Common use of Benefit and Incentive Plans Clause in Contracts

Benefit and Incentive Plans. The Executive shall be entitled to participate in or receive compensation and/or benefits, as applicable, under all "employee benefit plans" (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA")), all incentive compensation plans, and all employee benefit arrangements made available by the Company now or during the period of the Executive's employment hereunder to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements; provided, however, that there shall be no duplication of the compensation and benefits created by this Agreement. The Executive's participation in such plans and arrangements shall be on an appropriate level, as determined by the Board. Notwithstanding any provision of NYSEG's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive's service with the Company or NYSEG from September 9, 1996 exceeds five full years, there shall be paid to the Executive under NYSEG's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by giving the Executive, for purposes of that plan, service credit for three years of service for each of the Executive's actual years of service. Notwithstanding the foregoing sentence of this Section 5.2, and any provision of NYSEG's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive Retires from the Company subsequent to April 15, 2004, there shall instead be paid to the Executive under NYSEG's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by (i) giving the Executive, for purposes of that plan, service credit for 40 years of service, (ii) deeming the Executive to be a "Key Person" as defined in, and for all purposes under, that plan and (iii) deeming the Executive's "highest three years of earnings within the last ten years of employment" for purposes of that plan to be equal to the Executive's Base Salary at the rate in effect at the time he Retires. During the Term of this Agreement, the Company will, on each January 5, beginning January 5, 2001, pay the premium on a Whole Life Insurance Policy issued by The Guardian Life Insurance Company of New York, Policy No. 3813573, on the life of the Executive (the "Life Insurance Policy"); provided that in no event shall the Company pay on any such date more than $96,000 toward payment of such premium and provided that the Company shall not pay such premium if the Executive's employment has been terminated for any reason prior to such January 5, except as otherwise provided in Sections 6 and 9.1(E) hereof.

Benefit and Incentive Plans. The Executive shall be entitled to participate in or receive compensation and/or benefits, as applicable, under all "employee benefit plans" (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA")), all incentive compensation plans, and all employee benefit arrangements made available by Energy East or the Company now or during the period of the Executive's employment hereunder to its their executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements; provided, however, that there shall be no duplication of the compensation and benefits created by this Agreement. The Executive's participation in such plans and arrangements shall be on an appropriate level, as determined by the Board or the NYSEG Board, as appropriate. Notwithstanding any provision of NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive's service with the Company or NYSEG Energy East from September 9December 5, 1996 1994 exceeds five full years, there shall be paid to the Executive under NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by giving the Executive, for purposes of that plan, service credit for three years of service for each of the Executive's actual years of service. Notwithstanding the foregoing sentence of this Section 5.2, and any provision of NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive Retires from the Company or Energy East subsequent to April 15July 13, 20042010, there shall instead be paid to the Executive under NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by (i) giving the Executive, for purposes of that plan, service credit for 40 years of service, (ii) deeming the Executive to be a "Key Person" as defined in, and for all purposes under, that plan and (iii) deeming the Executive's "highest three years of earnings within the last ten years of employment" for purposes of that plan to be equal to the Executive's Base Salary at the rate in effect at the time he Retires. During the Term of this Agreement, the Company will, on each January 5, beginning January 5, 2001, pay the premium on a Whole Life Insurance Policy issued by The Guardian Life Insurance Company of New York, Policy No. 3813573, on the life of the Executive (the "Life Insurance Policy"); provided that in no event shall the Company pay on any such date more than $96,000 toward payment of such premium and provided that the Company shall not pay such premium if the Executive's employment has been terminated for any reason prior to such January 5, except as otherwise provided in Sections 6 and 9.1(E) hereof.

