DEFERRAL AGREEMENT Tommy D. Kilgore
Exhibit
10.24
DEFERRAL AGREEMENT
Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
The TVA Board of Directors has approved your participation in TVA’s Long-Term
Deferred Compensation Plan (Plan) under the following terms:
Annual deferred compensation credits: |
$300,000 | Vesting Date(s) | Vesting Amount | ||||
Duration of deferral agreement: |
4 years and 7 months | ||||||
First compensation credit: |
$300,000 (03/31/2005) | 03/31/2005 | $300,000 | ||||
Second compensation credit: |
$300,000(10/01/2005) | 09/30/2009 | Balance of account | ||||
Third
compensation credit: |
$300,000(10/01/2006) | 09/30/2009 | Balance of account | ||||
Fourth compensation credit: |
$300,000 (10/01/2007) | 09/30/2009 | Balance of account | ||||
Fifth and final compensation credit: |
$300,000 (10/01/2008) | 09/30/2009 | Balance of account | ||||
Total credits over deferral period: |
$1,500,000 | ||||||
Expiration date: |
09/30/2009 |
Please read the following provisions carefully and indicate your approval by signing at the
designated place below.
As a participant in the Plan, I hereby agree to be bound by the following terms and conditions:
Annual deferred compensation credits as stated above will be made to an account in my name
for a period of 4 years and 7 months, beginning on
March 3, 2005, and ending on September
30, 2009, provided that I remain employed by TVA during that period. I shall be entitled to
compensation credits including interest and returns on the vesting dates as stated in the
above schedule provided that I am employed by TVA through the vesting period. The first
credit shall be made directly to an account in TVA’s Merit Incentive Supplemental
Retirement Income Plan (MISRIP). Upon expiration of this agreement, the balance of the
account, including interest and return as provided below, will be paid to me in a lump sum
unless I elect below to have the balance transferred to an account in TVA’s MISRIP.
I understand that I must be an employee of TVA at the time of the vesting dates stated
above, or no payments or transfers under the Plan will be made by TVA, and any credits to
my account will be extinguished. However, in the event that TVA terminates my employment
during the term of this agreement through no act or delinquency of my own, this agreement
is terminated as of the date of my termination and no further credits will be made under
it. Within 30 days of my termination, my remaining account balance, including interest or
return as provided below, shall be paid to me in a lump sum. If TVA terminates my
employment for cause prior to any vesting date, no further payments will be made and my
account balance will be extinguished. In the event of my death during the term of this
agreement, my current account balance will be paid to the person identified on my
beneficiary designation form or, in the absence of such designation, to my estate.
Interest will be credited to the balance reflected in my deferral account on the same
basis as interest is calculated and credited under XXXXXX. In the
alternative, I may
choose to have my balance adjusted based on the return of the funds I select under the
same conditions as are contained in MISRIP. I understand that I am solely responsible
for the risk associated with any return elections that I make.
The Plan may be amended or discontinued by the Board at any time. If the Board elects to
discontinue the Plan, any credits to my account as of the date of termination of the Plan
will be paid to me within 30 days of Plan termination. Please
elect one of the following
options for payment upon expiration of this agreement:
| o Balance of account to be paid to me in a lump sum | |||
| ü Balance of account to be transferred to TVA MISRIP account |
I understand that nothing contained in this agreement shall be construed as
conferring the right to continue in the employment of TVA as an executive or in any
other capacity and that the payment election I have made is final (not revocable).
/s/
Xxxxx X. Xxxxxxx |
3/29/05 |
|||||
/s/
Xxxx X. Xxxx, Xx. |
3/29/05 |
