Exhibit 10(s)
DIRECTOR RETIREMENT PLAN
This Retirement Plan for the benefit of the Directors of IES
INDUSTRIES, INC. is adopted this 1st day of February, 1994 and revised
effective November 6, 1996, by IES INDUSTRIES INC. (hereafter the
"Company").
WITNESSETH:
WHEREAS, the Company wishes to provide a non-qualified
retirement benefit for its Directors, subject to a Director satisfying
certain conditions and periods of service as a Director with the Company
as set forth herein.
NOW, THEREFORE, the Company hereby adopts the following non-
qualified Retirement Plan (the "Plan"):
ARTICLE I
1.1 Right to Participate Under This Plan and Loss of Such
Right. The only individuals eligible to participate under this Plan
shall be those Directors of the Company who are serving on the date of
the adoption of this Plan or who subsequently serve on the Board of
Directors of the Company, and who complete the required years of service
with the Company as a Director and who satisfy the other terms and
conditions of this Plan.
ARTICLE II
2.1 Director. "Director" shall mean an individual elected by
the shareholders of the Company to serve as a member of the Board of
Directors of the Company.
2.2 Qualified Director. "Qualified Director" shall mean a
Director who has served at least forty-eight (48) months (service before
the adoption of this Plan shall be taken into account for this purpose)
as a Director of the Company, as a Director of IOWA SOUTHERN INC. or IE
INDUSTRIES INC. and who has not acted in a manner detrimental to the
best interests of the Company as determined by the Board of Directors.
The service requirement may be satisfied by continuous or non-continuous
service as a Director.
2.3 Qualified Inside Director. "Qualified Inside Director"
shall mean any Qualified Director who has served as a Director while in
regular employee status with the Company, IES UTILITIES INC. or any
affiliated companies.
2.4 Annual Directors Fee. "Annual Directors Fee" shall mean
the annual outside Directors Fee in effect at the time of a Qualified
Director's termination of his or her position as a Director with the
Company. For those Directors who are Directors as of November 6, 1996,
and who will not be a Director as a result of the Merger among WPL
Holdings, Inc. and Interstate Power Company, the "Annual Directors Fee"
shall mean the annual cash fee and the value of the common stock award
in effect at the time of that Director's termination as a Director.
2.5 Surviving Spouse. "Surviving Spouse" shall mean the
individual, if any, married to a Qualified Director at the time of his
or her death.
2.6 Retirement Benefit. "Retirement Benefit," shall mean an
amount equal to eighty percent (80%) of the Annual Directors Fee. Such
benefit shall be paid on the date the Company pays Annual Directors Fee.
2.7 Death Benefit. "Death Benefit" shall mean an amount
equal to eighty percent (80%) of the Annual Directors Fee. Such benefit
shall be paid on the date the Company pays Annual Directors Fee.
2.8 Board of Directors. "Board of Directors" shall mean the
Board of Directors of the Company.
2.9 Benefit Period. "Benefit Period" shall mean a period of
four (4) years plus one (1) additional year for each additional twelve
(12) months of service as a Director after forty-eight (48) months of
service, subject to the limitation that in no event shall the Benefit
Period be more than eight (8) years.
ARTICLE III
3.1 Receipt of Retirement Benefit upon Director's Retirement
from the Company. Subject to Paragraph 3.2 of this Article and the
provisions of Article V, a Qualified Director shall receive an amount
equal to the Retirement Benefit, as established in Paragraph 2.6 of
Article II of this Plan, for the Benefit Period, as established under
Paragraph 2.9 of Article II. The Retirement Benefit shall be paid to
the Qualified Director or his or her Surviving Spouse. Payment of the
Retirement Benefit shall commence to a Qualified Director, other than a
Qualified Inside Director, on the next date, following the Qualified
Director's termination as a Director, that the Company pays the Annual
Directors Fee to its Board of Directors. Payment of the Retirement
Benefit shall be made to a Qualified Inside Director on the next date
one (1) year following the later of the Qualified Inside Director's
termination as a Director or termination of employment with the Company
or any affiliate that the Company pays the Annual Directors Fee to its
Board of Directors.
