AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Exhibit 10.3
AMENDED AND RESTATED
This Agreement, made this 24th day of January, 2008 by and between THE CONNECTICUT WATER
COMPANY (hereinafter referred to as the “Employer”) and [ ] (hereinafter
referred to as the “Employee”).
[WHEREAS, the Employer and the Employee entered into a Supplemental Executive Retirement
Agreement dated [ ], as amended by a First Amendment dated
[ ]; and]
[WHEREAS, the Employer and the Employee entered into a Supplemental Executive Retirement
Agreement dated [ ]; and]
[WHEREAS, the Employer and the Employee entered into a Supplemental Executive Retirement
Agreement dated [ ], as amended by a First Amendment dated [ ] and
further amended by a Second Amendment dated [ ]; and]
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements
herein contained, the parties hereto agree to enter into this Amended and Restated Supplemental
Executive Retirement Agreement, effective January 1, 2008, as follows:
a. Normal or Deferred Retirement. If, upon or after the Employee’s attainment of age
65, the Employee shall separate from service and [she] shall be eligible to receive a benefit
under The Connecticut Water Company Employees’ Retirement Plan (hereinafter referred to as the
“Retirement Plan”), the Employee shall be entitled to
receive pursuant to this Agreement a benefit
having a value equal to an annual benefit for [her] life of (a) 60% of the Employee’s Average
Earnings reduced by (b) the annual benefit payable to the Employee under the Retirement Plan in the form of a single life
annuity for the life of the Employee (whether or not the benefit under the Retirement Plan is
actually paid in such form), commencing at the same time as of which benefits commence hereunder
(whether or not the benefit under the Retirement Plan commences at such time), [and further
reduced by the annual benefit payable to Employee under any qualified defined benefit plan
maintained by in the form of a single life annuity on the life the
Employee (whether or not the benefit under such plan is actually paid in such form) commencing at
the same time as of which benefits commence hereunder (whether or not the benefit under such plan
commences at such time)]. Such benefit will be payable in accordance with Section 2 below. The
date as of which benefits commence hereunder is the first day of the month following the
Employee’s separation from service, even though actual payment may be delayed in accordance with
Section 2 hereof.
c. For purposes of a. and b. above, “Average Earnings” shall have the meaning set forth in
the Retirement Plan, except that in determining Average Earnings, Annual Earnings (as defined in
the Retirement Plan) shall not be limited to the OBRA ‘93 annual compensation limit, the annual
compensation limit imposed under the Economic Growth and Tax Relief Reconciliation Act of 2001
(“EGTRRA”), or any similar limit on annual compensation under Section 401(a)(17) of the Internal
Revenue Code of 1986, as amended (the “Code”), imposed by any future legislation.
In determining Average Earnings, if the Employee retires under this Agreement on or after
attainment of age 62, Annual Earnings shall also include the value of all of the following: (1)
Cash Units, (2) Restricted Stock, [and] (3) Performance Shares awarded to a Participant under the
Connecticut Water Service, Inc. Performance Stock Program (the “Program”) for any year in which
such awards are made [and (4) Director’s fees paid to Employee not otherwise included in the
definition of Average Earnings]. Notwithstanding the foregoing, in no event shall awards which
are long-term
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awards or PARSAs under the Program be taken into account in determining Average
Earnings. The value of such awards (other than long-term awards or PARSAs) shall be included
within Annual Earnings in the year in which such amounts are finally determined and actually
awarded [and Director’s fees shall be taken into account in the
year paid]. Such amounts, if credited to a Performance Share Account, shall not be counted a
second time when payment is made from such Account.
The calculation of the benefit set forth in a. and b. above, and of all other benefits
payable under this Agreement, shall be performed by the Compensation Committee under the
Retirement Plan, and the calculations and interpretations of such Committee shall be final and
binding on the parties hereto.
The Employee will not be deemed to have retired unless [she] has experienced a separation
from service as defined in Section 409A of the Code.
If the Employee is a specified employee at the time of separation and should die after
separation, but prior to the first day of the seventh (7th) month following separation
from service, a lump sum equal to the amount the Employee would have received had [she] commenced
receiving benefits immediately upon the first day of the month
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following separation from service and ending on the date of death shall be paid to the Employee’s estate; and the Employee’s
surviving spouse, if any, shall receive any 50% survivor annuity payments for the period from the
Employee’s date of death to the first day of the seventh (7th) month following
separation from service. Any payments made pursuant to the preceding sentence shall be made on
the first day of the seventh (7th) month following separation from service.
The form in which the benefit hereunder shall be paid is, if the Employee is unmarried at the
time of separation from service, an annuity for the life of the Employee only and, if the Employee
is married at the time of separation from service, an annuity for the life of the Employee with
the provision that after the Employee’s death, 50% of the annual benefit that was payable to the
Employee shall be continued to the Employee’s surviving spouse for life (a “Joint and Survivor
Annuity”). The benefit payable as a Joint and Survivor Annuity shall be calculated by applying to
the benefit calculated in accordance with Section 1.a., l.b. or 1.d. hereof, as appropriate, the
factors for the 50% contingent annuity option set forth in the Retirement Plan.
Monthly installments of benefits shall be paid on the first day of the month and shall cease
to be paid as of the first day of the month following the date of the Employee’s death, unless a
Joint and Survivor Annuity is then in effect, in which event the installments shall continue to be
paid on the first day of the month and shall cease as of the first day of the month following the
death of the Employee’s surviving spouse. A Joint and Survivor Annuity shall be deemed to be in
effect if the Employee is married at the time of separation from service, regardless of whether
the Employee dies prior to actual commencement of benefits.
No other death benefits shall be payable in the event of the Employee’s death while in
the service of the Employer.
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gross failure to perform [her] duties, or disclosure of secret or other confidential information of the Employer to any
competitor or to any person not authorized to receive such information, neither the Employee,
[her] spouse, [her] beneficiary nor [her] estate shall be entitled to receive any benefit under
this Agreement.
a. This Agreement may be amended at any time by mutual written agreement of the parties
hereto, but no amendment shall operate to give the Employee, [her] spouse, [her] estate or any
other beneficiary, either directly or indirectly, any interest whatsoever in any funds or assets
of the Employer, except the right to receive the payments herein provided and the right to receive
such payments from assets held in the Trust.
b. This Agreement shall not supersede any other contract of employment, whether oral or in
writing, between the Employer and the Employee, nor shall it affect or impair the rights and
obligations of the Employer and the Employee, respectively, thereunder. Nothing contained herein
shall impose any obligation on the Employer to continue the employment of the Employee.
c. This Agreement shall be construed in all respects under the laws of the State of
Connecticut.
(d) This Agreement has been prepared with reference to Section 409A of the Internal
Revenue Code and should be interpreted and administered in a manner consistent with Section
409A.
(e) This Amendment and Restatement is effective as of January 1, 2008.
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THE CONNECTICUT WATER COMPANY | ||||||
By | ||||||
Its | ||||||
Date | [ ] |
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