EXHIBIT 10
MASTER PLAN DOCUMENT
SOUTHWEST GAS CORPORATION
DIRECTORS DEFERRAL PLAN
TABLE OF CONTENTS
Article Subject Page
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1 Definitions. . . . . . . . . . . . . . . . . . . . . 1
2 Eligibility. . . . . . . . . . . . . . . . . . . . . 3
3 Deferral Commitment. . . . . . . . . . . . . . . . . 3
4 Interest, Crediting and Vesting. . . . . . . . . . . 4
5 Plan Benefit Payments. . . . . . . . . . . . . . . . 4
6 Retirement Benefit Payments. . . . . . . . . . . . . 4
7 Pre-Retirement Survivor Benefit Payments . . . . . . 5
8 Post-Retirement Survivor Benefit Payments. . . . . . 5
9 Termination Benefit Payments . . . . . . . . . . . . 5
10 Disability Benefit Payments. . . . . . . . . . . . . 5
11 Beneficiaries. . . . . . . . . . . . . . . . . . . . 6
12 Company Liability. . . . . . . . . . . . . . . . . . 7
13 No Guarantee of Continuing Directorship. . . . . . . 7
14 Termination, Amendment or Modification of The Plan . 7
15 Restrictions on Alienation of Benefits . . . . . . . 8
16 Administration of the Plan . . . . . . . . . . . . . 8
17 Miscellaneous. . . . . . . . . . . . . . . . . . . . 9
DIRECTORS DEFERRAL PLAN
OF
SOUTHWEST GAS CORPORATION
PURPOSE
The purpose of this Plan is to provide specified benefits to Directors of
SOUTHWEST GAS CORPORATION.
ARTICLE 1
DEFINITIONS
For purposes hereof, unless otherwise clearly apparent from the context, the
words and phrases listed below shall be defined as follows:
1.1 "Account Balance" means a Participant's individual fund comprised of
Deferrals and interest earnings credited thereon up to the time of
Benefit Distribution.
1.2 "Beneficiary" means the person or persons, or the estate of a
Participant, named to receive any benefits under the Plan upon the
death of a Participant.
1.3 "Benefit Account Balance" shall have the meaning set forth in
Article 5.3.
1.4 "Benefit Distribution" means the date benefits under the Plan commence
or are paid in full to a Participant, or because of his death, to his
Beneficiary, which will occur within 90 days of notification to the
Company of the event that gives rise to such distribution.
1.5 "Board Fees" means the annual compensation received by a Director for
serving on the Board of Directors of Southwest Gas Corporation, its
Subsidiaries and any committees of such boards.
1.6 "Board of Directors" means the Board of Directors of Southwest Gas
Corporation.
1.7 "Committee" means the administrative committee appointed by the Board
of Directors to manage and administer the Plan in accordance with the
provisions of the Plan.
1.8 "Company" means Southwest Gas Corporation.
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1.9 "Deferral(s)" means the amount of Board Fees transferred to the Plan
accounts.
1.10 "Director" means any person on the Board of Directors of Southwest Gas
Corporation.
1.11 "Master Plan Document" means this legal instrument containing the
provisions of the Plan.
1.12 "Moody's Rate" means Moody's Seasoned Corporate Bond Rate which is an
economic indicator consisting of an arithmetic average of yields of
representative bonds (industrial and AAA, AA and A rated public
utilities) as of January 1 prior to each Plan Year as published by
Moody's Investors Service, Inc. (or any successor thereto), or, if such
index is no longer published, a substantially similar index selected by
the Board of Directors.
1.13 "Moody's Composite Rate" means the average of the Moody's Rate on
January 1 for the five years prior to Benefit Distribution.
1.14 "Participant" means any Director who executes a Plan Agreement.
1.15 "Plan" means the Director Deferral Plan of the Company evidenced by
this Master Plan Document.
