Exhibit 10.14
TECO ENERGY GROUP
RETIREMENT SAVINGS EXCESS BENEFIT PLAN
1998 Amendment and Restatement
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.
98
Exhibit 10.14
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.
2. 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.
(a) 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.
99
Exhibit 10.14
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.
100
Exhibit 10.14
Credits and charges to such accounts will be made as provided in the
plan.
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:
(a) 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;
(b) 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
101
Exhibit 10.14
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;
(c) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with
any other corporation, other than (i) a merger or consolidation
resulting in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
r e m aining outstanding or by being converted into voting
securities of the surviving entity) at least 65% of the combined
voting securities of the Company or such surviving entity or any
parent thereof outstanding immediately after such merger or
consolidation or (ii) a merger or consolidation effected to
i m p lement a recapitalization of the Company (or similar
transaction) in which no "person" (as hereinabove defined)
acquires 30% or more of the combined voting power of the
Company's then outstanding securities; or
(d) the stockholders of the Company approve a plan of
complete liquidation of the Company or there is consummated the
sale or disposition by the Company of all or substantially all of
the Company'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
d e signation 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
102
Exhibit 10.14
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.
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:_____________________________________
R. A. Dunn
Vice President - Human Resources
103
Exhibit 10.14
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.
4. The plan was amended and restated effective as of July 15,
1998 to make the definition of "change in control of TECO Energy"
consistent with the revised definition of such term in other TECO
Energy benefit plan documents.
104