Exhibit 10(j)
WESTERN RESOURCES, INC.
EXECUTIVE SALARY CONTINUATION PLAN
(Revised September 22, 1995)
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
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
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.
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.
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%
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
with the Company
Vested Percentage of
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 Sections 401(a)(17) and 415(b) 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 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 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, and commencement of payment to, 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 the form of Single Premium Annuities, or 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.
In lieu of such funding of the trust with respect to a Participant, the
Participant may elect prior to such funding by the Company to receive the
present value thereof in a lump sum payment, less 6% of the amount thereof as
a substantial penalty, which penalty will be forfeited by the Participant.
Upon such lump sum payment the Company shall have no further obligation to the
Participant.
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.
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 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.
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 .
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.
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.
15.10 Effective Date. 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
September 22, 1995 and their Beneficiaries.
WESTERN RESOURCES, INC.
By____________________________
Attested by: (Executive Vice President)
______________________________
(Secretary)
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.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 Sections 401(a)(17) and 415(b) 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 Sections 401(a)(17) and 415(b)
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:
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 _____________, 1995.
WESTERN RESOURCES, INC.
_____________________________
PARTICIPANT:
(Signature)
(Type or Print Name)
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.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 Sections 401(a)(17) and 415(b) 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 Sections 401(a)(17) and 415(b)
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:
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 __________________, 1995.
WESTERN RESOURCES, INC.
__________________________________
PARTICIPANT:
_________________________________
(Signature)
_________________________________
(Type or Print Name)
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)