Exhibit 10-B
RETIREMENT PLAN FOR OUTSIDE DIRECTORS
OF GENERAL PUBLIC UTILITIES CORPORATION
AS AMENDED AND RESTATED AS OF
JUNE 2, 1994
RETIREMENT PLAN FOR OUTSIDE DIRECTORS
OF GENERAL PUBLIC UTILITIES CORPORATION
1. Purpose
The Retirement Plan for Outside Directors of General Public
Utilities Corporation (the "Plan") is designed to enhance the
ability of General Public Utilities Corporation ("GPU") to
attract and retain competent and experienced Outside Directors by
providing retirement benefits and death benefits for Eligible
Outside Directors who retire or die after the Plan's Effective
Date.
2. Definitions
Except as otherwise specified or as the context may otherwise
require, the following terms have the meanings indicated below
for all purposes of this Plan:
Outside Director means a member of the Board of Directors of GPU
who, during the period involved, is not or was not an Officer or
an employee of GPU or a subsidiary thereof.
Board Service means service as an Outside Director of GPU both
before and after the Effective Date.
Change in Control means a "Change in Control" as defined in
Section 7(c) of the 1990 Stock Plan for Employees of General
Public Utilities Corporation and Subsidiaries.
Compensation means the sum of: (a) the monthly retainer paid in
cash to an Outside Director as compensation for services as a
Director of GPU, excluding any fees paid for attendance at
meetings of the Board of Directors of GPU or any committee of
such Board of Directors, and also excluding any additional
retainer paid for service as a Committee Chairman, and (b) one-
twelfth of the cash value of all shares awarded to, the Outside
Director pursuant to the Restricted Stock Plan for Outside
Directors as the annual award thereunder for the year preceding
his or her Retirement, and not subsequently forfeited.
The cash value of a share shall be its closing price as reported
for New York Stock Exchange-Composite Transactions on the date of
award.
Effective Date means the date of initial adoption of this Plan by
the Board of Directors of GPU.
Retirement of Retires means the cessation of service as an
Outside Director for any reason other than (i) acceptance of
employment as an officer or employee of GPU or a subsidiary
thereof or (ii) death.
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3. Eligibility
An Outside Director who has completed at least fifty-four (54)
months of Board Service and who Retires from the Board of
Directors of GPU or dies before Retirement on or after the
Effective Date shall be eligible for benefits as provided herein.
After the occurrence of a Change in Control, any person who was
an Outside Director immediately prior to such Change in Control,
shall be eligible for benefits as provided herein upon Retirement
or death before Retirement, whether or not such Outside Director
has completed at least fifty-four (54) months of Board Service.
4. Pension Benefits of Eligible Retired Outside Directors
Before Death
The accumulated amount of pension benefits payable to an Outside
Director eligible to receive benefits hereunder shall be equal to
the product of (a) the number of months of such Outside
Director's Board Service under this Plan times (b) the monthly
compensation of such Outside Director at the date of such Outside
Director's Retirement under the Plan. Such pension benefits
shall be paid in monthly installments equal to the monthly
compensation of each Outside Director at the date of such Outside
Director's Retirement. Such pension benefits shall commence on
the first day of the month following the Director's 60th birthday
or the Director's Retirement under the Plan, whichever is later,
and shall continue during the Retired Outside Director's life
until the date when the total payments to the Retired Outside
Director shall be equal to the Outside Director's accumulated
pension benefits at the date of such Director's Retirement.
5. Benefits Payable by Reason of Death of Eligible Outside
Director
In the event that an Outside Director who is eligible to
receive benefits hereunder should die prior to receiving
payment of the full amount of his or her accumulated pension
benefits, the remaining portion of such Outside Director's
accumulated pension benefits shall be paid as follows:
(a) If the Outside Director dies after Retirement, the
monthly payments previously made to the Outside
Director shall continue to be made to the Outside
Director's surviving spouse (or, if applicable,
designated beneficiary) until the aggregate of the
payments to the Outside Director and such surviving
spouse or beneficiary shall be equal to the Outside
Director's accumulated pension benefits at the date of
such Director's Retirement.
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(b) If the Outside Director dies prior to Retirement, there
shall be paid to the Outside Director's surviving
spouse, (or, if applicable, designated beneficiary)
monthly installments equal to the monthly compensation
of such Outside Director at the date of such Outside
Director's death until the aggregate of the payments to
such surviving spouse (or, if applicable, designated
beneficiary) shall be equal to the Outside Director's
accumulated amount of pension benefits at the date of
the Outside Director's death. Payment of such monthly
installments shall begin on the first day of the month
next following the Outside Director's death or, if
later, the first day of the month in which the Outside
Director's 60th birthday would have occurred if the
outside Director had survived.
6. Designated Beneficiary of Eligible Outside Director
If an Eligible Outside Director shall die without leaving a
surviving spouse or if the Outside Director's surviving spouse
shall die prior to payment in full of the outside Director's
accumulated pension benefits, the payments which would otherwise
have been made to the Outside Director's surviving spouse shall
be made to the Outside Director's designated beneficiary (or
beneficiaries). Such designations shall be made in writing on
forms provided by GPU to the Outside Director. Any such
designation by an Outside Director may be revoked by the Outside
Director at any time before or after Retirement. Any such
revocation shall be made in writing on a form provided by GPU to
the Outside Director.
7. Provision for Benefits
All benefits payable hereunder shall be provided from the general
assets of GPU. No Outside Director shall acquire any interest in
any specific assets of GPU by reason of this Plan. An Outside
Director shall have the status of a mere unsecured creditor of
GPU with respect to his or her right to receive any payment under
the Plan. The Plan shall constitute a mere promise by GPU to
make payments in the future of the benefits provided for herein.
It is intended that the arrangements reflected in this Plan be
treated as unfunded for tax purposes.
8. Amendment and Terminations
The Board of Directors of GPU reserves the right to terminate
this Plan or amend this Plan prospectively in any respect at any
time, but no such amendment may reduce (a) the benefits of any
Outside Director who has previously Retired hereunder, or (b) the
benefits accrued herewith by any Outside Director prior to the
effective date of such amendment.
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9. Administration
This Plan shall be administered by the Personnel, Compensation,
and Nominating Committee of the Board of Directors of GPU. Such
Committee's final decision, in making any determination or
construction under this Plan and in exercising any discretionary
power, shall in all instances be final and binding on all persons
having or claiming any rights under this Plan. Notwithstanding
the foregoing, any determination made by the Committee after the
occurrence of a Change in Control that denies in whole or in part
any claim made by any individual for benefits under the Plan
shall be subject to judicial review, under a "de novo", rather
than a deferential, standard.
10. Miscellaneous
Nothing herein contained shall be deemed to give any Outside
Director the right to be retained as a Director of GPU, nor shall
it interfere with the Outside Director's right to terminate such
directorship at any time. An Outside Director's rights to
payments under this Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer (other than transfer by
will or by the laws of descent and distribution, in the absence
of a beneficiary designation), assignment, pledge, encumbrance,
attachment or garnishment by creditors of the Outside Director or
his or her spouse or other beneficiary.
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