Exhibit 10(a)
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WESTERN RESOURCES, INC.
EXECUTIVE SALARY CONTINUATION PLAN
(Revised March 15, 1995)
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WESTERN RESOURCES, INC.
EXECUTIVE SALARY CONTINUATION PLAN
Table of Contents
Page
ARTICLE I
Definitions and Construction
1.1 Definitions 1
1.2 Construction 2
ARTICLE II
Eligibility and Participation
2.1 Eligibility 2
2.2 Participation 2
ARTICLE III
Death Benefit
3.1 Amount and Payment of Death Benefit 2
3.2 Partial Distribution Prior to Death 3
ARTICLE IV
Retirement Benefit
4.1 Retirement 3
4.2 Disability 4
4.3 Vesting of Retirement Benefit 4
4.4 Forfeitability of Retirement Benefit 4
ARTICLE V
Beneficiary 4
ARTICLE VI
Leave of Absence 5
ARTICLE VII
Source of Benefits
7.1 Benefits Payable 5
7.2 Investments to Facilitate Payment
of Benefits 5
7.3 Ownership of Insurance Contracts 5
7.4 Trust for Payment of Retirement Benefits 6
ARTICLE VIII
Termination of Employment 6
ARTICLE IX
Termination of Participation 7
i
ARTICLE X
Terminations, Amendment, Modification or Supplement
of Plan
10.1 Termination 7
10.2 Rights and Obligations Upon Termination 7
ARTICLE XI
Other Benefits and Agreements 8
ARTICLE XII
Restrictions on Alienation of Benefits 8
ARTICLE XIII
Administration of this Program
13.1 Appointment of Committee 8
13.2 Committee Officials 9
13.3 Committee Action 9
13.4 Committee Rules and Powers - General 9
13.5 Reliance of Certificates, etc 9
13.6 Liability of Committee 9
13.7 Determination of Benefits 10
13.8 Information to Committee 10
13.9 Manner and Time of Payment of Benefit 10
ARTICLE XIV
Adoption of Plan by Subsidiary, Affiliated or
Associated Companies 10
ARTICLE XV
Miscellaneous
15.1 Execution of Receipts and Releases 10
15.2 No Guarantee of Interests 10
15.3 Company Records 11
15.4 Evidence 11
15.5 Notice 11
15.6 Change of Address 11
15.7 Effect of Provisions 11
15.8 Headings 11
15.9 Governing Law 11
APPENDIX I
Executive Salary Continuation Plan Agreement
for Western Resources, Inc. I-1-3
APPENDIX II
Executive Salary Continuation Plan Agreement for
Astra Resources, Inc., a Wholly Owned
Subsidiary of Western Resources, Inc II-1-3
APPENDIX III
Change of Beneficiary Form for Executive Salary
Continuation Plan III-1
ii
WESTERN RESOURCES, INC.
EXECUTIVE SALARY CONTINUATION PLAN
PURPOSE
The purpose of the Western Resources, Inc. Executive Salary
Continuation Plan is to provide the specified benefits to a
select group of management and highly compensated employees who
contribute materially to the continued growth, development and
future business success of Western Resources, Inc., and its
subsidiaries. It is the intention of Western Resources, Inc. that
this program and the individual plans established hereunder be
administered as unfunded welfare benefit plans established and
maintained for a select group of management or highly compensated
employees.
ARTICLE I
DEFINITIONS AND CONSTRUCTION
1.1 Definitions. For purposes of this Program, the
following phrases or terms shall have the indicated meanings
unless otherwise clearly apparent from the context:
A. "Beneficiary" shall mean the person or persons or
the estate of a Participant entitled to receive any benefits under
a Plan Agreement entered into in accordance with the terms of this
Program.
B. "Board of Directors" shall mean the Board of
Directors of Western Resources, Inc., unless otherwise indicated
or the context otherwise requires.
C. "Committee" shall mean the Human Resources
Committee of the Board of Directors or such other Committee
appointed to manage and administer the Program and individual Plan
Agreements in accordance with the provisions of Article XIII
hereof.
D. "Company" shall mean Western Resources, Inc., and
its subsidiaries and predecessor entities.
E. "Compensation" shall mean the base and short term
incentive cash compensation paid to or deferred by a Participant
during a calendar year.
F. "Totally and Permanently Disabled" means when, on
the basis of medical evidence, it is determined that a Participant:
a) is totally disabled so as to be prevented from any
comparable employment with the Company, including a disability
resulting from an occupational cause; and
b) will be disabled permanently.
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G. "Employee" shall mean any person who is in the
regular full-time employment of the Company or is on authorized
leave of absence therefrom, as determined by the personnel rules
and practices of the Company. The term does not include persons
who are retained by the Company solely as consultants or under
contract.
