01 Eligibility
for Supplemental Pension Benefit
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3
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4.02 Calculation
of Grandfathered Supplemental Pension Benefit
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3
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4.03 Methodology
and Assumptions in Calculating Supplemental Pension
Benefit
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4
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4.04 Terms
and Conditions of Supplemental Pension Benefit
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5
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4.05 Death
Benefit
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5
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ARTICLE V
– FUNDING
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6
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5.01 Funding
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6
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ARTICLE VI
– CLAIMS PROCEDURES
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6
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6.01 Filing
a Claim
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6
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6.02 Appeal
of Denied Claims
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7
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ARTICLE VII
– MISCELLANEOUS
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8
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7.01 Non-Guarantee
of Employment or Pension
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8
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7.02 Rights
and Pension Plan
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8
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7.03 Amendments/Termination
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9
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7.04 Plan
Administration
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9
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7.05 Spendthrift
Provision
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9
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7.06 Administrative
Powers
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9
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7.07 Disclosure
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9
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7.08 Incapacity
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9
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7.09 Unclaimed
Benefit
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9
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7.10 Limitation
on Liability
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10
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7.11 Fiduciary
Responsibility
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10
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7.12 Withholding
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10
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7.13 Successor
Employer
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10
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7.14 Governing
Law
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10
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SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN
OF
THE UNITED ILLUMINATING
COMPANY
GRANDFATHERED BENEFIT
PROVISIONS
ARTICLE I
NAME OF
PLAN
Effective as
December 1, 1994, The United Illuminating Company established the
"Supplemental Executive Retirement Plan of The United Illuminating
Company" (the "Plan"). The purpose of the Plan is to
provide, on an unfunded basis, certain benefits that, because of
limitations under the Code, cannot be provided under The United
Illuminating Company Pension Plan. The Plan also is
designed to provide supplemental executive retirement benefits to a
select group of management and highly compensated employees of The
United Illuminating Company (the “UI”), UIL Holdings
Corporation (“UIL” or the “Company”) and
certain of its affiliated employers who may, from time to time, be
designated as a Participating Employer. A list of
Participating Employers shall be attached to this Plan as Exhibit
A.
The Plan is
intended to be an unfunded, non-qualified deferred compensation
plan for a select group of management and highly compensated
employees, as described in Sections 201(2) and 301(a)(3) of the
Employee Retirement Income Security Act
(“ERISA”).
The terms of
the Plan as set forth in this Plan document apply solely with
respect to accruals that were vested pursuant to the terms of the
Plan prior to January 1, 2005 (“Grandfathered
Benefits”). With respect to accruals pursuant to
the terms of the Plan on and after January 1, 2005, and with
respect to accruals made pursuant to the terms of the Plan before
January 1, 2005, that vest on or after January 1, 2005
(“Non-Grandfathered Benefits”), the terms of the Plan
are as described in the separate Plan document relating to
“Non-Grandfathered Benefits.” With respect
to amounts subject to this Plan document, this Plan document
supersedes the prior Plan document (as amended from time to
time).
ARTICLE II
DEFINITIONS
Wherever used
in this Plan, unless the context clearly indicates otherwise, the
following terms shall have the following meanings:
“
Affiliate ” shall mean any corporation, trade or
business that, together with the Company, is treated as a single
employer under Code Section 414(b) or (c).
" Annual
Additions " shall have the same meaning as set forth in Section
415(c)(2) of the Code.
"
Beneficiary " shall mean the person or persons entitled to a
benefit under the Plan upon the Participant's
death. With respect to married Participants, a
Participant’s spouse shall be the Participant’s
Beneficiary unless such spouse has consented to the naming of an
alternate Beneficiary in accordance with the terms of the Pension
Plan.
“
Board of Directors ” means the Board of Directors of
the Company (or any successor thereto).
" Code "
shall mean the Internal Revenue Code of 1986, as amended from time
to time.
"
Committee " shall mean the Compensation and Executive
Development Committee of the Company, which shall administer this
Plan as set forth in Sections 7.04 and 7.06.
