Exhibit 10-C
DEFERRED REMUNERATION PLAN FOR OUTSIDE DIRECTORS
OF GENERAL PUBLIC UTILITIES CORPORATION
(AS AMENDED AND RESTATED EFFECTIVE JUNE 2, 1994)
1. Purpose
1.1 The purpose of this document is to set forth the
Deferred Remuneration Plan for Outside Directors, as
amended and restated effective June 2, 1994. The Plan
will be implemented by individual elections by each
Director.
2. Plan Summary
2.1 This Plan provides for deferral by Directors of all or
a portion of current Remuneration.
2.2 Funds being deferred will be credited with the
equivalent of interest in accordance with Section 6.
2.3 Each component of the deferred funds will be
distributed as follows:
(a) for a Director who elects deferral until a date or
dates following his or her Retirement, to the
Director, in accordance with his or her latest
effective election.
(b) for a Director who elects deferral until a date or
dates preceding his or her Retirement, to the
Director, in accordance with his or her initial
election; or
(c) if a Director dies before the deferred funds have
been fully distributed, to his or her designated
beneficiary, in accordance with the option in
effect for the Director under Section 7.2 for each
component except as the Board may otherwise
determine, based on the circumstances at the time
the distribution is to commence.
3. Definition of Terms
3.1 Account - refers to both Pre-Retirement and Retirement
Accounts established for Directors unless specifically
designated one or the other in the text of this Plan.
3.2 Board of Directors - refers to the Board of Directors
of General Public Utilities Corporation.
3.3 Committee - refers to the Personnel, Compensation and
Nominating Committee of General Public Utilities
Corporation.
3.4 Company - refers to General Public Utilities
Corporation.
3.5 Director - refers to a member of the Board of Directors
who is not an employee of General Public Utilities
Corporation or any of its subsidiaries.
3.6 Plan - refers to this Deferred Remuneration Plan for
Outside Directors as described in this document and as
it may be amended in the future.
3.7 Remuneration - refers to all cash amounts earned during
a calendar year by a Director for services performed as
a Director (including services performed as a member of
a committee of the Board of Directors), but does not
include consulting fees, reimbursement for travel or
other expenses or Company contributions to other
benefit plans.
3.8 Pre-Retirement Account - refers to the memorandum
account which shall be established and maintained for a
Director who elects, pursuant to Section 5.2, to have
payment of any portion of his or her Remuneration for
any Plan Year deferred to a date prior to his or her
Retirement. A separate Pre-Retirement Account shall be
established and maintained for the Remuneration for
each Plan Year which the Director so elects to defer.
3.9 Retirement Account - refers to the memorandum account
which shall be established and maintained for a
Director who elects, pursuant to Section 5.2, to have
payment of any portion of his or her Remuneration for
any Plan Year deferred to a date after his or her
Retirement. All amounts deferred pursuant to elections
made on or before December 31, 1985 under the Plan by a
Director, together with all interest equivalents earned
by such election and created to such amounts prior to
December 31, 1986, shall be treated, on or after such
date, as part of the Director's Retirement Account.
3.10 Retirement - refers to the retirement from service on
the Board of Directors, on account of resignation,
death, or any other reason, without becoming an
employee of GPU or any of its subsidiaries.
3.11 Plan Year - refers to the period October 1, 1986
through December 31, 1986; and each twelve (12) month
period from January 1 through December 31 thereafter.
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4. Administration
4.1 The Board of Directors has established this Plan. The
Board of Directors may in its sole discretion modify
the provisions of the Plan from time to time, or may
terminate the entire Plan at any time. Such
modification or termination shall not affect the rights
of any participant accrued prior to such modification
or termination.
4.2 Responsibility for the ongoing administration of this
Plan rests with the Committee.
4.3 The Committee may delegate the daily administration of
this Plan, including the maintenance of appropriate
records, receiving notifications, making filings, and
maintaining related documentation, to the Vice
President - Human Resources of GPU Service Corporation
and to the Vice President's staff.
4.4 All questions concerning the Plan, as well as any
dispute over accounting or administrative procedures or
interpretation of the Plan, will be resolved at the
sole discretion of the Committee, except that no member
of the Committee shall vote on any matter which affects
that member but not all other members of the Committee.
