Exhibit
10.10
SCANA CORPORATION
SHORT-TERM ANNUAL INCENTIVE
PLAN
(As Amended and
Restated
Effective
January 1, 2005)
SCANA CORPORATION
SHORT-TERM ANNUAL INCENTIVE
PLAN
TABLE OF CONTENTS
Page
SECTION 1. PURPOSE AND
EFFECTIVE DATE
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Effective Date
of the Plan
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SECTION 3. ELIGIBILITY AND
PARTICIPATION
SECTION 4. INCENTIVE
AWARDS
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Performance
Criteria and Measurement
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Preliminary
Determination
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Partial Year of
Participation
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SECTION 5. FORM AND TIMING
OF PAYMENT
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Form and Timing
of Payment
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Termination of
Employment for Reasons Other Than Death, Disability or
Retirement
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SECTION 6. BENEFICIARY
DESIGNATION
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Designation of
Beneficiary
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SECTION 7. CHANGE IN CONTROL
DISTRIBUTIONS
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Change in
Control Distributions
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SECTION 8. GENERAL
PROVISIONS
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Employment/Participation Rights
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Nonalienation
of Benefits
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SECTION 9. PLAN
ADMINISTRATION, AMENDMENT AND TERMINATION
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Finality of
Determination
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Amendment and
Termination
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SCANA
CORPORATION
SHORT-TERM ANNUAL INCENTIVE
PLAN
(As Amended and
Restated Effective January 1, 2005)
SECTION 1. PURPOSE AND EFFECTIVE
DATE
1.1 Purpose of the Plan . The SCANA Corporation Short-Term Annual
Incentive Plan (“Plan”) is an annual incentive
compensation plan having as its purpose the rewarding of superior
performance with a variable component of pay. The Plan provides as
an element of compensation an award amount tied to certain annual
performance goals. The Plan is intended to support the achievement
of the Corporation’s strategic business and financial goals
in order to increase shareholder value by attracting and retaining
a high caliber of employees who are capable of improving the
Corporation’s business results. In furtherance of this
purpose, the Plan is intended to produce a competitive incentive
bonus package that correlates the compensation of such employees
with the performance of the Corporation.
1.2 Effective Date of the Plan
. The effective date of this Amended
and Restated Short-Term Annual Incentive Plan shall be January 1,
2005.
2.1 Definitions . Whenever used herein, the following terms
shall have the meanings set forth below, unless otherwise expressly
provided herein or unless a different meaning is plainly required
by the context, and when the defined meaning is intended, the term
is capitalized:
(a) “ Beneficial Owner ” shall
have the meaning ascribed to such term in Rule 13d-3 of the General
Rules and Regulations under the Exchange Act.
(b) “ Beneficiary ” means any
person or entity who, upon a Participant’s death, is entitled
to receive the Participant’s benefits under the Plan in
accordance with Section 8 hereof.
(c) “ Board ” means the Board of
Directors of the Corporation.
(d) “ Change in Control ” means a
change in control of the Corporation of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Exchange Act, whether or not
the Corporation is then subject to such reporting requirements;
provided that, without limitation, such a Change in Control shall
be deemed to have occurred if:
(1) Any Person (as defined in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a “group” as defined in Section 13(d)) is or
becomes the Beneficial Owner, directly or indirectly, of
twenty-five percent (25%) or more of the combined voting power of
the outstanding shares of capital stock of the
Corporation;
(2) During any period of two (2) consecutive years
(not including any period prior to December 18, 1996) there shall
cease to be a majority of the Board comprised as follows:
individuals who at the beginning of such period constitute the
Board and any new director(s) whose election by the Board or
nomination for election by the Corporation’s stockholders was
approved by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors at the beginning of
the period or whose election or nomination for election was
previously so approved;
(3) The issuance of an Order by the Securities and
Exchange Commission (SEC), under Section 9(a)(2) of the Public
Utility Holding Company Act of 1935 (the “1935 Act”),
authorizing a third party to acquire five percent (5%) or more of
the Corporation’s voting shares of capital stock;
(4) The shareholders of the Corporation approve a
merger or consolidation of the Corporation with any other
corporation, other than a merger or consolidation which would
result in the voting shares of capital stock of the Corporation
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting
shares of capital stock of the surviving entity) at least eighty
percent (80%) of the combined voting power of the voting shares of
capital stock of the Corporation or such surviving entity
outstanding immediately after such merger or consolidation; or the
shareholders of the Corporation approve a plan of complete
liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the
Corporation’s assets; or
(5) The shareholders of the Corporation approve a
plan of complete liquidation, or the sale or disposition of South
Carolina Electric & Gas Company (hereinafter SCE&G), South
Carolina Pipeline Corporation, or any subsidiary of SCANA
designated by the Board of Directors of SCANA as a “Material
Subsidiary,” but such event shall represent a Change in
Control only with respect to a Participant who has been exclusively
assigned to SCE&G, South Carolina Pipeline Corporation, or the
affected Material Subsidiary.
(e) “ Code ” means the Internal
Revenue Code of 1986, as amended.
(f) “ Committee ” means the Human
Resources Committee of the Board. Any references in this Plan to
the “Committee” shall be deemed to include references
to the designee appointed by the Committee under Section
9.4.
(g) “ Corporation ” means SCANA
Corporation, a South Carolina corporation, or any successor
thereto, or any of its subsidiaries.
