Exhibit
10.1
SALIENT FEATURES OF
LACLEDE GAS COMPANY
DEFERRED INCOME PLAN II
FOR
DIRECTORS AND SELECTED
EXECUTIVES
(As amended and restated, effective
as of January 1, 2005)
Purpose of
Plan
Laclede Gas
Company (the “Company”) adopted the Deferred Income
Plan II, which benefits earned and vested there under as of
December 31, 2004 are not subject to Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”)
(the “Grandfathered Plan”). As a result of
the enactment of Code Section 409A, the Company adopted, as of
January 1, 2005, The Laclede Group, Inc. Deferred Income
Plan (“Group Plan”), which governs amounts earned and
vested on January 1, 2005 and
thereafter. Effective as of January 1, 2005,
no additional amounts shall be deferrable to this Grandfathered
Plan. Unless otherwise stated, all references herein to
the “Plan” shall mean this “Grandfathered
Plan.” The purpose of the Grandfathered Plan is to
further the long-term growth and earnings of the Company by
providing increased incentives to Directors and key executives
(including, but not limited to, Officers), thereby improving the
Company’s ability to attract and retain the services of
outstanding individuals.
The Plan is
designed to enhance the value of current compensation paid to such
individuals by permitting a portion of such compensation to be
deferred with such deferrals forming the basis for attractive
retirement income benefits or, in the case of death before
retirement, annual survivor income benefits.
Plan
Year
The Plan shall
have an initial short Plan Year of October 1, 1993 to
December 31, 1993 during which short Plan Year only
Officers and other key executive employees (but not non-employee
Directors) shall be eligible to make deferrals. After
the initial short Plan Year, a Plan Year shall be a calendar year
and all Participants (regardless of whether they are Officers,
other key executives, or non-employee Directors) shall be eligible
to make deferrals.
Applicability
The Plan will
be made available to Directors, Officers and selected key
executives of the Company at salary level grade 9, 10,11 (now known
as grade level 15 and higher) for the respective periods described
herein (“Participants”).
Amounts of
Deferral
The
Company’s Board of Directors shall determine on an annual
basis the Plan Years during which deferrals shall be allowed under
the Plan. Non-employee Directors will be permitted to
defer up to 100% of fees and retainers in each year in which
deferrals for them are allowed. The deferral by other
Participants shall not exceed 15% of the Participant’s annual
salary level (excluding incentive compensation) as of
August 31, 1993 in the case of the Plan Years commencing
October 1, 1993 and January 1, 1994 and as of
the November 1 immediately preceding each other Plan
Year. The minimum amount of deferral in any Plan Year
will be $3,000 for each Participant. Participants shall
designate the amount of scheduled deferrals for the upcoming Plan
Year in which deferrals are allowed and such designated deferral
amounts shall not be changed without the approval of the
Compensation Committee; provided, however, that any such change
approved by the Compensation Committee shall apply only with
respect to deferrals of compensation earned after the date of the
change, and amounts already deferred under the Plan shall not be
refunded or returned until payable as Retirement Income Benefits or
Survivor Income Benefits. An election to defer must be
made prior to October 1, 1993 in the case of the short
Plan Year commencing October 1, 1993, and prior to the
December 1 immediately preceding each other Plan Year;
provided that: (i) those persons eligible to make deferrals for the
short Plan Year commencing October 1, 1993 must make
their deferral election for calendar year 1994 deferrals by
October 1, 1993, and (2) a person who becomes a new
Participant after September 30, 1993 may, within 30 days
following his or her selection as a Participant, elect to defer
compensation to be earned after the date of such
election. The annual salary deferral shall be in uniform
monthly amounts.
Retirement
Income Benefits
The amount of
annual retirement income benefit depends on the amount of the
compensation deferred, the ages at which deferrals are made and the
Participant’s age at time of
retirement. Retirement income benefits are normally
level annual benefits payable to a Participant for a period of 15
years certain following retirement, but extending for life if
retirement occurs at age 65 or older, with the first annual benefit
payable within 31 days after retirement.