1.16 "Plan Agreement" means the form of written agreement which is entered
into from time to time, by and between the Company and a Participant.
1.17 "Plan Year" means the year beginning on March 15 of each year.
1.18 "Retire" or "Retirement" means the cessation of service on the Board
of Directors of the Company after completing five (5) Years of Service,
other than by death, disability or Termination of Service.
1.19 "Subsidiaries" means any corporation, partnership, or other
organization which is at least 50 percent owned by the Company or a
Subsidiary of the Company.
1.20 "Terminates Service" or "Termination of Service" means the cessation
of service on the Board of Directors of the Company, either voluntarily
or involuntarily, excluding Retirement, disability or death.
1.21 "Years of Service" means the length of time, in discrete 12-month
periods, a Participant has served on the Board of Directors of the
Company.
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ARTICLE 2
ELIGIBILITY
2.1 A Director shall become eligible to participate in the Plan as of the
effective date of his election as a Director.
2.2 Once eligible to participate in the Plan, a Director has to complete,
execute and return to the Committee a Plan Agreement to become a
Participant in the Plan. Continued participation in the Plan is
subject to compliance with any further conditions as may be established
by the Committee.
ARTICLE 3
DEFERRAL COMMITMENT
3.1 A Participant may defer up to 100 percent of his Board Fees received
during a Plan Year; provided, that such Deferral exceeds $2,000 per
Plan Year.
3.2 Prior to the commencement of each Plan Year, a Participant will advise
the Committee, in writing, of his deferral commitment for the upcoming
Plan Year. If a Participant fails to so advise the Committee, through
no fault of the Company, he will not be permitted to defer any of his
Board Fees during upcoming Plan Year.
3.3 A Participant's Deferral commitment will be exercised on a per pay
period basis.
3.4 In the event a Director becomes a Participant in the Plan during a
Plan Year, such Participant may defer up to 100 percent of the
remaining portion of his Board Fees for the Plan Year. Such
Participant must make his Deferral commitment by advising the
Committee, in writing, at the time he elects to become a Participant
in the Plan.
3.5 In the event a Participant defaults on his Deferral commitment, the
Participant will not be allowed to make any further Deferrals during
the current Plan Year and may not make any Deferrals for the subsequent
Plan Year.
3.6 The Committee may waive for good cause the default penalty specified
in Article 3.5 upon the request of the Participant.
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ARTICLE 4
INTEREST, CREDITING AND VESTING
4.1 A Participant's Account Balance at the start of a Plan Year and any
Deferrals made during a Plan Year will earn, except as provided for
in Article 4.2, interest annually at 150 percent of the Moody's Rate.
Interest will be credited to a Participant's account for rollover
contributions, from the date such contributions are accepted by the
Plan.
4.2 If a Participant Terminates Service prior to completing five Years of
Service with the Company, interest credited for all Deferrals to a
Participant's Account Balance will be adjusted based on the Moody's
Rate during the period he participated in the Plan.
ARTICLE 5
PLAN BENEFIT PAYMENTS
5.1 A Participant's Account Balance will be paid to the Participant in a
lump-sum payment at the time of Benefit Distribution, unless the
Participant qualifies to receive benefit payments over a specific
benefit payment period.
5.2 A Participant's Account Balance will earn interest under the provisions
of Article 4.1 until the time of Benefit Distribution.
5.3 If a Participant is entitled to receive Plan benefit payments over
a specific benefit payment period, his Account Balance at the
commencement of Benefit Distribution will be credited with an amount
equal to the interest such balance would have earned assuming
distribution in equal monthly installments over the specific benefit
payment period, at a specified interest rate, thereby creating a
Benefit Account Balance. The Benefit Account Balance will then be
paid to the Participant in equal monthly installments over the specific
benefit payment period.
