Exhibit 10.31
THE ATMOS ENERGY CORPORATION
EXECUTIVE RETIREE LIFE PLAN
Effective Date: November 9, 1994
TABLE OF CONTENTS
Article Page
ARTICLE I Purpose and Effective Date 1
Section 1.1. Purpose 1
Section 1.2. Effective Date 1
ARTICLE II Definitions and Construction 1
Section 2.1. Definitions 1
Section 2.2. Construction 2
Section 2.3. Governing Law 2
ARTICLE III Eligibility and Participation 2
Section 3.1. Employees Eligible
to Participate 2
ARTICLE IV Assets Used for Benefits 2
Section 4.1. Amounts Provided
by the Employer 2
ARTICLE V Death Benefits 3
Section 5.1. Eligibility For
Death Benefits 3
Section 5.2. Amount of Death Benefit 3
Section 5.3. Form of Payment and
Beneficiary of Death Benefit 4
Section 5.4. Payment of Death Benefits 4
ARTICLE VI Administration 4
Section 6.1. Plan Administrator 4
Section 6.2. Powers of Plan
Administrator 4
ARTICLE VII Miscellaneous Provisions 5
Section 7.1. Amendment or Termination
of the Plan 5
Section 7.2. Nonguarantee of Employment 5
Section 7.3. Nonalienation of Benefits 6
Section 7.4. Liability. 6
Section 7.5. Successors to the Employer 6
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THE ATMOS ENERGY CORPORATION
EXECUTIVE RETIREE LIFE PLAN
ARTICLE I
Purpose and Effective Date
Section 1.1. Purpose: The purpose of this Plan is to provide death
benefits for retired corporate officers of Atmos Energy Corporation.
Section 1.2. Effective Date: The Plan shall become effective on November
9, 1994.
ARTICLE II
Definitions and Construction
Section 2.1. Definitions:
(a) Beneficiary: The person or persons entitled to receive the Death
Benefit in accordance with Section 5.3 of this Plan.
(b) Death Benefit: The benefit provided under Article V of this Plan upon
the death of a Participant, which benefit is calculated in this Plan
on a pre-tax basis.
(c) Employer: Atmos Energy Corporation.
(d) Life Plan: The Group Life Insurance Plan for Employees of Atmos Energy
Corporation, as in effect from time to time.
(e) Participant: An eligible corporate officer of the Employer who retires
and meets the requirements to participate in the Plan in accordance
with the provisions of Article III hereof.
(f) Plan: The Atmos Energy Corporation Executive Retiree Life Plan, as set
forth herein and as amended from time to time.
(g) Plan Administrator: The Vice President, Human Resources of the
Employer.
(h) Plan Year: Each twelve (12) month period beginning on January 1 and
ending on December 31, except that the first Plan Year shall be a
short year beginning on November 9, 1994 and ending on December 31,
1994.
Section 2.2. Construction: The masculine gender, whenever appearing in
this Plan, shall be deemed to include the feminine gender; the singular may
include the plural; and vice versa, unless the context clearly indicates to the
contrary.
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Section 2.3. Governing Law: This Plan shall be construed in accordance with
and governed by the laws of the State of Texas, except to the extent otherwise
preempted by the Employee Retirement Income Security Act of 1974, as amended, or
any other Federal law.
ARTICLE III
Eligibility and Participation
Section 3.1. Employees Eligible to Participate: Any employee who retires
from the employ of the Employer on or after September 30, 1994 and on or after
attaining age 55 and who, immediately prior to his retirement, is a corporate
officer of the Employer shall be eligible to participate in this Plan and shall
become a Participant upon his retirement.
ARTICLE IV
Assets Used for Benefits
Section 4.1. Amounts Provided by the Employer: Benefits payable under
this Plan shall constitute general obligations of the Employer in accordance
with the terms of this Plan. The employer may, but is not obligated to establish
a trust, the assets of which shall at all times before actual payment of
benefits to a Participant's Beneficiary remain subject to the claims of general
creditors of the Employer. Nothing herein, however, shall be construed to
create or require the creation of a trust for the purpose of paying benefits
owing under this Plan. The Employer also may, but is not obligated to purchase
one or more life insurance policies or contracts to provide for its obligations
hereunder. Any such policies or contracts may, but shall not be required to name
the Employer or any trust as beneficiary and sole owner, with all incidents of
ownership therein, including (but not limited to) the right to cash and loan
values, dividends (if any), death benefits, and the right of termination. Any
such policies or contracts purchased hereunder shall remain a general
unrestricted asset of the Employer (or of any trust). Neither the Participant
nor any Beneficiary shall have any right, title or interest in or to, or any
claim, preferred or otherwise, in or to any particular assets of the Employer or
any trust that the Employer may establish hereunder, as a result of
participation in this Plan.
