Exhibit 10.27
SAVINGS
EQUALIZATION PLAN
OF NEW
JERSEY RESOURCES CORPORATION
Originally Effective as of February 27, 1991
Amended
and Restated as of January 1, 2009
Exhibit 10.27
SAVINGS EQUALIZATION
PLAN
OF NEW JERSEY RESOURCES
CORPORATION
The Savings Equalization Plan of New
Jersey Resources Corporation (the "Plan") was originally authorized
and adopted by the Board of Directors of New Jersey Resources
Corporation (the "Corporation") effective as of February 27, 1991,
was amended and restated effective as of January 1, 2005, and is
now amended and restated effective January 1, 2009. The purpose of
the Plan is to provide certain supplemental benefits to certain
select management or highly compensated employees who are
participants in the New Jersey Resources Corporation
Employees’ Retirement Savings Plan (the "Qualified
Plan").
Benefits provided under the Plan are
employer matching contributions that would have been made to the
Qualified Plan on behalf of participating employees but for the
limitations on compensation and contributions imposed by Sections
401(a)(17), 401(k), 401(m) and 415 of the Internal Revenue
Code.
All benefits payable under the Plan,
which is intended to constitute both an unfunded excess benefit
plan under Section 3(36) of Title I of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), and
a nonqualified, unfunded deferred compensation plan for a select
group of management or highly compensated employees under Title I
of ERISA, shall be paid out of the general assets of the
Corporation. The Corporation may establish and fund a trust in
order to aid it in providing benefits due under the
Plan.
Benefits payable to any participant
of the Plan who terminated employment before January 1, 2005 shall
be governed by the provisions of the Plan as in effect at the
relevant time, except as otherwise specifically stated elsewhere
herein. Benefits not vested as of December 31, 2004 or accruing
under the Plan on or after January 1, 2005 and respective related
interest thereon are subject to the provisions of Code Section
409A. Benefits accrued and vested under the provisions of the Plan
as of December 31, 2004 on behalf of any other Participant (and
interest credited thereon) are not subject to the provisions of
Code Section 409A, unless the provisions of the Plan relating to
such benefits are materially modified after October 3, 2004, and
shall be separately accounted for. On and before December 31, 2008,
to the extent applicable, the Plan has been administered in good
faith compliance with the provisions of Section 409A of the
Code as enacted by the American Jobs Creation Act of 2004 and
applicable regulations and other guidance issued thereunder,
including but not limited to the applicable transition rules
(collectively “Code Section 409A”).
Exhibit 10.27
SAVINGS EQUALIZATION
PLAN
OF NEW JERSEY RESOURCES
CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.02 Termination
of Participation
|
|
|
|
|
|
ARTICLE III EMPLOYER
CONTRIBUTIONS
|
|
|
|
|
|
|
|
|
|
|
3.02 Amount
of Supplemental Employer Matching Contributions
|
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE IV PAYMENT OF
ACCOUNT
|
|
|
|
|
|
|
4.01 Payment
of Account Upon Termination of Employment
|
|
|
|
|
|
|
|
4.03 Timing
of Payment for a “Specified Employee”
|
|
|
|
|
|
ARTICLE V PLAN
ADMINISTRATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARTICLE VI GENERAL
PROVISIONS
|
|
|
|
|
|
|
|
|
|
|
6.02 Discontinuance
and Amendment
|
|
|
|
|
|
|
|
6.04 Plan
Not a Contract of Employment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SAVINGS EQUALIZATION
PLAN
OF NEW JERSEY RESOURCES
CORPORATION
ARTICLE I
DEFINITIONS
The following terms when capitalized
herein shall have the meanings assigned below:
|
|
Accounts shall mean the Pre-2005 Account and the 409A
Account maintained on the books of the Corporation on behalf of
each Participant pursuant to this Plan.
|
|
|
Affiliate shall mean any division, subsidiary or
affiliated company of the Corporation, which is an
“Affiliate” as defined in the Qualified Plan but only
to the extent such “Affiliate” is treated as the
Corporation for purposes of the applicable provisions of Code
Section 409A.
|
|
|
Beneficiary
shall mean the person or persons to
whom a deceased Participant’s benefits are payable, as
provided in Section 4.02.
|
1.04
Code shall mean the Internal Revenue Code of 1986, as
amended from time to time.
|
|
Committee shall mean the Benefit Administration Committee
of the Corporation or any successor thereto.
|
|
|
Corporation
shall mean New Jersey Resources
Corporation, or any successor by merger, purchase or
otherwise.
|
1.07
Effective Date shall mean February 27, 1991.
