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Exhibit 10(g)
DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT, made and entered into this the 26th day of
January, 1996, and effective as of the date hereof (the "Effective Date"),
between MOBILE GAS SERVICE CORPORATION, an Alabama corporation (hereinafter
referred to as the "COMPANY") and XXXX X. XXXXX (hereinafter referred to as the
"EMPLOYEE"),
W I T N E S S E T H:
WHEREAS, the EMPLOYEE is currently employed by the COMPANY and is now
and will be rendering valuable services to the COMPANY; and
WHEREAS, it is the desire of the COMPANY to have the benefit of the
EMPLOYEE's continued loyalty, service and counsel and also to assist the
EMPLOYEE in providing for the contingencies of retirement and death; and
WHEREAS, in order to assist the EMPLOYEE in providing for the
contingencies of retirement and death and to reward him for the value of his
past and projected services to the COMPANY, it is the desire of the parties
hereto to enter into this Deferred Compensation Agreement.
NOW, THEREFORE, in consideration of the premises and in consideration
of the terms and conditions hereinafter set forth, the parties hereto do hereby
agree as follows:
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1. DEFINITIONS. The following terms, when capitalized,
shall be defined as follows for purposes of this Agreement:
(a) "BENEFIT COMMENCEMENT DATE" shall mean the first day
of the month following the later of (1) the month in which the EMPLOYEE
Retires, if the EMPLOYEE is continuously employed by the COMPANY during the
period commencing with the Effective Date and ending on the date the EMPLOYEE
attains his Retirement Age, or (2) the month in which occurs the sixty-fifth
(65th) birthday of the EMPLOYEE, whether or not the EMPLOYEE is still living as
of such birthday.
(b) "RETIRE" shall mean the EMPLOYEE's ceasing
employment, for whatever reason, with the COMPANY at any time on or after
attaining his Retirement Age, provided the EMPLOYEE has been continuously
employed by the COMPANY during the period commencing with the Effective Date
and ending on the date the EMPLOYEE attains his Retirement Age.
(c) "RETIREMENT AGE" shall mean the sixty-fifth (65th)
birthday of the EMPLOYEE.
(d) "RETIREMENT BENEFIT" shall mean a monthly benefit
paid to the EMPLOYEE each month for the remaining lifetime of EMPLOYEE (i.e.,
as a single life annuity form of payment) commencing on the Benefit
Commencement Date and payable on the first day of each month thereafter equal
to the difference between (1) the monthly benefit which would have been paid to
the EMPLOYEE in the form of a single life annuity form of payment under the
Mobile Gas Service Corporation Retirement Plan (the "Plan"), a tax-qualified
employee pension benefit plan sponsored by Mobile Gas Service Corporation, as
of the Benefit Commencement Date, based on the EMPLOYEE's employment history
with the COMPANY, but assuming for
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purposes of computing the Retirement Benefit hereunder that the EMPLOYEE's
years of credited service under the Plan equals the greater of (i) the number
of years of credited service actually credited to the EMPLOYEE under the terms
of the Plan, or (ii) twenty (20), and (2) the monthly benefit actually payable
to the EMPLOYEE in the form of a single life annuity form of payment as of the
Benefit Commencement Date under the express terms and provisions of the Plan.
For purposes of this definition, the earliest date payments could actually
commence to the EMPLOYEE under the express terms and conditions of the Plan
after the EMPLOYEE Retires shall be treated as the Benefit Commencement Date.
(e) "RETIREMENT LUMP SUM PAYMENT" shall mean a single
lump sum cash benefit payable on the Benefit Commencement Date which is the
actuarial equivalent of the Retirement Benefit, determined as of the Benefit
Commencement Date, computed on the basis of the interest and mortality
assumptions in effect under the express terms of the Plan as in effect on the
Benefit Commencement Date.