“
Company ” shall mean UIL Holdings Corporation,
Inc.
"
Compensation " shall have the same meaning as provided in
the Pension Plan, but without the limitation imposed by Section
401(a)(17) of the Code and shall include salary and short term
incentive amounts deferred by the Participant under The UIL
Holdings Corporation Deferred Compensation Plan with respect to
each Plan Year.
"
Employee " shall mean a person in the employ of the
Employer.
"
Employer " shall mean the Company and its
Affiliates.
" ERISA
" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.
“
Grandfathered Benefits ” means the vested accrued
benefit of Plan Participants determined as of December 31, 2004,
which shall be subject to the provisions of the Plan and tax law in
effect immediately prior to the enactment of Section 409A of the
Internal Revenue Code (i.e., as of October 3, 2004), including
without limitation requirements as to election of the timing and
form of payment; expressly provided, however that the Grandfathered
Benefit shall be so grandfathered only to the extent that the Plan
terms governing such benefits are not materially modified after
October 3, 2004.
"
Participant " shall mean any Employee who meets the
eligibility requirements of Section 3.01 and has entered the Plan
in accordance with the provisions of Section 3.02. A
Participant shall remain a Participant even if he or she no longer
is eligible to accrue additional benefits hereunder, until his or
her Accrued Benefit has been completely distributed from the Plan
or forfeited.
"
Participating Employer " shall mean the Company and each
Affiliate that with the permission of the Committee has approved
the Plan for participation by their Employees.
" Pension
Plan " shall mean The United Illuminating Company Pension Plan,
as amended from time to time.
" Plan "
shall mean The Supplemental Executive Retirement Plan of The United
Illuminating Company (also known as The United Illuminating Company
Supplemental Executive Retirement Plan), as amended from time to
time, and as set forth in this document entitled
“Supplemental Executive Retirement Plan of The United
Illuminating Company Grandfathered Benefit Provisions” and
the document entitled “Supplemental Executive Retirement Plan
of The United Illuminating Company Non-Grandfathered Benefit
Provisions.”
" Plan
Year " shall mean a period of one year commencing with January
1.
"
Supplemental Pension Benefit " shall mean the benefit
determined in accordance with the provisions of Article
IV.
ARTICLE III
ELIGIBILITY TO
PARTICIPATE
3.01
Eligibility Requirements .
Prior to
January 1, 2005, an Employee shall be eligible to participate in
this portion of the Plan with respect to the benefits provided
under Article IV if he or she is:
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(1) an elected officer of an
Employer; and
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(2) is a participant in the Pension
Plan.
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On and after
January 1, 2005, no Employee who was not a Participant in the Plan
prior to January 1, 2005 shall be eligible to be a Participant
in this portion of the Plan.
3.02
Participation . Each eligible Employee shall
become a Participant in this portion of the Plan as of the date
prior to January 1, 2005 that he or she met the above eligibility
requirements and is designated as a Participant by the
Committee.
3.03
Termination of Participation . A Participant
shall cease to accrue benefits hereunder as of the earlier of (1)
the date he or she ceases to meet the above eligibility
requirements, or (2) December 31, 2004; provided, however, that
accrued benefits as of such date shall not be reduced and shall be
paid as provided herein.
ARTICLE IV
SUPPLEMENTAL PENSION
BENEFIT
4.01
Eligibility for Supplemental Pension Benefit . If
a Participant's employment shall be terminated in such manner
(whether by death, disability, retirement or otherwise) as to
render the Participant or the Participant's Beneficiary eligible to
receive benefits under the Pension Plan, the Participant or the
Participant's Beneficiary shall be eligible to receive a
Supplemental Pension Benefit.
Notwithstanding
anything to the contrary herein, in the event a Participant’s
employment with the Company (or any other Participating Employer)
is terminated by the Company (or other Participating Employer) for
Cause or voluntarily by the Participant without timely notice (as
determined by the Committee and in accordance with the terms of the
Participant’s employment agreement, if applicable), the
Participant’s Supplemental Pension Benefit hereunder shall be
forfeited and no benefits hereunder shall be paid to such
Participant or such Participant’s Beneficiary.
