THE
CAPITAL ELECTRIC CONSTRUCTION COMPANY, INC.
DEFERRED COMPENSATION PLAN
Effective January 4, 2001
CAPITAL ELECTRIC CONSTRUCTION COMPANY, INC.
DEFERRED COMPENSATION PLAN
This is the Capital Electric Construction Company, Inc.
Deferred Compensation Plan (the "Plan"),
and is adopted by
CAPITAL ELECTRIC CONSTRUCTION COMPANY,
INC., a Kansas corporation
("Construction"), for the purpose of
providing an inducement for
continued service by designated key
employees of Construction
following the merger of Construction into
CENTENNIAL ENERGY
HOLDINGS, INC., a Delaware corporation
("Centennial"), whereby
Centennial will be the surviving company
(the "Merger").
This
Plan further contemplates that the assets
and liabilities of
Centennial acquired in connection with the
Merger will be
transferred to a subsidiary of Centennial
immediately following
the Merger, and that the subsidiary will
become the ultimate
sponsor of this Plan. Benefits due under the Plan
constitute a
mere promise by the entity maintaining this
Plan (the "Employer")
to pay benefits as the Plan provides.
Accordingly,
Participants
are general unsecured creditors of the
Employer with respect to
their benefits, and the Plan is unfunded
for tax purposes.
This
document contemplates the establishment of
a trust after the
Merger for the purpose of holding MDU
Shares under this Plan,
subject to the claims of the general
creditors of the Employer
and MDU.
ARTICLE I
ADOPTION OF PLAN; PARTICIPATION
The Plan is adopted effective this 4th day of January,
2001; provided, however, that the Plan
shall automatically
terminate (and any Account balances shall
be forfeited entirely)
on the 30th day thereafter if the Merger
Date has not then
occurred. Each individual listed on Schedule
A shall be a
Participant, provided that such individual
is an employee of
Construction in good standing on February
1, 2001.
ARTICLE II
VESTING; DISPOSITION OF FORFEITED SHARES
2.1 Vesting.
Except as provided
below, in order to become
entitled to receive the balance in the
Participant's Account
maintained pursuant to Section 3.1, a
Participant must not incur
a Termination voluntarily, or be Terminated
for Cause, during the
period beginning on the Effective Date and
ending on the Vesting
Date set forth opposite the Participant's
name on Schedule A (the
"Vesting Date").
A Participant who, before the Vesting Date, incurs a
Termination voluntarily or is Terminated
for Cause shall forfeit
the balance in his Account effective on the
date employment
ceases; provided, however, that a
Participant who dies or becomes
totally disabled before the Vesting Date
shall be entitled to
receive the balance in his Account.
A Participant who,
before
the Vesting Date, incurs a Termination
involuntarily and is not
Terminated for Cause shall be entitled to
receive the balance in
his Account. A reduction in base salary, and a
substantial
reduction in duties or responsibilities,
shall each constitute
sufficient reason for the Participant's
Termination to be deemed
involuntary, provided the Employer has had
sufficient notice and
opportunity to correct such a change in the
terms of the
Participant's employment.
2.2 Disposition of
Forfeited Shares. If
the MDU Shares credited
to any Participant's Account are forfeited
pursuant to Section 2.1, the
Employer shall notify the Trustee of the
forfeiture, and the Trustee shall
forthwith deliver the forfeited shares to
MDU's Secretary.
ARTICLE III
CREDITS AND CHARGES TO ACCOUNTS
3.1 Account.
An Account shall be
established and maintained for
each Participant, which Account shall be
credited with the dollar
amounts set forth opposite the
Participant's name on Schedule A.
On the Merger Date, the dollar amount
credited to each
Participant's Account shall be converted
into a number of MDU
Shares equal to the quotient of such dollar
amount divided by the
MDU Stock Price (as defined in the
Acquisition Agreement dated as
of January 5, 2001, pursuant to which the
Merger was
consummated). Following such conversion, and
subject to all of
the terms and conditions of this Plan, each
Participant shall be
entitled to receive the MDU Shares credited
to his Account rather
than the dollar amount set forth in
Schedule A. Each
Account
shall be charged with distributions, income
taxes and any other
amounts required to be withheld under
Section 4.6.
3.2 Earnings.
Earnings to be
credited to an Account shall be
equal to the dividends declared and paid
from time to time with respect
to the number of MDU Shares then credited
to the Account.
ARTICLE IV
DISTRIBUTIONS
4.1 No Withdrawals.
Except as otherwise
provided in this article,
withdrawals are not available from an
Account.
4.2 Timing of
Distribution. Earnings
credited to a Participant's
Account shall be distributed forthwith to
the Participant, subject to tax
withholding pursuant to Section 4.6.
The MDU Shares
credited to
a Participant's Account shall be paid on
the Vesting Date if the
Participant has been continuously employed
by the Employer from
the Effective Date until the Vesting Date
as described in Section
2.1.
4.3 Death or
Disability. Should a
Participant die or become
totally disabled before the Vesting Date
and before incurring a Termination,
his Account shall be paid to his
Beneficiary under Article V or to
him.
4.4 Limitation on
Distributions to Covered Employees.
Notwithstanding any other provision of this
article,
if a Participant is a "covered employee" as
defined in Code
162(m)(3) at the time of any distribution,
the maximum amount
which may be distributed from such a
Participant's Account in any
Plan Year shall not exceed $1,000,000, less
the amount of
compensation paid to the Participant by the
Employer in such Plan
Year which is not "performance-based" (as
defined in Code
162(m)(4)(C)). Such amount shall be reasonably
determined by
the Administrator at the time of the
proposed distribution.
Any
amount not distributed to a Participant in
a Plan Year as a
result of the limitation set forth in this
section shall be
distributed in the next Plan Year, which
may again be subject to
the limitation of this section.
4.5 Payments to Minors
and Incompetents. If
any person entitled
to any payment under this Plan is, in the
judgment of the Administrator,
incapable of giving receipt for such
payment because of minority, illness,
infirmity or other incapacity, the
Administrator may pay the
amount due such person to a duly appointed
legal representative,
if there is one, or, if none, to the
spouse, children,
dependents, or such other persons with whom
the person entitled
to payment resides. Any such payment shall be a
complete
discharge of the liability of the Employer,
its Affiliates, and
the Plan with respect to such payment.
4.6 Tax Withholding.
The Employer shall
deduct from any payment
or share delivery made under this Plan an
amount equal to, or shares
having a value equal to, all or part of the
federal, state and
local taxes required by law to be withheld
by the Employer
(including but not limited to any amount
that may be necessary to
satisfy applicable income tax withholding
and employment tax
obligations, as well as the Employer's
portion of all such
applicable taxes), all garnishments, and
any other amounts
required to be withheld by applicable law
or court order.
ARTICLE V
BENEFICIARY DESIGNATIONS
5.1 Designation of
Beneficiary. Each
Participant may designate
in the form and the manner specified by the
Administrator a Beneficiary to
receive the payment (if any) due under
Article IV at the Participant's
death. The Beneficiary of a married
Participant shall be his or
her spouse, unless the Participant
designates a Beneficiary other
than the spouse and the spouse consents in
writing to the
designation in the form and
