EXHIBIT
10.38
DEFERRED COMPENSATION
AGREEMENT
This Agreement, made
this __________ day of __________, by and between Madison Gas and
Electric Company, located in Madison, Wisconsin, (hereinafter
referred to as "MG&E"); and __________ (hereinafter referred to
as the "Employee").
WITNESSETH:
WHEREAS
, the Employee is
employed as an Officer of MG&E; and
WHEREAS
, the Employee has
rendered valuable services to MG&E; and
WHEREAS
, MG&E desires to
benefit from the Employee's continuing loyalty, service and counsel
and to assist the Employee in providing for retirement as well as
the contingencies of disability and death.
NOW
THEREFORE ,
in consideration of the premises and the mutual covenants and
agreements hereinafter set forth, it is hereby agreed as
follows:
SECTION
1.
a.
MG&E agrees to
employ the Employee and the Employee agrees to serve MG&E in
such capacity or capacities as designated from time to time by the
Board of Directors of MG&E (hereinafter referred to as the
"Board"), beginning on the date hereof, and continuing until
terminated by either party for any reason, including the
resignation by the Employee, or the reclassification of the
Employee by the Board, from the position as an Officer of the
Company.
b.
The Employee agrees to
devote his/her business time, attention, skill and efforts during
the term of his/her employment, to the faithful and diligent
performance of his/her duties to MG&E, and that he/she will at
all times serve and further the best interests of MG&E to the
best of his/her abilities.
SECTION
2.
MG&E shall pay the
Employee during his/her term of employment with MG&E, such
monthly salary as the Board may determine from time to time,
together with deferred compensation payable hereunder, as provided
in Section 5 hereof.
SECTION
3.
The Board may, from time
to time, appoint and delegate to an administrative Committee,
(hereinafter referred to as the "Committee"), consisting of one or
more officers or employees of MG&E named by the Board, the duty
of administering the terms and conditions of this Agreement, except
for Section 1 a., Section 2 and Section 10 hereof. Actions
taken by the Committee shall be binding on MG&E and the Board,
and the Employee directly affected thereby. In the absence of
such a Committee, the Board shall administer this
Agreement.
-1-
SECTION
4.
a.
MG&E shall establish
a bookkeeping reserve for the Employee (hereinafter called
"Deferred Compensation Account"). The Deferred Compensation
Account shall serve solely as a device for determining the amount
of deferred compensation to be paid to the Employee at the later
time herein provided, and shall not constitute or be treated as a
segregated trust fund of any kind, it being expressly provided that
the amounts credited to the Deferred Compensation Account shall be
and remain the sole property of MG&E; and shall at all times
continue to be part of MG&E's general funds. The Employee
and any designated beneficiary hereunder shall have no proprietary
rights of any nature whatsoever with respect to the Deferred
Compensation Account, unless and until such time as a payment is
made to the Employee from the amounts credited to the Deferred
Compensation Account as hereinafter provided, and then only as to
the amount of such payment, and only to the extent of any unsecured
general creditor of MG&E.
b.
Commencing on __________
and ending on __________, and each succeeding calendar year during
the term of Employee's employment, MG&E shall credit to the
Employee's Deferred Compensation Account the amount or portion of
the Employee's compensation for each calendar month as the Employee
has previously designated in writing.
c.
With respect to any
calendar month, the Employee shall, subject to approval by the
Committee, have the right to change the amount of his/her
compensation designated to be deferred, provided that, the Employee
must notify MG&E in writing at least thirty (30) days prior to
the beginning of the month the change is to be effective that
he/she desires to change the amount or portion of compensation to
be deferred.
d.
For each calendar month
during the term of this Agreement, amounts credited to the
Employee’s Deferred Compensation Account shall earn interest
as follows:
(1)
for periods prior to
September 1, 1991, at the rate quoted at the close of the preceding
June 30 or December 31, as applicable, on U.S. Treasury Bills
having a 26-week maturity, compounded monthly, provided however,
that in no event shall
