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CABOT OIL & GAS CORPORATION DEFERRED COMPENSATION PLAN

Executive Compensation Plan Agreement

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Cabot Oil & Gas Corporation

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Title: CABOT OIL & GAS CORPORATION DEFERRED COMPENSATION PLAN
Governing Law: Delaware     Date: 2/27/2009
Industry: Oil and Gas Operations     Sector: Energy

CABOT OIL & GAS CORPORATION DEFERRED COMPENSATION PLAN, Parties: cabot oil & gas corporation
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Exhibit 10.7

CABOT OIL & GAS CORPORATION

DEFERRED COMPENSATION PLAN

(As Amended and Restated Effective January 1, 2009)


TABLE OF CONTENTS

 

 

 

Page

ARTICLE I TITLE AND DEFINITIONS

 

1

1.1

  

Title

 

1

1.2

  

Definitions

 

1

ARTICLE II PARTICIPATION

 

6

ARTICLE III DEFERRAL ELECTIONS

 

7

3.1

  

Amount of Deferrals

 

7

3.2

  

Procedure for Elections

 

7

3.3

  

Investment Elections

 

8

3.4

  

Forms and Procedures

 

9

ARTICLE IV DEFERRAL ACCOUNTS AND TRUST FUNDING

 

10

4.1

  

Deferral Accounts

 

10

4.2

  

Company Discretionary Contribution Account

 

10

4.3

  

Trust Funding

 

11

ARTICLE V VESTING

 

12

ARTICLE VI DISTRIBUTIONS

 

13

6.1

  

Distribution of Deferred Compensation and Discretionary Company Contributions

 

13

6.2

  

Unforeseeable Emergency Distribution

 

14

6.3

  

Forfeiture of Unvested Amounts

 

15

6.4

  

Inability to Locate Participant

 

15

6.5

  

Installment Payments Deemed to be Separate Payments

 

15

6.6

  

Earnings

 

15

ARTICLE VII ADMINISTRATION

 

16

7.1

  

Committee

 

16

7.2

  

Committee Action

 

16

7.3

  

Powers and Duties of the Committee

 

16

7.4

  

Construction and Interpretation

 

17

7.5

  

Information

 

17

7.6

  

Compensation, Expenses and Indemnity

 

17

7.7

  

Quarterly Statements

 

17

7.8

  

Claims and Review Procedures

 

18

ARTICLE VIII MISCELLANEOUS

 

20

8.1

  

Unsecured General Creditor

 

20

8.2

  

Restriction Against Assignment

 

20

8.3

  

Withholding

 

20

8.4

  

Amendment, Modification, Suspension or Termination

 

20

8.5

  

Governing Law

 

21

8.6

  

Receipt or Release

 

21

8.7

  

Payments on Behalf of Persons Under Incapacity

 

21

 

i


8.8  

  

Limitation of Rights and Employment Relationship

 

21

8.9  

  

Headings

 

21

8.10

  

Section 409A

 

21

 

ii


CABOT OIL & GAS CORPORATION

DEFERRED COMPENSATION PLAN

WHEREAS, effective as of June 1, 1998, Cabot Oil & Gas Corporation (the “Company”) established the Cabot Oil & Gas Corporation Deferred Compensation Plan (the “Plan”) to provide supplemental retirement income benefits for a select group of management and highly compensated employees of the Company and certain of its subsidiary or related companies through deferrals of salary, bonus, performance share awards, Company contributions of certain amounts which cannot be made to the Company 401 (k) Plan due to Internal Revenue Code limitations, amounts payable under any Supplemental Executive Retirement Plan (“SERP”) Agreements to which a participant in this Plan is a party and certain Company discretionary contributions; and

WHEREAS, the Company subsequently amended certain provisions of the Plan, as set forth in the First and Second Amendments to the Plan; and

WHEREAS, the Company desires to amend the Plan to allow participants to defer the receipt of certain benefits in order to provide a regular stream of income during retirement in a manner that complies with Section 409A of the Internal Revenue Code of 1986, as amended, and to make certain other changes deemed necessary or appropriate, including prohibiting the deferral of performance shares from and after January 1, 2009;

NOW, THEREFORE, effective as of January 1, 2009, the Plan is hereby amended and restated, as follows:

ARTICLE I

TITLE AND DEFINITIONS

1.1 Title .

This Plan shall be known as Cabot Oil & Gas Corporation Deferred Compensation Plan.

