Exhibit 10.6
DQE
CHARITABLE GIVING PROGRAM
PLAN DOCUMENT
1. PURPOSE OF THE PROGRAM
The DQE Charitable Giving Program (the "Program") allows each eligible
Director of DQE, Inc. (the "Corporation") to recommend that the Corporation
make a donation of $500,000 to the eligible (as defined in Section 5) tax-
exempt organization(s) (the "Donee(s)") selected by the Director, with the
donation to be made, in the joint names of the Director and the
Corporation, in ten equal annual installments, with the first installment
to be made as soon as is practicable after the Director's death. The
purpose of the Program is to recognize the interest of the Corporation and
its Directors in supporting worthy educational institutions and other
charitable organizations.
2. ELIGIBILITY
All Directors of the Corporation who were serving as Directors on April 24,
1990 shall be eligible to participate in the Program. All Directors who
join the Corporation's Board of Directors ("the Board") after that date
shall be eligible to participate in the Program upon election to the Board.
3. RECOMMENDATION OF DONATION
When a Director becomes eligible to participate in the Program, he or she
shall make a written recommendation to the Corporate Secretary, on a form
approved by the Corporation for this purpose, designating the Donee(s)
which he or she intends to be the recipient(s) of the Corporation's
donation to be made on his or her behalf. A Director can revise his or her
recommendation of a beneficiary by filing a new Beneficiary Recommendation
Form with the Corporate Secretary. The Employment and Community Relations
Committee of the Board (the "Employment and Community Relations Committee")
must approve, and the Board must review, all new Donee(s) submitted by
Directors who have not been previously approved as an eligible beneficiary.
If the Director recommends a single organization, which ceases to qualify
as an eligible beneficiary, the Corporation reserves the right to select a
different beneficiary if the Director does not file a new form recommending
a qualifying organization before his or her death.
If the Director recommends more than one organization and one ceases to
qualify, the entire donation will be made to the other selected
organization(s). Donations will be made to the other selected
organization(s) to the extent possible within the objectives of the
Program, with the balance of the donation amount to be donated, in the
joint names of the Director and the Corporation, to organizations selected
by the Employment and Community Relations Committee and reviewed at a
meeting of the Board of Directors. In order for a recommendation or change
of recommendation to be final, the Director
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must receive an acknowledged copy of the Beneficiary Recommendation Form
from the Corporate Secretary.
4. AMOUNT AND TIMING OF DONATION
Subject to the vesting provisions set forth in Section 6, each eligible
Director may choose one organization to receive a corporate donation of
$500,000, or two or more organizations to receive donations aggregating
$500,000. Each recommended organization must be designated to receive a
donation of at least $50,000. The donation will be made by the Corporation
in ten equal annual installments, with the first installment to be made as
soon as is practicable after the Director's death; provided, however, that,
in the case of director G. Christian Lantzsch, the Corporation shall make a
single lump-sum payment of his donation as soon as is practicable after his
death. If a Director recommends more than one organization to receive a
donation, each will receive a prorated portion of each annual installment.
Each annual installment payment will be divided among the recommended
organizations in the same proportions as the total donation amount has been
allocated among the organizations by the Director.
5. ELIGIBLE DONEES
Donations are limited to:
a. Charitable organizations;
b. Educational institutions other than colleges or universities;
c. U. S. colleges or universities which are listed in the most recent
issue of the Higher Education Directory published by the U. S.
Department of Education and which offer at least a two-year program of
college level studies; and
d. U. S. entities organized to receive donations on behalf of and
make grants to a foreign college or university offering at least a
two-year program of college level studies;
in each case, which are (i) recognized by the Internal Revenue Service as
entities to which deductible charitable contributions may be made, (ii)
approved by the Employment and Community Relations Committee and (iii)
reviewed at a meeting of the Board of Directors.
6. VESTING
A Director will be fully vested in the Program when he or she completes
five years of Board service, or in the event (a) he or she dies while
serving as a Director, or (b) as set forth in Section 10. For persons
serving as Directors of the Corporation on April 24, 1990, service on that
date and prior will count as vesting service. If a Director terminates
Board service (other than due to death) before becoming fully vested, a
reduced donation will be made on his or her behalf. The following vesting
schedule will apply to determine the donation amount for which each such
Director is eligible:
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SERVICE AS A DIRECTOR DONATION AMOUNT
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Less than 12 months $100,000
12-35 months 200,000
36-47 months 300,000
48-59 months 400,000
60 or more months 500,000
7. FUNDING AND PROGRAM ASSETS
The Corporation may fund the Program or it may choose not to fund the
Program. If the Corporation elects to fund the Program in any manner,
neither the Directors nor their recommended Donee(s) shall have any rights
or interests in any assets of the Corporation identified for such purpose.
Nothing contained in the Program shall create, or be deemed to create, a
trust, actual or constructive, for the benefit of a Director or any Donee
recommended by a Director to receive a donation, or shall give, or be
deemed to give, any Director or recommended Donee any interest in any
assets of the Program or the Corporation. If the Corporation elects to
fund the Program through life insurance policies, a participating Director
agrees to cooperate and fulfill the enrollment requirements necessary to
obtain insurance on his or her life.
8. AMENDMENT OR TERMINATION
The Board of Directors of the Corporation may, at any time, without the
consent of the Directors participating in the Program, amend, suspend, or
terminate the Program. However, once a Director becomes vested in the
Program, the Program may not be amended, suspended or terminated with
respect to such Director's vested rights without his or her consent.
9. ADMINISTRATION
The Program shall be administered by the Compensation Committee. The
Compensation Committee shall have plenary authority in its discretion, but
subject to the provisions of the Program, to prescribe, amend, and rescind
rules, regulations and procedures relating to the Program. The
determinations of the Compensation Committee on the foregoing matters shall
be conclusive and binding on all interested parties.
10. CHANGE OF CONTROL
If there is a Change of Control of the Corporation and the Program is not
adopted on substantially equivalent terms by the new company, all
participants serving as Directors at the time of the Change of Control
shall become immediately vested in the Program, and, notwithstanding the
provisions of Section 8, the Program shall not thereafter be amended or
terminated by the Corporation, or any successor thereto with respect to any
person participating in the Program at the time of the Change of Control.
For the purpose of the Program, a Change of Control shall mean the date
upon which any of the following events occur: the stockholders of the
Company approve an agreement or plan (a "Reorganization Agreement")
providing for the Corporation to be merged, consolidated or otherwise
combined with, or for all, or substantially all, its assets or stock to be
acquired by, another corporation.
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11. GOVERNING LAW
The Program shall be construed and enforced according to the laws of the
Commonwealth of Pennsylvania, without regard to the conflict of laws and
provisions thereof, and shall be administered according to the laws of said
Commonwealth.
12. EFFECTIVE DATE
The effective date of this amendment and restatement of the Program is
February 28, 2002. The recommendation of a Director will not be effective
until he or she completes the Program enrollment requirements.
13. BINDING EFFECT
This Program shall be binding upon and inure to the benefit of the
Corporation and eligible Directors and their respective successors,
assignors, heirs and legal representatives.
ATTEST: DQE, Inc.:
/s/ William J. DeLeo BY: /s/ Morgan K. O'Brien
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(Corporate Seal) Secretary Title: President and Chief
Executive Officer
Originally effective: April 24, 1990
Amended: July 29, 1997
Amended: August 25, 1998
Amended: June 29, 1999
Amended: February 28, 2002
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