THE
CAPITAL ELECTRIC LINE BUILDERS, INC.
DEFERRED COMPENSATION PLAN
Effective January 4, 2001
CAPITAL ELECTRIC LINE BUILDERS, INC.
DEFERRED COMPENSATION PLAN
This is the Capital Electric Line Builders, Inc.
Deferred Compensation Plan (the "Plan"),
and is adopted by
CAPITAL ELECTRIC LINE BUILDERS, INC., a
Kansas corporation (the
"Company"), for the purpose of providing an
inducement for
continued service by designated key
employees of the Company
following the acquisition of the Company by
UTILITY SERVICES,
INC., a Delaware corporation ("USI").
Benefits due under
the
Plan constitute a mere promise by the
Company to pay benefits as
the Plan provides. Accordingly, Participants are
general
unsecured creditors of the Company with
respect to their benefit,
and the Plan is unfunded for tax purposes.
This document
contemplates the establishment of a trust
after the Acquisition
for the purpose of holding MDU Shares under
this Plan, subject to
the claims of the general creditors of MDU
and the Company.
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
Acquisition Date has not then
occurred. Each individual listed on Schedule
A shall be a
Participant, provided that such individual
is an employee of the
Company 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 Company 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
Company 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 Acquisition 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 5th, 2001, pursuant to which the
Acquisition 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 Company from
the Effective Date until the Vesting
Date.
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
Section 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 Company in such Plan
Year which is not "performance-based" (as
defined in Code Section
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 Company,
its Affiliates, and
the Plan with respect to such payment.
4.6 Tax Withholding.
The Company 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 Company
(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 Company'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 the manner
prescribed by the
Administrator. A Participant may revoke