1.2 Definitions .

Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

(a) “Account” or “Accounts” shall mean a Participant’s Deferral Account and Company Contribution Account.

(b) “Base Salary” shall mean a Participant’s annual base salary, excluding bonus, incentive and all other remuneration for services rendered to the Company and prior to reduction for any salary contributions to a plan established pursuant to Section 125 of the Code or qualified pursuant to Section 401(k) of the Code.


(c) “Beneficiary” or “Beneficiaries” shall mean the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in accordance with procedures established by the Committee to receive the benefits specified hereunder in the event of the Participant’s death. No beneficiary designation shall become effective until it is filed with the Committee. Any designation shall be revocable at any time through a written instrument filed by the Participant with the Committee with or without the consent of the previous Beneficiary. If there is no such designation or if there is no surviving designated Beneficiary, then the Beneficiary shall be the Participant’s surviving spouse, if any, or, if there is no surviving spouse, the Participant’s estate. Payment by the Company to the Beneficiary identified pursuant to the terms of this Section 1.2(c) if no such designation exists, of all benefits owed hereunder shall terminate any and all liability of the Company.

(d) “Board of Directors” or “Board” shall mean the Board of Directors of Cabot Oil & Gas Corporation.

(e) “Bonus” shall mean the bonus earned as of the last day of the Plan Year, provided a Participant is in the employ of the Company on the date on which such bonus is paid.

(f) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(g) “Committee” shall mean the Committee appointed by the Board to administer the Plan in accordance with Article VII.

(h) “Company” shall mean Cabot Oil & Gas Corporation and any successor corporations. “Company” shall include each corporation which is a member of a controlled group of corporations (within the meaning of Section 414(b) of the Code) of which Cabot Oil & Gas Corporation is a component member, if the Board provides that such corporation shall participate in the Plan.

(i) “Company Contribution Account” shall mean the bookkeeping account maintained by the Company for each Participant that, pursuant to Section 4.2, is credited with an amount equal to the applicable of the following: the Company Discretionary Contribution Amount, Matching Contributions, the Company DB SERP Contribution Amount, and earnings and losses.

(j) “Company Discretionary Contribution Amount” shall mean, if contributed by the Company for each Participant for a Plan Year, an additional discretionary amount allocated to a Participant under this Plan as determined by the Company. Such amount may differ from Participant to Participant both in amount, including no contribution, and as a percentage of Compensation.

(k) “Company DB SERP Contribution Amount” shall mean the amount of the benefit provided to the Participant under the terms of the supplemental employee retirement plan (“DB SERP”) agreement between the Company and the Participant; provided, however, that in no event shall a spousal death benefit payable under the terms of such DB SERP agreement be deemed to be a Company DB SERP Contribution Amount for purposes of this Plan.

 

2


(l) “Compensation” shall mean the amount of the Base Salary and Bonus that the Participant is entitled to receive for services rendered to the Company.

(m) “Deferral Account” shall mean the bookkeeping account maintained by the Committee for each Participant that, pursuant to Section 4.1, is credited with amounts equal to (i) the portion of Compensation that the Participant has elected to defer, (ii) the portion of any Performance Share Award that was credited to the Deferral Account prior to January 1, 2009 and (iii) earnings and losses.

(n) “Deferral Election” shall mean a written, electronic or other form of election permitted by the Committee pursuant to which a Participant may elect to defer a portion of his Compensation under the Plan.

(o) “Distributable Amount” shall mean the vested balance in the Participant’s Deferral Account and Company Contribution Account.

(p) “Effective Date” shall mean January 1, 2009.

(q) “Eligible Employee” shall mean members of the Company’s executive management group who are designated by the Company as eligible to participate in this Plan.

(r) “401 (k) Plan” shall mean the retirement plan maintained by the Company on the Effective Date that is intended to qualify under Sections 401(a) and 401(k) of the Code and any successor or replacement plan.

(s) “Fund” or “Funds” shall mean one or more of the investment funds selected by the Committee pursuant to Section 3.3(b).

