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PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED MANAGEMENT INCENTIVE COMPENSATION PLAN

Executive Compensation Plan Agreement

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED MANAGEMENT INCENTIVE COMPENSATION PLAN | Document Parties: PSEG POWER LLC | PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED You are currently viewing:
This Executive Compensation Plan Agreement involves

PSEG POWER LLC | PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

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Title: PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED MANAGEMENT INCENTIVE COMPENSATION PLAN
Governing Law: New Jersey     Date: 2/26/2009

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED MANAGEMENT INCENTIVE COMPENSATION PLAN, Parties: pseg power llc , public service enterprise group incorporated
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Exhibit 10a(20)

 

PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

MANAGEMENT INCENTIVE COMPENSATION PLAN

Effective January 1, 2009


TABLE OF CONTENTS

 

 

 

 

I.

PURPOSE

 

1

 

 

 

 

II.

DEFINITIONS

 

1

 

 

 

 

III.

ADMINISTRATION

 

5

 

 

 

 

IV.

ELIGIBILITY

 

5

 

 

 

 

V.

TARGET INCENTIVE AWARDS

 

6

 

 

 

 

VI.

PERFORMANCE GOALS

 

7

 

 

 

 

VII.

DETERMINATION OF FINAL INCENTIVE AWARDS

 

8

 

 

 

 

VIII.

DISTRIBUTION

 

10

 

 

 

 

IX.

TERMINATION OF EMPLOYMENT

 

10

 

 

 

 

X.

LIMITATIONS

 

11

 

 

 

 

XI.

LIMITATION OF ACTIONS

 

11

 

 

 

 

XII.

CLAIMS PROCEDURES

 

12

 

 

 

 

XIII.

PLAN AMENDMENT, SUSPENSION OR TERMINATION

 

13

 

 

 

 

XIV.

OTHER COMPENSATION PLANS

 

13

 

 

 

 

XV.

MISCELLANEOUS

 

13

i


PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED

MANAGEMENT INCENTIVE COMPENSATION PLAN

I. PURPOSE

          The purposes of this Plan are to foster attainment of the financial and operating objectives of the Company and its Participating Affiliates, which are important to customers and stockholders by providing incentive to certain key officers and executive-level employees who contribute to attainment of these objectives. This Plan is designed to provide for awards to selected salaried employees in executive or other important positions, who, individually or as members of a group, contribute in a substantial degree to the success of the Company and its Participating Affiliates, and who are in a position to have a direct and significant impact on the growth and success of the Company and its Participating Affiliates, thus affording to them a means of participating in that success and an incentive to contribute further to that success. This Plan also serves to supplement the Company’s and Participating Affiliates’ salary and benefit programs so as to provide overall compensation for such executive-level employee that is competitive with corporations with which the Company and its Participating Affiliates must compete for executive talent and to assist the Company and its Participating Affiliates in attracting and retaining executives who are important to their continued success.

II. DEFINITIONS

          The following words and phrases shall have the meanings set forth below:

          (a) “Affiliate” shall mean any organization which is a member of a controlled group of corporations (as defined in Code section 414(b), as modified by Code section

1


415(h)) which includes the Company; or any trades or businesses (whether or not incorporated) which are under common control (as defined in Code section 414(c), as modified by Code section 415(h)) with the Company; or a member of an affiliated service group (as defined in Code section 414(m)) which includes the Company or any other entity required to be aggregated with the Company pursuant to regulations under Code section 414(o).

          (b) “Award” shall mean the amount determined by the Committee pursuant to Section VII hereof.

          (c) “Award Fund” shall mean the aggregate amount made available in any Plan Year pursuant to Section V hereof from which awards determined under Section VII hereof may be made.

          (d) “Cash Balance Plan” shall mean the Cash Balance Pension Plan of Public Service Enterprise Group Incorporated.

          (e) “CEO” shall mean the Chief Executive Officer of the Company. If the Board of Directors has not designated a Chief Executive Officer, “CEO” shall mean the President of the Company.

          (f) Code shall mean the Internal Revenue Code of 1986, as amended, or as it may be amended from time to time.

          (g) “Committee” shall mean the Organization and Compensation Committee of the Board of Directors of the Company, the membership on which shall be limited to directors of the Company who are not Employees.

