Form Rev. 4/17/96
Exhibit 10(a)
RESTATED EXECUTIVE RETIREMENT SUPPLEMENT AGREEMENT
THIS RESTATED EXECUTIVE RETIREMENT SUPPLEMENT AGREEMENT made
effective as of between Energen Corporation, a
corporation (the "Company"), and
(the "Executive").
R E C I T A L S
The Executive has been employed by the Company and/or one or more
of its subsidiaries for a number of years, and as an employee has
provided capable executive leadership and management so as to enable the
Company to operate efficiently and effectively.
The Company and the Executive heretofore entered into that
certain agreement captioned Executive Retirement Supplement Agreement
and dated _____________, 19___ as heretofore amended (the "Original
Agreement") to provide for payment to the Executive and his eligible
spouse certain deferred compensation in the form of a retirement
supplement under certain circumstances.
The Company and the Executive now desire to amend and restate the
Original Agreement.
NOW, THEREFORE, in consideration of the mutual promises of the
parties and in accordance with the provisions of Section 3.1 of the
Original Agreement, the Original Agreement is hereby amended to read as
follows:
ARTICLE 1--DEFINITIONS
1.1 Agreement: This document, including any attached schedules, and
any amendments to the same.
1.2 Birthday: An anniversary of the Executive's birth regardless of
whether he survives to such anniversary.
1.3 Cause: Termination of employment by the Employer for "Cause"
shall mean termination based on any of the following:
(a) The willful and continued failure by the Executive to
substantially perform such Executive's duties with the Employer (other
than any such failure resulting from such Executive's incapacity due to
physical or mental illness) after a written demand for substantial
performance is delivered to the Executive specifically identifying the
manner in which such Executive has not substantially performed such
Executive's duties;
(b) The engaging by the Executive in willful misconduct which is
demonstrably injurious to the Employer monetarily or otherwise; or
(c) The conviction of the Executive of a felony.
1.4 Code: The Internal Revenue Code of 1986, as the same may from
time to time be amended.
1.5 Committee: The Officers Review Committee of the Board of
Directors of the Company or any person or persons appointed by the Board
of Directors to administer the Agreement.
1.6 Compensation: The sum of A plus B. For purposes of this
definition, A shall equal the average aggregate monthly basic pay from
all Employers for the 36 consecutive calendar months during which the
Executive had the highest average monthly basic pay out of the 60
calendar months immediately preceding the Severance Date. For purposes
of this definition, B shall equal C divided by 12, where C equals the
average of the Executive's three highest annual cash incentive awards
under the Energen Annual Incentive Compensation Plan (or successor
annual cash incentive plan) for the five Company fiscal years
immediately preceding the earlier of (i) the fiscal year during which
the Severance Date occurs or (ii) the fiscal year during which the
Executive's 61st birthday occurs.
1.7 Disability: Total and permanent disability which entitles the
Executive to a disability benefit under the disability program sponsored
and/or maintained by the Company or his Employer.
1.8 Eligibility Date: The earliest date on which the Executive could
be entitled to receive his "primary insurance amount" or any portion
thereof under the federal Social Security Act as amended and in effect
on the Severance Date assuming that the Executive survives to such date.
1.9 Employer: The Company and any and all subsidiaries of the
Company and their respective successors and assigns.
1.10 Lump Sum Election: An election made by the Executive pursuant to
Section 2.5 to receive a lump sum payment in lieu of the Supplemental
Retirement Benefit.
1.11 Normal Retirement Date: The first day of the month on or next
following the Executive's 60th Birthday; provided, however, if the
Executive's employment with an Employer continues beyond such date, the
first day of the month on or next following the date on which the
Executive actually Retires shall be his Normal Retirement Date.
1.12 Present Value: The present value of a benefit or benefits
determined using the discount rate used to determine the present value
of payments under Section 280G of the Code that is in effect at the date
payment is to be made and the mortality assumptions utilized to
determine actuarial equivalent benefits under the Retirement Plan at
that date.