Notwithstanding the foregoing, any determination made
by the Committee after the occurrence of a "Change in
Control", as defined in Section 7(c) of the 1990 Stock
Plan for Employees of General Public Utilities
Corporation and Subsidiaries, 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.
4.5 All provisions of this Plan, its administration and
interpretation, are intended to be in compliance with
appropriate Internal Revenue Service Rulings and
judicial decisions regarding the construction and
operation of a deferred compensation program, so that
deferred Remuneration and interest equivalents thereon
will not constitute income constructively received
prior to being distributed under the terms of this
Plan.
4.6 A Director's election to voluntarily defer
Remuneration, selection of a distribution commencement
date and distribution option, and designation of a
beneficiary and contingent beneficiary, made pursuant
to this Plan shall be made in writing, on a form
furnished to the Director by the Company for such
purposes, signed and delivered personally or by first
class mail to:
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Corporate Secretary
GPU Service Corporation
100 Interpace Parkway
Parsippany, New Jersey 07054-1149
Any such election, selection, designation, or change
therein, shall not become effective unless and until
received by the Corporate Secretary. A change in a
distribution election made after April 30, 1987 will
not be effective unless made at least twenty-four (24)
months prior to his or her Retirement or Disability.
5. Deferral Election
5.1 A Director may elect to defer all or any portion of his
or her Remuneration for any Plan Year, providing such
portion is three thousand dollars ($3,000) or more. A
separate deferral election shall be made with respect
to a Director's Remuneration for each Plan Year. An
election to defer Remuneration for the 1986 amended
Plan Year shall be made on or prior to September 30.
In subsequent years, the election shall be made on or
before December 31 of the year preceding the Plan Year.
Notwithstanding, the foregoing, (a) Directors who are
initially elected prior to December 1st of any Plan
Year may, within 30 days of such initial election, make
a deferral election for the then current Plan Year, and
(b) Directors who are initially elected after December
1st of any Plan Year may immediately make a deferral
election for both the then current Plan Year and for
the immediately succeeding Plan Year; provided,
however, that any deferral election made pursuant to
clause (a) or (b) hereof shall be effective only with
respect to Remuneration earned after such election has
become effective. All elections under this Section 5.1
shall be irrevocable.
5.2 In his or her election to defer Remuneration for any
Plan Year, a Director shall specify the amount or
portion of the Remuneration to be deferred, and shall
indicate whether the Remuneration so deferred is to be
credited to a Pre-Retirement Account, or to a
Retirement Account.
5.3 With respect to Remuneration deferred hereunder for a
Plan Year which a Director elects to have credited to
his or her Pre-Retirement Account, the Director shall
specify in the election form the date on which
distribution of the Pre-Retirement Account shall be
made or commence. The date so selected shall be no
earlier than 24 months from the close of the Plan Year.
In the election form for the Plan Year, the Director
shall also select an option under Section 7.2 for the
distribution of the Pre-Retirement Account. Except as
provided in Section 7.4, the date so specified, and the
option so selected, may not thereafter be changed by
the Director.
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5.4 With respect to any Remuneration deferred hereunder
which a Director elects to have credited to his or her
Retirement Account, the Director shall, at the time he
or she first elects to have an amount credited to that
account, also elect a distribution commencement date
and a distribution option under Section 7.2 for the
distribution of the Retirement Account. A Director
may, subject to the provisions of Section 4.6, change
any election as to the distribution commencement date
and distribution option for the Retirement Account
previously made by the Director. The distribution
commencement date so elected shall be either the first
business day of the calendar year following the
Director's Retirement, or the first business day of any
subsequent calendar year.
5.5 In the case of a Director who, prior to January 1,
1986, made a deferral election under the Plan with
respect to his or her Remuneration for the calendar
year 1986, any deferral election made by the Director
hereunder with respect to the period commencing October
1, 1986 and ending December 31, 1986 shall be
effective, for that period, only with respect to the
excess, if any, of the amount he or she so elects to
defer for said period over the amount of Remuneration
for said period deferred pursuant to the Director's
prior election.
5.6 The amounts which are deferred, including interest
equivalents, will be credited to a Director's Account.