H. "Participant" shall mean an Employee who is selected
and elects to participate in the Program through the execution of
a Plan Agreement in accordance with the provisions of Article II.
I. "Plan Agreement" shall mean the form of written
agreement which is entered into by and between the Company and an
Employee selected to become a Participant as a condition to
participation in the Program. The form of agreement currently
used is attached hereto as Appendix I.
J. "Program" shall mean the Western Resources, Inc.
Executive Salary Continuation Plan as embodied herein and as
amended from time to time.
K. "Rabbi Trust" shall mean the trust created to hold
assets which will be used to pay the benefits provided hereunder,
as provided in Section 7.4.
L. "Retirement" and "Retire" shall mean severance of
employment with the Company, other than as the result of death or
Total and Permanent Disability.
1.2 Construction. The singular when used herein may
include the plural unless the context clearly indicates to the
contrary. The words "hereof", "herein", "hereunder", and other
similar compounds of the word "here" shall mean and refer to the
entire Program and not to any particular provision or section.
Whenever the words "Article" or "Section" are used in this Program,
or a cross reference to an "Article" or "Section" is made, the
Article or Section referred to shall be an Article or Section of
this Program unless otherwise specified.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 Eligibility. In order to be eligible for
participation in the Program, an Employee must be selected by the
Committee which, in its sole and absolute discretion, shall
determine eligibility for participation in accordance with the
purposes of the Program.
2.2 Participation. An Employee, having been selected to
participate in this Program by the Committee, shall, as a
condition to participate, complete and return to the Committee a
duly executed Plan Agreement electing to participate in the
Program and agreeing to the terms and conditions thereof.
ARTICLE III
DEATH BENEFIT
3.1 Amount and Payment of Death Benefit. In the event a
Participant dies prior to Retirement from the Company, the
Company will pay or cause to be paid a Death Benefit (as herein
defined) to such Participant's Beneficiary in the amount or
amounts set forth in such Particiant's Plan Agreement and as
therein specified, commencing on the first day of the month
following the date of such Participant's death, or as otherwise
specified in such Participant's Plan Agreement.
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3.2 Partial Distribution Prior to Death. If a Participant
shall die after becoming entitled to a Retirement Benefit, but
before the total amount payable to such Participant as a
Retirement Benefit has been paid, the Retirement Benefit payments
then remaining unpaid to such Participant shall be paid to such
Participant's Beneficiary, in accordance with the payment
schedule pursuant to which payments are made under Sections 4.1,
4.2, or 4.3.
ARTICLE IV
RETIREMENT BENEFIT
4.1 Retirement. If a Participant has remained an Employee
until age sixty-five (65) and shall then retire, the Company will
pay or cause to be paid to such Participant as a Retirement
Benefit (as herein defined), the amount per month specified
herein and in such Participant's Plan Agreement, commencing on
the first day of the month following such Participant's
retirement, or as otherwise specified in such Participant's Plan
Agreement. If a Participant Retires prior to age sixty-five
(65), the Company will pay or cause to be paid to such
Participant as a Retirement Benefit, the amount (if any) per
month specified herein and in such Participant's Plan Agreement,
commencing on the first day of the month following such
Participant's Retirement, or as otherwise specified by such
Participant and as permitted by such Participant's Plan
Agreement. Provided however, retirement benefit payments shall
not commence until the later of (i) the Participant attaining the
age of fifty (50), and (ii) the commencement of retirement
benefit payments to the Participant under the Western Resources,
Inc. Retirement Plan.
Retirement Benefit
Retirement Age Percentage
50 & under 50.00%
51 51.20%
52 52.40%
53 53.60%
54 54.80%
55 56.00%
56 56.57%
57 57.14%
58 57.71%
59 58.28%
60 58.85%
61 59.42%
62 60.00%
63 60.56%
64 61.13%
65 & over 61.70%
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4.2 Disability. If a Participant shall become Totally
and Permanently Disabled prior to Retirement and such total
disability continues for more than six (6) months, such
Participant shall be entitled to the same retirement benefit such
Participant would have received had such Participant attained the
age of sixty-five (65) at the time of such total disability.
4.3 Vesting of Retirement Benefit. Notwithstanding any
provision contained herein which may imply or specify to the
contrary, a Participant's Retirement Benefit shall unconditionally
vest in such Participant according to the following vesting
schedule:
Years of Service Vested Percentage of
with the Company Retirement Benefit
0 to 5 0%
6 10%
7 20%
8 30%
9 40%
10 50%
11 60%
12 70%
13 80%
14 90%
15 or more 100%
If a participant attains age 65, such Participant shall be 100%
vested regardless of the above schedule. Retirement Benefits
hereunder offsetting the limitations of Internal Revenue Code
Section 401 (a)(17) shall be immediately vested for all purposes.
