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Exhibit
10.4
UNITIL
CORPORATION
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN
AS ADOPTED BY UNITIL
SERVICE CORP.
(as amended and restated
effective December 31, 2007)
Table of
Contents
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Article
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Page |
| 1 |
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Purpose
and Intent |
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1 |
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| 2 |
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Definitions |
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2 |
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| 3 |
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Administration |
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7 |
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| 4 |
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Participation |
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8 |
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| 5 |
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Eligibility for Benefits Amount and Form of Retirement
Benefits |
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9 |
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| 6 |
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Amount
and Form of Retirement Benefits |
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10 |
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| 7 |
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Payment
of Retirement Benefits |
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12 |
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| 8 |
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Death
Benefit |
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13 |
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| 9 |
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Change in
Control |
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14 |
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| 10 |
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Forfeiture of Benefits |
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15 |
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| 11 |
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Nature of
Claim for Payments |
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16 |
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| 12 |
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Code
Section 409A |
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17 |
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| 13 |
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No
Assignment or Alienation |
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18 |
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| 14 |
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No
Contract of Employment |
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19 |
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| 15 |
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Amendment |
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20 |
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| 16 |
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Governing
Law |
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21 |
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| 17 |
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Successors |
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22 |
(i)
Article 1
P URPOSE
AND I NTENT
The principal objective of
the Unitil Corporation Supplemental Executive Retirement Plan As
Adopted By Unitil Service Corp. (the “Plan”) is to
ensure the payment of a competitive level of retirement income in
order to attract, retain and motivate selected executives. The Plan
was designed to provide supplements to designated employees which,
when combined with other employment related and government
sponsored retirement benefits, will provide for the aggregate level
of retirement benefits specified herein. The Plan is intended to be
“a plan which is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees”
within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA, and shall be interpreted and administered in a manner
consistent therewith.
The Plan was originally
established and adopted effective January 1, 1987, and was
amended and restated effective January 1, 1998. The Plan is
hereby amended and restated in its entirety, effective
December 31, 2007.
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Article 2
D
EFINITIONS
Whenever used herein, unless
the context clearly indicates otherwise, the following words and
phrases shall have the meanings herein specified, and the following
definitions shall be equally applicable to both the singular and
plural forms of any of the terms herein defined. The masculine
pronoun whenever used herein shall include the feminine and neuter
genders and the singular number as used herein shall include the
plural, and the plural the singular, unless the context clearly
indicates a different meaning.
2.1 “Basic Plan” shall mean
the Unitil Corporation Retirement Plan as adopted by the
Employer.
2.2 “Basic Plan Benefit”
shall mean the annual amount of benefit payable from the Basic Plan
to a Participant in the form of a straight life annuity.
2.3 “Beneficiary” shall mean
the individual designated by the Participant to receive payments
upon the death of a Participant in accordance with Article
8.
2.4 “Board of Directors”
shall mean the Board of Directors of Unitil Corporation or any
successor thereof.
2.5 “Change in Control”
shall mean the occurrence of any of the following:
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(a) |
Unitil Corporation receives a report on Schedule 13D filed with
the Securities and Exchange Commission pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as
amended (hereinafter referred to as the “Exchange
Act”), disclosing that any person, group, corporation or
other entity is the beneficial owner, directly or indirectly, of
twenty-five (25%) percent or more of the outstanding common
stock of Unitil Corporation; |
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(b) |
any person (as such term is defined in Section 13(d) of
the Exchange Act), group, corporation or other entity other than
Unitil Corporation or a wholly-owned subsidiary of Unitil
Corporation, purchases shares pursuant to a tender offer or
exchange offer to acquire any common stock of Unitil Corporation
(or securities convertible into common stock) for cash, securities
or any other consideration, provided that after consummation of the
offer, the person, group, corporation or other entity in question
is the beneficial owner (as such term is defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of twenty-five
(25%) percent or more of the outstanding common stock of
Unitil Corporation (calculated as provided in paragraph (d) of
Rule 13d-3 under the Exchange Act in the case of rights to acquire
common stock); |
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(c) |
the stockholders of Unitil Corporation approve (i) any
consolidation or merger of Unitil Corporation in which Unitil
Corporation is not the continuing or surviving corporation or
pursuant to which shares of common stock of Unitil Corporation
would be converted into cash, securities or other property (except
where Unitil Corporation shareholders before such transaction will
be the owners of more than seventy-five (75%) percent of all
classes of voting stock of the surviving entity), or (ii) any
sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all the
assets of Unitil Corporation; or |
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(d) |
there shall have been a change in a majority of the members of
the Board of Directors within a twenty-five (25) month period
unless the election or nomination for election by the Unitil
Corporation stockholders of each new director was approved by the
vote of two-thirds of the directors then still in office who were
in office at the beginning of the twenty-five (25) month
period. |
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Should the Change in Control be
stockholder approval under paragraph 2.5(c) and if the Board of
Directors determines the approved transaction will not be completed
and is abandoned prior to any termination of the
Participant’s employment, a Change in Control shall no longer
be in effect and the provisions of this Plan shall continue in the
effect as if a Change in Control had not occurred.
2.6 “Change in Control
Participant” shall have the meaning given to that term in
Section 9.1.
2.7 “Early Retirement Date”
shall mean the first day of the month in which the Participant has
both attained age 55 and completed 15 years of Service (excluding
Service completed prior to age 18).
2.8 “Earnings” shall mean,
for any calendar year, the Participant’s annual salary and
any annual cash incentive paid to the Participant in such year
(including any amounts that would have been paid but that were
deferred by the Participant).
2.9 “Employer” shall mean
Unitil Service Corp. and any affiliated employer and any successor
company which may continue the Plan.
2.10 “Final Average
Earnings” shall mean the highest annual average of any
consecutive three years’ Earnings of a Participant during
such Participant’s tenure as an employee with the
Employer.
2.11 “Normal Retirement
Date” shall mean the first day of the month in which occurs
the Participant’s 65 th birthday.
2.12 “Other Retirement
Income” shall mean the retirement income payable to a
Participant from the following sources as of the date the
Participant’s benefits commence under this Plan:
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(a) |
the straight life annuity equivalent of the value of the total
contributions, but not including a Participant’s salary
deferral contributions, made by the Employer under the Unitil
Corporation Tax Deferred Savings and Investment Plan on behalf of
the Participant during such Participant’s employment at the
Employer; and |
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(b) |
retirement income in the form of a straight life annuity
payable to a Participant from any previous employers. |
In determining the straight life annuity
equivalent under Section 2.12, the following actuarial
assumptions shall be used: the interest rate or rates and table
used by the Pension Benefit Guaranty Corporation to value immediate
annuities (as of the beginning of the calendar year in which the
determination is being made) under Section 4062 of the
Employee Retirement Income Security Act of 1974.
2.13 “Participant” shall
mean an employee of the Employer who is designated by the Board of
Directors to participate in the Plan.
2.14 “Plan” shall mean the
Unitil Corporation Supplemental Executive Retirement Plan As
Adopted By Unitil Service Corp. and as set forth in this document
and as may be amended from time to time.
2.15 “Primary Social Security
Benefit” shall mean the annual primary insurance amount to
which the Participant is entitled or would, upon application
therefor, be entitled at the later of age 65 or actual retirement
under the provisions of the Federal Social Security Act as in
effect on the Participant’s termination date assuming that
the Participant will have no income after termination which would
be treated as wages for purposes of the Social Security
Act.
2.16 “Retirement Date” shall
mean the first to occur of the Participant’s Normal
Retirement Date or Early Retirement Date.
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