3.2 Benefit Payable to Surviving Spouse Prior to Receipt by
Director of Benefits for the Benefit Period. Subject to the provisions
of Article V, in the event of the death of the Qualified Director after
termination as a Director, but prior to the Qualified Director receiving
the Retirement Benefit payments for the Benefit Period that he or she is
entitled to receive from the Company under this Plan, the Surviving
Spouse of the Qualified Director shall be entitled to receive the
Retirement Benefit payments under this Plan until the earlier of (a) the
receipt by the Qualified Director and his or her Surviving Spouse of
Retirement Benefit payments under this Plan for the Benefit Period that
the Director was entitled to receive; or (b) the Surviving Spouse's
death.
ARTICLE IV
4.1 Death Benefit Payable Prior to Termination as a Director.
Subject to the provisions of Article V, if a Director dies while serving
as a Director with the Company and at the time of death was a Qualified
Director, the Company shall pay to the Surviving Spouse of the Qualified
Director a Death Benefit as defined in Paragraph 2.7. The Death
Benefit, if any, payable under this Article is to be made in yearly
payments (on the date that Company pays the Annual Directors Fee) for a
period equal to the Benefit Period for which the Director was entitled
to receive benefit payments at the time of his or her death. The first
payment to be made under this Article shall be on the next date that the
Company pays its Annual Directors Fee following the death of the
Director. If the Qualified Director leaves no Surviving Spouse or the
Surviving Spouse dies prior to the receipt of the yearly Death Benefit
payments that he or she is entitled to receive, the Death Benefit shall
terminate and the Company shall have no further obligation under this
Plan.
ARTICLE V
5.1 Retirement Benefit or Death Benefit Payable if No
Surviving Spouse. In the event a Qualified Director dies leaving no
Surviving Spouse or, if at any time during the Benefit Period or during
the period for payment of the Death Benefit under Article IV the
Qualified Director's Surviving Spouse dies, the payments to the
Surviving Spouse shall terminate and the Company shall have no further
obligation under Articles III or IV.
5.2 No Payment to the Qualified Director's or Surviving
Spouse's Estate. In no event shall any payment under this Plan be
payable to the estate of any Qualified Director, the estate of any
Qualified Director's Surviving Spouse or to any heir of either of the
above.
5.3 No Payment Beyond Benefit Period. In no event shall the
Director or his or her Surviving Spouse be entitled to receive a
Retirement Benefit or a Death Benefit for more than the Benefit Period.
ARTICLE VI
6.1 Unsecured Obligation. The Company's obligation under
this Plan to the Qualified Director or his or her Surviving Spouse is
solely an unsecured promise of the Company and nothing herein shall be
construed to give the Qualified Director or his or her Surviving Spouse
any right, title, interest or claim in or to any specific asset, fund,
reserve, account or property of any kind whatsoever owned by the Company
or in which it may have any right, title, or interest now or in the
future. The Qualified Director or his or her Surviving Spouse shall
have only the right to enforce a claim against the Company in the same
manner as any unsecured creditor.
ARTICLE VII
7.1 Modifications. At any time this Plan may be terminated
or amended by action of the Board of Directors in its sole and absolute
discretion without notice, consent or approval of any Director. The
right of the Board of Directors to amend or terminate this Plan at any
time shall include the absolute discretion to make any amendments
prospective or retroactive in application, except that no such amendment
or termination shall terminate or reduce any benefit to a Qualified
Director or his or her Surviving Spouse after that Qualified Director or
his or her Surviving Spouse has received one (1) annual benefit payment
under this Plan.
7.2 Administration and Interpretation of this Plan.
Interpretation by the Board of Directors shall be final and binding upon
a Director. The Board of Directors in its sole and absolute discretion
shall have the right to determine whether a Director has acted in a
manner detrimental to the best interests of the Company. The Board of
Directors may adopt rules and regulations relating to this Plan as it
may deem necessary or advisable for the administration of this Plan,
including designating a committee to act on behalf of the full Board of
Directors.
