Exhibit 10.2
January 2009
TVA DEFERRED COMPENSATION
PLAN
This Deferred Compensation Plan
(“Plan”) constitutes an agreement between TVA and its
managerial employees who are subject to it
(“Participants”). The purposes of this Plan
are to provide Participants (i) with deferrals of compensation in
order to provide income to supplement retirement benefits, (ii) an
additional means of deferring taxes on deferred compensation, and
(iii) an opportunity to earn a notational investment return on
deferred compensation.
Section
1 Definitions
“Account” means the account
established on TVA’s books in the name of each Participant to
which compensation deferred by the Participant pursuant to any of
TVA’s compensation plans, or deferred compensation awarded to
the Participant by TVA, as well as any notational investment
earnings on such compensation, is accounted for in the form of
credits.
“Board” means the Board of Directors
of the Tennessee Valley Authority.
“Committee” means a group of three
persons appointed by the Board or its delegatee to administer the
Plan.
“Dependent” means the same as the
term “dependent” as defined in Internal Revenue Code
section 152, without regard to section 152(b)(1), (b)(2), and
(d)(1)(B).
“Interest” means the notational
interest on a Participant’s Account balance based on an
annual interest rate set from time to time by TVA’s Chief
Financial Officer or his or her designee.
“Participant” shall mean any
employee of the Tennessee Valley Authority who is eligible under
any of TVA’s other compensation plans (i) to defer
compensation earned during a year to a later year, or (ii) to
receive deferred compensation credits. Participants
shall not include the members of the TVA Board of
Directors.
“Return” means the notational
investment return on a Participant’s Account balance based on
the change in the value of the mutual funds designated by the
Participant.
“Recordkeeper” means the
organization selected by TVA to recordkeep the notational
investment return alternatives from which the Participant may
choose.
“Separation from Service” or
“separates from service” means the same as the term
“separation from service” as defined in 26 CFR
§1.409A-1(h) of the Internal Revenue Code section 409A final
regulations.
“Source” means a division within
each Participant’s Account to which deferred compensation
credits are assigned based on the form of payment for such deferred
compensation.
“Unforeseeable Emergency” means the
same as the term “unforeseeable” as defined in 26 CFR
§1.409A-3(i)(3) of the Internal Revenue Code section 409A
final regulations.
Section
2 Deferred Compensation Plan Credits
|
|
There shall be
established for each Participant an Account in the name of the
Participant. Each Participant’s Account will
consist of one or more Sources.
|
|
|
A
Participant’s Account shall be credited with any compensation
amounts that the Participant earns during any year and properly
elects to defer to a later year pursuant to any TVA compensation
plan that allows deferral elections.
|
|
|
From time to
time the Board or the Board’s delegatee , in the sole
discretion of the Board or its delegatee , may award deferred
compensation credits to a Participant’s
Account. At the time of award, the Board or its
delegatee shall designate the manner in which such deferred
compensation credits shall be paid out to the
Participant. In the absence of such a designation, such
deferred compensation credits shall be paid out to the Participant
in a lump sum upon Separation from Service in accordance with
Section 3.A.1a below.
|
|
|
The Board (or
its delegatee) may consider such factors as the following in
determining whether to award deferred compensation credits to a
Participant and the amount of deferred compensation credits to be
awarded pursuant to Section 2.C above:
|
|
|
|
providing
Participants with total compensation equivalent to prevailing rates
in corporate, professional, and other public
organizations;
|
|
|
|
the need to use
deferred compensation credits for recruitment purposes;
|
|
|
|
such other
factors as may be deemed appropriate.
|
|
|
Each
Participant’s Account will receive Interest calculated on the
ending daily balance in each Participant’s Account and
credited to the Account by the Recordkeeper at the end of each
month. In lieu of Interest, each Participant may elect
to have all or a portion of the Participant’s Account
adjusted by the Return tied to one or more mutual funds available
to Participants through the Recordkeeper as selected by the
Participant. TVA is not responsible for the effect on
the Participant’s Account of decisions by any Participant who
elects to receive the Return tied to mutual funds as
|