1.08
Eligible Employee shall mean a person:
|
|
who is employed by the Corporation
or a wholly-owned subsidiary of the Corporation;
|
|
|
|
|
|
who is a participant of the
Qualified Plan; and
|
|
|
|
|
|
whose Employer Matching
Contributions under the Qualified Plan are restricted by the
compensation limitations under Section 401(a)(17) of the Code, the
actual deferral percentage test under Section 401(k) of the Code,
the actual contribution percentage test under Section 401(m) of the
Code, or the contribution limitations under Section 415 of the
Code.
|
|
|
Employer Matching
Contributions shall mean
“Employer Matching Contributions” as such term is
defined under the Qualified Plan.
|
|
|
ERISA shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time.
|
|
|
409A Account
shall mean the bookkeeping account
(or subaccounts thereof) maintained for each Participant to record
all amounts credited on his or her behalf under Section 3.02 on or
after January 1, 2005 and any related deemed interest on such
amounts and all amounts credited to his or her Accounts as of
December 31, 2004 in which he or she is not vested as of December
31, 2004 and any related deemed interest on such
amounts.
|
|
|
Participant
shall mean an Eligible Employee who
is participating in the Plan pursuant to Section 2.01
hereof.
|
|
|
Plan shall mean the Savings Equalization Plan of New
Jersey Resources Corporation, as set forth herein or as amended
from time to time.
|
|
|
Plan Year shall mean the calendar year.
|
|
|
Pre-2005 Account
shall mean the bookkeeping account
(or subaccounts thereof) maintained for each Participant to record
the amounts credited on his or her behalf under Section 3.02 prior
to January 1, 2005 in which the Participant has a nonforfeitable
right to as of December 31, 2004 and any related deemed interest on
such amounts.
|
|
|
Qualified Plan
shall mean the New Jersey Resources
Corporation Employees’ Retirement Savings Plan, as amended
from time to time.
|
|
|
Separation from
Service shall mean the
death of a Participant or the retirement or other termination of
employment of the Participant such that he or she ceases to be an
employee of the Corporation and all Affiliates, provided that no
change in a Participant’s employment status shall be
considered a Separation from Service with respect to a
Participant’s 409A Account unless it would be treated as such
pursuant to Code Section 409A . A “separation from
service” will occur where it is reasonably anticipated that
no further services will be performed after that date or that the
level of bona fide services the Participant will perform after that
date (whether as an employee or independent contractor) will
permanently decrease to less than 50% of the average level of bona
fide services performed over the immediately preceding thirty-six
(36) month period. A Participant will be considered to
continue employment and to not have a Separation from Service while
on a leave of absence if the leave does not exceed 6 consecutive
months (29 months for a disability leave of absence) or, if longer,
so long as the Participant retains a right to reemployment with the
Corporation or Affiliate under an applicable statute or by
contract. For this purpose, a “disability leave of
absence” is an absence due to any medically determinable
physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not
less than 6 months, where such impairment causes the Participant to
be unable to perform the duties of his job or a substantially
similar job and is subject to the applicable Corporation’s or
Affiliate’s disability leave of absence policy.
|
|
|
Spouse shall mean a person of the opposite sex of the
Participant who is the Participant’s husband or wife as
provided in the Defense of Marriage Act of 1996.
|
|
|
Supplemental Employer Matching
Contributions shall mean
the amount credited to an Eligible Employee under Section
3.01.
|
|
|
Valuation Date
shall mean the last day of each
calendar quarter and such other day or days as the Committee may
select. All distributions under the Plan shall be based upon the
value of the Participant’s Account as of the Valuation Date
specified in Article IV with respect to the
distribution.
|
ARTICLE II
PARTICIPATION
An Eligible Employee shall become a
Participant of the Plan as of the date he or she is entitled to a
credit to his or her Account pursuant to Section 3.02.
2.02
Termination of Participation
A Participant's participation in the
Plan shall terminate upon the Participant's death or other
termination of employment with the Corporation and all Affiliates,
unless a benefit is payable under the Plan with respect to the
Participant or his or her Beneficiary under the provisions of
Article IV.
ARTICLE III
EMPLOYER
CONTRIBUTIONS
|
|
|
|
|
|
|
|
The Corporation or such
recordkeeper as the Corporation may designate shall establish and
maintain a separate bookkeeping Account(s) for each Participant.
For each year, the Corporation shall credit to the appropriate
Account the amounts described in this Article III. The
Corporation or the recordkeeper may maintain such additional
accounts or subaccounts as are appropriate for the administration
of the Plan. Periodically, each Participant shall be furnished with
a statement setting forth the value of his or her
Account.
|
|
|
Amount of Supplemental Employer
Matching Contributions
|
|
|
|
|
|
The amount of Supplemental
Employer Matching Contributions credited to a Participant’s
Account for a calendar quarter shall be equal to the excess of (a)
over (b) as determined below:
|
|
|
|
|
|
|
the Employer Matching Contributions
that would have been made to the Participant’s
“Employer Thrift Account” (as such term is defined
under the Qualified Plan) under the Qualified Plan, determined on
the basis that the Participant’s “Basic Savings”
(as such term is defined in the Qualified Plan) under the Qualified
Plan were made without regard to the limit
|
