Nicor Inc.
Form 10-K
Exhibit 10.32
Supplemental Retirement Benefit Agreement
THIS AGREEMENT, dated as of this 1st day of January, 2001, (the
"Effective Date"), by and between NICOR Inc., an Illinois
corporation, (the "Company"), and Xxxx X. Xxxxxxx (the
"Executive"),
WITNESSETH THAT
WHEREAS, in consideration of services to be performed by the Executive for the
Company, the Company and the Executive wish to enter into this Agreement
relating to supplemental benefits to be provided to the Executive by the
Company;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the Executive as
follows:
1. Retirement Income. Subject to the following provisions of this Agreement, the
Executive shall be entitled to an annual Retirement Benefit of $50,000
multiplied by the Vesting Percentage at the date payment commences. Payments
shall commence on the first day of the month next following the later of the
Executive's sixtieth birthday or Termination Date and shall be payable for
the Executive's life.
2. Vesting Percentage. The Vesting Percentage shall be
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determined from the following schedule:
Completed Years of Vested
Continuous Service Percentage
Less than three
years Null
Three years 50 percent
Four years 75 percent
Five or more years 100 percent
Continuous Service shall commence on the Executive's date of hire by the
Company.
3. Default Form of Payment. Unless otherwise elected as provided in paragraph
(6), the Retirement Benefit shall be paid as an Actuarially Equivalent Single
Lump Sum. The Actuarial Equivalent Single Lump Sum shall be determined and
paid as soon as administratively feasible following the Termination Date, and
no further benefits will be provided under this Agreement.
4. Termination Date. The Executive's "Termination Date" is the
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date on which his employment with the Company terminates for
any reason.
5. Actuarially Equivalent Single Lump Sum. The "Actuarially Equivalent Single
Lump Sum" shall be determined (i) as the actuarial equivalent of a single
life annuity equal to the Retirement Benefit, assuming payments would
commence on the first day of the month immediately following the later of the
Executive's sixtieth birthday or the Executive's Termination Date and would
be payable for the Executive's life. The Actuarially Equivalent Single Lump
Sum shall be determined as of the first day of the month following the
Termination Date using the lump sum factors under the Nicor Gas Retirement
Plan (the "Retirement Plan").
6. Optional Payment Forms. Notwithstanding the provisions of paragraph (3), the
Executive may elect payment of his Retirement Benefit in any form of payment
available under the Retirement Plan; provided, however, that any such
election or revocation of any such election shall be effective only to the
extent that it is made at least one year prior to the Termination Date. The
amount of the Optional Payment Form shall be the actuarial equivalent of the
Retirement Benefit, determined by applying the factors in use by the
Retirement Plan at the Termination Date.
7. Change of Control. If the Company becomes obligated to provide benefits under
Section 5.1 of the Change-in-Control Agreement between the Company and the
Executive dated December 20, 2000 (the "Change-in-Control Agreement"), as the
result of termination of employment by the Executive for Good Reason or by
the Company and Nicor Gas, as applicable, other than for Cause or Permanent
Disability (as these terms are defined in the Change-in-Control Agreement),
then the Severance Period defined under the Change-in-Control Agreement shall
be taken into account for purposes of determining the Vesting Percentage
under this agreement. The Retirement Benefit shall not otherwise be modified
by benefits provided under Section 5.1 of the Change-in-Control Agreement, or
the Severance Period under the Change-in-Control Agreement, notwithstanding
Section 5.1.6 of the Change-in-Control Agreement.
8. Permanent Disability. If the Executive's employment terminates as the result
of Permanent Disability as defined in the Change-in-Control Agreement, the
Permanent Disability Effective Date as defined in the Change-of-Control
Agreement shall be the Termination Date for all purposes under this
agreement, including determination of the Vesting Percentage.
9. Death. If the Termination Date occurs as the result of
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death while employed by the Company, no benefits shall be
payable under this Agreement.
10. Cause. If Termination Date occurs "for cause," as defined
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in the Change-in-Control Agreement, while employed by the
Company, no benefits shall be payable under this Agreement.
11. Inclusion in Nicor Gas Supplementary Retirement Plan (the "SRET"). The
Executive shall be a Limited Participant in the SRET. The Benefits payable
under this Agreement shall be paid from the SRET. The benefits payable to the
Executive under the SRET shall be determined solely in accordance with, and
in all respects subject to and paid in accordance with, this Agreement.
12. Heirs and Successors. This Agreement shall be binding upon, and inure to the
benefit of, the heirs, executors and legal representatives of the Executive
and the Company and its successors and assigns, and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Company's assets and business.
13. Benefit May Not Be Assigned or Alienated. The benefit
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payable to any person under this Agreement may not be
voluntarily or involuntarily assigned or alienated.
14. Applicable Laws. This Agreement shall be interpreted and
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administered in accordance with the laws of the State of
Illinois, without regard to its choice of law principles.
15. Entire Agreement and Amendment. This Agreement constitutes the entire
Agreement between the Executive and the Company with respect to supplemental
retirement benefits, and supersedes all prior agreements, verbal and written,
that may have been made by the parties hereto. This Agreement may be amended
or cancelled by mutual agreement of the parties hereto in writing without the
consent of any other person and, so long as the Executive lives, no person,
other than the parties hereto, shall have any rights under or interest in
this Agreement or the subject matter hereof.
16. Severability. If any one or more paragraphs or other portions of this
Agreement are declared by any court or governmental authority to be unlawful
or invalid, such unlawfulness or invalidity shall not serve to invalidate any
paragraph or other portion not so declared to be unlawful or invalid. Any
paragraph or other portion so declared to be unlawful or invalid shall be
construed so as to effectuate the terms of such paragraph or other portion to
the fullest extent possible while remaining lawful and valid.
17. Notices. All notices and other communications under this Agreement shall be
in writing and delivered by hand, by a nationally-recognized commercial
delivery service, or by first-class registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
If to the Executive:
Xxxx X. Xxxxxxx
00 Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
If to the Company:
Nicor Inc.
0000 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000-0000
Attn: Xxxxxxx X.Xxxxxxxxx
18. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed as original, but
all of which together shall constitute one and the same
instrument.
19. Captions. The captions of this Agreement are not a part of
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the provisions hereof and shall have no force or effect.
20. Tax Withholding. The Company may withhold from any amounts
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payable under this Agreement any federal, state, or local taxes
that are required to be withheld pursuant to any applicable law
or regulation.
21. No Waiver. A waiver of any provision of this Agreement
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shall not be deemed a waiver of any other provision, and any
waiver of any default as to any such provision shall not be
deemed a waiver of any later default as to that or any other
provision.
IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement
as of the date first above written.
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Xxxx X. Xxxxxxx
Nicor Inc.
By:_________________________
Chairman, President and CEO
