Exhibit 10(k)
WESTERN RESOURCES, INC.
OUTSIDE DIRECTORS' DEFERRED COMPENSATION PLAN
Amended and Restated November 20, 1991
I. ESTABLISHMENT
The Board of Directors of Western Resources, Inc.
(hereinafter called the "Company") on September 15, 1990,
established a Non-Qualified Deferred Compensation Plan
pursuant to which Outside Directors of the Company who are
in a position to contribute to its continued growth,
development and future financial success may be offered an
opportunity to defer all or a portion of their compensation
under terms and conditions that will represent a meaningful
compensation benefit to them. The Plan is amended and
restated according to the terms herein, effective November
20, 1992, and all deferred amounts shall be subject to the
terms hereof.
II. PURPOSE
The purpose of the Plan is to improve the Company's ability
to attract and retain Outside Directors who will contribute
to the overall success of the Company.
III. DEFINITIONS
BENEFICIARY shall mean any person designated by the
Participant on a form supplied by the Plan Administrator and
if no beneficiary is designated, then the Participant's
estate.
BOARD shall mean the Board of Directors of the Company.
COMPANY shall mean Western Resources, Inc., a Kansas
corporation, or any successor thereto.
OUTSIDE DIRECTOR shall mean any director of the Company who
is not also an employee of the Company.
PARTICIPANT shall mean any Outside Director of the Company
who elects to defer fees hereunder.
PLAN shall mean Western Resources, Inc. Outside Directors'
Deferred Compensation Plan as set forth in its entirety in
this document as it may be amended from time to time.
PLAN ADMINISTRATOR shall mean the Human Resources Committee
of the Company's Board of Directors or any other committee
appointed by the Board of Directors to act in said capacity.
PLAN YEAR shall mean the calendar year.
PRONOUNS Masculine pronouns used herein shall refer to men
or women or both and nouns and pronouns when stated in the
singular shall include the plural and when stated in the
plural shall include the singular, wherever appropriate.
IV. EFFECTIVE DATE
The Plan, as amended and restated herein, will become
effective on November 20, 1991.
V. HISTORY
The Outside Directors of the Company are paid an annual
retainer and a per meeting fee. The Plan allows the Outside
Directors to elect to defer all, part, or none of their
retainer and/or meeting fees. The Outside Directors have
two investment alternatives from which to choose: Cash
Deferral and Phantom Stock.
VI. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Compensation Committee
of the Board of Directors of the Company or by such other
Committee as may be appointed by the Board from time to
time. Each designated Plan Participant shall enter into a
written agreement (including the execution of the
appropriate exhibits thereto) with the Company which
contains the detailed provisions of the Plan.
VII. ELIGIBILITY
All Outside Directors of the Company shall be eligible to
participate.
VIII. ELECTION TO DEFER
The Plan is a voluntary participation plan. The Outside
Director must irrevocably elect to defer the designated
portion of his annual retainer and/or meeting fees. Such
election is made by entering into a written agreement with
the Company prior to the Director providing service to the
Company as Director. All deferrals must be for a minimum of
six months.
Directors are elected in early May of each year. To be
eligible to defer amounts during his initial year, the
Director must make the election to defer the amounts as soon
as elected but no later than May 21. This election is
effective until December 31 of the first year of the
Director's term.
If during a year, it becomes necessary to replace a
Director, the new Director must make the election as soon as
possible after his appointment but not later than fourteen
(14) days after appointment.
For subsequent years, the agreement must be entered into on
or before December 31 of the year preceding the year for
which the deferral is to be effective. In years subsequent
to the execution of the above agreement, a new election to
defer shall be evidenced by the execution and delivery on or
before December 31 immediately prior to the year it is to be
effective, of a deferral election form prescribed for that
purpose by the Human Resources Committee.
The Director must elect the amount, if any, to be deferred,
the deferral option and timing of payments. All of the
above are defined below.