(t) “Future Date Withdrawal” shall mean the distribution date elected by the Participant for the withdrawal of all amounts of Compensation, vested Matching Contributions and vested Company Discretionary Contribution Amounts deferred in a given Plan Year, and earnings and losses attributable thereto, as set forth on the election form for such Plan Year.

(u) “Interest” shall mean, for each Fund, an amount equal to the net rate of gain or loss on the assets of such Fund, as calculated on a daily basis.

(v) “Investment Fund Subaccount” means one of the separate subaccounts into which a Participant’s Deferral Account is divided pursuant to a Participant’s election under Section 3.3(a).

(w) “Matching Contribution” means, for a given Plan Year, 6% of Compensation minus the actual amount of matching contributions made to the Company’s 401(k) Plan by the Company provided, however, that in no event shall the Matching Contribution exceed the excess of the dollar limit imposed by Code Section 402(g) over the actual amount of matching contribution made to the 401 (k) Plan by the Company.

(x) “Participant” shall mean any Eligible Employee who becomes a Participant in this Plan in accordance with Article II.

 

3


(y) “Payment Date” shall mean

(i) except as provided in Section 1.2(y)(ii), the 15th business day following the earlier of (A) the date of Participant’s termination of employment or (B) the Participant’s death; and

(ii) in the case of a Participant who is a Specified Employee on the Payment Date otherwise applicable in Section 1.2(y)(i), the 15th business day following the earlier of (A) the expiration of six months following the date such Specified Employee separates from service or (B) the date of the Specified Employee’s death.

(z) “Performance Share Award” shall mean the amount payable to a Participant pursuant to the Performance Share Award Agreement between the Company and such Participant. Effective as of January 1, 2009, Performance Share Awards may not be deferred under the terms of this Plan.

(aa) “Plan” shall mean Cabot Oil & Gas Corporation Deferred Compensation Plan set forth herein, now in effect, or as amended from time to time.

(bb) “Plan Year” shall mean the period of twelve consecutive months beginning on each January 1 and ending on December 31.

(cc) “Retirement” shall mean the termination of employment by the Participant on or after

(i) with respect to an individual who is an Eligible Employee or Participant as of the Effective Date, the date of his attainment of age 55 with 10 years of active service with the Company; and

(ii) with respect to all other individuals, the date designated by the Committee at the time he is notified of his status as an Eligible Employee, which shall be either (A) the date of his attainment of age 55 with 10 years of active service with the Company or (B) the date of his attainment of age 65 with 5 years of active service with the Company.

(dd) “Section 409A” shall mean Section 409A of the Code and all related regulations and notices in effect thereunder.

(ee) “Specified Employee” shall mean a Participant who, on the date of his termination of employment with the Company, is treated as a Specified Employee by the Company in accordance with the requirements of Section 409A.

(ff) “Trust” shall mean Cabot Oil & Gas Corporation Deferred Compensation Plan Trust.

 

4


(gg) “Unforeseeable Emergency” shall mean a severe financial hardship to the Participant resulting from:

(i) a sudden and unexpected illness or accident of the Participant or of his spouse, beneficiary or dependent (as defined in Section 152 of the Code without regard to Section 152(b)(1), Section 152(b)(2) and Section 152(d)(1)(B));

(ii) loss of a Participant’s property due to casualty and not otherwise covered by insurance; or

(iii) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control.

Except as otherwise provided herein, “Unforeseeable Emergency” shall not include the purchase of a home or the payment of college tuition.

The Committee shall have the sole authority and discretion to determine whether a Participant has experienced an Unforeseeable Emergency and may require the Participant to submit such documentary evidence as the Committee, in its sole discretion, deems necessary to establish the existence or non-existence of an Unforeseeable Emergency and/or the amount of such distribution. The Committee shall have the sole discretion and authority to establish the time period within which Participant must provide any such documentary evidence.

 

5


ARTICLE II

PARTICIPATION

An Eligible Employee shall become a Participant when designated as such by the Committee.

 

6


ARTICLE III

DEFERRAL ELECTIONS

3.1 Amount of Deferrals .

The amount specified by any Deferral Election applicable to a Participant’s Base Salary and/or Bonus shall be stated as a percentage that shall not exceed 100% of the sum of Base Salary and Bonus of the Participant. The Committee, in its sole and absolute discretion, may limit the total amount deferred by a Participant in order to satisfy Social Security tax (including Medicare), income tax and employee benefit plan withholding requirements. The minimum contribution that may be made in any Plan Year by an Eligible Employee is $2,500, provided that such minimum contribution can be satisfied from Base Salary and/or Bonus.