Prior to distribution, all amounts deferred including
interest equivalents, will constitute general assets of
the Company for use as it deems necessary, and will be
subject to the claims of the Company's creditors. A
Director shall have the status of a mere unsecured
creditor of the Company with respect to his or her
right to receive any payment under the Plan. The Plan
shall constitute a mere promise by the Company to make
payments in the future of the benefits provided for
herein. It is intended that the arrangements reflected
in the Plan be treated as unfunded for tax purposes.
6. Interest
Interest equivalents, compounded monthly on deposits treated
as monthly transactions, will be credited at the end of each
quarter in the calendar year. Such credit will be made to
the balance of each account maintained for a Director
hereunder, including the undistributed balance of any such
account from which payments are being made in installments.
The rate used in calculation of interest equivalents will be
no less than the rate equal to the simple average of
Citibank N.A. of New York Prime Rates for the last business
day of each of the three months in the calendar quarter of,
if greater, such other rate as established from time to time
by the Committee.
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The Company may, but shall not be required to, purchase a
life insurance policy, or policies, to assist it in funding
its payment obligations under the Plan. If a policy, or
policies, is so purchased, it shall, at all times, remain
the exclusive property of the Company and subject to the
claims of its creditors. Neither the Director nor any
beneficiary or contingent beneficiary designated by him or
her shall have any interest in, or rights with respect to
such policy.
7. Distribution of Deferred Funds
7.1 A Director's Pre-Retirement Account shall be
distributed to the Director, or distributions from such
Pre-Retirement Accounts shall commence, on the date or
dates specified in the elections made by the Director
with respect to such accounts. A Director's Retirement
Account shall be distributed to the Director, or
distributions from such Retirement Account shall
commence, on the date specified in the Director's
latest effective election.
7.2 The options for distribution are:
(a) A single lump sum payment.
(b) Annual Installments over any fixed number of years
selected by the Director, with a minimum of five
annual installments required for the Retirement
Account.
(c) Other option, in equal or unequal payments, as
specifically approved by the Committee.
If distribution of a Director's Account is to be made
in annual installments under Option (b) of Section 7.2,
the amount of each installment will be equal the total
amount in said Account on the date the installment is
payable, divided by the number of installments
remaining to be paid. In addition, if the
distributions are made in installments under Option (b)
of Section 7.2, the interest equivalent accrued on each
Account each year after the date the first installment
is payable will be distributed on each anniversary of
such date.
7.3 Except as the Committee may otherwise determine based
on the circumstances at the time the distribution to
the beneficiary is to commence:
(a) If a Director should die after distribution of
his/her Account maintained for the Director has
commenced, but before the entire balance has been
fully distributed, distributions will continue to
be made to the Director's designated beneficiary
or contingent beneficiary, in accordance with the
distribution option in effect for such Account at
the time of the Director's death.
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(b) If a Director should die before any distribution
from an Account maintained for the Director
hereunder has been made to him or her,
distribution to the Director's designated
beneficiary or contingent beneficiary shall be
made, or shall commence, as soon as practicable
after the Director's death, in accordance with the
distribution option in effect for such Account at
the time of the Director's death.
Amounts remaining to be paid after the death of the
Director, to the designated beneficiary and the
contingent beneficiary, will be paid in a lump sum to
the estate of the last of such persons to die.
7.4 Notwithstanding anything herein to the contrary, any
Account maintained for a Director hereunder may be
distributed, in whole or in part, to such Director on
any date earlier than the date on which distribution is
to be made, or commence, pursuant to the director's
election if:
(a) the Director requests early distribution, and
(b) the Committee, in its sole discretion, determines
that early distribution is necessary to help the
Director meet some severe financial need arising
from circumstances which were beyond the
Director's control and which were not foreseen by
the Director at the time he or she made the
election as to the date or dates for distribution.
A request by a Director for an early distribution
shall be made in writing, shall set forth
sufficient information as to the Director's needs
for such distribution to enable the Committee to
take action on his or her request, and shall be
mailed or delivered to the Company's Corporate
Secretary.
8. Non-Assignment of Deferred Remuneration
8.1 A Director's rights to payments under this Plan shall
not be subject to 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 Director or his or her spouse or other
beneficiary.
8.2 All amounts paid under the Plan, including the interest
equivalents credited to a Director's Account, are
considered to be Remuneration. The crediting of
interest equivalents is intended to preserve the value
of the Remuneration so deferred for the Director.
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