Benefit and Incentive Plans. The Executive shall be entitled to participate in or receive compensation and/or benefits, as applicable, under all "employee benefit plans" (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA")), all incentive compensation plans, and all employee benefit arrangements made available by the Company now or during the period of the Executive's employment hereunder to its executives and key management employeesemployees of its subsidiaries, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements; provided, however, that there shall be no duplication of the compensation and benefits created by this Agreement. The Executive's participation in such plans and arrangements shall be on an appropriate level, as determined by the Board. Notwithstanding any provision of NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive's service with the Company Company, EEMC or NYSEG from September 9April 29, 1996 exceeds five full years1998 continues up to and including October 15, 2003, there shall be paid to the Executive under NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by giving the Executive, for purposes of that plan, service credit for three years of service for each of the Executive's actual years of service, and if the Executive's service with the Company, EEMC or NYSEG from April 29, 1998 continues up to and including October 15, 2005, there shall be paid to the Executive under the Company's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by giving the Executive, for purposes of that plan, service credit for four years of service for each of the Executive's actual years of service. Notwithstanding the foregoing sentence of this Section 5.2, and any provision of NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive Retires from the Company and EEMC subsequent to April October 15, 20042008, there shall instead be paid to the Executive under NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by (i) giving the Executive, for purposes of that plan, service credit for 40 years of service, (ii) deeming the Executive to be a "Key Person" as defined in, and for all purposes under, that plan and (iii) deeming the Executive's "highest three consecutive years of earnings within the last ten five years of employment" for purposes of that plan to be equal to the Executive's Base Salary at the rate in effect at the time he Retires. During Retires plus the Term of this Agreement, the Company will, on each January 5, beginning January 5, 2001, pay the premium on a Whole Life Insurance Policy issued by The Guardian Life Insurance Company of New York, Policy No. 3813573, on the life average of the highest three consecutive incentive compensation awards earned by the Executive within the last five years of employment under the AEIP (the "Life Insurance Policy"as hereinafter defined); provided that in no event shall the Company pay on , or any such date more than $96,000 toward payment of such premium and provided that the Company shall not pay such premium if the Executive's employment has been terminated for any reason prior to such January 5, except as otherwise provided in Sections 6 and 9.1(E) hereofsuccessor annual executive incentive compensation plan.

Benefit and Incentive Plans. The Executive shall be entitled to participate in or receive compensation and/or benefits, as applicable, under all "employee benefit plans" (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA")), all incentive compensation plans, and all employee benefit arrangements made available by the Company now or during the period of the Executive's employment hereunder to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements; provided, however, that there shall be no duplication of the compensation and benefits created by this Agreement. The Executive's participation in such plans and arrangements shall be on an appropriate level, as determined by the Board. Notwithstanding any provision of NYSEG's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive's service with the Company or NYSEG from September 9April 29, 1996 1998 exceeds five full years, there shall be paid to the Executive under NYSEG's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by giving the Executive, for purposes of that plan, service credit for three years of service for each of the Executive's actual years of service. Notwithstanding the foregoing sentence of this Section 5.2, and any provision of NYSEG's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive Retires from the Company subsequent to April October 15, 20042008, there shall instead be paid to the Executive under NYSEG's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by (i) giving the Executive, for purposes of that plan, service credit for 40 years of service, (ii) deeming the Executive to be a "Key Person" as defined in, and for all purposes under, that plan and (iii) deeming the Executive's "highest three years of earnings within the last ten years of employment" for purposes of that plan to be equal to the Executive's Base Salary at the rate in effect at the time he Retires. During the Term of this Agreement, the Company will, on each January 5, beginning January 5, 2001, pay the premium on a Whole Life Insurance Policy issued by The Guardian Life Insurance Company of New York, Policy No. 3813573, on the life of the Executive (the "Life Insurance Policy"); provided that in no event shall the Company pay on any such date more than $96,000 toward payment of such premium and provided that the Company shall not pay such premium if the Executive's employment has been terminated for any reason prior to such January 5, except as otherwise provided in Sections 6 and 9.1(E) hereof.