2


          (h) “Company” shall mean Public Service Enterprise Group Incorporated, a New Jersey corporation, or any successor thereto.

          (i) “Disability” for the purposes of this Plan, a Participant shall be deemed to have terminated employment on account of “Disability “if such Participant qualifies for a disability pension under the Pension Plan or the Cash Balance Plan.

          (j) “Employee” shall mean any person not included in a unit of employees covered by a collective bargaining agreement who is an employee (such term having its customary meaning) of the Company or a Participating Affiliate, whether full-time or part-time, and whether or not an officer or director, and who is receiving remuneration for personal services rendered to the Company or Participating Affiliate other than (i) solely as a director of the Company or a Participating Affiliate, (ii) as a temporary employee, (iii) as a consultant or (iv) as an independent contractor (regardless of whether a determination is made by the Internal Revenue Service or other governmental agency or court after the individual is engaged to perform such services that the individual is an employee of the Company or Participating Affiliate for the purposes of the Code or otherwise).

          (k) “Lay Off” shall mean an involuntary termination of employment, other than for cause.

          (l) “Participant” shall mean an Employee who has been designated by the Committee to participate in the Plan pursuant to Sections IV and V hereof.

          (m) “Participating Affiliate” shall mean any Affiliate of the Company that adopts this Plan with the approval of the Board of Directors of the Company. As a condition to participating in this Plan, such Affiliate shall authorize the Board of Directors

3


of the Company and the Committee to act for it in all matters arising under or with respect to this Plan and shall comply with such other terms and conditions as may be imposed by the Board of Directors of the Company.

          (n) “Pension Plan” shall mean the Pension Plan of Public Service Enterprise Group Incorporated.

          (o) “Plan” shall mean this Public Service Enterprise Group Incorporated Management Incentive Compensation Plan, as it may be amended from time to time.

          (p) “Plan Year” shall mean the calendar year.

          (q) “Retirement” shall mean the voluntary termination of employment under circumstances entitling the Participant to an immediately payable periodic retirement benefit under the Pension Plan or the Cash Balance Plan. Retirement shall not include termination of service with a right to a deferred pension under the Pension Plan or a deferred retirement benefit or early commencement of a Participant’s cash balance account under the Cash Balance Plan;

          (r) “Subsidiary” shall mean any corporation, limited liability company or other entity, domestic or foreign (other than the Company), 50% or more of the total voting power of which is held by the Company and/or a Subsidiary or Subsidiaries.

          (s) “Target Incentive Awards” shall mean the amounts determined by the Committee pursuant to Section V hereof.

4


III. ADMINISTRATION

          (a) The Committee shall administer the Plan. Subject to the provisions of the Plan, the Committee shall have full and final authority to select Participants, to designate Target Incentive Awards for each Participant and to determine the performance objectives and the amount of all Awards under this Plan. The Committee shall also have, subject to the provisions of the Plan, full and final authority to interpret the Plan, to establish and revise such administrative regulations as it deems necessary for the proper administration of the Plan and to make any other determinations that it believes necessary or advisable for the administration of the Plan. The Committee may delegate such responsibilities, other than final approval of Awards or appeals of alleged adverse determinations under the Plan, to the CEO or to any other officer of the Company or any Participating Affiliate.

          (b) All decisions and determinations by the Committee shall be final and binding upon all parties, including stockholders, Participants, legal representatives and other Employees.

          (c) The Committee may rely conclusively on the determinations made by the Company’s independent public accountants.

IV. ELIGIBILITY

          (a) Those Employees who are key officers or executive-level Employees of the Company, a Subsidiary or an Affiliate who, in the opinion of the Committee, are in a position to have a direct and significant impact on achieving the Company’s long-term objectives are eligible to participate in the Plan.

          (b) The Committee may select such Employees of the Company or Participating Affiliate (individually or by position) for participation in the Plan upon such terms as it deems

5


appropriate, due to the Employee’s responsibilities and his/her opportunity to contribute substantially to the attainment of financial and operating objectives of the Company or Participating Affiliate. A determination of participation for a Plan Year shall be made no later than the beginning of that Plan Year; provided, however, that newly hired Employees may be added and an Employee whose duties and responsibilities change significantly during a Plan Year may be added or deleted as a Participant by the Committee. The Committee may prorate the Incentive Award of any Participant if appropriate to reflect any such change in duties and


 
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