4.4 Forfeitability of Retirement Benefit.
Notwithstanding any provision contained herein which may imply or
specify to the contrary, a Participant's right to receive a
Retirement Benefit under this Program and such Participant's Plan
Agreement shall be forfeitable to the extent that such Retirement
Benefit has not vested as described in Section 4.3.
ARTICLE V
BENEFICIARY
A Participant shall designate a beneficiary to receive
benefits under the Program and Plan Agreement by completing the
appropriate space in the Plan Agreement. If more than one
Beneficiary is named, the shares and/or precedence of each
Beneficiary shall be indicated. As a condition to any married
Participant designating a Beneficiary other than such
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Participant's spouse, the Committee may require the spouse's
consent. A Participant shall have the right to change the
Beneficiary by submitting to the Committee a Change of
Beneficiary in the form attached as Appendix III hereof;
provided, however, that no change of Beneficiary shall be
effective until acknowledged in writing by the Committee. If the
Company has any doubt as to the proper Beneficiary to receive
payments hereunder, the Company shall have the right to withhold
such payments until the matter is finally adjudicated. Any
payment made or caused to be made by the Company in good faith
and in accordance with the provisions of this Program and a
Participant's Plan Agreement shall fully discharge the Company
from all further obligations with respect to such payment.
ARTICLE VI
LEAVE OF ABSENCE
If a Participant is authorized by the Company for any
reason, including military, medical, or other, to take a leave of
absence from employment, such Participant's Plan Agreement shall
remain in effect.
ARTICLE VII
SOURCE OF BENEFITS
7.1 Benefits Payable. Amounts payable hereunder shall be
paid exclusively from the general assets of the Company or the
Rabbi Trust to be established pursuant to Section 7.4, and no
person entitled to payment hereunder shall have any claim, right,
security interest, or other interest in any fund, trust, account,
insurance contract, or asset of the Company which may be looked
to for such payment. The Company's liability for the payment of
benefits hereunder shall be evidenced only by this Program and
each Plan Agreement entered into between the Company and a
Participant.
7.2 Investments to Facilitate Payment of Benefits.
Although the Company is not obligated to invest in any specific
asset or fund, or purchase any insurance contract, in order to
provide the means for the payment of any liabilities under this
Program, the Company may elect to do so, and, in such event, no
Participant shall have any interest whatever in such asset, fund,
or insurance contract. In the event the Company elects to
purchase or causes to be purchased insurance contracts on the
life of a Participant as a means for making, offsetting, or
contributing to any payment, in full or in part, which may become
due and payable by the Company under this Program or a
Participant's Plan Agreement, such Participant agrees to
cooperate in the securing of life insurance on such Participant's
life by furnishing such information as the Company and the
insurance carrier may require, including the results and reports
of previous Company and other insurance carrier physical
examinations as may be requested, and taking any other action
which may be requested by the Company and the insurance carrier
to obtain such insurance coverage. If a Participant does not
cooperate in the securing of such life insurance, the Company
shall have no further obligation to such Participant under this
Program, and such Participant's Plan Agreement shall terminate.
7.3 Ownership of Insurance Contracts. The Company shall
be the sole owner of any insurance contracts acquired on the life
of a Participant with all incidents of ownership therein,
including, but not limited to, the right to cash and loan values,
dividends, if any, death benefits, and the right to termination
thereof, and
5
a Participant shall have no interest whatsoever in such
contracts, if any, and shall exercise none of the incidents of
ownership thereof. Provided however, the Company may assign any
such insurance contracts to the trustee of the Rabbi Trust.
7.4 Trust for Payment of Retirement Benefits. The Company
shall create a Rabbi Trust for the purpose of facilitating any
retirement benefits payable hereunder. Such trust will be funded
upon the occurrence of any of the following events:
a) At the Retirement of a Plan Participant;
b) Upon a decision by the Board of Directors ;
c) If the shareholders of the Company approve the
merger or consolidation of the Company with or into any
other corporation (other than a corporation
wholly-owned by the Company immediately prior to such
event) or the acquisition of substantially all of the
business or assets of the Company by any other person
or entity (other than a corporation wholly-owned by the
Company immediately prior to such event);
d) If a change occurs in the Board of Directors of the
Company whereby Directors comprising a majority of the
Board of Directors immediately prior to such change do
not continue to comprise such a majority immediately
after such change, provided that incremental and/or
related changes (including but not limited to
resignations from the Board of Directors) which occur
within an 18 month period of time shall be considered
to be but a single change for purposes of this
subparagraph; or
e) If, as a result of any tender offer or otherwise,
any person or entity or affiliated group becomes the
beneficial or record owner (directly or indirectly) of
more than 10% of the outstanding voting securities of
the Company.
