Exhibit 10.21
TECO ENERGY GROUP
RETIREMENT SAVINGS EXCESS BENEFIT PLAN
ARTICLE I
GENERAL
1.1 Introduction. This Retirement Savings Excess Benefit Plan (the
"excess plan") is an amendment and restatement of the TECO Energy Group
Savings Excess Benefit Plan which was originally established in 1984 and
has been amended from time to time as set forth in Schedule A. The plan is
designed to provide eligible officers who are members and beneficiaries of
the TECO Energy Group Retirement Savings Plan (the "savings plan") a
benefit corresponding to the savings deposits, matching employer
contributions and cancelled vacation contributions that would have been
allocated to the member's accounts under the savings plan but for legal
limitations on the benefits that may be provided under the savings plan.
This excess plan also allows eligible officers to defer compensation under
a voluntary salary reduction agreement.
1.2 Definitions. Unless otherwise defined, all terms used in this
excess plan shall have the same meaning as those terms used in the savings
plan.
1.3 No Right to Corporate Assets. This excess plan is unfunded, and
the employers will not be required to set aside, segregate, or deposit any
funds or assets of any kind to meet their obligations hereunder. Nothing
in this excess plan will give a member, a member's beneficiary or any other
person any equity or other interest in the assets of the employers, or
create a trust or a fiduciary relationship of any kind between the
employers and any such person. Any rights that a member, beneficiary or
other person may have under this excess plan will be solely those of a
general unsecured creditor of the employers. Notwithstanding the
foregoing, TECO Energy may establish a grantor trust of which it is treated
as the owner under Section 671 of the Internal Revenue Code to provide for
the payment of benefits hereunder.
1.4 Nonalienation of Benefits. The rights and benefits of a member
of this excess plan are personal to the member. No interest, right or
claim under this excess plan and no distribution therefrom will be
assignable, transferable or subject to sale, mortgage, pledge,
hypothecation, anticipation, garnishment, attachment, execution or levy,
except by designation of beneficiary.
1.5 Binding Effect of Plan. This excess plan will be binding upon
and inure to the benefit of members and designated beneficiaries and their
heirs, executors and administrators, and to the benefit of the employers
and their assigns and successors in interest.
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Exhibit 10.21
1.6 Administration. This excess plan will be administered by the
Retirement Savings Plan Committee of the savings plan (the "committee") who
will have sole responsibility for its interpretation.
1.7 Interpretation. The portion of this excess plan that provides
benefits in excess of the restrictions on annual additions under Section
6.11 of the savings plan is intended to be an "excess benefit plan" as
defined in Section 3(36) of ERISA. The portion of the plan that provides
all other benefits is intended to be a deferred compensation plan for a
select group of management or highly compensated employees as provided in
Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. The plan will be
interpreted in a manner that comports with the foregoing intentions. To
the extent not governed by federal law, this excess plan will be construed,
enforced and administered according to the laws of the State of Florida.
ARTICLE II
EXCESS PLAN BENEFITS
2.1 Excess Savings Deposits. A member's enrollment in the savings
plan will constitute an agreement to reduce his salary and defer
compensation under this excess plan in the amount of savings deposits that
he is prevented from contributing to the savings plan because of (a) the
limitations of Article VI of the savings plan, (b) the limit on applicable
compensation under Section 2.1 of the savings plan or (c) a reduction in
the member's applicable compensation attributable to voluntary salary
reduction deferrals under this excess plan. The member's enrollment also
constitutes his agreement that his employer may retain any savings deposits
that would otherwise be returned to him pursuant to the provisions of the
savings plan.
2.2 Excess Matching Contributions.
(a) Quarterly Match. Each member will be entitled to the amount
of the fixed quarterly match that would have been made for such member
under Section 5.1(a) of the savings plan for the quarter on savings
deposits that are credited under this excess plan during such quarter.
(b) Annual Match. Each member who was employed on the last day
of the plan year or whose employment ended during the plan year
because of death, disability or retirement will be entitled to the
amount of the variable annual match that would have been made for such
member under Section 5.1(b) of the savings plan on savings deposits
that are credited under this excess plan during such year.
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Exhibit 10.21
2.3 Excess Cancelled Vacation Contributions. Each member will be
entitled to any cancelled vacation contributions that his employer is
prevented from contributing on behalf of the member because of the
restrictions on annual additions under Article VI of the savings plan or
the nondiscrimination requirements of Section 401(a)(4) of the Code.
ARTICLE III
SALARY REDUCTION DEFERRALS
3.1 Eligibility. The Chief Executive Officer of TECO Energy will
from time to time designate those officers of TECO Energy and its
subsidiaries who are eligible to make salary reduction deferrals under the
salary reduction feature of the plan.
3.2 Voluntary Deferrals. An eligible officer may elect to contribute
amounts under this plan on a voluntary salary reduction basis, not to
exceed 50% of the officer's base salary and 100% of the officer's incentive
award for the year.
3.3 Salary Reduction Elections. A voluntary salary reduction
election must be made in writing on or before the December 31 preceding the
year during which the compensation is to be earned, except that (a)
elections for 1994 must be made on or before October 31, 1994 and (b)
elections for the first year of eligibility of newly eligible officers must
be made within 30 days of the date of initial eligibility. All elections
must be in writing and are irrevocable after the effective date of the
election. An election is effective only with respect to compensation
earned after the election and is effective through December 31 of the year
to which it applies.
ARTICLE IV
ACCOUNTS AND CREDITS
4.1 Establishment of Accounts. For recordkeeping purposes only, the
committee will establish and maintain for each member such of the following
accounts as are appropriate:
(a) an excess savings contribution account;
(b) an excess matching contributions account;
(c) an excess cancelled vacation contributions account; and
(d) a salary reduction contributions account.
