Exhibit 10.26
SUPPLEMENTAL RETIREMENT PLAN
AGREEMENT
[Applicable to VPs Pre
1-1-02]
This Supplemental Retirement Plan
(“SRP”) Agreement is made this ____ day of
____________, 2003, by and between ________________________ (the
“Officer”) and Alliant Energy Corporation (the
“Company”).
W I T N E S S E T
H :
WHEREAS, Alliant Energy wishes to provide supplemental
retirement benefits to a select group of senior executive
personnel, including the Officer, to ensure the overall
effectiveness of the Company’s executive compensation program
and that the Company will be able to attract, retain, and motivate
qualified senior executive personnel;
WHEREAS, the Company and the Officer have heretofore
entered into one or more agreements (the “Prior
Agreements”) providing supplemental retirement, deferred
compensation or similar benefits, which Prior Agreements are
identified in Appendix A hereto; and
WHEREAS, the Company and the Officer wish to enter into
this Agreement, which shall amend, restate, supersede and replace
any Prior Agreements;
NOW, THEREFORE,
the parties agree as
follows:
ARTICLE I
SCOPE OF
AGREEMENT
1.1
Effect on Prior Agreements . This
Agreement shall supersede and replace the Prior Agreements,
effective as of the date of this Agreement, and the parties shall
thereafter have no further rights or obligations under the Prior
Agreements.
1.2
Effect on Change of Control Agreements
. If the Officer is a party to an agreement which
is binding on the Company and which takes effect in the event of a
change in control, such agreement shall supersede and control over
the provisions of this Agreement in the event of any conflict
between the two.
1.3
No Contract of Employment . This
Agreement does not constitute an employment agreement between the
Officer and the Company. Nothing in this Agreement shall affect the
Company’s right to terminate the Officer’s employment
or position as an officer at any time, with or without
cause.
1.4
Effect on Other Benefits . Nothing in this Agreement shall modify, impair
or otherwise affect the rights of the Officer to participate in or
receive benefits under any other employee benefit plan of the
Company, it being understood that the rights of the Officer to
participate in or receive benefits under any such plan shall be
determined in accordance with the provisions of such plan and shall
not be affected by the provisions of this Agreement.
ARTICLE II
DEFINITIONS
2.1
Beneficiary means
the beneficiary or beneficiaries designated in writing by the
Officer on the form provided in Appendix B or, in default of such
designation or the failure of the designated beneficiaries to
survive the Officer, the Officer’s estate.
2.2
Board of Directors means the Board of Directors of Alliant Energy
Corporation or any committee of the Board which is designated by
the Board of Directors, or permitted by the Bylaws of the Alliant
Energy Corporation, to act on behalf of the Board of
Directors.
2.3
Continuous Employment means the Officer’s last continuous period
of employment with the Company immediately preceding the
Officer’s retirement. If the Officer has been continuously
employed by the Company since the merger of IES Industries Inc.,
WPL Holdings, Inc. and Interstate Power Company, the
Officer’s Continuous Employment shall also include his or her
last continuous period of employment with IES Industries Inc., WPL
Holdings, Inc. or Interstate Power Company, immediately preceding
the date of such merger. If the Officer’s Supplemental
Benefit is computed by using a Prior Employer Benefit as set forth
in Paragraph 3.1, part or all of the Officer’s service with
such prior employer(s) shall be treated as Continuous Employment as
determined by the Board of Directors.
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2.4
Dependent Child or Children means any child of the Officer who, on the date
of any payment under this Agreement, is 18 years of age or under,
is 24 years of age or under and is a “student” as
defined in Section 151(c)(4) of the Internal Revenue Code, or is a
“substantially handicapped person.” The term
“child” includes any naturally born or legally adopted
child; provided, in the case of an adopted child, that the adoption
became final prior to such child’s 18th birthday. The term
“substantially handicapped person” includes any person
who has a “physical or mental impairment which substantially
limits one or more major life activities,” as those terms are
defined in 29 C.F.R. Section 32.3.
2.5
Disabled means the
Officer has satisfied (and continues to satisfy) the requirements
for receiving disability benefits under the terms of the
Company’s long-term disability plan.
