Exhibit 10a(11)
PUBLIC SERVICE ENTERPRISE GROUP
INCORPORATED
SENIOR MANAGEMENT INCENTIVE COMPENSATION
PLAN
Amended 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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2
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III.
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ADMINISTRATION
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4
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IV.
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ELIGIBILITY
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5
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V.
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AWARD FUND
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6
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VI.
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TARGET INCENTIVE
AWARDS
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6
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VII.
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AWARDS
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7
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VIII.
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LIMITATIONS
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8
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IX.
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LIMITATION OF ACTIONS
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8
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X.
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CLAIMS PROCEDURES
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9
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XI.
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PLAN AMENDMENT, SUSPENSION OR
TERMINATION
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10
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XII.
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OTHER COMPENSATION
PLANS
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10
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XIII.
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MISCELLANEOUS
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10
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i
PUBLIC SERVICE ENTERPRISE GROUP
INCORPORATED
SENIOR 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 members of management 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 executives which 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.
The
Plan was adopted as the Management Incentive Compensation Plan
effective January 1, 2001. It was amended, effective January 1,
2009, to change its name to the Senior Management Incentive
Compensation Plan.
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II. DEFINITIONS
The
following words and phrases shall have the meanings set forth
below:
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(a) “Administrative
Regulations” shall mean the procedures and regulations
established by the Committee pursuant to Section III hereof for the
purpose of administering the Plan.
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(b) “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 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).
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(c)
“Award” shall mean the amount determined by the
Committee pursuant to Section VII hereof.
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(d)
“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.
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(e) “Code” - the
Internal Revenue Code of 1986, as amended, or as it may be amended
from time to time.
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2
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(f)
“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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(g)
“Company” shall mean Public Service Enterprise Group
Incorporated, a New Jersey corporation, or any successor
thereto.
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(h) “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
officers 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).
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(i)
“Net Income” shall mean the amount reported by the
Company as consolidated income before extraordinary items and the
cumulative effect of accounting changes, adjusted, however, by
adding any amount that has been expensed (after taxes) for awards
under this Plan in computing such Net Income.
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3
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(j)
“Participant” shall mean an Employee who is subject to
Section 16 of the Securities and Exchange Act of 1934, as amended,
or who has been designated by the Committee to participate in the
Plan pursuant to Section IV hereof.
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(k) “ 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 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.
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(l)
“Plan” shall mean this Public Service Enterprise Group
Incorporated Senior Management Incentive Compensation Plan as
amended from time to time.
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(m)
“Plan Year” shall mean the calendar year.
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(n)
“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 for
Subsidiaries.
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(o)
“Target Incentive Awards” shall mean the amounts
determined by the Committee pursuant to Section VII
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 may not,
however, alter Award Fund
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provided by Article V of this
Plan or the maximum Award provided by Article VII of 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 Chief
Executive Officer of the Company or to any other officer of the
Company or any Participating Affiliate.
(b)
All
