Exhibit 10.2
QUESTAR CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
(As Amended and Restated October 26, 2000)
1. Purpose of Plan.
The purpose of the Deferred Compensation Plan for Directors
("Plan") is to provide Directors of Questar Corporation (the
"Company") with an opportunity to defer compensation paid to
them for their services as Directors.
2. Eligibility.
Subject to the conditions specified in this Plan or otherwise
set by the Executive Committee of the Company's Board of
Directors, all voting Directors of the Company who receive
compensation for their service as Directors are eligible to
participate in the Plan. Eligible Directors are referred to as
"Directors." Directors who elect to defer receipt of fees or
who have account balances are referred to as "Participants" in
this Plan.
3. Administration.
The Company's Board of Directors shall administer the Plan and
shall have full authority to make such rules and regulations
deemed necessary or desirable to administer the Plan and to
interpret its provisions.
4. Election to Defer Compensation.
(a) Time of Election. A Director can elect to defer
future compensation or to change the nature of his election for
future compensation by submitting a notice prior to the
beginning of the calendar year. A newly elected Director is
entitled to make a choice within five days of the date of his
election or appointment to serve as a Director to defer payment
of compensation for future service. An election shall continue
in effect until the termination of the Participant's service as
a Director or until the end of the calendar year during which
the Director serves written notice of the discontinuance of his
election.
All notices of election, change of election, or discontinuance
of election shall be made on forms prepared by the Corporate
Secretary and shall be dated, signed, and filed with the
Corporate Secretary. A notice of change of election or
discontinuance of election shall operate prospectively from the
beginning of the calendar year, but any compensation deferred
shall continue to be held and shall be paid in accordance with
the notice of election under which it was withheld.
(b) Amount of Deferral. A Participant may elect to defer
receipt of all or a specified portion of the compensation
payable to him for serving as a Director and attending Board
and Committee Meetings as a Director. For purposes of this
Plan, compensation does not include any funds paid to a
Director to reimburse him for expenses or any income recognized
by him as a result of exercising options under the Company's
Stock Option Plan for Directors.
(c) Period of Deferral. When making an election to defer all
or a specified percentage of his compensation, a Participant
shall elect to receive the deferred compensation in a lump sum
payment within 45 days following the end of his service as a
Director or in a number of annual installments (not to exceed
four), the first of which would be payable within 45 days
following the end of his service as a Director with each
subsequent payment payable one year thereafter. Under an
installment payout, the Participant's first installment shall
be equal to a fraction of the balance in his Deferred
Compensation Account as of the last day of the calendar month
preceding such payment, the numerator of which is one and the
denominator of which is the total number of installments
selected. The amount of each subsequent payment shall be a
fraction of the balance in the Participant's Account as of the
last day of the calendar month preceding each subsequent
payment, the numerator of which is one and the denominator of
which is the total number of installments elected minus the
number of installments previously paid. The term "balance," as
used herein, refers to the amount credited to a Participant's
Account or to the Fair Market Value (as defined in Section 5
(a)) of the Phantom Shares of the Company's Common Stock
credited to his Account.
(d) Phantom Stock Option and Certificates of Deposit Option.
When making an election to defer all or a specified percentage
of his compensation, a Participant shall choose between two
methods of determining earnings on the deferred compensation.
He may choose to have such earnings calculated as if the
deferred compensation had been invested in the Company's Common
Stock at the Fair Market Value (as defined in Section 5 (a)) of
such stock as of the date such compensation amount would have
otherwise been payable to him ("Phantom Stock Option") or may
choose to have earnings calculated as if the deferred
compensation had been invested in negotiable certificates of
deposit at the time such compensation would otherwise be
payable to him ("Certificates of Deposit Option").
The Participant must choose between the two options for all of
the compensation he elects to defer in any given year. He may
change the option for future compensation by filing the
appropriate notice with the Corporate Secretary before the
first day of each calendar year, but such change shall not
affect the method of determining earnings for any compensation
deferred in a prior year.
5. Deferred Compensation Account.
A Deferred Compensation Account ("Account") shall be
established for each Participant.
(a) Phantom Stock Option Account. If a Participant elects the
Phantom Stock Option, his Account will include the number of
shares and partial shares of the Company's Common Stock (to
four decimals) that could have been purchased on the date such
compensation would have otherwise been payable to him. The
purchase price for such stock is the Fair Market Value of such
stock, i.e., the closing price of such stock as reported on the
Composite Tape of the New York Stock Exchange for such date or
the next preceding day on which sales took place if no sales
occurred on the actual payable date.
The Participant's Account shall also include the dividends
that would have become payable during the deferral period if
actual purchases of Common Stock had been made, with such
dividends treated as if invested in Common Stock as of the
payable date for such dividends.
(b) Certificates of Deposit Option Account. If a Participant
elects the Certificates of Deposit Option, his Account will be
credited with any compensation deferred by the Participant at
the time such compensation would otherwise be payable and with
interest calculated at a monthly rate using the typical rates
paid by major banks on new issues of negotiable Certificates of
Deposit on amounts of $1,000,000 or more for one year as quoted
in The Wall Street Journal under "Consumer Savings Rates" on
the Thursday closest to the end of the month or other published
source of such rates as identified by Questar Corporation's
Treasury department. The interest credited to each Account
shall be based on the amount held in the Account at the
beginning of each particular month.
