Exhibit 10.5
THE LACLEDE GROUP
MANAGEMENT CONTINUITY PROTECTION PLAN
(as
of January 1, 2005)
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I.
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Participants
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Participants shall include all Officers of The
Laclede Group, Inc. (the “Company”) and Laclede Gas
Company as well as certain other key officers of other Company
subsidiaries as may be determined from time to time. It
is contemplated that the features set forth below would be
incorporated in agreements to be entered into between the Company
and each of such officers.
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II.
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Change In Control
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Change In Control occurs if and when any
“person” (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934) is or becomes a
beneficial owner, directly or indirectly, of securities of the
Company representing more than fifty percent (50%) of the combined
voting power of the Company’s then outstanding securities or
when any such person becomes a beneficial owner, directly or
indirectly, of at least thirty percent (30%) and no more than fifty
percent (50%) of such securities and a majority of the outside
members of the Company’s Board of Directors decides that a de
facto Change in Control has occurred.
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III.
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Termination For “Cause”
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Termination for “Cause” shall be
limited to, and include, only the following: (1) the
irreversible incapacity or disability of a Participant for a period
of six (6) months which renders him unable to perform the services
for which he is employed; (2) any conduct of Participant in the
performance of the services to be rendered by him and for which he
has been employed which involves moral turpitude on his part; or
(3) the death of the Participant.
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IV.
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Benefits
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If, following a Change in Control, the
Participant has experienced a separation from service on account of
his or her termination of employment (other than for
“Cause”), resignation or retirement, such Participant
shall be entitled to receive at such time (or such other time as
provided below) a non-discounted lump sum in an amount equal to the
“average annual compensation” as such term is referred
to in Treasury Regulation Section 1.280G-1 Question and Answer 34
and such other guidance promulgated under Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”)
paid to Participant for the five-year period (or if the Participant
is employed by the Company for less than five years, such
shorter
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period) immediately preceding such termination
of employment, resignation or retirement (each a “separation
from service” as shall be determined under Section 409A of
the Internal Revenue Code of 1986, as amended (the
“Code”), and Final Treasury Regulation 1.409A-1(h),
including the default presumptions thereof), multiplied by: (1) in
the case of the President or of the Executive Vice President, 2.99
times; or (2) in the case of all other Participants, 2.00
times. In the event Participant remains employed by the
Company 1 subsequent to the Change In
Control for a period beyond six (6) months following such Change In
Control, the above benefit shall be reduced as follows: (1) in the
case of the President or of the Executive Vice President, for each
month beyond six months he is employed with the Company subsequent
to a Change In Control the benefit shall be reduced 1/48; or (2) in
the case of all other Participants, such benefit shall be reduced
for each month beyond six months he is employed with the Company
subsequent to a Change In Control by 1/36.
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However, notwithstanding the above, in no
event shall the benefit be greater than an amount equal to the
average monthly compensation paid to Participant for the five-year
period (or if employed by the Company for less than five years,
such shorter period) immediately preceding such separation from
service multiplied by the number of months remaining from such date
of separation from service until the date upon which the
Participant would have been 65 years of age.
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Notwithstanding any provision herein to the
contrary, if the Company determines that Participant is a
“specified employee” as defined in Section
409A(a)(2)(B)(i) of the Code and regulations and other guidance
issued thereunder, then such benefit (or portion thereof) shall be
paid no earlier than the first day of the seventh month following
the month of Participant’s separation from service (with the
first such payment being a lump sum equal to the aggregate benefit
the Participant would have received during such period if no such
payment delay had been imposed, together with interest on such
delayed amount during the period of such restriction at a rate, per
annum, equal to the applicable federal short-term rate (compounded
monthly) in effect under Section 1274(d) of the Code at the time of
such separation from service).
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Moreover, notwithstanding the above, to the
extent, if any, that any payment or distribution of any portion of
the benefit described above (together with any other benefit under
any other plan, policy or arrangement) would trigger any adverse
tax consequences under Section 280G of the Code, or Section 4999 of
said Code, such as loss of deductions to the Company, or the
payment of an additional excise tax by
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