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Exhibit 10.13
PHILADELPHIA SUBURBAN CORPORATION
DIRECTOR DEFERRAL PLAN
(as amended and restated effective January 1, 2003)
In recognition of the services provided by non-employee
directors,
Philadelphia Suburban Corporation wishes to
make a vehicle available to them
that will facilitate the provision of
additional retirement benefits to those
individuals under the terms and conditions
hereinafter set forth. The provisions
of this Plan reflect the effect of the
merger of the Consumers Water Company
1992 Deferred Compensation Plan for
Directors Plan B (the "Consumers Directors'
Plan") with and into the Philadelphia
Suburban Corporation Director Deferral
Plan effective as of January 1, 2003.
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 Retainer" means the annual amount of retainer paid by
the
Company to a Director for any calendar year
including meeting fees, committee
fees and fees for committee chairs.
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 PSC Board or the board of directors of an
Employer. "PSC Board" means the Board of
Directors of the Company.
1.6 "Committee" means the Compensation Committee of the PSC Board
which
shall act for the Company in making
decisions and performing specified duties
with respect to the Plan.
1.7 "Company" means Philadelphia Suburban Corporation and its
successors.
1.8 "Director" means each individual who serves as a
non-employee
member of the Board. "Former Director"
means an individual who was a participant
in the Consumers Directors' Plan and who is
eligible to participate in the Plan
as a result of the merger of the Consumers
Directors' Plan into the Plan as of
the Amendment Effective Date. In the event
of the death or incompetence of a
Participant, the term shall mean the
Participant's personal representative or
guardian.
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1.9 "Effective Date" means January 1, 1995. "Amendment Effective
Date"
means January 1, 2003.
1.10 "Employer" means the Company and/or any Participating
Employer,
either collectively or individually, as the
context requires.
1.11 "Participant" means (a) any Director and (b) any Former
Director.
1.12 "Participating Employer" means any Affiliated Company which
is
designated by the PSC 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 each Director 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.
1.13 "Plan" means the Philadelphia Suburban Corporation
Director
Deferral Plan as the same is set forth
herein, and as it may be amended from
time to time.
1.14 "Plan Year" means the calendar year.
1.15 "Termination from Service" means the Director's resignation
or
other termination from service as a member
of the Board for any reason. Except
as otherwise provided herein, a Termination
from Service shall be deemed to have
occurred on the last day of the Director's
service as a member of the Board.
With respect to the Participants who were
participants in the Consumers
Directors' Plan, "Termination from Service"
means the later of (i) the
Participant's resignation from service as a
member of the Board of Consumers
Water Company or termination from service
as a member of the Board for any
reason, if later and (ii) the Participant's
attainment of age 65.
ARTICLE 2
Eligibility
2.1 Each Director shall be eligible to participate in the Plan on
the
first day of the calendar quarter following
election as a Director. Former
Directors shall be eligible to participate
in the Plan as of the Amendment
Effective Date.
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.
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3.2 At least 30 days prior to the commencement of any calendar
quarter
in a Plan Year, a Director may elect to
have the Employer credit to the
Director's Account an amount equal to any
whole percentage or dollar amount (or
shares of stock of the Employer ("Shares")
to the extent that the Base Retainer
would otherwise be paid in Shares) of the
Director's Base Retainer, if any, to
be earned for the balance of such Plan
Year. If an election is made to have a
contribution credited to the Director's
Account for a Plan Year, the credit
shall be made at the time that such amount
would otherwise have been paid (or
Shares distributed) and shall reduce the
Director's Base Retainer 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 Directors prior to the
commencement of a Plan Year.
3.3 Any elections under this Article shall be made in writing on
such
form as the Committee shall specify. Any
election by a Director pursuant to this
Section 3.3 shall be irrevocable and may
not be modified in any respect.
ARTICLE 4
Distributions to Participants
4.1 A Participant's benefit under the Plan shall be distributed in
one
lump sum (including Shares to the extent
the Director elected to defer the
receipt of such Shares pursuant to Section
3.2), or, if the value of the
Participant's Account is at least $25,000,
in 12 annual installments (with the
balance to be distributed, including
Shares, if applicable, 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 has a Termination from Service;
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 has a Termination from
Service 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 has a Termination from
Service. Notwithstanding anything herein
to the contrary, (i) in the event that such
a Participant fails to make an
election, distribution shall be in the form
of one lump sum payment, including
Shares, paid as soon as practicable after
the first day of the year following
the date the Participant has a Termination
from Service and (ii)
