Exhibit 10.24.
QUESTAR CORPORATION
DEFERRED COMPENSATION WRAP
PLAN
incorporating the:
Deferred Compensation
Program
401(k) Supplemental
Program
Effective January 1,
2005
(as amended and restated October 28,
2008)
#1175186 v4
den
QUESTAR CORPORATION
DEFERRED COMPENSATION WRAP
PLAN
(Effective January 1,
2005)
ARTICLE 1
INTRODUCTION
1.1
Purpose . Questar Corporation hereby establishes this
DEFERRED COMPENSATION WRAP PLAN (the “Plan” or
“Wrap Plan”) effective January 1, 2005, in order to
provide specified benefits to a select group of management and
highly compensated employees and to allow such employees to defer
the receipt of compensation. The Plan consists of a main
Deferred Compensation Wrap Plan and two component Programs –
the Deferred Compensation Program and the 401(k) Supplemental
Program (each as described below). The Wrap Plan contains
overriding participation, election, and administrative rules; the
Programs contain specific rules regarding the benefits available
under the Programs. The Plan and each of the component
programs are designed to replace the Company’s prior (and now
frozen) deferred compensation plans, namely the Questar Corporation
Deferred Compensation Plan (the “Deferred Compensation
Plan”), the Questar Corporation Deferred Share Plan (the
“Deferred Share Plan”), and the Questar Corporation
Deferred Share Make-Up Plan (the “Deferred Share Make-Up
Plan”), as of January 1, 2005.
1.2
Status of Plan . This Plan and its component Programs are
intended to be an unfunded, nonqualified deferred compensation
arrangement for the purpose of providing deferred compensation to
“a select group of management or highly-compensated
employees” within the meaning of Sections 201(2), 301(a)(3),
and 401(a)(1) of the Employee Retirement Income Security Act of
1974, as amended. The Plan and its component Programs are also
intended to comply with Code section 409A and the regulations and
guidance promulgated thereunder. Finally, each of the
component Programs is intended to qualify as a separate
“plan, program, or arrangement” for purposes of 4
U.S.C. 114, thus making payments under the 401(k) Supplemental
Program subject to state income tax solely of the state in which
the recipient of the payment resides or is domiciled at the time
payment is made. Notwithstanding any other provision herein,
this Plan and its component Programs shall be interpreted, operated
and administered in a manner consistent with these
intentions.
1.3
Effect of Plan . The terms of this Plan and each of its
component Programs shall govern all amounts deferred on or after
January 1, 2005, including any amounts previously deferred or
credited under the Deferred Compensation Plan, Deferred Share Plan,
or Deferred Share Make-Up Plan (the “Predecessor
Plans”) that remain unvested after December 31,
2004.
ARTICLE 2
DEFINITIONS
For purposes of the Plan and each Program
established under the Plan, the following terms or phrases shall
have the following indicated meanings, unless the context clearly
requires otherwise:
2.1
“ 401(k) Supplemental
Program ” means the component benefit program of this
Plan attached hereto as Appendix B.
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2.2
“ 409A Change in Control
” means a change in the ownership or effective control of the
Company, or in the ownership of a substantial portion of the assets
of the Company, as defined in section 409A of the Code and the
regulations thereunder, and any successor legislation or guidance
that amends, supplements, or replaces same.
2.3
“ Account ” or “
Account Balance ” means, for each Participant, the
account established for his or her benefit under each Program,
which records the credit on the records of the Employer equal to
the amounts set aside under the Program and the actual or deemed
earnings, if any, credited to such account. The Account Balance,
and each other specified account or sub-account, shall be a
bookkeeping entry only and shall be used solely as a device for the
measurement and determination of the amounts to be paid to a
Participant, or his or her designated Beneficiary, pursuant to this
Plan and its component Programs.
2.4
" Affiliated Company " means the
Company and any entity that is treated as the same employer as the
Company under Sections 414(b), (c), (m), or (o) of the Code, any
entity required to be aggregated with the Company pursuant to
regulations adopted under Code section 409A, or any entity
otherwise designated as an Affiliated Company by the
Employer.
2.5
" Beneficiary " means that person
or persons who become entitled to receive a distribution of
benefits under the Plan and its component Programs in the event of
the death of a Participant prior to the distribution of all
benefits to which he or she is entitled.
2.6
" Code " means the Internal
Revenue Code of 1986 and amendments thereto. Reference to a
section of the Code shall include that section and any comparable
section or sections of any future legislation that amends,
supplements or supersedes said section.
2.7“ Committee ” means
the Management Performance Committee of Questar
Corporation.