IX. AMOUNT TO BE DEFERRED
The Director may defer all, a portion or none of the annual
retainer, designated as a percentage of the retainer. The
Director may also defer all, a portion or none of the per
meeting fee, designated as a percentage of the fee.
X. DEFERRAL PLAN OPTIONS
The Director may choose one of the following deferral
options: cash deferral or phantom stock. All amounts
deferred are subject to terms of the option elected. The
election is made as part of the election process of part
VIII.
(a) Cash Deferral
Under the cash deferral option, the Director elects to
defer the receipt of the cash payment of all or a
portion of his annual retainer and/or meeting fee.
Interest will accrue at the rate defined in Part XI.
(b) Phantom Stock
Under the phantom stock option, the Director elects to
defer all or a portion of his annual retainer and/or
meeting fee. The Director receives credit for "stock
units" that represent shares of the Company's common
stock equal to the amount deferred.
(1) The number of "stock units" received is dependent
on the fair market value of the Company's common stock
on the measurement date.
(2) "Fractional stock units" will be accounted for as
non-interest bearing cash.
(3) The measurement date is the regular payment date
of the retainer and/or meeting fee. The "stock units"
will be measured at the closing price on the date the
deferred amount would have been paid.
(4) Dividend reinvestment is discussed in Part XI.
XI. DEFERRED COMPENSATION ACCOUNT
The Company will establish a separate "account" for each
Participant and will credit to said account the compensation
deferred by the Participant. The amount deferred under the
cash deferral option will earn interest at the New York
prime rate and will be credited quarterly (March 15, June
15, September 15, and December 15).
The Director's account is deemed to receive "dividends" on
the "units" of phantom stock equal to the dividends paid on
the Company's common stock. The dividend received will be
treated similar to the Company's Dividend Reinvestment
Program and will be used to purchase additional "units" of
the Company's stock at the closing price of the stock on the
date the common stock dividend is paid. Any fractional
stock units will be accounted for as non-interest bearing
cash. The account is also adjusted for any stock dividends,
stock splits, etc. In the event the Company's Dividend
Reinvestment Program is modified in any way, dividends paid
through this Plan will be made in accordance with said
modification. If the Company's Dividend Reinvestment
Program is terminated, dividends made through this Plan will
continue to be reinvested in accordance with the provisions
of the terminated Dividend Reinvestment Program.
The amount equal to the balance in the account of the
Participant, taking into account all credits, shall be the
Participant's deferred compensation benefit available from
time to time under the terms hereof.
XII. DISTRIBUTION FROM THE DEFERRED COMPENSATION ACCOUNT
By written irrevocable election made at the time of each
deferral election, the Director must select one of the
following methods for receipt of the balance in his deferred
compensation account:
(a) lump sum at termination; or
(b) paid monthly over a specified number of years
determined by the irrevocable election.
The balance in the deferred compensation account becomes
measurable at the end of the Director's term.
The balance to be distributed in the deferred compensation
account under the cash deferral option is the cash balance
of the account. The balance to be distributed in the
deferred compensation account under the phantom stock option
is an amount equal to the credited "stock units'" fair
market value at the time the account becomes measurable.
At the time the account balance becomes measurable, the
account balance is valued. From that date forward, any
remaining balance (i.e., balance during time of installment
payments) shall bear interest at the New York prime rate.
Distribution in the form elected by the Director shall
commence immediately upon the occurrence of any of the
following events: death, retirement, disability, or
termination, if such event occurs prior to the distribution
date elected by the Director.
The Director shall also designate a beneficiary to receive
the unpaid balance of the value of his account in the event
of his death prior to complete distribution of such unpaid
balance. If no beneficiary is designated, then his estate
will be deemed his beneficiary. Distribution after the
death of a Participant shall be in the form selected by the
Participant.
XIII. STATE LAWS GOVERNING PLAN
This Plan shall be governed by the laws of the State of
Kansas.
AMENDMENT OR TERMINATION
This Plan shall continue in effect until amended or terminated by
the Company's Board of Directors. Any such amendment or
termination shall not adversely affect any agreement theretofore
entered into with a designated Director.
This Amended and Restated Plan was adopted by the Board on
November 20, 1991.
Western Resources, Inc.
________________________________
John K. Rosenberg
Executive Vice President and
General Counsel
DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT, made as of the ______ day of ______________,
19____, by and between Western Resources, Inc. with executive and
general offices at 818 Kansas Avenue, Post Office Box 889,
Topeka, Kansas 66601 (hereinafter called the "Company"), and
_________________________ residing at ___________________________
hereinafter called "Director").
WITNESSETH in consideration of the premises, and the mutual
promises and agreements herein contained, the parties hereto
agree as follows, intending to be legally bound hereby:
1. Agreement Incorporates Plan
The terms of Western Resources, Inc. Outside Directors'
Deferred Compensation Plan (hereinafter referred to as
"Plan") effective _______________, 199___, are hereby
incorporated herein and made a part hereof as if set out
verbatim. Said Plan and this Agreement set forth the terms
which govern and control Director's participation in the
Plan.
2. Exhibits A and B are Incorporated Herein
Exhibit A, which is the Election Deferring Compensation
described in the Plan, is attached hereto and made a part
hereof. Exhibit B, which is Director's Designation of
Beneficiary, is attached hereto and made a part hereof.
3. Agreement to Participate
By execution of this Agreement, Director hereby agrees to
participate in the Plan pursuant to the terms hereof, elect
to defer compensation pursuant to Exhibit A, and designates
his Beneficiary pursuant to Exhibit B.
4. Restrictions Against Alienation
Neither the Director nor his Beneficiary shall have any
right to commute, sell, assign, transfer, or otherwise
convey or encumber the rights to receive any payments
hereunder, which payments and all the rights thereto are
expressly declared to be nonassignable and nontransferable.
5. Termination of the Agreement by the Company
The Company may terminate this Agreement at any time. If
the Company terminates this Agreement, the Company shall pay
Director or his Beneficiary an amount equal to the value of
his account as described in the Plan in the amount(s) and at
the time(s) elected by the Director hereunder.
6. What Constitutes Notice to the Director
Any notice to Director hereunder may be given either by hand
delivering it to Director or by depositing it in the United
States Mail, postage prepaid, return receipt requested,
addressed to his last known address.
7. Advance Disclaimer of Any Waiver on the Part of the Company
Failure to insist upon strict compliance with any of the
terms, covenants, or conditions hereof shall not be deemed a
waiver of such term, covenant, or condition, nor shall any
waiver or relinquishment of any right or power hereunder at
any one or more times be deemed a waiver or relinquishment
of such right or power at any other time or times.
8. Effect of Invalidity of Any Part of the Agreement Upon the
Whole Agreement
The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any
other provision.
9. Agreement Binding on Any Successor Owner
Except as otherwise provided herein, this Agreement shall
inure to the benefit of and be binding upon Director, his
heirs, executors, and administrators and upon the Company,
its successors and assigns, including but not limited to any
corporation which may acquire all or substantially all of
the Company's assets and business or with or into which the
Company may be consolidated or merged.
10. State Laws Governing this Agreement
This Agreement shall be governed by the laws of the State of
Kansas.
11. Counterparts of this Agreement and Director's
Acknowledgement that he has Read and Understands all parts
of this Agreement
This Agreement has been executed in several counterparts,
each of which shall be an original, but such counterparts
shall together constitute but one (1) instrument. Director
acknowledges that he has read all parts of the Plan and this
Agreement, including Exhibits A and B annexed hereto and
made a part of this Agreement and has sought and obtained
satisfactory answer(s) to any question(s) he had as to his
rights, obligations, and potential liabilities under this
Agreement prior to affixing his signature and initials to
any part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
ATTEST: WESTERN RESOURCES, INC.
____________________________ By: __________________________
Name: ________________________
WITNESS: Title: _______________________
_________________________ __________________________
Director
Name: ________________________
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