ARTICLE 6
RETIREMENT BENEFIT PAYMENTS
6.1 A Participant who Retires from the Company qualifies to receive his
Account Balance over a period of either 120, 180 or 240 months. The
Committee will have complete discretion to determine the retirement
benefit payment period that will be awarded to an individual
Participant.
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6.2 The interest rate used to calculate the amount that will be credited
to a Participant's Account Balance, to determine his Benefit Account
Balance under the provisions of Article 5.3, will be 150 percent of
the Moody's Composite Rate.
ARTICLE 7
PRE-RETIREMENT SURVIVOR BENEFIT PAYMENTS
7.1 If a Participant dies while he is on the Board of Directors, his
Account Balance will be paid to his Beneficiary in a lump sum
distribution at the time of Benefit Distribution or in equal monthly
installments over the 180 month survivor benefit payment period.
The Committee will, in its sole discretion, determine whether the
Participant's Beneficiary will qualify for payment over the survivor
benefit payment period.
7.2 If the Committee determines to pay the Beneficiary over the survivor
benefit payment period, the interest rate used to determine the amount
that will be credited to a Participant's Account Balance, to determine
his Benefit Account Balance under the provisions of Article 5.3, will
be the Moody's Composite Rate.
ARTICLE 8
POST-RETIREMENT SURVIVOR BENEFIT PAYMENTS
8.1 If a Participant dies after the commencement of retirement or
disability benefit payments under Articles 6 or 10 but prior to such
benefits having been paid in full, the Participant's benefit payments
will continue to be paid to the Participant's Beneficiary through the
end of the originally awarded benefit payment period, except as
provided for in Article 11.7.
ARTICLE 9
TERMINATION BENEFIT PAYMENTS
9.1 A Participant who Terminates Service with the Company prior to
Retirement will receive his Account Balance in a lump sum payment at
Benefit Distribution.
ARTICLE 10
DISABILITY BENEFIT PAYMENTS
10.1 The Committee will, in its sole discretion, determine whether a
Participant is disabled under the provisions of the Plan.
10.2 If a Participant is disabled within the first 5 Years of Service with
the Company, he will receive his Account Balance in a lump sum payment
at Benefit Distribution.
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10.3 If a Participant is disabled after 5 Years of Service with the
Company, his Account Balance will be paid to him in equal monthly
installments over the 180 month disability benefit payment period.
10.4 If a Participant qualifies to receive his Account Balance over the
disability benefit payment period, the interest rate used to calculate
the amount that will be credited to a Participant's Account Balance,
to determine his Benefit Account Balance under the provisions of
Article 5.3, will be 150 percent of the Moody's Composite Rate.
ARTICLE 11
BENEFICIARIES
11.1 A Participant shall have the right to designate any person as his
Beneficiary to whom benefits under this Plan shall be paid in the
event of the Participant's death prior to the total distribution of
his Benefit Account Balance under the Plan. If greater than
50 percent of the Benefit Account Balance is designated to a
Beneficiary other than the Participant's spouse, such Beneficiary
designation must be consented to by the Participant's spouse. Each
Beneficiary designation must be in written form prescribed by the
Committee and will be effective only when filed with the Committee
during the Participant's lifetime.
11.2 A Participant shall have the right to change the Beneficiary
designation, subject to spousal consent under the provisions of
Article 11.1, without the consent of any designated Beneficiary by
filing a new Beneficiary designation with the Committee. The filing of
a new Beneficiary designation form will cancel all Beneficiary
designations previously filed.
11.3 The Committee shall acknowledge, in writing, receipt of each
Beneficiary designation form.
11.4 The Committee shall be entitled to rely on the Beneficiary designation
last filed by the Participant prior to his death. Any payment made in
accordance with such designation shall fully discharge the Company from
all further obligations with respect to the amount of such payments.
11.5 If a Beneficiary entitled to receive benefits under the Plan is a minor
or a person declared incompetent, the Committee may direct payment of
such benefits to the guardian or legal representative of such minor or
incompetent person. The Committee may require proof of incompetency,
minority or guardianship as it may deem appropriate prior to
distribution of any Plan benefits. Such distribution shall completely
discharge the Committee and the Company from all liability with respect
to such payments.