2.8
" Common Stock " means the no par
value common stock of the Company.
2.9
" Company " means Questar
Corporation, a corporation organized and existing under the laws of
the State of Utah, or its successor or successors.
2.10
" Compensation " means:
(a)
Deferred Compensation
Program . With respect
to the Deferred Compensation Program an Employee's salary or wages
and payments under incentive compensation plans paid by the
Employer and includable in taxable income during the applicable
Plan Year, but exclusive of any other forms of additional
compensation such as the Employer's cost for any public or private
employee benefit plan, any income recognized by the employee as a
result of exercising stock options, moving expenses, the value of
restricted stock granted after January 1, 2003, as signing or
retention bonuses and any dividends paid on such shares, loan
forgiveness, welfare benefits, and severance payments. An
Employee's Compensation for any Plan Year shall include any
Elective Deferrals of the Employee under the Company's Investment
Plan or other tax-qualified plans, as well as any Deferral
Contributions made to this Plan. An Employee's Compensation
also shall include the amount of any reduction in Compensation for
a
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Plan Year agreed upon under one or more
Compensation reduction agreements entered into pursuant to the
Questar Corporation Cafeteria Plan and any pre-tax parking payments
that are not includable in the gross income of any Employee by
reason of Section 132 (f)(4) of the Code.
(b)
401(k) Supplemental Program
. For purposes of the 401(k)
Supplemental Program, Compensation shall have the same meaning as
in paragraph (a), above, except that it shall not include
any Deferral Contributions made to the Deferred Compensation
Program.
2.11
“ Compensation Limit ”
means the annual limit of Compensation that may be taken into
account for purposes of providing benefits under tax-qualified
retirement plans, as specified in Section 401(a)(17) of the Code
and updated from time to time.
2.12
“ Deferral Contributions
” means that portion of a Participant’s Compensation
that is deferred by a Participant pursuant to the
Programs.
2.13
“ Deferred Compensation
Program ” means the component benefit program of this
Plan attached hereto as Appendix A.
2.14
“ Deferred Compensation
Sub-Account ” means the sub-account described in Section
5.1 of the Deferred Compensation Program.
2.15
" Disability " means a condition
that renders a Participant unable to engage in any substantial
gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than 12
months. A Participant shall not be considered to be disabled
unless he furnishes proof of the existence of such disability in
such form and manner as may be required by regulations promulgated
under, or applicable to, Code Section 409A.
2.16
“ Effective Date ”
means January 1, 2005.
2.17
“ Eligible Employee ”
means any Employee that meets the eligibility requirements of
Section 3.1.
2.18
" Employee " means any individual
that is among a select group of management or highly compensated
employees of an Employer.
2.19
" Employer " means the Company and
each Affiliated Company that consents to the adoption of the
Plan.
2.20
“ ERISA ” shall mean
the Employee Retirement Income Security Act of 1974, as
amended.
2.21
" Fair Market Value " means the
closing benchmark price of the Company's Common Stock as reported
on the composite tape of the New York Stock Exchange for any given
valuation date, or if such date is not a trading day, the next
preceding trading day.
2.22
“ Investment Plan ”
means the Questar Corporation Employee Investment Plan, as amended
from time to time, or any successor plan.
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2.23
“ Key Employee ” means
a “specified employee” defined in Code Section
409A(a)(2)(B)(i) and relevant guidance issued
thereunder.
2.24
“ Key Employee Distribution
Date ” means the date that is six (6) months after the
date of a Key Employee’s Separation from Service.
2.25
“ Matching Contributions
” means Employer contribution amounts credited to
Participants under the Deferred Compensation Program and 401(k)
Supplemental Program in addition to (and made on account of) the
Participants’ Deferral Contributions under such
Programs.
2.26
“ Matching Contribution
Sub-Account ” means the sub-account described in Section
5.1 of the Deferred Compensation Program.
2.27
" Participant " means any
individual who has commenced participation in the Plan and its
component Programs in accordance with Article 3.
2.28
“ Participating Deferral
Sub-Account ” means the sub-account described in Section
5.1 of the Deferred Compensation Program.
2.29
" Plan " or “ Wrap
Plan ” has the meaning set forth in Section
1.1.
2.30
" Plan Year " means the fiscal
year of the Plan, which shall be the calendar year.
2.31
“ Predecessor Plans ”
has the meaning set forth in Section 1.3.
2.32
“ Program ” means the
Deferred Compensation Program and the 401(k) Supplemental Program,
or either of them, as the context may require.