ARTICLE V
Death Benefits
Section 5.1. Eligibility For Death Benefits: A Participant shall be
entitled to a Death Benefit if he dies prior to attaining age 70.
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Section 5.2. Amount of Death Benefit: The Death Benefit shall be
determined as follows:
(a) If, at the time of the Participant's death, he is at least age 55 but
less than age 65, the Death Benefit shall equal fifty percent (50%) of
the Participant's Basic Life Insurance Amount in effect under the Life
Plan immediately prior to his retirement from the employ of the
Employer.
(b) If, at the time of the Participant's death, he is at least age 65 but
less than age 70, the Death Benefit shall equal twenty-five percent
(25%) of the Participant's Basic Life Insurance Amount in effect under
the Life Plan immediately prior to his retirement from the employ of
the Employer.
Section 5.3. Form of Payment and Beneficiary of Death Benefit: The Death
Benefit shall be paid in a lump sum to the person or persons designated by the
Participant for this purpose, and, if applicable, shall be divided in such
manner, as specified by the Participant, on the appropriate form supplied by the
Employer.
Section 5.4. Payment of Death Benefits: The Death Benefits payable to a
deceased Participant's Beneficiary or Beneficiaries shall be paid as soon as
administratively possible following the Participant's death.
ARTICLE VI
Administration
Section 6.1. Plan Administrator: The Plan shall be administered by the
Plan Administrator.
Section 6.2. Powers of Plan Administrator: The Plan Administrator shall
have the discretionary power and authority to interpret and administer the Plan
according to its terms, including the power to construe and interpret the Plan,
to supply any omissions therein, to reconcile and correct any errors or
inconsistencies, to decide any questions in the administration and application
of the Plan, and to make equitable adjustments for any mistakes or errors in the
administration and application of the Plan. Any decision of the Plan
Administrator relating to any question concerning or involving the
interpretation of the Plan, however, shall be subject to the approval of the
President or Chief Executive Officer of the Company, whose decision in such
regard shall be final and conclusive.
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Amendment or Termination of the Plan:
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(a) In General. Subject to the remaining provisions of this Section 7.1,
the Employer, by appropriate resolution of its Board of Directors,
may, in its absolute discretion, from time to time, amend, suspend, or
terminate any or all of the provisions of the Plan. Any amendment to
the Plan shall be effectuated by a written instrument signed by the
President, Chief Executive Officer or any Vice President of the
Company.
(b) Amendment That Decreases Death Benefits. If the Employer amends the
Plan and the amendment decreases the Death Benefit otherwise payable
to a Participant at the time of the amendment, that Participant shall
receive the Death Benefit, determined without regard to the amendment,
if he thereafter dies while still entitled to a Death Benefit.
If the Employer terminates the Plan and the termination adversely affects
the Death Benefits payable at the time of such termination, a Participant shall
receive the Death Benefit determined without regard to the termination, if he
thereafter dies while still entitled to a Death Benefit.
Section 7.2. Nonguarantee of Employment: Nothing contained in this Plan
shall be construed as a contract of employment between the Employer and any
employee, as a right of any employee to be continued in the employment of the
Employer or to be continued as an officer of the Employer, or as a limitation of
the right of the Employer to discharge any of its employees, with or without
cause.
Section 7.3. Nonalienation of Benefits: To the extent permitted by law,
benefits payable under this Plan shall not, without the Plan Administrator's
consent, be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any
kind, either voluntary or involuntary. Any unauthorized attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, charge, or otherwise dispose
of any right to benefits payable hereunder shall be void. No part of the assets
of the Employer shall be subject to seizure by legal process resulting from any
attempt by creditors of or claimants against any Participant or Beneficiary or
any person claiming under or through the foregoing to attach his interest under
the Plan.
Section 7.4. Liability: No director, officer, or employee of the Employer
shall be liable for any act or action, whether of commission or omission, taken
by any other director, officer, employee, or agent of the Employer under the
terms of the Plan or, except in circumstances involving his bad faith, for
anything done or omitted to be done by him under the terms of the Plan.
Section 7.5. Successors to the Employer: Any successor to the Employer
hereunder, which successor continues or acquires any of the business of the
Employer, shall be bound by the terms of
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this Plan in the same manner and to the same extent as the Employer.
IN WITNESS WHEREOF, and as conclusive evidence of its adoption of this
Retired Officer Life Plan, the Employer has caused this Plan to be duly executed
on this day of , 1995, to be effective as of the date set forth in
Section 1.2 above.
ATMOS ENERGY CORPORATION
By: /s/ Robert F. Stephens
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Robert F. Stephens
President and Chief
Operating Officer
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