Such funding will be in an amount sufficient for the
trustee to purchase Single Premium Annuities from qualified and
financially sound insurance companies to provide the applicable
vested retirement benefits payable under this Program and Plan
Agreements. Such funding and the purchase of insurance, if any,
will not relieve the Company of its obligations to pay or cause
to be paid the benefits hereunder.
ARTICLE VIII
TERMINATION OF EMPLOYMENT
Neither this Program nor a Participant's Plan Agreement,
either singly or collectively, in any way obligate the Company,
or any subsidiary of the Company, to continue the employment of a
Participant with the Company, or any subsidiary of the Company,
nor does either limit the right of the Company or any subsidiary
of the Company at any time and for any reason to terminate the
Participant's employment. Termination of a Participant's
employment with the Company, or any subsidiary of the Company,
for any reason, whether by action of the Company, subsidiary, or
Participant, shall immediately terminate the Participant's
participation in this Program and such Participant's Plan
Agreement, and all further obligations of either party
thereunder, except as may be provided in Article X and the
Participant's Plan Agreement. In no event shall this Program or
a Plan Agreement, either singly or collectively, by their terms
or implications constitute an employment contract of any nature
whatsoever between the Company, or any subsidiary, and a
Participant.
6
ARTICLE IX
TERMINATION OF PARTICIPATION
A Participant reserves the right to terminate participation
in this Program and such Participant's Plan Agreement at any time
by giving the Company written notice of such termination not less
than 30 days (i) prior to the anniversary date of any contract or
contracts of insurance on the life of such Participant which may
be in force and utilized by the Company in connection with this
Program, or (ii) prior to the date a Participant selects for
termination if no insurance contract is in effect.
ARTICLE X
TERMINATIONS, AMENDMENT, MODIFICATION,
OR SUPPLEMENT OF PLAN
10.1 Termination. The Company reserves the right to
terminate, amend, modify, or supplement this Program, wholly or
partially, from time to time, and at any time. The Company
likewise reserves the right to amend, modify, or supplement any
Plan Agreement, wholly or partially, from time to time. Such
right to terminate, amend, modify, or supplement this Program or
any Plan Agreement shall be exercised for the Company by the
Committee; provided, however, that the Committee shall take no
action to terminate this Program or a Plan Agreement or to reduce
benefits, with respect to any person who is a Participant (or a
Beneficiary) at the time of the termination or reduction. This
prohibition against the reduction of Participants' benefits shall
apply as well to benefits Participants may earn (under this
Program and their Plan Agreement) by their future service and
future increases in compensation. Any termination of this Program
shall be limited to Employees who at the time of such termination
are not Participants. Provided however, in the event of a change
of control of the Company, the surviving corporation, if other
than the Company, may terminate this Program and the Plan
Agreements upon substitution by such corporation of a plan or
program providing benefits no less favorable to the Participants.
10.2 Rights and Obligations Upon Termination. Upon the
termination of this Program by the Committee, or the termination
of any Plan Agreement by a Participant, in accordance with the
provisions for such termination, neither this Program nor the
7
Plan Agreement shall be of any further force or effect, and no
party shall have any further obligation under either this Program
or any Plan Agreement so terminated, except as provided in
Sections 4.3, 10.1 or as elsewhere provided in this Program.
ARTICLE XI
OTHER BENEFITS AND AGREEMENTS
The benefits provided for a Participant and such
Participant's Beneficiary hereunder and under such Participant's
Plan Agreement are in addition to any other benefits available to
such Participant under any other program, plan or agreement of
the Company for its Employees and the Participants, and, except
as may be otherwise expressly provided for, this Program and Plan
Agreements entered into hereunder shall supplement and shall not
supersede, modify, or amend any other program, plan or agreement
of the Company or a Participant. Moreover, benefits under this
Program and Plan Agreements entered into hereunder shall not be
considered compensation for the purpose of computing
contributions or benefits under any plan maintained by the
Company, or any of its subsidiaries, which is qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended.