7.3 Claims Procedure. If a Qualified Director or the
Qualified Director's Surviving Spouse (hereinafter referred to as a
"Claimant") is denied the Retirement Benefit or the Death Benefit under
this Plan for any reason including a determination that the Director has
acted in a manner detrimental to the best interests of the Company, he
or she may file a claim with the Board of Directors. The Board of
Directors shall notify the Claimant within sixty (60) days of allowance
or denial of the claim, unless the Claimant receives written notice from
the Board of Directors prior to the end of the sixty (60) day period
stating that special circumstances require an extension of the time for
decision. Notice of the Board of Directors' decision shall be in
writing sent by mail to Claimant's last known address, and, if a denial
of the claim, must contain the following information:
a. specific reasons for the denial;
b. specific reference to pertinent provisions of
this Plan on which the denial is based; and
c. if applicable, a description of any additional
information or material necessary to perfect the claim, an
explanation of why such information or material is necessary
and an explanation of the claims review procedure.
7.4 Review Procedure.
a. A Claimant is entitled to request a review of
any denial of his or her claim for the Retirement Benefit or
Death Benefit by the Board of Directors. The request for
review must be submitted in writing within sixty (60) days of
mailing of the notice of the denial. Absent a request for
review within the sixty (60) day period, the claim will be
deemed to be conclusively denied. The Claimant or his or her
representative shall be entitled to review all pertinent
documents, and to submit issues and comments orally and in
writing.
b. The review shall be conducted by the Board of
Directors, which shall afford the Claimant a hearing and the
opportunity to review all pertinent documents and submit
issues and comments orally and in writing. The Board of
Directors shall render a decision within ninety (90) days
after receipt of a request for a review, provided that, in
special circumstances (such as the necessity of holding a
hearing) the Board of Directors may extend the time for
decision by not more than sixty (60) days upon written notice
to the Claimant. The Claimant shall receive written notice of
the Board of Directors' review decision, together with
specific reasons for the decision and references to the
pertinent provisions of this Plan.
ARTICLE VIII
8.1 Assignability of Benefits. Neither a Qualified
Director, nor his or her Surviving Spouse, shall have the power to
transfer, assign, anticipate, mortgage or otherwise encumber any right
to receive Retirement Benefits or Death Benefits in advance of such
payment and any attempted transfer, assignment, anticipation, mortgage
or encumbrance shall be void. No payment shall be subject to seizure
for payment of public or private debts, judgments, alimony or separate
maintenance, or be transferred by operation of law in the event of
bankruptcy, insolvency or otherwise.
ARTICLE IX
9.1 Covenant Not to Compete. Payments pursuant to this Plan
also serve as consideration for the following covenant not to compete.
Notwithstanding anything in this Plan to the contrary, it is expressly
agreed that the Retirement Benefit or the Death Benefit payment under
this Plan shall terminate as to the Qualified Director and his or her
Surviving Spouse and the Company shall have no further obligation under
this Plan upon the violation of the provisions of Paragraph 9.2 by the
Qualified Director.
9.2 If the Qualified Director, during the period set forth
herein and within the service area in which the Company or any
affiliated companies provide utility services or, in the case of any non-
utility business, within the geographic area served by such business,
accepts employment or engages in any business as an employee, officer,
consultant, director or becomes a partner or shareholder (except that
the Qualified Director and his or her Surviving Spouse may hold up to a
five percent (5%) interest in any company that is traded on the New York
Stock Exchange, American Stock Exchange or other national over-the-
counter exchange) in any company that is in competition with the
business of the Company or any of its affiliated companies, and the
Qualified Director fails to terminate such position within thirty (30)
days after notice from the Board of Directors to the Qualified Director
of the violation of this covenant not to compete, the Qualified Director
and the Qualified Director's Surviving Spouse shall forfeit all rights
to future payments under this Plan, and the Company shall have no
further obligation under this Plan. Any violation of the provisions set
forth above during the period the Qualified Director is receiving any
payments under this Plan beginning with the date of the receipt of the
first payment under this Plan shall constitute a violation of this
Article and result in the termination of all future payments under this
Plan. The determination of the Board of Directors as to whether a
business is in competition with the Company and whether the Competition
is occurring in the geographic area designated above shall be
controlling for purposes of this Plan.
ARTICLE X
10.1 Applicable Law. This Plan shall be governed by and
construed in accordance with the laws of the State of Iowa and venue for
any action brought under this Agreement shall be in Linn County, Iowa.
10.2 Tax Withholding. The Company shall withhold all
applicable taxes required on all payments under this Plan.
ARTICLE XI
11.1 Headings. The headings in this Plan are for convenience
only and shall not be used to interpret or construe its provisions.