1.13 Retire or Retirement: Termination of employment (for whatever
reason including death) from all Employers after attaining age 60.
1.14 Retirement Plan: The "Energen Corporation Retirement Income
Plan," as the same may be amended and in effect from time to time
hereafter.
1.15 Retirement Plan Benefit: The monthly amount of retirement
benefit payable to the Executive from the Retirement Plan in the normal
form, with no election of an optional form of payment, calculated under
the terms of the Retirement Plan as in effect on the Severance Date and
with the following assumptions: (i) the Executive will accrue no Years
of Service or partial Years of Service under the Retirement Plan after
the Severance Date; (ii) the first payment to the Executive under the
Retirement Plan will be made on the first day of the month on or next
following the later of the Executive's 60th Birthday or the Severance
Date; and (iii) the Executive will live to the payment date described in
the preceding clause (ii).
1.16 Service: The number of the Executive's completed months of
continuous employment with the Employer ending on the Executive's
Severance Date.
1.17 Service Factor: If the Executive has 240 or more months of
Service then the Service Factor shall equal one (l). At any time prior
to the time when the Executive has both earned a vested benefit under
the Retirement Plan and been continuously employed by an Employer for
five years, the Service Factor shall be 0. Except as otherwise provided
in the foregoing sentences, the Service Factor shall be a fraction, the
numerator of which shall be the number of the Executive's months of
Service and the denominator of which shall be 240.
1.18 Severance Date: The earlier of (i) the first date on which (for
whatever reason) the Executive is no longer employed by an Employer, or
(ii) the date of termination of this Agreement pursuant to Article 3.
1.19 Social Security Benefit: The amount of the monthly benefit, as
estimated by the Committee in a consistent and uniform manner, which,
under the provisions of the federal Social Security Act as amended and
in effect on the Severance Date, such Executive is, or will be, entitled
to receive as his "primary insurance amount" or any portion thereof at
the later of the Eligibility Date or the Normal Retirement Date assuming
(i) that he has or will make appropriate and timely application for such
benefit, (ii) that no event has occurred or will occur by reason of
which the amount of such benefit has been or will be delayed, suspended
or forfeited in whole or in part, (iii) that if the Severance Date
occurs prior to the Executive's 60th Birthday, the Executive will
continue to receive, until his 60th Birthday, earnings at the
Compensation rate taxable as wages by the Social Security Act, and (iv)
that, after the later to occur of the Executive's 60th birthday or
Normal Retirement Date, the Executive will have no further earnings
taxable as wages by the Social Security Act.
1.20 Spouse: The spouse to whom the Executive was married at the date
of his death and throughout the twelve-month period preceding his
Severance Date.
1.21 Supplemental Retirement Benefit: The benefit described in
Section 2.2.
1.22 Supplemental Spouse's Retirement Benefit: The benefit described
in Section 2.3.
1.23 The masculine gender shall be deemed to include the feminine; the
feminine to include the masculine; the singular to include the plural;
and the plural to include the singular in each case where appropriate.
ARTICLE 2 - - BENEFITS
2.1 Eligibility. The Executive and Spouse, as applicable, shall be
entitled to the benefits described in Sections 2.2 and 2.3; provided,
that no benefits shall be paid under this Agreement if (i) the
Executive's employment by an Employer is terminated for Cause, or (ii)
the Severance Date occurs for any reason before the Executive has both
earned a vested benefit under the Retirement Plan and been continuously
employed by an Employer for five years.
2.2 Supplemental Retirement Benefit. Subject to the other provisions
of this Agreement, commencing on the Executive's Normal Retirement Date
the Executive shall be entitled to receive a Supplemental Retirement
Benefit, which shall be payable monthly during the Executive's life with
the last payment being the payment made or due for the month in which
the Executive dies. No benefit shall be payable under this Section 2.2
if the Executive dies on or before the Normal Retirement Date.