6. Statement of Deferred Compensation Account.
Within 45 days after the end of the calendar year, a
statement will be sent to each Participant listing the balance
in his Account as of the end of the year.
7. Retirement
Upon retirement or resignation as a Director from the
Board of Directors or upon appointment as a non-voting Senior
Director, a Participant shall receive payment of the balance in
his Account in accordance with the terms of his prior
instructions and the terms of the Plan. Upon appointment as a
non-voting Senior Director of the Company, a Participant shall
also receive payment of account balances under any other
Deferred Compensation Plans maintained by the Company's
affiliates unless the Participant serves as a Director of the
affiliate maintaining the account balance.
8. Payment of Deferred Compensation.
(a) Phantom Stock Option. The amount payable to the
Participant choosing the Phantom Stock Option shall be the cash
equivalent of the stock using the Fair Market Value of such
stock on the date of withdrawal.
(b) Certificates of Deposit Option. The amount payable to the
Participant choosing the Certificate of Deposit Option shall
include the interest on all sums credited to the Account, with
such interest credited to the date of withdrawal.
(c) The date of withdrawal for both the Phantom Stock Option
Account and the Certificates of Deposit Option Account shall be
the last day of the calendar month preceding payment or if
payment is made because of death, the date of death.
(d) The payment shall be made in the manner (lump sum or
installment) chosen by the Participant. In the event of a
Participant's death, payment shall be made within 45 days of
the Participant's death to the beneficiary designated by the
Participant or, in the absence of such designation, to the
Participant's estate.
9. Payment, Change in Control
Notwithstanding any other provisions of this Plan or
deferral elections made pursuant to Section 4 of this Plan, a
Director, in the event of a Change in Control of the Company,
shall be entitled to elect a distribtuion of his account
balance within 60 days following the date of a Change in Control.
A "Change in Control" of the Company shall be deemed to
have occurred if (i) any "Acquiring Person" (as such term is
defined in the Rights Agreement dated as of February 13, 1996,
between the Company and ChaseMellon Shareholder Services L.L.C.
("Rights Agreement")) is or becomes the beneficial owner (as
such term is used in Rule 13d-3 under the Securities Exchange
Act of 1934) of securities of the Company representing 25
percent or more of the combined voting power of the Company; or
(ii) the following individuals cease for any reason to
constitute a majority of the number of directors then serving:
individuals who, as of May 19, 1998, constitute the Company's
Board of Directors ("Board") and any new director (other than a
director whose initial assumption of office is in connection
with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the election
of directors of the Company) whose appointment or election by
the Board or nomination for election by the Company's
stockholders was approved or recommended by a vote of at least
two-thirds of the directors then still in office who either
were directors on May 19, 1998, or whose appointment, election
or nomination for election was previously so approved or
recommended; or (iii) the Company's stockholders approve a
merger or consolidation of the Company or any direct or
indirect subsidiary of the Company with any other corporation,
other than a merger or consolidation that would result in the
voting securities of the Company outstanding immediately prior
to such merger or consolidation continuing to represent (either
by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) at
least 60 percent of the combined voting power of the securities
of the Company or such surviving entity or its parent
outstanding immediately after such merger or consolidation, or
a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in
which no person is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 25
percent or more of the combined voting power of the Company's
then outstanding securities; or (iv) the Company's stockholders
approve a plan of complete liquidation or dissolution of the
Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets, other than a sale or disposition by the
Company of all or substantially all of the Company's assets to
an entity, at least 60 percent of the combined voting power of
the voting securities of which are owned by stockholders of the
Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale. A
Change in Control, however, shall not be considered to have
occurred until all conditions precedent to the transaction,
including but not limited to, all required regulatory approvals
have been obtained.
10. Hardship Withdrawal.
Upon petition to and approval by the Executive Committee, a
Participant may withdraw all or a portion of the balance in his
Account in the case of financial hardship in the nature of an
emergency, provided that the amount of such withdrawal cannot
exceed the amount reasonable necessary to meet the financial
hardship. The Executive Committee shall have sole discretion
to determine the circumstances under which such withdrawals are
permitted.
11. Amendment and Termination of Plan
The Plan may be amended, modified or terminated by the
Company's Board of Directors. No amendment, modification, or
termination shall adversely affect a Participant's rights with
respect to amounts accrued in his Account. In the event that
the Plan is terminated, the Board of Directors has the right to
make lump-sum payments of all Account balances on such date as
it may determine.
12. Nonassignability of Plan.
The right of a Participant to receive any unpaid portion of
his Account shall not be assigned, transferred, pledged or
encumbered or be subject in any manner to alienation or
attachment.
13. No Creation of Rights.
Nothing in this Plan shall confer upon any Participant the
right to continue as a Director. The right of a Participant to
receive any unpaid portion of his Account shall be an unsecured
claim against the general assets and will be subordinated to
the general obligations of the Company.
14. Effective Date.
The Plan shall become effective on October 15, 1984, and shall
remain in effect until it is discontinued by action of the
Company's Board of Directors. The Plan was amended and
restated effective May 1, 1991, was amended and restated
effective February 13, 1996, and was further amended and
restated effective May 19, 1998.