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11.6 If no Beneficiary designation is in effect at the time of the
Participant's death, or if the named Beneficiary predeceased the
Participant, then the Beneficiary shall be: (1) the surviving spouse;
(2) if there is no surviving spouse, then his issue per stirpes; or
(3) if no surviving spouse or issue, then his estate.
11.7 If a Beneficiary receiving benefit payments under the provisions of
Articles 7 or 8 of the Plan dies prior to the completion of the benefit
payment period, the total of the remaining benefit payments will be
paid, in a lump sum amount, to the contingent Beneficiary designated
by the Participant under the provisions of Article 11.1. If the
Participant has failed to designate a contingent Beneficiary, the
total of the remaining benefit payments will be paid, in lump sum
amount, to the Beneficiary's estate.
ARTICLE 12
COMPANY LIABILITY
12.1 Amounts payable to a Participant shall be paid exclusively from the
general assets of the Company.
12.2 The Company shall have no obligation under the Plan to a Participant
or a Participant's Beneficiary, except as provided in this Master Plan
Document.
12.3 The Participant shall cooperate with the Committee in furnishing all
information requested by the Company to facilitate the payment of his
Benefit Account Balance. Such information may include the results of a
physical examination if any is required for participation in the Plan.
ARTICLE 13
NO GUARANTEE OF CONTINUING DIRECTORSHIP
13.1 The Company is without power to lawfully assure a Participant continued
tenure as a Director, and nothing herein constitutes a contract of
continuing directorship between the Company and the Participant.
ARTICLE 14
TERMINATION, AMENDMENT OR MODIFICATION OF THE PLAN
14.1 The Board of Directors may at any time, without notice, amend the Plan
in whole or in part provided, however, that no amendment shall be
effective to decrease or restrict the amount of interest to be credited
under the provisions of Article 4.1 on an Account Balance as of the
date of such amendment.
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14.2 The Board of Directors reserves the right to partially or completely
terminate the Plan at any time and for any reason.
14.3 The Board of Directors may partially terminate the Plan by instructing
the Committee not to accept any additional Deferral commitments. In
the event of a partial termination, the remaining provisions of the
Plan shall continue to operate and be effective for all Participants
in the Plan, as of the date of such partial termination.
14.4 In the event that the Board of Directors completely terminates the
Plan, the Plan shall cease to operate and the Committee shall pay out
to each Participant his Account Balance, plus interest to be credited
to the Account Balance, as of the date of the Plan's termination. The
Committee, in its sole discretion, may either make a lump sum
distribution at the time of Benefit Distribution or in equal monthly
installments over the 60 month Plan termination benefit payment period.
If the Committee determines to pay a Participant over the Plan
termination benefit payment period, the interest rate used to calculate
the amount that will be credited to a Participant's Account Balance,
to determine his Benefit Account Balance under the provisions of
Article 5.3, will be 150 percent of the Moody's Composite Rate.
14.5 Once benefits payments have commenced, termination of the Plan shall
not terminate the rights of a Participant or his Beneficiary to
continue to receive such payments. For all other Participants, the
termination of the Plan will limit benefits under the Plan to those
provided for in Article 14.4 herein.
ARTICLE 15
RESTRICTIONS ON ALIENATION OF BENEFITS
15.1 To the maximum extent permitted by law, no interest or benefit under
the Plan shall be assignable or subject in any manner to alienation,
sale, transfer, claims of creditors, pledge, attachment or encumbrances
of any kind.
ARTICLE 16
ADMINISTRATION OF THE PLAN
16.1 The general administration of the Plan, as well as construction and
interpretation thereof, shall be vested in the Committee. The number
of members of the Committee shall be established by, and the members
shall be appointed from time to time by, and shall serve at the
pleasure of, the Board of Directors of the Company.
