ENOVA CORPORATION
1998 DEFERRED COMPENSATION AGREEMENT
FOR NONEMPLOYEE DIRECTORS
THIS AGREEMENT, made and entered into this _____ day of
December, 1997, by and between Enova Corporation or any of its
subsidiaries, (hereinafter "Company") and __________________
(hereinafter "Director"), a member of the Board of Directors of
Company (hereinafter the "Board"),
WITNESSETH:
WHEREAS, fees are paid to Directors as a retainer; and
WHEREAS, Director and Company desire that the payment of said
fees to Director be deferred, pursuant to the terms and provisions
of this Agreement;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. This Agreement shall be effective on the first date
subsequent to its execution upon which Director's fees would
otherwise be payable to Director for service as a member of the
Board and shall continue in effect until this Agreement is
terminated as provided herein.
2. Company shall credit to an account on Company's books, in
Director's name, that portion of such Director's fees otherwise
payable to Director as may be specified by Director on an election
form submitted to Company simultaneously with the execution of
this Agreement.
3. There shall be credited to Director's account an
additional amount equal to eight and sixty-eight one-hundreths
(8.68%) per annum computed on the balance in Director's account as
of the end of each month; provided, however, that Company reserves
the right to increase or decrease from time to time such amount
with respect to amounts to be credited to the account subsequent
to the date of such increase or decrease, provided that upon a
"change-in-control" (as defined in the Enova Corporation 1986
Long-Term Incentive Plan) the percentage used shall not decrease
to less than the last published rate shown in Moody's Average of
Yields on Public Utility Bonds for a utility having a rating
equivalent to Company.
4. All amounts credited to Director's account pursuant to
paragraphs 2 and 3 hereof shall be paid to Director in a lump sum
on the date specified by Director on the Director's election form.
In the event of Director's death before any payment due under this
paragraph 4 has been paid, such payment due shall be paid in a
lump sum to the person specified by the Director on the election
form as soon as administratively practicable.
Notwithstanding the foregoing, a Director (or former Director
whose services have terminated, hereinafter referred to in this
paragraph as "Director") may, at any time, elect to withdraw all
or a portion of the balance in the Director's account prior to the
time such amount is otherwise due and payable, subject to a
withdrawal penalty (the amount to be withdrawn prior to the
application of the withdrawal penalty shall be referred to as the
"Gross Withdrawal Amount",
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which may not exceed the balance of the account immediately prior
to the withdrawal). The Director shall make this election by
filing a written notice with the Committee on a form provided by
the Committee. Within thirty days following the Committee's
receipt of such notice, an amount equal to 90% of the Gross
Withdrawal Amount (less applicable withholding tax) shall be paid
to the Director in a cash lump sum. Upon payment of such
withdrawal, (a) a withdrawal penalty equal to 10% of the Gross
Withdrawal Amount shall be permanently forfeited, and the Company
shall have no obligation to the Director or the Director's spouse
or beneficiary with respect to such forfeited amount and (b) the
Director shall be ineligible to have any additional bonus or base
compensation amounts credited to the Director's account pursuant
to this Agreement (or any subsequent Deferred Compensation
Agreement) for the balance of the calendar year of withdrawal and
the subsequent calendar year.
5. No amounts credited to Director's account may be
assigned, transferred, encumbered, or made subject to any legal
process for the payment of any claim against Director, Director's
spouse or beneficiary. In no event shall Director, Director's
spouse or beneficiary have the right to recover any fees credited
to Director's account other than in accordance with this
Agreement.
6. Nothing contained in this Agreement and no action taken
pursuant to the provisions of this Agreement shall create or be
construed to create a trust of any kind, or a fiduciary
relationship between Company and the Director or any other person.
To the extent that any person acquires a right to receive payments
from Company under this Agreement, such right shall be no greater
than the right of any unsecured general creditor of Company.
Title to and beneficial ownership of any assets, whether cash or
investments which Company may earmark to pay the deferred
compensation hereunder, shall at all times remain assets of
Company and neither the Director nor any other person shall, under
this Agreement, have any property interest whatsoever in any
specific assets of Company.
7. The existence of this Agreement shall not confer upon any
Director any right to continue to serve as a Director for any
period of time.
8. This Agreement may be terminated by Company upon 30 days
written notice to the Director. Such termination shall be
applicable only with respect to fees payable to Director on and
after the first day of the calendar year following the date of
termination. Funds previously deferred and credited (and income
earned on such funds) will continue to be governed by the
applicable year's director election form and Section 3 of this
Agreement.
9. Director acknowledges that Director has been advised that
Director may confer with and seek advice from a tax or financial
advisor of Director's choice concerning this deferral. Director
further acknowledges that Director has not received tax advice
from Company nor has Director relied upon information provided by
Company in electing to make this deferral.
IN WITNESS WHEREOF, this Agreement has been executed on the
day and year written above.
NONEMPLOYEE DIRECTOR COMPANY
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_________________________________ By ____________________________
Signature of Nonemployee Director Company _______________________
Title _________________________
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