ARTICLE XII
RESTRICTIONS ON ALIENATION OF BENEFITS
No right or benefit under this Program or a Plan Agreement
shall be subject to anticipation, alienation, sale, assignment,
pledge, encumbrance, or charge, and any attempt to anticipate,
alienate, sell, assign, pledge, encumber, or charge the same
shall be void. No right or benefit hereunder or under any Plan
Agreement shall in any manner be liable for or subject to the
debts, contracts, liabilities, or torts of the person entitled to
such benefit. If any Participant or Beneficiary under this
Program or a Plan Agreement should become bankrupt or attempt to
anticipate, alienate, sell, assign, pledge, encumber, or charge
any right to a benefit hereunder or under any Plan Agreement,
then such right or benefit shall, in the discretion of the
Committee, cease, and in such event, the Committee may hold or
apply the same or any part thereof for the benefit of such
Participant or Beneficiary, his or her spouse, children, or other
dependents, or any of them, in such portion as the Committee, in
its sole and absolute discretion, may deem proper.
ARTICLE XIII
ADMINISTRATION OF THIS PROGRAM
13.1 Appointment of Committee. The general administration
of this Program, and any Plan Agreements executed hereunder, as
well as construction and interpretation thereof, shall be vested
in the Committee, the number and members of which shall be
designated and appointed from time to time by, and shall serve at
the pleasure of, the Board of Directors. Any such member of the
Committee may resign by notice in writing filed with the
secretary of the Committee. Vacancies shall be filled promptly by
the Board of Directors.
8
13.2 Committee Officials. The Board of Directors may
designate one of the members of the Committee as Chairman and may
appoint a secretary who need not be a member of the Committee.
The secretary shall keep minutes of the Committee's proceedings
and all data, records, and documents relating to the Committee's
administration of this Program and any Plan Agreements executed
hereunder. The Committee may appoint from its number such
subcommittees with such powers as the Committee shall determine
and may authorize one or more of its members or any agent to
execute or deliver any instrument or make any payment on behalf
of the Committee.
13.3 Committee Action. All resolutions or other actions
taken by the Committee shall be by the vote of a majority of
those present at a meeting at which a majority of the members are
present, or in writing by all the members at the time in office
if they act without a meeting.
13.4 Committee Rules and Powers - General. Subject to the
provisions of this Program, the Committee may from time to time
establish rules, forms, and procedures for the administration of
this Program, including Plan Agreements. Except as herein
otherwise expressly provided, the Committee shall have the
exclusive right to interpret this Program and any Plan
Agreements, and to decide any and all matters arising thereunder
or in connection with the administration of this Program and any
Plan Agreements, and it shall endeavor to act, whether by general
rules or by particular decisions, so as not to discriminate in
favor of or against any person. The Committee shall have the
exclusive right to determine Total and Permanent Disability with
respect to a Participant (consistent with this Plan's definition
of the term ), such determinations to be made on the basis of
such medical and/or other evidence that the Committee, in its
sole and absolute discretion, may require. Such decisions,
actions, and records of the Committee shall be conclusive and
binding upon the Company, the Participants, and all persons
having or claiming to have rights or interests in or under this
Program.
13.5 Reliance on Certificates, etc. The members of the
Committee and the Officers and Directors of the Company shall be
entitled to rely on all certificates and reports made by any duly
appointed accountants, and on all opinions given by any duly
appointed legal counsel. Such legal counsel may be counsel for
the Company.
13.6 Liability of Committee. No member of the Committee
shall be liable for any act or omission of any other member of
the Committee, or for any act or omission on his part, excepting
only his own willful misconduct. The Company shall indemnify and
save harmless each member of the Committee against any and all
expenses and liabilities arising out of membership on the
Committee, excepting only expenses and liabilities arising out of
a Committee member's own willful misconduct. Expenses against
which a member of the Committee shall be indemnified hereunder
shall include, without limitation, the amount of any settlement
or judgment, costs, counsel fees, and related charges reasonably
incurred in connection with a claim asserted, or a proceeding
brought, or settlement thereof. The foregoing right of
indemnification shall be in addition to any other rights to which
any such member may be entitled.
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13.7 Determination of Benefits. In addition to the powers
hereinabove specified, the Committee shall have the power to
compute and certify, under this Program and any Plan Agreement,
the amount and kind of benefits from time to time payable to
Participants and their Beneficiaries, and to authorize all
disbursements for such purposes.
13.8 Information to Committee. To enable the Committee to
perform its functions, the Company shall supply full and timely
information to the Committee on all matters relating to the
compensation of all Participants, their retirement, death, or
other cause for termination of employment, and such other
pertinent facts as the Committee may require.
13.9 Manner and Time of Payment of Benefits. The
Committee shall have the power, in its sole and absolute
discretion, to change the manner and time of payment of benefits to
be made to a Participant or his Beneficiary from that set forth in
the Participant's Plan Agreement if requested to do so by such
Participant or Beneficiary.
ARTICLE XIV
ADOPTION OF PLAN BY SUBSIDIARY,
AFFILIATED OR ASSOCIATED COMPANIES
Any corporation which is a subsidiary of the Company may,
with the approval of the Committee, adopt this Plan and thereby
come within the definition of Company in Article I hereof.