3.2 Procedure for Elections .

Subject to any modifications, additions or exceptions that the Committee, in its sole discretion, deems necessary or appropriate, the following terms shall apply to any Deferral Election:

(a) Timing of Election .

(i) Initial Deferral Election.

(A) Base Salary . An Eligible Employee who wishes to defer the receipt of all or a portion of his Base Salary must submit a Deferral Election to the Committee before December 15 of the Plan Year immediately preceding the Plan Year to which the Deferral Election applies. Notwithstanding the previous sentence, an Eligible Employee may elect to defer the receipt of all or a portion of his Base Salary by submitting a Deferral Election to the Committee within 30 days of the date on which he first becomes eligible to participate in the Plan. Each Deferral Election shall only be effective with respect to Compensation earned after the date of its submission to the Committee. If an Eligible Employee fails to submit a Deferral Election in a timely manner, he shall be deemed by the Committee to have elected not to defer any portion of his Base Salary under the Plan for the applicable Plan Year.

(B) Bonus . An Eligible Employee who wishes to defer the receipt of any portion of a Bonus that is contingent upon his attainment of written performance criteria applicable to a performance period of at least 12 consecutive months must submit a Deferral Election to the Committee on a date established by the Committee that occurs no less than six months before the close of the performance period applicable to such Bonus; provided, however, that (1) on the date of such Deferral Election, the Eligible Employee is employed by the Company and has been continuously employed by the Company since the later of (x) the beginning of such performance period or (y) the date that the performance criteria applicable to such Bonus are established in writing (which shall occur within 90 days of the beginning of such performance period), and (2) in no event shall any such Deferral Election be made after the time when the Eligible Employee’s entitlement to the Bonus is readily ascertainable.

 

7


(C) Matching Contribution . Notwithstanding the foregoing, the Company may, in its discretion, direct that Matching Contributions shall be credited to Participant’s Account without regard to the status of his Deferral Election.

(ii) Subsequent Deferral Election . An Eligible Employee who had not elected to participate in the Plan at the time when he was initially eligible to do so may make a subsequent Deferral Election with respect to his Compensation for a subsequent Plan Year. Such Deferral Election must be made on or before December 15 of the Plan Year immediately preceding the Plan Year for which he desires to participate and shall apply only to Compensation in respect of services performed in the Plan Year following the Plan Year in which the Deferral Election is made.

(b) Term . Each Participant’s Deferral Election shall remain in effect for Compensation paid during the current and all future Plan Years until the earliest of (i) the date the Participant separates from service, (ii) the first day of the next succeeding Plan Year following the date the Participant revokes such Deferral Election or makes a subsequent Deferral Election but only with respect to Compensation for services performed in the future Plan Years or (iii) the first day of the next succeeding Plan Year after which the Committee determines that such Participant’s Deferral Contributions shall cease. The deferral of a DB SERP amount shall be separate from and independent of any other Deferral Election under this Plan as to time and form of payment.

(c) DB SERP Deferral . An Eligible Employee who becomes entitled to a Company DB SERP Contribution Amount shall be deemed to have deferred 100% of such amount under the terms of this Plan.

(d) Cessation and Recommencement of Deferral Elections . A Participant who has previously terminated a Deferral Election may only elect to recommence the deferral of his Compensation under this Plan, by filing a new Deferral Election with respect to the deferral of Compensation during the next Plan Year. Such Deferral Election must be made on a form provided by the Committee and shall be subject to the terms and provisions of Section 3.1.

3.3 Investment Elections .

(a) At the time a Participant makes a Deferral Election, the Participant shall designate the types of Funds the Participant’s Account will be deemed to be invested in for purposes of determining the amount of Interest to be credited to that Account. In making the designation pursuant to this Section 3.3, the Participant may specify that all or any multiple of his Account in whole percentage increments (equal to or greater than 1%) be deemed to be invested in one or more of the types of Funds provided under the Plan as communicated from time to time by the Committee. A Participant may change the designation made under this Section 3.3 effective as of the next following business day, by following the procedures set forth by the Committee; provided, however, that the portion of Participant&rsquo


 
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