EXHIBIT 10.30
PARTICIPATION AGREEMENT
FOR THE
OGLETHORPE POWER CORPORATION
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
This Participation Agreement for the Oglethorpe Power Corporation Executive
Supplemental Retirement Plan (the "Plan") is executed this 15th day of March,
2002, by and between Oglethorpe Power Corporation, a Georgia corporation (the
"Corporation"), and Thomas A. Smith (the "Participant").
W I T N E S S E T H:
WHEREAS, the Corporation desires to provide incentives to the Participant
as one its key executives to encourage the Participant to remain in the employ
of the Corporation; and
WHEREAS, the Corporation has invited the Participant to participate in the
Plan, the Participant is willing to participate in the Plan, and the parties
hereto desire to set forth the terms of the deferred compensation benefits to be
made available to the Participant under the Plan;
NOW, THEREFORE, the parties hereto, in consideration of the mutual premises
and promises set forth herein and the opportunity for the Participant to receive
deferred compensation under the Plan, do hereby agree as follows:
1. Participation in the Plan. The Participant shall become a Participant in
the Plan as of March 15, 2002. As such, the Participant agrees to be bound by
the terms of this Participation Agreement and the Plan.
2. Amount and Timing of Deferred Compensation. The amount, source and
timing of the deferred compensation to be paid to the Participant under the Plan
are as follows, provided, however, that with respect to each contribution
described below, the Participant must be employed by the Corporation on the date
the amounts described are to be deferred:
(a) Upon the execution of this Participation Agreement by the
Participant on or before March 31, 2002, the Corporation shall defer and earmark
the sum of $150,000, representing $75,000 awarded currently and to be set aside
with respect to 2001 and $75,000 awarded currently and to be set aside with
respect to 2002.
(b) On or before March 31, 2003, the Corporation shall defer and
earmark the sum of $75,000; and
(c) On or before March 31, 2004, the Corporation shall defer and
earmark the sum of $75,000.
3. Vesting of Benefits. The Participant shall become vested in the deferred
compensation benefits to be provided under the Plan according to the following
schedule:
(a) As to the $150,000 to be deferred on or before March 31, 2002: 100%
full and immediate vesting as of March 31, 2002.
(b) As to the $75,000 to be deferred on or before March 31, 2003: 100%
full and immediate vesting as of March 31, 2003.
(c) As to the $75,000 to be deferred on or before March 31, 2004: 100%
full and immediate vesting as of March 31, 2004.
4. Distribution Events. Each of the following shall constitute a
Distribution Event under the terms of the Plan for deferred compensation covered
by this Participation Agreement: the Participant's death, Disability or
termination of employment with the Corporation for any reason. Distribution
shall commence upon the first to occur of the foregoing Distribution Events.
5. Investment Direction. The Participant acknowledges that while the
Corporation has agreed to set aside funds to assist in meeting its obligations
under the Plan, the Plan is in fact unfunded, and the Participant shall have no
right, title or interest in and to any specific assets of the Corporation.
Nevertheless, the Corporation is willing to permit the Participant to determine
the investment of funds that are earmarked to assist in the Corporation's
payment of its obligations under the Plan. The Corporation and the Participant
agree that the Corporation will establish an account with a broker to hold
assets to be earmarked for payment to the Participant under the Plan
(acknowledging that such funds are still subject to the claims of the
Corporation's creditors), and the Participant may direct any broker as to his
preferences with respect to the investment of such assets. In addition, the
parties agree that the Corporation may appoint an investment manager
satisfactory to the Participant to determine the Participant's perspective on
investments and invest the funds accordingly. In addition, the parties may agree
to establish a rabbi trust for the purpose of handling the funds and their
investment. The initial value of such earmarked assets and the gains or losses
attributable thereto shall be reflected in the Participant's account established
under the Plan, and amounts to be paid to the Participant shall be governed
according to such gains and losses. The parties agree that investments may be
made in insurance policies and products in addition to stocks, bonds, mutual
funds and other types of investments. In no event shall the Participant's
direction of the investment of earmarked assets be construed or interpreted as
entitling the Participant to any interest in any specific assets of the
Corporation. The Corporation agrees that the cost of administering the Plan
shall not be charged against benefits that accrue or become payable to the
Participant.
6. Reliance on Plan. The parties acknowledge that the terms of the Plan
govern except as specifically provided herein. Any undefined capitalized terms
herein shall have the meaning set forth in the Plan. By executing this
Participation Agreement, the Participant acknowledges and agrees that his
entitlement to payments under the Plan shall be made in accordance with, and
subject to, the terms of the Plan and this Participation Agreement.
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7. Form of Payment. The Participant and the Corporation agree that
distributions under the Plan may be in cash or in kind.
IN WITNESS WHEREOF, the Corporation, acting through its duly authorized
officer, and the Participant have executed this Participation Agreement on the
day and year first above written.
PARTICIPANT:
/s/Thomas A. Smith
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Signature of Participant
OGLETHORPE POWER CORPORATION
By: /s/ J. Calvin Earwood
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J. Calvin Earwood
Chairman of the Board of Directors
Attest: /s/Patricia N. Nash
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Patricia N. Nash, Secretary
(CORPORATE SEAL)
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