Exhibit 10a(20)
PUBLIC SERVICE ENTERPRISE GROUP
INCORPORATED
MANAGEMENT INCENTIVE COMPENSATION
PLAN
Effective January 1, 2009
TABLE OF CONTENTS
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I.
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PURPOSE
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1
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II.
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DEFINITIONS
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1
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III.
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ADMINISTRATION
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5
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IV.
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ELIGIBILITY
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5
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V.
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TARGET INCENTIVE
AWARDS
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6
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VI.
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PERFORMANCE GOALS
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7
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VII.
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DETERMINATION OF FINAL INCENTIVE
AWARDS
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8
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VIII.
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DISTRIBUTION
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10
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IX.
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TERMINATION OF
EMPLOYMENT
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10
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X.
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LIMITATIONS
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11
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XI.
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LIMITATION OF ACTIONS
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11
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XII.
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CLAIMS PROCEDURES
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12
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XIII.
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PLAN AMENDMENT, SUSPENSION OR
TERMINATION
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13
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XIV.
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OTHER COMPENSATION
PLANS
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13
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XV.
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MISCELLANEOUS
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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
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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.
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(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
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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.
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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
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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