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EXHIBIT 10.9
PHILADELPHIA SUBURBAN CORPORATION
AMENDED AND RESTATED
EXECUTIVE DEFERRAL PLAN
In recognition of the services provided by certain key employees,
the
Board of Directors of Philadelphia Suburban
Corporation adopted the Plan to make
additional retirement benefits available to
those individuals.
ARTICLE 1
Definitions
1.1 "Account"
means a bookkeeping account established pursuant to Section
3.1 which reflects the amount standing to the credit of the
Participant
under the Plan.
1.2
"Affiliated Company" means any affiliate or subsidiary of the
Company.
1.3 "Base
Salary" means the annual amount of base salary and wages paid
by
the Employer to an Employee for any calendar year of employment,
but
excluding all Employer contributions to benefit plans and all
other
forms of compensation.
1.4
"Beneficiary" means the person(s) designated by a Participant
to
receive any benefits payable under this Plan subsequent to the
Participant's death. The Committee shall provide a form for
this
purpose. In the event a Participant has not filed a Beneficiary
designation with the Company, the Beneficiary shall be the
Participant's estate.
1.5 "Board"
means the Board of Directors of the Company.
1.6 "Bonus"
shall mean bonus compensation due to the Employee, if any,
under the Company's Incentive Compensation Plan.
1.7 "Code"
means the Internal Revenue Code of 1986, as amended.
1.8
"Committee" means the Compensation Committee of the Board which
shall
act for the Company in making decisions and performing specified
duties
with respect to the Plan.
1.9 "Company"
means Philadelphia Suburban Corporation and its successors.
1.10 "Effective Date"
means January 1, 1995.
1.11 "Employee" means
any individual employed by the Employer as an officer,
senior manager or other highly compensated employee, as designated
by
the Committee, on a regular, full-time basis (in accordance with
the
personnel policies and practices of the Employer).
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1.12 "Employer" means
the Company and/or any Participating Employer, either
collectively or individually, as the context requires.
1.13 "Participant"
means any Employee who satisfies the eligibility
requirements set forth in Article 2. In the event of the death
or
incompetency of a Participant, the term shall mean his personal
representative or guardian. An individual shall remain a
Participant
until that individual has received full distribution of any
amount
credited to the Participant's Account.
1.14 "Participating
Employer" means any Affiliated Company which is
designated by the Board as a Participating Employer under the Plan
and
whose designation as such has become effective upon acceptance of
such
status by the board of directors of the Affiliated Company. A
Participating Employer may revoke its acceptance of such
designation at
any time, but until such acceptance has been revoked, all the
provisions of the Plan and amendments thereto shall apply to
the
Employees of the Participating Employer. In the event the
designation
as a
Participating Employer is revoked by the board of directors of
an
Affiliated Company, the Plan shall be deemed terminated only
with
respect to such Participating Employer.
1.15 "Plan" means the
Philadelphia Suburban Corporation Amended and Restated
Executive Deferral Plan as the same is set forth herein, and as it
may
be amended from time to time.
1.16 "Plan Year"
means the calendar year.
1.17 "Separates from
Employment" means the Employee's termination of
employment from the Employer for any reason. Except as
otherwise
provided herein, a Separation from Employment shall be deemed to
have
occurred on the last day of the Employee's service to the Employer
and
shall be determined without reference to any compensation
continuation
arrangement or severance benefit arrangement that may be
applicable.
1.18 "Thrift Plan"
means the Philadelphia Suburban Corporation Thrift Plan,
as it may be amended from time to time.
ARTICLE 2
Eligibility
2.1 Each
Employee shall be eligible to participate in the Plan on such
date
as is specified by the Committee. A list of the individuals
participating in the Plan on the Effective Date is attached hereto
as
Exhibit A; such list may be modified from time to time by the
Committee.
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ARTICLE 3
Benefits
3.1 The
Employer shall create and maintain on its books an Account for
each
Participant to which it shall credit amounts contributed to the
Plan
pursuant to this Article 3. The Employer shall also credit each
Participant's Account with deemed earnings for each Plan Year
in
accordance with the provisions of Article 8 hereof.
3.2 Prior to
the end of the first quarter of any Plan Year, or within 30
days after first being eligible to participate hereunder, a
Participant
may elect to have the Employer credit to the Participant's Account
(as
a result of payroll reduction) an amount equal to any whole
percentage
or dollar amount of the Participant's Bonus, if any, to be earned
for
such Plan Year. Prior to the first day of any calendar month in a
Plan
Year, a Participant may also elect to have the Employer contribute
to
the Participant's Account (as a result of payroll reduction) an
amount
equal to any whole percentage or dollar amount of the
Participant's
Base Salary for services to be rendered during the balance of such
Plan
Year. If an election is made to have a contribution credited to
the
Participant's Account for a Plan Year, the credit shall be made at
the
time that such amount would otherwise have been paid and shall
reduce
the Participant's Bonus or Base Salary, as applicable with respect
to
that Plan Year by a corresponding amount. The Committee may
establish
minimum or maximum amounts that may be deferred under this Section
and
may change such standards from time to time. Any such limits shall
be
communicated by the Committee to the Participants prior to the
commencement of a Plan Year.
3.3 Any
elections under this Article shall be made in writing on such
form
and at such time as the Committee shall specify consistent with
the
provisions of Section 3.2. Any election by a Participant pursuant
to
this Section 3.3 shall be irrevocable as to any credits made to
a
Participant's Account in a Plan Year and may not be modified in
any
respect.
3.4 For each Plan
Year, the Employer shall also credit to the Participant's
Account an amount equal to the excess of the contribution that
would
have been made by the Employer under the Thrift Plan on behalf of
the
Participant if it were not for the limitations imposed by the Code
over
the amount actually contributed by the Employer to the Thrift Plan
on
behalf of the Participant. In addition, the Employer may make
an
additional credit to each Participant's Account for any Plan Year
in
such amount as shall be approved by the Committee. Such credits
shall
be deemed to have occurred at the time such amounts would
otherwise
have been contributed to the Thrift Plan or at such other time as
is
specified by the Employer.
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ARTICLE 4
Distributions to Participants
4.1 A
Participant's benefit under the Plan shall be distributed in one
lump
sum, or, if at least $25,000 is credited to a Participant's
Account, in
12 annual installments (with the balance to be distributed
continuing
to be credited with deemed earnings for each subsequent Plan Year
in
accordance with the provisions of Article 8 hereof) equal to
1\12,
1\11, 1\10\, 1\9, 1\8, 1\7, 1\6, 1\5, 1\4, 1\3, 1\2, and 1\1 of
the
balance then credited to the Participant's Account, and shall be
paid,
or commence, as soon as practicable following the completion of
the
valuation of the Participant's Account for the last day of the
month in
which the Participant Separates from Employment; provided however,
that
each Participant shall make an election, in the form and manner
specified by the Committee, as to the form of payment on or before
the
end of the year preceding the year of payment. If no such election
has
been made by the first day of the year in which the Participant
Separates from Employment then distribution shall be delayed and
shall
be made, or commence, as soon as practicable after the first day of
the
year following the year in which the Participant Separates from
Employment. Notwithstanding anything herein to the contrary, in
the
event that such a Participant