(h) “ Employee ” means a person
who is actively employed by the Corporation and who falls under the
usual common law rules applicable in determining the
employer-employee relationship.
(i) “ Exchange Act ” means the
Securities Exchange Act of 1934, as amended.
(j) “ Incentive Award ” means a
payment made pursuant to the Plan at the end of a Performance
Period.
(k) “ Officer ” means an Employee
who serves as an administrative executive and who is classified on
the employment records of the Corporation as an officer.
(l) “ Participant ” means an
individual satisfying the eligibility requirements of Section
3.
(m) “ Performance Period ” means
each Year.
(n) “ Plan ” means this Amended
and Restated Short-Term Annual Incentive Plan.
(o) “ Senior Staff ” means those
Officers who are classified on the employment records of the
Corporation as senior staff.
(p) “ Target Incentive Award ”
refers to a specified percentage of annual base salary.
(q) “ Year ” means a calendar
year.
2.2 Gender and Number . Except when otherwise indicated by the
context, any masculine terminology used herein also shall include
the feminine and the feminine shall include the masculine, and the
use of any term herein in the singular may also include the plural
and the plural shall include the singular.
SECTION 3. ELIGIBILITY AND
PARTICIPATION
3.1 Eligibility . Eligibility in the Plan is restricted to (a)
Employees eligible to participate in the Plan prior to January 1,
2005; and (b) effective January 1, 2005: (i) Employees with an
annual base salary that is greater than or equal to $90,000; (ii)
Senior Staff of the Corporation; or (iii) Officers of the
Corporation.
3.2 Participation . Participation in the Plan is restricted to (a)
those Employees and Officers of the Corporation who are eligible to
participate in the Plan pursuant to Section 3.1 of the Plan
(automatic participation), and (b) those Employees who are
determined to be eligible for participation in the Plan, in the
discretion of the Committee based on its review of those eligible
for participation. Participation will be reevaluated and determined
at least once during the Performance Period.
SECTION 4. INCENTIVE
AWARDS
4.1 General . The objective of the Plan is to link
compensation to the achievement of certain performance goals
established by the Corporation. The Target Incentive Award is
payable to the Participant after the end of the Performance Period,
provided the performance goals as described in Section 4.3 have
been met.
4.2 Target Incentive Award . Upon selection for participation in the Plan
pursuant to Section 3.2, Participants are granted Target Incentive
Awards equal to a percentage of their annual base salary at the end
of the Performance Period. Target Incentive Awards for each
Performance Period are designated for each Participant as an amount
equal to a designated percentage of the Participant’s annual
base salary. The Target Incentive Award for Senior Staff and
Officers of the Corporation shall be determined by the Committee in
accordance with the specific salary grade as reflected in Appendix
A hereof. The Target Incentive Award for all other Participants
shall be determined by Senior Staff, in its discretion.
4.3 Performance Criteria and Measurement
. Senior Staff shall establish the
specific performance criteria for each Participant; provided,
however, that the Board shall establish the performance criteria
for the Chief Executive Officer. Performance criteria shall include
performance goals based on Corporation earnings per share, business
unit and/or individual goals. Performance goals for each business
unit are reviewed annually by the Committee following a review of
the annual performance for the prior Year. Except with respect to
the Chief Executive Officer of the Corporation, the
Participant’s direct supervisor determines whether individual
performance goals have been met. The Board determines whether the
individual performance goals for the Chief Executive Officer have
been met.
4.4 Preliminary Determination
. Subject to Sections 4.5 and 4.6,
the performance achieved during each Performance Period will
preliminarily indicate a determination of the actual amount payable
under this Plan as a percentage of the Target Incentive Award
otherwise determined under Section 4.2 in accordance with
following:
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Goal
Weighting
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Participant Category
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If
Earnings Per Share Goal is met,
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If
Business Unit and/or Individual Goals are met,
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Senior
Staff
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50% of Target
Incentive Award is Payable
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50% of Target
Incentive Award is Payable
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Officers
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50% of Target
Incentive Award is Payable
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50% of Target
Incentive Award is Payable
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Other
Participants
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50% of Target
Incentive Award is Payable
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50% of Target
Incentive Award is Payable
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Only if both Earnings Per Share
Goals and Business Unit and/or Individual Goals are met will 100%
of the Target Incentive Award be payable.
4.5 Discretionary Adjustment . After calculation of the amount determined
under Section 4.4, the Committee (or the Board in the case of the
Chief Executive Officer), in its sole discretion may increase or
decrease any award otherwise payable hereunder to any or all
Participants by an amount up to 20% of the otherwise payable
Incentive Award. Notwithstanding the foregoing, the Committee may
redefine for any Performance Period the above category levels of
performance as well as the respective payout percentages of Target
Incentive Awards.
4.6 Final Determination . The Committee will review the award amounts
determined based on the performance achieved and, in its sole
discretion, adjust the final payout amounts, not to exceed plus or
minus 50% of Target Incentive Award, for all Participants in
accordance with the purposes of this Plan to reflect individual
performance and/or extraordinary circumstances.
In making adjustments, the
Committee may consider factors such as, but not limited to, the
following:
(a) Significant acquisitions (or divestitures)
within the Corporation’s affiliated group;
(b) Significant acquisitions or divestitures among
peer group companies; and
(c) Other unusual items of material
consequence.
4.7 Last Day Worked Rule . In order to receive a payment of a Target
Incentive Award hereunder, the Participant must be employed on the
last working day of the Performance Period, unless the Participant
has terminated employment during the Year on