(f) "SEVERANCE BENEFIT" shall mean a monthly benefit paid
to the EMPLOYEE each month for the remaining lifetime of the EMPLOYEE (i.e., as
a single life annuity form of payment) commencing on the Benefit Commencement
Date and payable on the first day of each month thereafter equal to two thirds
(2/3rds) of the monthly benefit which would have been paid to the EMPLOYEE
under the express terms and provisions of the Plan if the EMPLOYEE had Retired
on his sixty-fifth (65th) birthday, but based on the EMPLOYEE's actual
employment history with the COMPANY as of the date the EMPLOYEE actually ceases
employment with the COMPANY, for whatever reason, including death.
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(g) "SEVERANCE LUMP SUM PAYMENT" shall mean a single lump
sum cash benefit payable on the Benefit Commencement Date which is the
actuarial equivalent of the Severance Benefit, determined as of the EMPLOYEE's
Benefit Commencement Date, computed on the basis of the interest and mortality
assumptions in effect under the express terms of the Plan as in effect on the
Benefit Commencement Date.
(h) "JOINT AND SURVIVOR BENEFIT" shall mean a monthly
benefit which is elected by the EMPLOYEE in accordance with the terms of
Section 2 hereof and which is payable to the EMPLOYEE for his lifetime
commencing on the EMPLOYEE's Benefit Commencement Date, and continuing to be
paid on the first day of each month thereafter until the month in which the
EMPLOYEE dies, with fifty percent (50%) of such monthly benefit payable to the
EMPLOYEE's wife for her remaining lifetime, if EMPLOYEE is still married as of
his death, such monthly benefit to commence on the first day of the month
following the month in which the EMPLOYEE dies and shall continue to be paid on
the first day of each month thereafter until the month in which the EMPLOYEE's
wife dies, such that such joint and survivor monthly benefit has an actuarial
value equal to the actuarial value of the EMPLOYEE's Retirement Benefit or
Severance Benefit, whichever would otherwise be payable to the EMPLOYEE
commencing on the Benefit Commencement Date in the absence of such election.
For purposes of determining such actuarial equivalence, the interest and
mortality assumptions in effect under the express terms of the Plan as of the
EMPLOYEE's Benefit Commencement Date shall be used.
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2. PAYMENT OF DEFERRED COMPENSATION. The EMPLOYEE or the
EMPLOYEE's wife will be paid one of the following amounts in the following
manner and according to the following terms and conditions:
(a) CESSATION OF EMPLOYMENT PRIOR TO AGE 65. If the
EMPLOYEE terminates his employment with the COMPANY for any reason prior to
attaining his sixty-fifth (65th) birthday, but after having completed at least
five (5) "Years of Service" (as that term is defined in the Plan as in effect
on the Effective Date) with the COMPANY, the EMPLOYEE shall have qualified
hereunder for a Severance Benefit. If the EMPLOYEE is still living on the
Benefit Commencement Date, the COMPANY shall pay to the EMPLOYEE such Severance
Benefit commencing on the Benefit Commencement Date. If the EMPLOYEE so
elects, in writing on a form satisfactory to the COMPANY, prior to the
EMPLOYEE's Benefit Commencement Date, the EMPLOYEE will receive, in lieu of a
Severance Benefit otherwise payable hereunder, either a Joint and Survivor
Benefit or a Severance Lump Sum Payment, whichever benefit is elected by the
EMPLOYEE, provided, however, that a Severance Lump Sum Payment can be elected
by, and paid to, the EMPLOYEE if, and only if, the amount of such Lump Sum
Payment does not exceed Three Thousand, Five Hundred Dollars ($3,500.00).
(b) RETIREMENT BENEFIT. If the EMPLOYEE Retires from the
COMPANY, the EMPLOYEE shall have qualified hereunder for a Retirement Benefit.