Benefit and Incentive Plans. The Executive shall be entitled to participate in or receive compensation and/or benefits, as applicable, under all "employee benefit plans" (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA")), all incentive compensation plans, and all employee benefit arrangements made available by the Company now or during the period of the Executive's employment hereunder to its executives and key management employeesemployees of its subsidiaries, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements; provided, however, that there shall be no duplication of the compensation and benefits created by this Agreement. The Executive's participation in such plans and arrangements shall be on an appropriate level, as determined by the Board. Notwithstanding any provision of NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive's service employment with the Company or NYSEG from September 9, 1996 exceeds five full years, there shall be paid to the Executive under NYSEG's Supplemental Executive Retirement Plan (or and EEMC terminates for any successor plan) an amount that shall be determined by giving the Executive, for purposes of that plan, service credit for three years of service for each of the Executive's actual years of service. Notwithstanding the foregoing sentence of this Section 5.2, and any provision of NYSEG's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive Retires from the Company reason subsequent to April 15July 1, 2004, there shall instead be paid to the Executive under NYSEGSection 6 of the Company's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by (i) giving the Executive, for purposes of that plan, service credit for 40 years of service, (ii) deeming the Executive to be a "Key Person" as defined in, and for all purposes under, that plan and (iii) deeming the Executive's "highest three consecutive years of earnings within the last ten five years of employment" for purposes of that plan to be equal to the Executive's Base Salary at the rate in effect at the time his employment terminates plus the average of the highest three consecutive incentive compensation awards earned by the Executive within the last five years of employment under the AEIP (as hereinafter defined), or any successor annual executive incentive compensation plan. If the Executive elects to receive the lump sum benefit payable under Section 6(C) of the Company's Supplemental Executive Retirement Plan (or any successor plan): (A) The lump sum benefit under Section 6(C) of the Company's Supplemental Executive Retirement Plan (or any successor plan) shall be determined by employing the annual rate of interest on 30-year Treasury securities in effect as of (i) December 31, 2003 (i.e. 5.07%), or (ii) the last day of the year preceding the year of distribution, whichever is lower. (B) The sum of (x) the lump sum the Executive is eligible to receive under any defined benefit plan adopted or sponsored by NYSEG, as determined pursuant to the terms of that plan, (y) the present value of any Social Security benefits which the Executive is eligible or expected to become eligible to receive (calculated by employing the interest rate set forth in paragraph A, above), and (z) the lump sum benefit under Section 6(C) of the Company's Supplemental Executive Retirement Plan (or any successor plan) (calculated by employing the interest rate set forth in paragraph A, above) at the time of termination of employment shall be no less than the sum of the amounts described in (x), (y) and (z) that the Executive would have received had he Retires. During retired on May 1, 2004. (C) Should the Term Executive die while an active employee of this Agreementthe Company, his estate will receive a lump sum amount under Section 6(C) of the Company's Supplemental Executive Retirement Plan (or any successor plan) equal to the lump sum amount he would have received under the Company's Supplemental Executive Retirement Plan (or any successor plan) if he had retired from the Company will, on each January 5, beginning January 5, 2001, pay the premium on a Whole Life Insurance Policy issued by The Guardian Life Insurance Company of New York, Policy No. 3813573, on the life day prior to his death (calculated by employing the interest rate set forth in paragraph A, above). This benefit shall be in lieu of the Executive (the "Life Insurance Policy"); provided any benefits that in no event shall the Company pay on any such date more than $96,000 toward payment of such premium and provided that the Company shall not pay such premium if would otherwise be payable to the Executive's employment has been terminated for surviving spouse pursuant to Section 6 (B) of the Company's Supplemental Executive Retirement Plan (or any reason prior to such January 5, except as otherwise provided in Sections 6 and 9.1(E) hereofsuccessor plan).