2.33
“ Separation from Service
” means a termination of employment as provided under Code
section 409A and the regulations promulgated thereunder, as such
may be amended, supplemented or replaced.
ARTICLE 3
ELIGIBILITY; PARTICIPATION
3.1
Eligibility . Eligibility to participate in the Plan shall
be determined as follows:
(a)
Any Employee who was an active
participant in any of the Predecessor Plans as of December 31, 2004
shall be eligible to participate in this Plan and all of its
component Programs as of the Effective Date.
(b)
Any Employee who was not an active
participant in any of the Predecessor Plans as of December 31, 2004
shall become eligible to participate in this Plan on the earliest
to occur of:
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(i)
the date the Employee first becomes an
officer of an Employer, in which case the Employee shall be
immediately eligible to participate in the 401(k) Supplemental
Program and is eligible to participate in the Deferred Compensation
Program beginning the first day of the next Plan Year.
(ii)
the date the Employee first receives
Compensation in any Plan Year equal to the Compensation Limit, in
which case the Employee shall be eligible immediately to
participate in the 401(k) Supplemental Program, but shall not be
eligible to participate in the Deferred Compensation Program until
the first day of the next Plan Year.
(iii)
the date selected by the Committee for
the Employee to be eligible to participate in the Plan, in which
case the Employee shall be eligible to participate in all of the
Plan’s component Programs as of the date selected by the
Committee. If such Employee is not an officer of an Employer
or has not received Compensation in any Plan Year equal to the
Compensation Limit, then such Employee must be nominated by his or
her Employer as eligible to participate in the Plan and approved by
the Committee.
3.2
Enrollment and Commencement of
Deferrals . Except as
provided below with regard to automatic enrollment in the 401(k)
Supplemental Program, each new Eligible Employee who wishes to make
Deferral Contributions must timely complete, execute, and return to
the Committee such election forms or other enrollment materials as
the Committee requires. Such enrollment requirements must be
completed:
(a) in the case of an Eligible Employee
who first becomes eligible to participate as of the first day of a
Plan Year, on or prior to December 31 st of the prior
Plan Year or such other earlier date as the Committee establishes
in its sole and absolute discretion.
(b) in the case of an Eligible Employee
who first becomes eligible to participate after the first day of a
Plan Year, within thirty (30) days after the date the Eligible
Employee first becomes eligible to participate, or such other
earlier date as the Committee establishes in its sole and absolute
discretion.
If an Eligible Employee fails to timely
complete the election forms or other enrollment materials, the
Eligible Employee shall be automatically enrolled in the 401(k)
Supplemental Program in accordance with the deemed deferral
elections set forth in Section 4, but shall not be enrolled in the
Deferred Compensation Program until the first day of the first Plan
Year beginning after the date he or she completes and returns the
enrollment materials to the Committee.
3.3
Failure of Eligibility
. If the Committee determines, in
its sole and absolute discretion, that any Participant no longer
qualifies as a member of a select group of management or highly
compensated employees of the Employer, the Participant shall cease
active participation in this Plan and all contributions to the Plan
by or on behalf of the Participant shall cease. The
Committee’s determination shall be final and binding on all
persons.
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ARTICLE 4
ELECTIONS
4.1
Elections, General
(a)
First Year of Plan
Participation . In
connection with a Participant's enrollment in the Plan pursuant to
Section 3.2, the Participant shall make an irrevocable election to
defer (or not to defer) Compensation in accordance with the terms
of the component Programs for which he is eligible, which election
shall apply to the year in which the Participant commences
participation. Such election shall apply solely to
Compensation to be paid with respect to services performed on or
after his or her enrollment, except to the extent permissible under
Code Section 409A and guidance thereunder. The
Participant’s deferral election shall continue to apply for
all succeeding Plan Years unless and until revoked or modified
pursuant to Section 4.1(b), below. If the Participant fails to
complete and return timely the enrollment materials in accordance
with Section 3.2, then the Participant shall be deemed to have
elected to make the Deferral Contributions permitted under the
401(k) Supplemental Program.
In connection with a Participant's
enrollment in the Plan pursuant to Section 3.2, the Participant
shall also make the following elections with respect to each
Program under the Plan:
(i)
Deferred Compensation
Program . If eligible to
participate in the Deferred Compensation Program for the year in
which the Participant commences participation under the Plan, the
Participant shall make an irrevocable election (from the options
available under Section 6, below) as to the time and form of
payment of any Deferral or Matching Contributions credited to his
or her Account Balance under the Deferred Compensation Program for
such year (including earnings thereon). If the Participant
fails to make an election as to the time and form of payment, or if
the Participant’s election does not meet the requirements of
Code Section 409A and related Treasury guidance or regulations, the
Participant shall be deemed to have elected to receive a lump sum
distribution as soon as legally and administratively practicable
following the earliest to occur of the Participant’s (A)
Separation from Service, (B) Disability, or (C) death. The
Participant’s election (or deemed election) shall continue to
apply for succeeding years unless and until the election is
modified pursuant to Section 4.1(b), below. Any such
modification shall apply prospectively only and shall not apply to
Deferral or Matching Contributions previously credited under the
Program (or any earning thereon).