16.2 Subject to the Plan, the Committee shall from time to time establish
rules, forms and procedures for the administration of the Plan. Except
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as otherwise expressly provided, the Committee shall have the exclusive
right to interpret the Plan and to decide any and all matters arising
thereunder. The Committee's decisions shall be conclusive and binding
upon all persons having or claiming to have any right or interest under
the Plan.
16.3 The Committee may employ such consultants, advisors and managers as it
deems necessary or useful in carrying out its duties.
16.4 No member of the Committee shall be liable for any act or omission of
any other member of the Committee, nor for any act or omission on his
own part, excepting 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 his membership on the
Committee, with the exception of expenses and liabilities arising out
of his own willful misconduct.
16.5 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.
16.6 The Committee shall have the power, in its sole discretion, to change
the manner and time of payments to be made to a Participant or
Beneficiary from that set forth herein, if requested to do so by such
Participant or Beneficiary.
ARTICLE 17
MISCELLANEOUS
17.1 Any notice given under the Plan shall be in writing and shall be mailed
or delivered to:
SOUTHWEST GAS CORPORATION
Directors Deferral Plan
Administrative Committee
5241 Spring Mountain Road
Las Vegas, NV 89102
17.2 The Plan shall be binding upon the Company and its respective
successors, and upon a Participant, Participant's Beneficiary,
assigns, heirs, executors and administrators.
17.3 The Plan shall be governed by and construed under the laws of the
State of Nevada.
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17.4 Headings in this Master Plan Document are inserted for convenience of
reference only. Any conflict between such headings and the text shall
be resolved in favor of the text.
17.5 Masculine pronouns wherever used shall include feminine pronouns and
when the context dictates, the singular shall include the plural.
17.6 In case any provision of the Plan shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but the Plan shall be construed and enforced
as if such illegal and invalid provisions had never been inserted
herein.
IN WITNESS WHEREOF the Company has executed this Master Plan Document
this 29th day of October, 1992.
SOUTHWEST GAS CORPORATION
By /s/ Michael O. Maffie
-----------------------
Title President and
Chief Operating Officer
-----------------------
10
FIRST AMENDMENT
TO THE SOUTHWEST GAS CORPORATION
DIRECTORS DEFERRAL PLAN
------------------------
Effective March 1, 1996, the Southwest Gas Corporation Directors Deferral Plan
is hereby amended pursuant to Article 14.1 of Plan, as follows:
1. Article 1.1 is hereby amended to read as follows:
1.1 "Account Balance" means a Participant's individual fund comprised of
Deferrals, rollover contributions from the PriMerit Bank, Federal
Saving Bank directors deferral plan and interest earnings credited
thereon up to the time of Benefit Distribution.
2. Article 3 is hereby amended to include a new Article 3.7, which reads as
follows:
3.7 The Plan will accept rollover contributions for Participants from
the PriMerit Bank, Federal Saving Bank directors deferral plan.
3. Article 4.1 is hereby amended to read as follows:
4.1 A Participant's Account Balance at the start of a Plan Year, any
Deferrals made during the Plan Year and rollover contributions from
the PriMerit Bank, Federal Saving Bank directors deferral plan will
earn, except as provided for in Article 4.2, interest annually at
150 percent of the Moody's Rate. Interest will be credited to a
Participant's account for Deferrals made during the Plan Year, as if
all Deferrals were made on the first day of the Plan Year. Interest
will be credited to a Participant's account for rollover
contributions, from the date such contributions are accepted by the
Plan.
IN WITNESS WHEREOF, the Board of Directors has adopted this amendment,
effective on the date stated above, on this 5th day of March, 1996.
SOUTHWEST GAS CORPORATION
By: /s/ Michael O. Maffie
-------------------------
Michael O. Maffie
President and
Chief Executive Officer