The Supplemental Retirement Benefit shall be an amount equal to
the product of "A" multiplied by the Service Factor. With respect to
Supplemental Retirement Benefit payments made for periods commencing
prior to the Eligibility Date, "A" shall equal the amount by which 60%
of Compensation exceeds the Retirement Plan Benefit. With respect to
Supplemental Retirement Benefit payments made for periods commencing on
or after the Eligibility Date, "A" shall equal the amount by which 60%
of Compensation exceeds the sum of the Retirement Plan Benefit plus the
Social Security Benefit.
If the Executive terminates employment due to Disability, (i) the
period that the Executive receives disability benefits from a disability
program sponsored or maintained by an Employer shall be treated as
Service, and (ii) the Supplemental Retirement Benefit shall not
commence, and the Executive shall not be deemed to have had a Severance
Date, while the Executive is receiving disability benefits payable from
a disability program sponsored or maintained by an Employer. For
purposes of this Section 2.2, reclassification under the Retirement Plan
from Disability Retirement to Retirement shall constitute cessation of
disability benefits.
2.3 Supplemental Spouse's Retirement Benefit.
(a) Subject to the other provisions of this Agreement, following
the Executive's death the surviving Spouse shall be entitled to a
Supplemental Spouse's Retirement Benefit, which shall be payable monthly
commencing on the later of (i) the first day of the month following the
month of the Executive's death or (ii) the first day of the month of the
Executive's 55th Birthday, and continuing until the Spouse's death. The
Supplemental Spouse's Retirement Benefit shall be an amount equal to 50%
of the monthly Supplemental Retirement Benefit which the Executive would
have been entitled to receive had death not occurred (based on Service
through the Severance Date and adjusting on the Eligibility Date);
provided that if the Executive's death occurs after the Severance Date,
for each of the first three months following the Executive's death the
Supplemental Spouse's Retirement Benefit shall be 100% of such amount.
(b) If the Executive shall die while a Lump Sum Election is in
effect and while the Executive is still employed by the Employer, the
surviving Spouse shall receive in lieu of the benefit described in
Section 2.3(a) above, a lump sum payment equal to one-half of the
Present Value of the Supplemental Retirement Benefit which the Executive
would have been entitled to receive based on Service through the
Severance Date if the Executive had survived to the Normal Retirement
Date. Such benefit shall be paid as promptly as practicable after the
Executive's death and, in all events, within forty-five (45) days after
the Executive's death. For purposes of this Section 2.3(b), the
determination of whether a Spouse has survived the Executive shall be
made in accordance with the provisions of Section 43-8-43 of the Code of
Alabama of 1975, as the same may from time to time be amended (as of the
date of this Agreement, Section 43-8-43 generally treats a person as
having predeceased a decedent unless the person survives the decedent by
five days).
(c) If the Executive shall die after the Severance Date, while a
Lump Sum Election is in effect, and prior to receipt of the lump sum
payment, the lump sum benefit shall be payable to the Executive's estate
and no Supplemental Spouse's Retirement Benefit shall be payable to the
surviving Spouse, if any.
(d) If the Executive dies after payment of a lump sum pursuant
to Section 2.5, no Supplemental Spouse's Retirement Benefit shall be
payable to the Executive's surviving Spouse, if any.
(e) No benefit shall be payable following the Executive's death
except as provided in this Section 2.3.
2.4 Spouse's Age. If a Spouse who is entitled to a benefit under
this Article 2 is more than ten (10) years younger than the Executive,
any benefit payable to the Spouse under this Section 2.3(a) (but not
2.3(b)) shall be reduced by 1/20 for each full year of age difference
more than ten (10).
2.5 Payment Elections.
(a) By checking the appropriate box on the signature page
of this Agreement, the Executive may elect to receive, in lieu of the
Supplemental Retirement Benefit to which he will otherwise become
entitled under Section 2.2 hereof, a lump sum payment that is the
Present Value, as of the date payment is made, of such Supplemental
Retirement Benefit. Such payment shall be made as promptly as
practicable after the Executive's Severance Date and, in all events,
within forty-five (45) days after such Severance Date.