2.6
Earnings means the
Officer’s base salary, bonus and/or annual incentive pay for
personal services rendered to the Company. The Officer’s base
salary shall be treated as Earnings in the period in which it would
have been payable, regardless of any deferral elections. The
Officer’s bonus and/or annual incentive pay shall be treated
as Earnings in the calendar year in which it is earned, regardless
of when it is paid.
2.7
Final Average Earnings means the Officer’s average monthly
Earnings for the three consecutive calendar years out of the
Officer’s last ten calendar years of employment with the
Company that yields the highest average.
2.8
Internal Revenue Code means the Internal Revenue Code of 1986, as
amended.
2.9
Normal Retirement Date means the later of the Officer’s 62nd
birthday or the date on which the Officer completes ten years of
Continuous Employment.
2.10
Pension Plan means
any defined benefit pension plan of the Company or its subsidiaries
which is qualified under Section 401(a) of the Internal Revenue
Code and from which the Officer is entitled to a benefit. Pension
Plan also means the nonqualified Alliant Energy Excess Retirement
Plan from which the Officer may be entitled to a
benefit.
2.11
Prior Employer Benefit means, as determined by the Board of Directors,
part or all of the monthly amounts payable to the Officer or the
Officer’s Surviving Spouse from any of the Officer’s
prior employers’ qualified or non-qualified defined benefit
pension or similar type of plans, which are attributable to the
prior employers’ contributions to such plans.
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2.12
Supplemental Benefit means the benefit described in Paragraph 3.1 and
payable to the Officer pursuant to Articles III, IV or
V.
2.13
Surviving Spouse means the individual, if any, who is legally
married to the Officer at the time of the Officer’s
death.
ARTICLE III
NORMAL RETIREMENT
BENEFIT
3.1
Supplemental Benefit .
(a) Subject
to the following provisions of this Article III, if the Officer
remains a full-time employee and remains a Company officer until
his or her Normal Retirement Date, the Officer shall receive a
Supplemental Benefit equal to 60% of the Officer’s Final
Average Earnings, reduced by the sum of:
(i) the
monthly benefit payable to the Officer from the qualified Pension
Plan;
plus
(ii) the
monthly benefit payable to the Officer from the nonqualified
Pension Plan;
plus
(iii) the
monthly amount of the Officer’s Prior Employer
Benefit.
The Supplemental Benefit shall be
paid in (A) equal monthly installments, commencing on the first day
of the month following the Officer’s retirement from the
Company as both an officer and an employee and ending when 216
monthly payments have been made to the Officer, (B) a single lump
sum, or (C) an annual installment option with installment payments
for up to a maximum of ten years. The Officer must indicate the
desired form of payment by submitting a distribution election form
to the Company at least 12 months before his or her retirement date
(the most recent election on file 12 months prior to the retirement
date being the “Valid Election”). As a transition
exception, an election filed by August 31, 2003 will be a Valid
Election with respect to a retirement date on or after January 1,
2004. If no Valid Election is on file, the default election is the
monthly installment option described in (A) above.
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If the Officer elects an annual
installment option as described in (C) above, the lump sum value
determined under (B) above will be the initial account used to
determine annual installment payments. This initial account will be
credited interest in accordance with the Alliant Energy Key
Employee Deferred Compensation Plan’s (“KEDCP”)
Interest Account crediting rates and administrative procedures. The
lump sum payment or the first annual installment payment shall be
made within 60 days after the Officer’s retirement or within
60 days after the last day of the calendar year in which the
Officer retires, as elected by the Officer in the Valid Election.
Each annual installment after the first shall be paid within 31
days after the last day of the calendar year in which the previous
installment was paid.
(b) For
the purposes of Subparagraph (a), the amount of the Officer’s
monthly benefit from the Pension Plan shall be determined as
follows:
(i) If
the Officer receives a joint and survivor annuity from the Pension
Plan and the Officer’s Surviving Spouse is the joint
annuitant, the Officer’s monthly benefit from the Pension
Plan shall be the monthly amount payable to the Officer under such
joint and survivor annuity.