Credits and charges to such accounts will be made as provided in the plan.
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Exhibit 10.21
4.2 Credits to Excess Accounts. Excess savings deposits, excess
quarterly and annual matching contributions and excess cancelled vacation
contributions will be credited to the appropriate account as of the date
the amount would otherwise have been credited to the corresponding account
under the savings plan.
4.3 Credits to Salary Reduction Contributions Account. Salary
reduction contributions will be credited to a member's salary reduction
contributions account as of the date the amount would otherwise have been
paid to the member. The amount credited to a member's salary reduction
contributions account may be reduced to reflect the amount needed to
satisfy any tax withholding obligations attributable to the contribution.
4.4 Crediting Earnings. The committee will credit earnings to each
member's accounts in accordance with the method of determining earnings
established from time to time by the Compensation Committee of the Board of
Directors of TECO Energy. In the event of a change in control of TECO
Energy, the method of determining earnings with respect to amounts credited
to the plan for any year up to and including the year of the change in
control may not result in an earnings rate that is less favorable than the
rate that would apply under the method as in effect immediately before the
change in control. For purposes of this section, a "change in control of
TECO Energy" shall mean a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") whether or not TECO Energy is in fact required
to comply therewith; provided, that, without limitation, such change in
control shall be deemed to have occurred if:
(e) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than TECO Energy, any Trustee or
other fiduciary holding securities under an employee benefit plan of
TECO Energy or a corporation owned, directly or indirectly, by the
stockholders of TECO Energy in substantially the same proportions as
their ownership of stock of TECO Energy, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of TECO Energy representing 30% or more of
the combined voting power of TECO Energy's then outstanding
securities;
(f) during any period of 24 consecutive months (not including
any period prior to the effective date of this agreement), individuals
who at the beginning of such period constitute the board of directors
of TECO Energy (the "board") and any new director (other than a
director designated by a person who has entered into an agreement with
TECO Energy to effect a transaction described in paragraphs (a), (c)
or (d) of this Section 4.4) whose election by the board or nomination
for election by the stockholders of TECO Energy was approved by a vote
of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof;
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Exhibit 10.21
(g) the stockholders of TECO Energy approve a merger or
consolidation of TECO Energy with any other corporation, other than
(i) a merger or consolidation which would result in the voting
securities of TECO Energy outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least 50%
of the combined voting securities of TECO Energy or such surviving
entity outstanding immediately after such merger or consolidation or
(ii) a merger or consolidation effected to implement a
recapitalization of TECO Energy (or similar transaction) in which no
"person" (as hereinabove defined) acquires 30% or more of the combined
voting power of TECO Energy's then outstanding securities; or
(h) the stockholders of TECO Energy approve a plan of complete
liquidation of TECO Energy or an agreement for the sale or disposition
by TECO Energy of all or substantially all of TECO Energy's assets.
ARTICLE V
DISTRIBUTIONS
5.1 Distributions. Distributions to a member upon retirement, death
or other termination of employment will be made at the same time and in the
same form as distributions to the member under Section 10.4 of the savings
plan. For forms of distribution other than a lump sum or installments for
a fixed period of years, the committee will distribute benefits at a time
and in a form that most closely approximates the form and time of
distributions to the member under the savings plan.
5.2 Designation of Beneficiary. A member may designate one or more
beneficiaries to receive any portion of the amount remaining in his
accounts as of the date of death and may revoke or change such a
designation at any time. If the member names two or more beneficiaries,
distribution to them will be in such proportions as the member designates
or, if the member does not so designate, in equal shares. Any designation
of beneficiary will be in writing on such form as the committee may
prescribe and will be effective upon filing with the committee. Any
portion of a distribution payable upon the death of a member which is not
disposed of by a designation of beneficiary, for any reason whatsoever,
will be paid to the member's spouse if living at his death, otherwise
equally to the member's natural and adopted children (and the issue of a
deceased child by right of representation), otherwise to the member's
estate.
5.3 Hardship Distributions from Accounts. The committee may, in its
discretion, distribute a portion or all of the member's accounts in case of
the member's financial hardship. The committee will determine the date of
payment of the distribution.
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Exhibit 10.21
5.4 No Withdrawals. Except as provided in Section 5.3, a member may
not withdraw amounts credited to his accounts.
ARTICLE VI
AMENDMENT AND TERMINATION
6.1 Amendment. TECO Energy may, without the consent of any member,
beneficiary or other person, amend this excess plan at any time and from
time to time; provided, however, that no amendment will reduce the amount
then credited to the excess account of any member.
6.2 Termination. TECO Energy may terminate this excess plan at any
time. Upon termination of the plan, payments from a member's excess
account will be made in the manner and at the time prescribed in Section
5.1, provided that TECO Energy may, in its discretion, distribute a
member's account in a lump sum as soon as practicable after the date the
excess plan is terminated.
EXECUTED as of the effective dates set forth in Schedule A.
TECO ENERGY, INC.
By: /s/ T. L. Guzzle
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Exhibit 10.21
Schedule A
Plan Amendments
1. The plan was established as an excess plan effective as of
January 1, 1984.
2. The plan was amended and restated effective as of January 1, 1990
(a) to expand eligibility for the plan to all employees of employers in the
TECO Energy Group, (b) to add provisions to provide for benefits lost under
the savings plan as a result of the compensation limit under the savings
plan, and (c) to conform the plan to changes in the savings plan, including
the addition of the ESOP feature to the savings plan.
3. The plan was amended and restated (a) to change the method of
determining the return to be earned on plan accounts effective as of
January 1, 1994 and (b) to add the voluntary salary reduction feature and
to make certain other compliance changes effective as of October 1, 1994.
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