SHIVELY SUPPLEMENTAL PENSION AGREEMENTEmployee Benefits Plan Agreement |
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LACLEDE GROUP INC | Robert E. Shively. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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SUPPLEMENTAL PENSION AGREEMENT
With Robert E. Shively
This Agreement is entered into by and between SM&P Utility Resources, Inc. (“SM&P”) and Robert E. Shively (“Shively”).
RECITALS
Whereas, Shively is an employee of Laclede Gas Company (“Laclede Gas”), a subsidiary of The Laclede Group, Inc. (“Group”), and is willing to transfer employment to SM&P, another subsidiary of Group;
Whereas, SM&P recognizes the value of Shively’s services and wishes to encourage his full-time employment at SM&P; and
Whereas, SM&P and Shively agree that SM&P shall provide Shively with deferred compensation that duplicates the rights and benefits Shively would have been entitled to under the Employee’s Retirement Plan of Laclede Gas Company (“Retirement Plan”) and the Laclede Gas Company Supplemental Retirement Benefit Plan (“SERP”), both as amended from time to time, as well as provide Shively with deferred compensation that duplicates the benefits Shively has accrued as Deferred Compensation under the Laclede Gas Company Incentive Compensation Plan (“ICP”) as of September 30, 2006;
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the parties agree as follows:
Article I – Definitions
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1.1 |
“Change in Control” shall mean the acquisition by one person, or more than one person acting as a group, other than Group and any of its affiliates, of ownership of stock of SM&P that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of SM&P; provided, however, that Change in Control shall not encompass a change in control of Group. This definition of Change in Control shall be interpreted in accordance with, and in a manner consistent with compliance with, the regulations under Section 409A of the Internal Revenue Code. |
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1.2 |
“ Code ” shall mean the Internal Revenue Code of 1986, as amended. |
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1.3 |
“ Disability ” shall mean if Shively (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits |
3440956.4
for a period of not less than 3 months under an accident and health plan covering employees of SM&P.
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1.4 |
“Earliest Retirement Date” means the earliest date Shively is eligible to receive payments from the Retirement Plan. |
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1.5 |
“Moody’s Corporate Bond Average” means the “Published Monthly Average Composite Yield on Seasoned Corporate Bonds” published by Moody’s Investor’s Service, Inc. (formerly known as Moody's Corporate Bond Yield Average -- Monthly Average Corporates) available at http://www.naic.org/research_moody.htm or a successor site. |
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1.6 |
“Retirement Plan” means the Employee’s Retirement Plan of Laclede Gas Company as amended from time to time. |
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1.7 |
“SERP” means the Laclede Gas Company Supplemental Retirement Benefit Plan as amended from time to time and any successor plan. |
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1.8 |
“Profit Sharing Funds” shall mean all funds derived from employer contributions, other than matching contributions under the Employees’ Profit Sharing and Salary Deferral Plan of SM&P Utility Resources, Inc., under SM&P’s Profit Sharing Plans and under any other profit-sharing plan of SM&P as may be adopted from time to time after the date of this Agreement. |
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1.9 |
“Profit Sharing Plans” shall mean the Employees’ Profit Sharing and Salary Deferral Plan of SM&P Utility Resources, Inc., together with its corresponding Adoption Agreement, and any successor plan and adoption agreement; and the Executive Non-Qualified Excess Plan of SM&P Utility Resources, Inc. and its corresponding Adoption Agreement, and any successor plan and adoption agreement; as well as any other profit-sharing, deferred compensation or pension plan of SM&P as may be adopted from time to time after the date of this Agreement. |
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1.10 |
“ Transfer Event ” shall mean Shively’s termination of employment with SM&P through transfer of employment to an affiliate. |
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“Termination of Employment” shall mean Shively’s separation from service from SM&P and its affiliates, as defined in IRS regulations under Section 409A of the Code. |
Article II – Nature of the Agreement
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2.1 |
Overview of Benefits Provided by this Agreement . This Agreement provides a deferred compensation benefit to Shively as described in more detail in Article III (“Pension Benefit Amount”) and a deferred compensation benefit to Shively as described in more detail in Article VI (“ICP Benefit Amount”). |
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2.2 |
Nature of Contract . Shively’s employment with SM&P, Group or any of their affiliates has been and will continue to be at will. Nothing contained in this Agreement shall be construed to be a contract of employment for any term, nor as conferring upon Shively the right to continue in the employ of SM&P, Group, or any of their affiliates in his present capacity or any other capacity. Nothing contained in this Agreement shall be construed to preclude termination of his employment at any time. It is expressly understood by the parties that this Agreement relates exclusively to additional compensation for Shively’s services and is not an employment contract. |
Article III – Calculation of Pension Benefit Amount
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3.1 |
Pension Benefit Amount Formula . Upon the earliest to occur of a Transfer Event, Termination of Employment or a Change in Control, such date being known as the Be |