ARTICLE XV
MISCELLANEOUS
15.1 Execution of Receipts and Releases. Any payment to
a Participant, a Participant's legal representative, or Beneficiary
in accordance with the provisions of this Program or any Plan
Agreement executed hereunder shall, to the extent thereof, be in
full satisfaction of all claims hereunder against the Company.
The Company may require such Participant, legal representative,
or Beneficiary, as a condition precedent to such payment, to
execute a receipt and release therefor in such form as it may
determine.
15.2 No Guarantee of Interests. Neither the Committee nor
any of its members guarantees the payment of any amounts which
may be or becomes due to any person or entity under this Program
or any Plan Agreement executed hereunder. The liability of the
Company to make any payment under this Program or any Plan
Agreement executed hereunder is limited to the then available
assets of the Company and the trust established under Section 7.4
hereof.
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15.3 Company Records. Records of the Company as to a
Participant's employment, termination of employment and the
reason therefor, reemployment, authorized leaves of absence, and
compensation shall be conclusive on all persons and entities,
unless determined to be incorrect.
15.4 Evidence. Evidence required of anyone under this
Program and any Plan Agreement executed hereunder may be by
certificate, affidavit, document, or other information which the
person or entity acting on it considers pertinent and reliable,
and signed, made, or presented by the proper party or parties.
15.5 Notice. Any notice which shall be or may be given
under this Program or a Plan Agreement executed hereunder shall
be in writing and shall be mailed by United States mail, postage
prepaid. If notice is to be given to the Company, such notice
shall be addressed to the Company at:
818 S. Kansas Avenue
Topeka, Kansas 66612
and marked to the attention of the Secretary, Executive Salary
Continuation Plan Administrative Committee; or, if notice to a
Participant, addressed to the address shown on such Participant's
most recent employment file with the Company.
15.6 Change of Address. Any party may, from time to time,
change the address to which notices shall be mailed by giving
written notice of such new address.
15.7 Effect of Provisions. The provisions of this Program
and of any Plan Agreement executed hereunder shall be binding
upon the Company and its successors and assigns, and upon a
Participant, his Beneficiary, assigns, heirs, executors, and
administrators.
15.8 Headings. The titles and headings of Articles and
Sections are included for convenience of reference only and are
not to be considered in the construction of the provisions hereof
or any Plan Agreement executed hereunder.
15.9 Governing Law. All questions arising with respect to
this Program and any Plan Agreement executed hereunder shall be
determined by reference to the laws of the State of Kansas in
effect at the time of their adopting and execution, respectively.
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The changes made by this revised and restated Program shall
be effective for Participants with respect to whom no Retirement,
Disability, or Death Benefit payments have commenced as of March
15, 1995 and their Beneficiaries.
Signed this 15th day of March, 1995.
WESTERN RESOURCES, INC.
By____________________________
Attested by: (Executive Vice President)
______________________________
(Secretary)
(SEAL)
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APPENDIX I
EXECUTIVE SALARY CONTINUATION PLAN AGREEMENT FOR
WESTERN RESOURCES, INC.
- -----------------------------------------------------------------
EXECUTIVE SALARY CONTINUATION PLAN AGREEMENT
FOR WESTERN RESOURCES, INC.
I acknowledge that, as an Employee of Western Resources, Inc., I
have been offered an opportunity to participate in the Western
Resources, Inc. Executive Salary Continuation Program (Program)
described in the attached document (which is incorporated herein
by reference), and that I have elected one of the alternatives
set forth as indicated by the space which I have checked:
________ To participate in the Program
________ Not to participate in the Program
My Retirement Benefit, disability benefits, death benefits, and
commencement of such payments, and designated Beneficiary(ies)
are agreed to be as follows:
1.A Retirement Benefit (Article IV of Program). Subject to
the vesting schedule in Section 4.3 of the Program, an amount
which, when combined with existing pension benefits under the
Western Resources, Inc. Retirement Plan, will provide the
percentage of the final 36 months average Compensation, for life
(15 years minimum) as illustrated below:
Retirement Benefit
Retirement Age Percentage
50 & under 50.00%
51 51.20%
52 52.40%
53 53.60%
54 54.80%
55 56.00%
56 56.57%
57 57.14%
58 57.71%
59 58.28%
60 58.85%
61 59.42%
62 60.00%
63 60.56%
64 61.13%
65 & over 61.70%
1
1.B Commencement of Retirement Benefit Payments. The amount
of the Retirement Benefit Payments will be based on the following
table depending upon the Participant's age when Benefit Payments
are to commence:
Age At Payout Percentage Factor
Commencement of Of Retirement Benefit
Benefit Payments Percentage
50 50%
51 55%
52 60%
53 65%
54 70%
55 75%
56 80%
57 85%
58 90%
59 95%
60 & older 100%
2. IRC Section 401(a)(17) Limitations. Notwithstanding
Paragraphs 1A and 1B above, the Program and this Plan Agreement
shall provide a Retirement Benefit attributable to the
Participant's annual base compensation that is in excess of IRC
Section 401(a)(17) limitations. This benefit will be computed by
applying the same benefit formula, vesting provisions, and early
retirement provisions as are in the Western Resources, Inc.
Pension Plan. Any benefit provided under this provision will
offset the benefit provided under Paragraphs 1A and 1B above.
3. Disability Benefit (Article IV of Program). If Total and
Permanent Disability should occur prior to Retirement, an amount
which, when combined with then existing pension benefits under
the Western Resources, Inc. Retirement Plan, will provide 61.7%
of the final 36 months average Compensation for life (15 years
minimum).
4. Death Benefit. (Article III of Program). If death occurs
before Retirement, an amount which, when combined with then
existing pension benefits under the Western Resources, Inc.
Retirement Plan, will provide 50% (or the vested Retirement
Benefit, whichever is greater) of the previous 36 months average
Compensation, payable to the Beneficiary for 180 months following
death.
5. Participant hereby designates as Primary Beneficiary under
the Program and this Plan Agreement:
2
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________
and, Participant hereby designates as Secondary Beneficiary under
the Program and this Plan Agreement:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
The term "Beneficiary" as used herein shall mean the Primary
Beneficiary if such Primary Beneficiary shall survive Participant
by at least 30 days, and shall mean the Secondary Beneficiary if
Primary Beneficiary does not survive Participant by at least 30
days, and shall mean the Estate of the Participant, if neither
Primary nor Secondary Beneficiary survives Participant by at
least 30 days. Participant shall have the right to change
Participant"s designation of Primary and/or Secondary Beneficiary
from time to time, in such manner as shall be required by the
Company, it being agreed that no change in beneficiary shall be
effective until acknowledged in writing by the Committee. (If
Beneficiary is to be irrevocable, strike and initial previous
sentence.)
I further acknowledge that neither the Company nor any of its
subsidiaries, affiliated companies, officers, employees, or
agents has any responsibility whatsoever for the changes which I
may make in other personal plans or programs as a result of my
decision regarding the Program and they are fully released to
such extent. The Company agrees that although the Program may be
terminated or modified at any time, in the sole discretion of the
Company, a Participant shall have those rights provided for in
Article X of said Program to the extent such may be applicable to
such Participant's at the time of such termination.
IN WITNESS WHEREOF, Western Resources, Inc. and Plan
Participant have executed this Plan Agreement as of March 15,
1995.
WESTERN RESOURCES, INC.
_____________________________
Executive Vice President
PARTICIPANT:
_______________________
(Signature)
________________________
(Type or Print Name)
3
- -----------------------------------------------------------------
APPENDIX II
EXECUTIVE SALARY CONTINUATION PLAN
AGREEMENT FOR ASTRA RESOURCES, INC.
- -----------------------------------------------------------------
EXECUTIVE SALARY CONTINUATION PLAN AGREEMENT
FOR ASTRA RESOURCES, INC., A WHOLLY OWNED SUBSIDIARY OF
WESTERN RESOURCES, INC.
I acknowledge that, as an Employee of Astra Resources, Inc., a
wholly owned subsidiary of Western Resources, Inc., I have been
offered an opportunity to participate in the Western Resources,
Inc. Executive Salary Continuation Program (Program) described in
the attached document, and that I have elected one of the
alternatives set forth as indicated by the space which I have
checked:
To participate in the Program
Not to participate in the Program
My Retirement Benefit, disability benefits, death benefits, and
commencement of such payments, and designated Beneficiary(ies)
are agreed to be as follows:
1.A Retirement Benefit (Article IV of Program). Subject to
the vesting schedule in Section 4.3 of the Program, an amount
which, when combined with existing pension benefits under the
Western Resources, Inc. Retirement Plan, will provide the
percentage of the final 36 months average Compensation, for life
(15 years minimum) as illustrated below:
Retirement Benefit
Retirement Age Percentage
50 & under 50.00%
51 51.20%
52 52.40%
53 53.60%
54 54.80%
55 56.00%
56 56.57%
57 57.14%
58 57.71%
59 58.28%
60 58.85%
61 59.42%
62 60.00%
63 60.56%
64 61.13%
65 & over 61.70%
1
1.B Commencement of Retirement Benefit Payments. The
amount of the Retirement Benefit Payments will be based on the
following table depending upon the Participant's age when Benefit
Payments are to commence:
Age At Payout Percentage Factor
Commencement of Of Retirement Benefit
Benefit Payments Percentage
50 50%
51 55%
52 60%
53 65%
54 70%
55 75%
56 80%
57 85%
58 90%
59 95%
60 & older 100%
2. IRC Section 401(a)(17) Limitations. Notwithstanding
Paragraphs 1A and 1B above, the Program and this Plan Agreement
shall provide a Retirement Benefit attributable to the
Participant's annual base compensation that is in excess of IRC
Section 401(a)(17) limitations. This benefit will be computed by
applying the same benefit formula, vesting provisions, and early
retirement provisions as are in the Western Resources, Inc.
