Nicor Inc.
Form 8-K
Exhibit 10.2
NICOR CAPITAL ACCUMULATION
PLAN
As Amended and Restated Effective as
of January 1, 2008
I.
Purpose and Effective Date
. NICOR CAPITAL ACCUMULATION PLAN (the
“Plan”) has been established by NICOR, Inc., an
Illinois corporation (the “Company”), to further assure
the continued employment of its officers, and those of its
subsidiaries (as defined below), by providing them with an
opportunity to defer a portion of their base salaries (which
portion shall not exceed a percentage thereof established from time
to time by the Compensation Committee of the Board of Directors of
the Company (the “Committee”)) and, thereby, accumulate
capital to enhance their economic security. The term
“subsidiary” means any corporation 80 percent or more
of the voting stock of which is owned, directly or indirectly, by
the Company. The Company and its subsidiaries are
sometimes referred to below individually as an
“Employer” and, collectively, as the
“Employers”. The “Effective
Date” of the Plan is March 1, 1984. The effective
date of this amended and restated Plan is January 1,
2008.
II.
Administration . The
Plan shall be administered by the Committee.
A.
Membership . Except as otherwise specifically provided
in this Article II, in controlling and managing the operation and
administration of the Plan, the Committee shall act by the
concurrence of a majority of its then members by meeting or by
writing without a meeting. The Committee, by unanimous
written consent, may authorize any one of its members to execute
any document, instrument or direction on its behalf.
B. Powers
of Committee . Subject to the conditions and
limitations of the Plan, the Committee shall have the sole and
complete authority and discretion to:
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1.
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Conclusively
interpret and construe the provisions of the Plan and to remedy
ambiguities, inconsistencies and omissions of whatever kind or
nature;
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2.
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Adopt, and
apply in a uniform and nondiscriminatory manner to all persons
similarly situated, such rules of procedure and regulations as, in
its opinion, may be necessary for the proper and efficient
administration of the Plan, and as are consistent with the
provisions of the Plan;
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3.
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Conclusively
determine all questions arising under the Plan, including the power
to determine rights or eligibility of employees or former
employees, and the respective benefits of Participants and others
entitled thereto;
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4.
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Maintain and
keep adequate records concerning the Plan and concerning its
proceedings and acts in such form and detail as the Committee may
decide;
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5.
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Direct all
benefit payments under the Plan and participation
agreements;
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6.
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Furnish the
Company and its subsidiaries with such information with respect to
the Plan as may be required by them for tax or other
purposes;
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7.
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By unanimous
action of the members then acting, employ agents and counsel (who
also may be employed by the Company and its subsidiaries or a
trustee) and to delegate to them, in writing, such powers as the
Committee considers desirable;
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8.
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Correct any
defect or omission and to reconcile any inconsistency in the Plan,
and to remedy any error in any payment made hereunder;
and
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9.
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make all other
determinations and take all other actions necessary or advisable
for the implementation and administration of the Plan.
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Except as otherwise specifically
provided by the Plan, any determinations to be made by the
Committee under the Plan shall be decided by the Committee in its
sole discretion. Any interpretation of the Plan by the
Committee and any decision made by it under the Plan is conclusive,
final and binding on all persons.
C.
Delegation by Committee . The Committee may
allocate all or any part of its responsibilities and powers to any
one or more of its members and may delegate all or any part of its
responsibilities and powers to any person or persons
sele
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