4.02
Calculation of Grandfathered Supplemental Pension Benefit
. A Participant's or a Participant's Beneficiary's
Supplemental Pension Benefit under this portion of the Plan
(“Grandfathered Benefit”) shall equal the excess, if
any, of (a) minus (b) where:
(a) is the annual benefit, expressed
as a life annuity commencing at the Participant’s Normal
Retirement Date (as defined for purposes of the Pension Plan) to
which the Participant (or a Participant's Beneficiary) would be
entitled under the Pension Plan as of the date of such
Participant's termination of employment, determined:
(i) without the limitation on annual
compensation imposed by Section 401(a)(17) of the Code;
(ii) without the limitation on annual
benefits imposed by Section 415 of the Code;
(iii) based on Compensation as
defined for purposes of this portion of the Plan;
(iv) with any enhanced formula (e.g.,
a 2% benefit multiplier instead of 1.6%), enhanced Compensation
and/or imputed years of service included for benefit accrual
purposes as provided in the Participant’s employment
agreement, the relevant terms of which are incorporated herein by
reference; and
(v) taking into account only service
performed and Compensation earned prior to January 1,
2005;
(b) is the annual benefit, if any,
expressed as a life annuity commencing at the Participant’s
Normal Retirement Date, which is derived from Employer
contributions and which is payable to a Participant (or a
Participant's Beneficiary) under the Pension Plan as of the date of
the Participant's termination of employment. Such
benefit shall be calculated:
(i) with the limitation on annual
compensation imposed by Section 401(a)(17) of the Code;
(ii) with the limitation on annual
benefits imposed by Section 415(b) and 415(e) of the
Code;
(iii) based on compensation as
defined for purposes of the Pension Plan; and
(iv) taking onto account only service
performed and compensation earned prior to January 1,
2005.
Notwithstanding
the foregoing, a Participant has a Grandfathered Benefit, as
calculated above, only if as of December 31, 2004, such Participant
was a participant in the Pension Plan and had been credited with as
least five (5) years of Vesting Service with the Company or another
Employer as of January 1, 2005, as determined under the terms of
the Pension Plan.
4.03
Methodology and Assumptions in Calculating Supplemental Pension
Benefit . The calculation of a Supplemental Pension
Benefit shall be performed by the consulting actuary for the
Pension Plan, and the interpretations of such actuary shall be
final and binding on the Employer, the Participant and the
Participant's Beneficiary. Except as otherwise expressly
provided in a Participant’s employment agreement,
(a) the early retirement reduction factors and factors to be
used in converting one form of benefit to another will be
determined by the consulting actuary for the Pension Plan on the
basis of the actuarial assumptions provided in the Pension Plan for
such purpose; and (b) all lump sum distributions shall be
calculated as the actuarial equivalent of an annuity payable at
Normal Retirement Date.
4.04
Terms and Conditions of Supplemental Pension Benefit
.
(a) Terminations of Employment Prior
to January 1, 2008. Except as otherwise provided
pursuant to the terms of a Participant’s employment agreement
or as provided in Section 4.05, below, payment of the Supplemental
Pension Benefit shall begin at the same time as the
Participant’s Pension Plan benefit payments and shall be
subject to the same reductions for early
commencement. The Supplemental Pension Benefit may be
paid in any form available under the Pension Plan, as elected by
the Participant, and may be the same or different from the form of
payment of the Participant’s benefits under the Pension Plan;
and the conversion factors between forms of benefits used for
purposes of the Pension Plan shall be used for purposes of the
Supplemental Pension Benefit.
(b) Termination of Employment On or
After January 1, 2008. Except as otherwise provided
pursuant to the terms of a Participant’s employment agreement
or as provided in Section 4.05, below, Supplemental Pension
Benefits shall be paid in a single lump as of the first day of the
first Plan Year beginning on or after the Participant’s
termination of employment unless prior to January 1, 2008 or at
least 12 months in advance of the Participant’s termination
of employment the Participant has elected an alternate time or form
of benefit.