Pension Plan. Any benefit provided under this provision will
offset the benefit provided under Paragraphs 1A and 1B above.
3. Disability Benefit (Article IV of Program). If Total
and Permanent Disability should occur prior to Retirement, an
amount which, when combined with then existing pension benefits
under the Western Resources, Inc. Retirement Plan, will provide
61.7% of the final 36 months average Compensation for life (15
years minimum).
4. Death Benefit. (Article III of Program). If death
occurs before Retirement, an amount which, when combined with then
existing pension benefits under the Western Resources, Inc.
Retirement Plan, will provide 50% (or the vested Retirement
Benefit, whichever is greater) of the previous 36 months average
Compensation, payable to the Beneficiary for 180 months following
death.
5. Participant hereby designates as Primary Beneficiary
under the Program and this Plan Agreement:
2
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________
and, Participant hereby designates as Secondary Beneficiary under
the Program and this Plan Agreement:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
The term "Beneficiary" as used herein shall mean the Primary
Beneficiary if such Primary Beneficiary shall survive Participant
by at least 30 days, and shall mean the Secondary Beneficiary if
Primary Beneficiary does not survive Participant by at least 30
days, and shall mean the Estate of the Participant, if neither
Primary nor Secondary Beneficiary survives Participant by at
least 30 days. Participant shall have the right to change
Participant's designation of Primary and/or Secondary Beneficiary
from time to time, in such manner as shall be required by the
Company, it being agreed that no change in beneficiary shall be
effective until acknowledged in writing by the Committee. (If
Beneficiary is to be irrevocable, strike and initial previous
sentence.)
I further acknowledge that neither the Company nor any of its
subsidiaries, affiliated companies, officers, employees, or
agents has any responsibility whatsoever for the changes which I
may make in other personal plans or programs as a result of my
decision regarding the Program and they are fully released to
such extent. The Company agrees that although the Program may be
terminated or modified at any time, in the sole discretion of the
Company, a Participant shall have those rights provided for in
Article X of said Program to the extent such may be applicable to
such Participant's at the time of such termination.
IN WITNESS WHEREOF, Western Resources, Inc. and Plan
Participant have executed this Plan Agreement as of March 15,
1995.
WESTERN RESOURCES, INC.
__________________________________
Executive Vice President
PARTICIPANT:
_________________________________
(Signature)
_________________________________
(Type or Print Name)
3
- -----------------------------------------------------------------
APPENDIX III
CHANGE OF BENEFICIARY FORM FOR
EXECUTIVE SALARY CONTINUATION PLAN
- -----------------------------------------------------------------
WESTERN RESOURCES, INC.
CHANGE OF BENEFICIARY FORM FOR
EXECUTIVE SALARY CONTINUATION PLAN
I,___________________________________, as a Participant in the
above Plan, hereby request to change the Beneficiary Designation
dated ________________ as follows:
Primary Beneficiary:_____________________________________________
_________________________________________________________________
_________________________________________________________________
Secondary Beneficiary:___________________________________________
_________________________________________________________________
_________________________________________________________________
The term "Beneficiary" as used herein shall mean the Primary
Beneficiary if such Primary Beneficiary shall survive Participant
by at least 30 days, and shall mean the Secondary Beneficiary if
Primary Beneficiary does not survive Participant by at least 30
days, and shall mean Estate of the Participant, if neither
Primary nor Secondary Beneficiary survives Participant by at
least 30 days. Participant shall have the right to change
Participant's designation of Primary and/or Secondary Beneficiary
from time to time in such manner as shall be required by the
Company, it being agreed that no change in beneficiary shall be
effective until acknowledged in writing by the Committee. (If
Beneficiary is to be irrevocable, strike and initial previous
sentence.)
DATE: PARTICIPANT:
_________________________ _________________________
(Signature)
________________________
Type or Print Name)
PARTICIPANT'S SPOUSE:
_______________________
(Signature)
_______________________
(Type or Print Name)