Benefit and Incentive Plans. The Executive shall be entitled to participate in or receive compensation and/or benefits, as applicable, under all "employee benefit plans" (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA")), all incentive compensation plans, and all employee benefit arrangements made available by the Company now or during the period of the Executive's employment hereunder to its executives and key management employeesemployees of its subsidiaries, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements; provided, however, that there shall be no duplication of the compensation and benefits created by this Agreement. The Executive's participation in such plans and arrangements shall be on an appropriate level, as determined by the Board. Notwithstanding any provision of NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive's service with the Company Company, EEMC, or NYSEG from September 9, 1996 exceeds five full years, there shall be paid to the Executive under NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by giving the Executive, for purposes of that plan, service credit for three years of service for each of the Executive's actual years of service. Notwithstanding the foregoing sentence of this Section 5.2, and any provision of NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive Retires from the Company and EEMC subsequent to April 15, 2004, there shall instead be paid to the Executive under NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by (i) giving the Executive, for purposes of that plan, service credit for 40 years of service, (ii) deeming the Executive to be a "Key Person" as defined in, and for all purposes under, that plan and (iii) deeming the Executive's "highest three consecutive years of earnings within the last ten five years of employment" for purposes of that plan to be equal to the Executive's Base Salary at the rate in effect at the time he RetiresRetires plus the average of the highest three consecutive incentive compensation awards earned by the Executive within the last five years of employment under the AEIP (as hereinafter defined), or any successor annual executive incentive compensation plan. During the Term of this Agreement, the Company EEMC will, on each January 5, beginning January 5, 20012003, pay the premium on a Whole Life Insurance Policy issued by The Guardian Life Insurance Company of New York, Policy No. 3813573, on the life of the Executive (the "Life Insurance Policy"); provided that in no event shall the Company EEMC pay on any such date more than $96,000 toward payment of such premium and provided that the Company EEMC shall not pay such premium if the Executive's employment has been terminated for any reason prior to such January 5, except as otherwise provided in Sections 6 and 9.1(E) hereof.

Benefit and Incentive Plans. The Executive shall be entitled to participate in or receive compensation and/or benefits, as applicable, under all "employee benefit plans" (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA")), all incentive compensation plans, and all employee benefit arrangements made available by the Company EEMC now or during the period of the Executive's employment hereunder to its their executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements; provided, however, that there shall be no duplication of the compensation and benefits created by this Agreement. The Executive's participation in such plans and arrangements shall be on an appropriate level, as determined by the Board, as appropriate. Notwithstanding any provision of NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive's service with the Company or NYSEG from September 9, 1996 exceeds five full years, there shall be paid to the Executive under NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by giving the Executive, for purposes of that plan, service credit for three years of service for each of the Executive's actual years of service. All service with Energy East Corporation companies. Notwithstanding the foregoing sentence of this Section 5.2, and any provision of NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive Retires from the Company EEMC subsequent to April 15July 13, 20042010, there shall instead be paid to the Executive under NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by (i) giving the Executive, for purposes of that plan, service credit for 40 years of service, (ii) deeming the Executive to be a "Key Person" as defined in, and for all purposes under, that plan and (iii) deeming the Executive's "highest three consecutive years of earnings within the last ten five years of employment" for purposes of that plan to be equal to the Executive's Base Salary at the rate in effect at the time he Retires. During Retires plus the Term of this Agreement, the Company will, on each January 5, beginning January 5, 2001, pay the premium on a Whole Life Insurance Policy issued by The Guardian Life Insurance Company of New York, Policy No. 3813573, on the life average of the highest three consecutive incentive compensation awards earned by the Executive within the last five years of employment under the AEIP (the "Life Insurance Policy"as hereinafter defined); provided that in no event shall the Company pay on , or any such date more than $96,000 toward payment of such premium and provided that the Company shall not pay such premium if the Executive's employment has been terminated for any reason prior to such January 5, except as otherwise provided in Sections 6 and 9.1(E) hereofsuccessor annual executive incentive compensation plan.