(ii)
401(k) Supplemental Program
. The Participant shall make an
irrevocable election as to the time and form of payment of all
amounts credited to his or her Account Balance under the 401(k)
Supplemental Program from the options available under Section 6,
below. Such election shall be irrevocable and shall apply to
the Participant’s entire Account Balance under the Program,
including all amounts deferred in subsequent Plan Years and any
related earnings. If the Participant fails to make an
election as to the time and form of payment, or if the
Participant’s election does not meet the requirements of Code
Section 409A and related Treasury guidance or regulations, the
Participant shall be deemed to have elected to receive a lump sum
distribution as soon as legally and administratively practicable
following the earliest to occur of the Participant’s (A)
Separation From Service, (B) Disability, or (C) death.
(b)
Subsequent Plan Years
. For each succeeding Plan Year,
the Participant may, prior to December 31 st of the
immediately preceding Plan Year (or such earlier deadline as is
established by the Committee in its sole discretion):
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(i)
make an initial deferral election under
the Deferred Compensation Program or modify or revoke his or her
existing deferral elections under either or both of the Programs.
All such elections shall be made in accordance with the terms
of the Programs and shall remain in effect for subsequent Plan
Years unless timely revoked or modified by the Participant in
accordance with this Section.
(ii)
make an initial election under the
Deferred Compensation Program or modify his or her existing
election under the Deferred Compensation Program as to the time and
form of payment of any future Deferral or Matching Contributions
credited to his or her Account Balance under such Program (and
related earnings). Such election shall be made in accordance
with the terms of the Deferred Compensation Program and Section 6,
below, and shall remain in effect for subsequent Plan Years unless
and until timely modified by the Participant in accordance with
this Section. Any such modification shall apply prospectively
only and shall not apply to Deferral or Matching Contributions
previously credited under the Program (or any earning
thereon).
Any election(s) made in accordance with
this Section shall be irrevocable; provided, however, that if the
Committee requires Participants to make a deferral election for
“performance-based compensation” or “compensation
subject to a substantial risk of forfeiture” by the
deadline(s) described above, it may, in its sole discretion, and in
accordance with Code Section 409A and related Treasury guidance or
regulations, permit a Participant to subsequently change his or her
elections for such Compensation no later than the deadlines
established by the Committee pursuant to Section 4.1(c) or 4.1(d),
below.
(c)
Performance-Based
Compensation .
The Committee may, in its sole
discretion, determine that an irrevocable deferral election
pertaining to “performance-based compensation” based on
services performed over a period of at least twelve (12) months,
may be made no later than six (6) months before the end of the
performance service period. “Performance-based
compensation” shall be Compensation, the payment or amount of
which is contingent on pre-established organizational or individual
performance criteria, which satisfies the requirements of Code
Section 409A and related Treasury guidance or regulations. In
order to be eligible to make a deferral election for
performance-based compensation, a Participant must perform services
continuously from a date no later than the date upon which the
performance criteria for such Compensation are established through
the date upon which the Participant makes a deferral election for
such Compensation. In no event shall an election to defer
performance-based compensation be permitted after such Compensation
has become both substantially certain to be paid and readily
ascertainable.
(d)
Compensation Subject to Risk of
Forfeiture .
With respect to compensation (i) to
which a Participant has a legally binding right to payment in a
subsequent year, and (ii) that is subject to a forfeiture condition
requiring the Participant’s continued services for a period
of at least twelve (12) months from the date the Participant
obtains the legally binding right, the Committee may, in its sole
discretion, determine that an irrevocable deferral election for
such compensation may be made no later than the 30 th
day after the Participant obtains the legally binding right to the
compensation, provided that the election is made at least twelve
(12) months in advance of the earliest date at which the forfeiture
condition could lapse.
4.2
409A Transition Elections
. Notwithstanding the required
deadline for the submission of an election as to the time and form
of payment (as set forth in Section 4.1), the Committee may, as
permitted by Code Section 409A and related Treasury guidance
or
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regulations, provide a limited period in
which Participants may make new distribution elections,
which