If the EMPLOYEE is still living on the Benefit Commencement Date, the COMPANY
shall pay to the EMPLOYEE such Retirement Benefit commencing on the Benefit
Commencement Date. If the EMPLOYEE so elects, in writing on a form
satisfactory to the COMPANY, prior to the EMPLOYEE's Benefit Commencement Date,
the EMPLOYEE will receive in lieu of a Retirement Benefit otherwise
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payable hereunder, either a Joint and Survivor Benefit or a Retirement Lump Sum
Payment, whichever benefit is elected by the EMPLOYEE, provided, however, that
a Retirement Lump Sum Payment can only be elected by, and paid to, the EMPLOYEE
if, and only if, the amount of such Retirement Lump Sum Payment does not exceed
Three Thousand, Five Hundred Dollars ($3,500.00).
(c) DEATH BENEFITS. If the EMPLOYEE should die either
(1) while having been continuously employed by the COMPANY from and after the
Effective Date, or (2) after having terminated employment with the COMPANY, but
in either case after having qualified for either a Severance Benefit or a
Retirement Benefit in accordance with the preceding provisions of this Section
2, then, notwithstanding anything herein contained to the contrary, the
EMPLOYEE's wife, if any, as of such date of death, shall receive from the
COMPANY commencing on the Benefit Commencement Date the Joint and Survivor
Benefit which would have been paid to the EMPLOYEE's wife on the first day of
the month following the Benefit Commencement Date if (i) the EMPLOYEE were
still living on the Benefit Commencement Date, (ii) the EMPLOYEE had received
the first monthly payment of the Retirement Benefit or Severance Benefit, as
the case may be, to which he would have otherwise been entitled to receive
hereunder as of such Date, and (iii) the EMPLOYEE died the next day.
3. AGREEMENT AND BENEFITS NON-ASSIGNABLE. Neither the COMPANY
nor the EMPLOYEE nor his wife may assign, pledge, collateralize, or anticipate
any rights or benefits under this Agreement. It being the intent of the
COMPANY that the benefits provided by this Agreement will be available to
assist in the support and maintenance of the EMPLOYEE
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and his wife, the COMPANY wishes to limit the rights of the EMPLOYEE and his
wife in a manner which will help assure that such benefits will be available
for the support and maintenance of the EMPLOYEE and his wife. Therefore, the
benefits provided by this Agreement will not be subject to garnishment,
attachment or any other legal process by creditors of the EMPLOYEE or any
person or persons.
4. EMPLOYMENT RIGHTS. This Agreement creates no rights in the
EMPLOYEE to continue his employment with the COMPANY for any length of time,
nor does it create any rights in the EMPLOYEE or his wife or any obligations on
the part of the COMPANY, other than those set forth herein.
5. GENERAL CREDITOR STATUS OF EMPLOYEE. This Agreement is solely
between the COMPANY and the EMPLOYEE. The EMPLOYEE and his wife will have
recourse only against the COMPANY for enforcement of his (and her, in certain
circumstances as described herein) rights to benefits hereunder and only as a
general, unsecured creditor of the COMPANY. Nothing contained in this
Agreement and no action taken pursuant to the provisions of this Agreement
shall create or be construed to create a trust or escrow account of any kind,
or a fiduciary relationship between the COMPANY and the EMPLOYEE, his wife or
any other person.
6. COORDINATION WITH OTHER RETIREMENT PLANS OF THE COMPANY. In
consideration for the COMPANY's entering into this Agreement, the
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EMPLOYEE acknowledges and agrees that the deferred compensation which is
payable hereunder shall not be construed as compensation for purposes of any
other employee pension benefit plan of the COMPANY, insofar as EMPLOYEE's
participation in such other employee benefit plan is concerned.
7. MISCELLANEOUS. This Agreement will be binding upon the
beneficiaries, heirs and assigns, and personal representatives of the EMPLOYEE
and upon the successors and assigns of the COMPANY.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by affixing their hands and seals to this Agreement, as of the date
and year first above written.
MOBILE GAS SERVICE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxx
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As Its: Vice President and Chief
Financial Officer
[AFFIX CORPORATE SEAL]
ATTEST:
/s/ G. Xxxxx Xxxxxxx, Xx.
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As its Vice President, Secretary and
General Counsel
EMPLOYEE
/s/ Xxxx X. Xxxxx
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XXXX X. XXXXX
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