Benefit and Incentive Plans. The Executive shall be entitled to participate in or receive compensation and/or benefits, as applicable, under all "employee benefit plans" (as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA")), all incentive compensation plans, and all employee benefit arrangements made available by the Company now or during the period of the Executive's employment hereunder to its executives and key management employeesemployees of its subsidiaries, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements; provided, however, that there shall be no duplication of the compensation and benefits created by this Agreement. The Executive's participation in such plans and arrangements shall be on an appropriate level, as determined by the Board. Notwithstanding any provision of NYSEGthe Company's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive's service employment with the Company or NYSEG from September 9, 1996 exceeds five full years, there shall be paid to the Executive under NYSEG's Supplemental Executive Retirement Plan (or and EEMC terminates for any successor plan) an amount that shall be determined by giving the Executive, for purposes of that plan, service credit for three years of service for each of the Executive's actual years of service. Notwithstanding the foregoing sentence of this Section 5.2, and any provision of NYSEG's Supplemental Executive Retirement Plan (or any successor plan) that may be to the contrary, if the Executive Retires from the Company reason subsequent to April 15July 1, 2004, there shall instead be paid to the Executive under NYSEGSection 6 of the Company's Supplemental Executive Retirement Plan (or any successor plan) an amount that shall be determined by (i) giving the Executive, for purposes of that plan, service credit for 40 years of service, (ii) deeming the Executive to be a "Key Person" as defined in, and for all purposes under, that plan and (iii) deeming the Executive's "highest three consecutive years of earnings within the last ten five years of employment" for purposes of that plan to be equal to the Executive's Base Salary at the rate in effect at the time he Retires. During his employment terminates plus the Term of this Agreement, the Company will, on each January 5, beginning January 5, 2001, pay the premium on a Whole Life Insurance Policy issued by The Guardian Life Insurance Company of New York, Policy No. 3813573, on the life average of the highest three consecutive incentive compensation awards earned by the Executive within the last five years of employment under the AEIP (the "Life Insurance Policy"as hereinafter defined); provided that , or any successor annual executive incentive compensation plan. The following provisions shall apply in no event shall the Company pay on any such date more than $96,000 toward payment of such premium and provided that the Company shall not pay such premium if determining the Executive's lump sum benefit payable under Section 6(C) of the Company's Supplemental Executive Retirement Plan (or any successor plan): (A) The lump sum benefit under Section 6(C) of the Company's Supplemental Executive Retirement Plan (or any successor plan) shall be determined by employing the annual rate of interest on 30-year Treasury securities in effect as of (i) December 31, 2003 (i.e. 5.07%), or (ii) the last day of the year preceding the year of distribution, whichever is lower. (B) The sum of (x) the lump sum the Executive is eligible to receive under any defined benefit plan adopted or sponsored by NYSEG, as determined pursuant to the terms of that plan, (y) the present value of any Social Security benefits which the Executive is eligible or expected to become eligible to receive (calculated by employing the interest rate set forth in paragraph A, above), and (z) the lump sum benefit under Section 6(C) of the Company's Supplemental Executive Retirement Plan (or any successor plan) (calculated by employing the interest rate set forth in paragraph A, above) at the time of termination of employment has been terminated for shall be no less than the sum of the amounts described in (x), (y) and (z) that the Executive would have received had he retired on May 1, 2004. (C) Should the Executive die while an active employee of the Company, his estate will receive a lump sum amount under Section 6(C) of the Company's Supplemental Executive Retirement Plan (or any reason successor plan) equal to the lump sum amount he would have received under the Company's Supplemental Executive Retirement Plan (or any successor plan) if he had retired from the Company on the day prior to such January 5his death (calculated by employing the interest rate set forth in paragraph A, except as above). This benefit shall be in lieu of any benefits that would otherwise provided in Sections be payable to the Executive's surviving spouse pursuant to Section 6 and 9.1(E(B) hereofof the Company's Supplemental Executive Retirement Plan (or any successor plan).