(ii) If
the Officer receives a single life annuity from the Pension Plan,
the Officer’s monthly benefit from the Pension Plan shall be
the monthly amount payable to the Officer under such single life
annuity.
(iii) If
the Officer receives any other form of payment from the Pension
Plan, such other form of payment shall be converted to an
actuarially equivalent single life annuity, using the actuarial
assumptions then in use for such purpose under the Pension Plan,
and the Officer’s monthly benefit from the Pension Plan shall
be the monthly amount that would be payable to the Officer under
such single life annuity.
(iv) If
a portion of the Officer’s benefits under the Pension Plan
has been awarded to an Alternate Payee pursuant to a qualified
domestic relations order, as defined in Section 414(p) of the
Internal Revenue Code, the Officer’s monthly benefit from the
Pension Plan shall be deemed to be the amount that would have been
payable to the Officer if no such order had been
entered.
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(v) The
Officer’s monthly benefit from the Pension Plan shall be
determined as though it had commenced on the same date as the
Officer’s Supplemental Benefit, regardless of when the
Officer’s Pension Plan benefit actually commences.
(vi) Any
increase in the monthly amount of the Officer’s Pension Plan
benefit adopted after the initial calculation of benefits hereunder
shall correspondingly reduce the monthly amount of the
Officer’s Supplemental Benefit pursuant to Paragraph
3.1(a)(A) unless the Board of Directors provides by resolution that
the Supplemental Benefit shall not be so reduced. No adjustments
shall be made to the lump sum benefit or the installment benefits
pursuant to Paragraph 3.1(a)(B) or (C).
(c) For
the purposes of Subparagraph (a), the monthly amount of the
Officer’s Prior Employer Benefit shall be determined, and
shall be included in the computation of the Supplemental Benefit,
in the sole and absolute discretion of the Board of
Directors.
(d) The
lump sum payment amount provided under Paragraph 3.1(a) shall be
determined by converting the monthly installment benefit described
in Paragraph 3.1(a) into an actuarially equivalent lump-sum value,
using the SRP lump-sum discount rate, which will be based on the
lessor of (i) the 12-month average of 10-year Treasury Yields
(meaning Federal Reserve U.S. Treasury ten-year actively traded
securities) in effect as of the beginning of the calendar year in
which the lump sum benefit is paid or (ii) the FAS interest rate in
effect as of the beginning of the calendar year in which the lump
sum benefit is paid. The Board of Directors, however, reserves the
right to modify the discount rate for eligible executives at its
discretion, provided that the Board shall give 12 months’
notice before increasing the discount rate (thereby giving Officers
the opportunity to make new distribution elections should they so
choose). The mortality table shall be the same table as then in use
for determining lump sums under the Alliant Energy Cash Balance
Pension Plan.
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3.2
Officer’s Death After Retirement
.
(a) If
the Officer dies after receiving at least 144 monthly Supplemental
Benefit payments pursuant to Paragraph 3.1(a)(A), the
Officer’s Supplemental Benefit shall terminate upon the
Officer’s death (with the full monthly payment being made for
the month in which such death occurs), and the Company shall have
no further obligation to make any payments under this
Paragraph.
(b) If
the Officer dies after the commencement of Supplemental Benefit
payments pursuant to Paragraph 3.1(a)(A) but prior to receiving 144
monthly payments, the Officer’s Surviving Spouse (if any)
shall continue to receive the amount of the monthly payments paid
to the Officer for the month prior to death until the date on which
the Officer and such Surviving Spouse have received a total of 144
monthly payments. If both the Officer and the Officer’s
Surviving Spouse die before they have received a total of 144
monthly payments, the amount of the monthly payments paid to the
Officer for the month prior to death shall continue to be paid to
the Officer’s Dependent Children until a total of 144 monthly
Supplemental Benefit payments have been made to the Officer, the
Officer’s Surviving Spouse, and the Officer’s Dependent
Children. If a payment to Dependent Children is due on a date when
there is more than one Dependent Child, such payment shall be
equally divided among those persons who qualify as Dependent
Children on the dat