(b) By executing and filing with the Company a form
substantially identical to Exhibit I hereof, or such other form as the
Company may prescribe or approve, the Executive may revoke an election
made pursuant to paragraph (a) above or may make any election which
could be made pursuant to such paragraph, but any such election or
revocation of an election shall not become effective if the Executive's
Severance Date occurs within one year from the date such revocation or
election is made.
2.6 Leave of Absence. In the event the Executive is granted a leave
of absence, his employment shall be deemed to continue and shall be
treated as Service, during the period of such leave of absence unless
specifically determined to the contrary by the Committee.
ARTICLE 3 - - AMENDMENT OR TERMINATION OF AGREEMENT
3.1 Subject to Section 3.2 below, the Company reserves the right to
terminate this Agreement at any time by action of its Board of Directors
or the Committee, and the continuance of this Agreement is not
guaranteed to the Executive.
3.2 No termination of this Agreement shall operate to reduce, cancel
or void the Company's obligation to pay benefits provided for under this
Agreement and accrued prior to the Severance Date.
3.3 This Agreement may be amended by written instrument executed by
the Executive and by an officer of the Company thereunto duly authorized
by the Board of Directors of the Company.
ARTICLE 4 - - MISCELLANEOUS
4.1 This Agreement shall under no circumstances be deemed to have any
effect upon the terms or conditions of employment of the Executive. The
establishment and maintenance of this Agreement shall not be construed
as creating or modifying any contract between an Employer and the
Executive nor is it in lieu of any other benefits. This Agreement shall
under no circumstances be deemed to constitute a contract of insurance.
4.2 This Agreement shall not give the Executive the right to be
retained in the employ of an Employer or any right or interest hereunder
other than as specifically provided herein.
4.3 Benefits under this Agreement shall not be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge or
encumbrance by the Executive or the Spouse and any attempt to so
transfer or encumber the benefits shall be null and void. Benefits
under this Agreement shall not be subject to or liable for the debts,
contracts, liabilities, engagements or torts of the Executive or of the
Spouse nor may the same be subject to attachment or seizure by any
creditor of the Executive or his spouse under any circumstances.
4.4 In the event of the Executive's Retirement, Disability or death,
he or his Spouse, as the case may be, should notify the Committee
promptly, and the Committee will then provide a Claimant's statement
form for completion which should be returned to the Committee together
with evidence of Disability or with an official death certificate, if
applicable. In the event that any claim hereunder is denied, the
Committee will provide adequate notice in writing to the Executive or
Spouse, setting forth the specific reasons for such denial and, in
addition, the Committee will afford a reasonable opportunity for a full
and fair review of those reasons.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Executive has hereunto
set his hand and seal all as of the day and year first above written.
ENERGEN CORPORATION
By:
Its:
EXECUTIVE
ELECTION
I hereby elect to have my benefit paid as provided in
Section 2.2 of this Agreement.
Pursuant to Section 2.5 of this Agreement, I hereby elect to
have my benefit paid in a lump sum.
EXHIBIT I
ELECTION
PURSUANT TO
RESTATED EXECUTIVE RETIREMENT SUPPLEMENT AGREEMENT
I hereby revoke any and all elections heretofore made by me
pursuant to the terms of that certain Restated Executive Retirement
Supplement Agreement entered into by and between Energen Corporation and
myself dated as of February 28, 1996, and elect to have my benefit
paid as provided in Section 2.2 of such Agreement.
paid in a lump sum pursuant to Section 2.5 of such
Agreement.
I understand that the foregoing election (and revocation, if
applicable), will not become effective if my Severance Date occurs
within one-year from the date of acceptance indicated below.
EXECUTIVE
Accepted by:
ENERGEN CORPORATION
By:
Its:
Date: