EXHIBIT 10.14
SHENANDOAH TELEPHONE COMPANY
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
Effective May 12, 2003
Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
TABLE OF CONTENTS
INTRODUCTION..................................................................1
ARTICLE I DEFINITIONS........................................................2
1.01. Actuarial Equivalent............................................2
1.02. Accrued Benefit.................................................2
1.03. Affiliate.......................................................2
1.04. Applicable Percentage...........................................2
1.05. Beneficiary.....................................................2
1.06. Board...........................................................2
1.07. Committee.......................................................3
1.08. Company.........................................................3
1.09. Compensation....................................................3
1.10. Credited Service................................................3
1.11. Early Retirement Date...........................................3
1.12. Employee........................................................3
1.13. Final Compensation..............................................3
1.14. Hour of Service.................................................3
1.15. Normal Retirement Date..........................................3
1.16. Participant.....................................................4
1.17. Plan Year.......................................................4
1.18. Regular Retirement Plan.........................................4
1.19. Surviving Spouse................................................4
ARTICLE II PARTICIPATION.....................................................5
ARTICLE III RETIREMENT BENEFITS..............................................6
3.01. Normal Retirement Benefit.......................................6
3.02. Early Retirement Benefit........................................6
3.03. Deferred Retirement Benefit.....................................6
3.04. Pre-Retirement Death Benefit....................................6
3.05. Post-Retirement Death Benefit...................................6
3.06. Forfeiture of Benefit...........................................7
3.07. Optional Forms of Retirement Payments...........................7
ARTICLE IV ADMINISTRATION OF THE PLAN........................................9
4.01. Administrative Rules............................................9
4.02. Claims Procedure................................................9
ARTICLE V AMENDMENTS AND TERMINATION........................................11
ARTICLE VI MISCELLANEOUS....................................................12
6.01. No Guarantee of Employment.....................................12
6.02. Liability......................................................12
6.03. Nonassignability...............................................12
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Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
6.04. Construction...................................................12
6.05. Governing Law..................................................12
SIGNATURE PAGE...............................................................13
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Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
INTRODUCTION
Effective May 12, 2003, the Board of Directors of Shenandoah Telephone
Company ("Shenandoah") adopted this Executive Supplemental Retirement Plan (the
"Plan") for selected key employees who are Participants in the Shenandoah
Telephone Company Retirement Plan (such plan hereinafter referred to as "the
Regular Retirement Plan").
The purpose of this Plan is to provide retirement benefits in addition to
those provided under the Regular Retirement Plan. The Plan is intended to be a
plan that is unfunded and maintained primarily for the purpose of providing
deferred compensation for a "select group of management or highly compensated
employees" (as such phrase is used in the Employee Retirement Income Security
Act of 1974). The Plan must be administered and construed in a manner that is
consistent with that intent.
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Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
ARTICLE I
DEFINITIONS
The terms used herein shall have the meanings set forth in Article I of
the Shenandoah Telephone Company Retirement Plan (the "Regular Retirement Plan")
except as modified below or otherwise provided in this document.
1.01. Actuarial Equivalent
Actuarial Equivalent means, when used in reference to any form of benefit,
a form of benefit which has the same value as the referenced benefit based on
actuarial assumptions and methods employed in determining actuarial equivalence
under the Regular Retirement Plan.
1.02. Accrued Benefit
Accrued Benefit means, on any given date, a monthly benefit for the life
of a Participant determined as follows:
(1) the Applicable Percentage of the Participant's Final Compensation;
less
(2) the accrued monthly benefit payable at age 65 to the Participant
under the Regular Retirement Plan on that date; less
(3) the Participant's estimated monthly Primary Social Security Benefit
payable at age 65.
1.03. Affiliate
Affiliate means any corporation which, when considered with the Company,
would constitute, a controlled group of corporations within the meaning of Code
section 1563(a) determined without reference to Code section 1563(a)(4) and
1563(e)(3)(C).
1.04. Applicable Percentage
Applicable Percentage means 50% for Participants with 20 years or less of
Credited Service. The Applicable Percentage is increased by 1% for each
additional year of Credited Service up to a maximum of 70% with 40 years of
Credited Service.
1.05. Beneficiary
Beneficiary means any person designated by a Participant to receive such
benefits as may become payable under the Plan after the death of the
Participant.
1.06. Board
Board means the Board of Directors of the Company.
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Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
1.07. Committee
Committee means the committee appointed by the Board to administer the
Plan.
1.08. Company
Company means the Shenandoah Telephone Company.
1.09. Compensation
Compensation means the taxable earnings paid in cash by the Company to the
Participant, plus amounts deferred under Code section 401(k) and amounts of
earnings that are reduced under Code section 125 pursuant to the Participant's
salary reduction agreement.
1.10. Credited Service
Credited Service means credited service as defined in the Regular
Retirement Plan.
1.11. Early Retirement Date
Early Retirement Date means the first day of the month coinciding with or
next following the month in which the Participant attains age sixty (60) and
completes ten (10) years of Credited Service.
1.12. Employee
Employee means an employee of the Company or an Affiliate of the Company.
1.13. Final Compensation
Final Compensation means, as of the date of determination, one-twelfth
(1/12th) of the Participant's total Compensation for the twelve consecutive
months immediately preceding the date of determination.
1.14. Hour of Service
Hour of Service means hour of service as defined in the Regular Retirement
Plan.
1.15. Normal Retirement Date
Normal Retirement Date means the first day of the month coinciding with or
next following the month in which the Participant attains age sixty-five (65)
and completes ten (10) years of credited service with the Company.
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Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
1.16. Participant
Participant means an Employee who becomes a Participant in the Plan
pursuant to Plan Article II hereof.
1.17. Plan Year
Plan Year means each 12-month period beginning on January 1 and ending on
December 31.
1.18. Regular Retirement Plan
Regular Retirement Plan means the Shenandoah Telephone Company Retirement
Plan as amended for the applicable time.
1.19. Surviving Spouse
Surviving Spouse means the person to whom the Participant is legally
married on the Participant's date of death.
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Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
ARTICLE II
PARTICIPATION
(a) Any Employee who is selected by the Board to participate in the Plan
and whose participation is approved in writing by a resolution adopted by the
Board will become a Participant.
(b) A Participant shall cease to be a Participant in the Plan if his
employment terminates prior to his Early Retirement Date, upon the Participant's
death or when his Accrued Benefit under the Plan is paid in full.
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Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
ARTICLE III
RETIREMENT BENEFITS
3.01. Normal Retirement Benefit
A Participant who retires on his Normal Retirement Date shall be entitled
to receive his Accrued Benefit as of his Normal Retirement Date. The monthly
retirement benefit shall begin on the first day of the month after the month in
which the Participant retires and, except as provided in section 3.07, shall
continue until the month in which the Participant dies.
3.02. Early Retirement Benefit
A Participant who retires on his Early Retirement Date shall be entitled
to receive his Accrued Benefit as of his Early Retirement Date reduced by
five-ninths of one percent (5/9%) for each of the first 60 months and
five-eighteenths of one percent (5/18%) for each of the next 60 months by which
the Participant's date of retirement precedes his Normal Retirement Date. The
monthly retirement benefit shall begin on the first day of the month after the
month in which the Participant retires and, except as provided in section 3.07,
shall continue until the month in which the Participant dies.
3.03. Deferred Retirement Benefit
A Participant who retires on his Deferred Retirement Date shall be
entitled to receive his Accrued Benefit as of his Deferred Retirement Date. The
monthly retirement benefit shall begin on the first day of the month after the
month in which the Participant retires and, except as provided in section 3.07,
shall continue until the month in which the Participant dies.
3.04. Pre-Retirement Death Benefit
(a) If a Participant dies while in the Company's employ, and on or after
either (i) completing fifteen (15) years of Credited Service, or (ii) his Early
Retirement Date, there shall be payable to the Surviving Spouse the monthly
retirement allowance that would have been payable to the Surviving Spouse if the
Participant had retired on the day before his death, elected to receive his
Accrued Benefit as a joint and 50% survivor annuity (Option 3 in section 3.07)
and died one day later.
(b) The monthly retirement allowance payable to the Surviving Spouse shall
begin on the first day of the month after the month of the Participant's death
and shall continue until the month in which the Surviving Spouse dies.
3.05. Post-Retirement Death Benefit
Upon the death of a Participant who is receiving benefits under the Plan,
his Surviving Spouse or Beneficiary shall be entitled to receive the monthly
retirement allowance, if any,
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Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
payable under the form of benefit in which the Participant was receiving the
benefit prior to his death.
3.06. Forfeiture of Benefit
A Participant forfeits his Accrued Benefit if his employment is terminated
for any reason prior to his Early Retirement Date, except as provided in Section
3.04.
3.07. Optional Forms of Retirement Payments
Each Participant shall have the right to make a written election, subject
to the approval of the Committee, to have his retirement allowance under Plan
section 3.01, 3.02 or 3.03 paid under one of the options set forth in this Plan
section. The optional forms of benefit set forth in this Plan section shall be
Actuarially Equivalent to the benefits payable under Plan section 3.01, 3.02 or
3.03.
OPTION 1. TEN YEARS CERTAIN AND CONTINUOUS OPTION
A Participant may elect to receive a reduced retirement allowance during
his lifetime and, upon his death after retirement but before 120 monthly
retirement allowance payments have fallen due, such reduced retirement
allowance shall be continued to his designated Beneficiary until the
remainder of such 120 monthly payments have been made. If the designated
Beneficiary is not living at the death of the Participant, the Actuarial
Equivalent of the remaining guaranteed payments shall be paid in a lump
sum to the estate of the Participant or to such members of the
Participant's family as the Committee in its sole discretion shall
designate. If payments are continued to the Beneficiary and the
Beneficiary should then die before a combined total of 120 monthly
payments have been made to the Participant and the Beneficiary, the
Actuarial Equivalent of the remaining guaranteed payments shall be paid in
a lump sum to the estate of the Beneficiary.
OPTION 2. FIFTEEN YEARS CERTAIN AND CONTINUOUS OPTION
A Participant may elect to receive a reduced retirement allowance during
his lifetime and, upon his death after retirement but before 180 monthly
retirement allowance payments have fallen due, such reduced retirement
allowance shall be continued to his designated Beneficiary until the
remainder of such 180 monthly payments have been made. If the designated
Beneficiary is not living at the death of the Participant, the Actuarial
Equivalent of the remaining guaranteed payments shall be paid in a lump
sum to the estate of the Participant or to such members of the
Participant's family as the Committee in its sole discretion shall
designate. If payments are continued to the Beneficiary and the
Beneficiary should then die before a combined total of 180 monthly
payments have been made to the Participant and the Beneficiary, the
Actuarial Equivalent of the remaining guaranteed payments shall be paid in
a lump sum to the estate of the Beneficiary.
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Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
OPTION 3. JOINT AND 50% SURVIVOR ANNUITY
A Participant may elect to receive a reduced retirement allowance during
his lifetime and, upon his death after retirement, a monthly benefit shall
be paid to his Surviving Spouse, if any, equal to 50% of the monthly
annuity payable to the Participant during his lifetime. The Surviving
Spouse's benefit shall be payable beginning with the month following the
Participant's death and shall continue to be paid to the Surviving Spouse
during the Surviving Spouse's lifetime.
OPTION 4. JOINT AND 75% SURVIVOR ANNUITY
A Participant may elect to receive a reduced retirement allowance during
his lifetime and, upon his death after retirement, a monthly benefit shall
be paid to his Surviving Spouse, if any, equal to 75% of the monthly
annuity payable to the Participant during his lifetime. The Surviving
Spouse's benefit shall be payable beginning with the month following the
Participant's death and shall continue to be paid to the Surviving Spouse
during the Surviving Spouse's lifetime.
OPTION 5. JOINT AND 100% SURVIVOR ANNUITY
A Participant may elect to receive a reduced retirement allowance during
his lifetime and, upon his death after retirement, a monthly benefit shall
be paid to his Surviving Spouse, if any, equal to the monthly annuity
payable to the Participant during his lifetime. The Surviving Spouse's
benefit shall be payable beginning with the months following the
Participant's death and shall continue to be paid to the Surviving Spouse
during the Surviving Spouse's lifetime.
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Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01. Administrative Rules
The Company reserves the right to adopt any rules for the administration
and application of the Plan as necessary which are not inconsistent with the
express terms hereof, to amend or revoke any such rule, and to interpret the
Plan and any rules adopted pursuant to this Plan Article. All actions taken and
all determinations made by the Company in good faith shall be final and binding
upon all Participants, beneficiaries, or other persons interested in the Plan.
4.02. Claims Procedure
(a) All claims for benefits under the Plan shall be submitted to the
Committee or such person as the Committee may designate in writing who shall
have the initial responsibility for determining the eligibility of any claim for
benefits. All claims for benefits shall be made in writing and shall set forth
the facts which such claimant believes to be sufficient to entitle him to the
benefit claimed.
(b) In the event a claim for benefits is denied the claimant shall be
notified in writing or by electronic mail within ninety (90) days after the
claim is submitted. The notice shall be written in a manner calculated to be
understood by the claimant and shall include:
(1) The specific reason or reasons for the denial;
(2) Specific references to the pertinent Plan provisions on which
the denial is based;
(3) A description of any additional material or information
necessary for the claimant to perfect the claim and an explanation why
such material or information is necessary; and
(4) An explanation of the Plan's claim review procedures and time
limits applicable to such procedures, including the claimant's right to
bring a civil action under ERISA section 502(a) following an adverse
benefit determination on review.
If special circumstances require an extension of time for processing the
initial claim, a written notice of the extension and the reason therefore shall
be furnished to the claimant before the end of the initial 90 day period. In no
event shall the extension exceed 90 days.
(c) In the event a claim for benefits is wholly or partly denied, the
claimant or his duly authorized representative, at the claimant's sole expense,
may appeal the denial to the Committee within 60 days of the receipt of written
notice of the denial. In pursuing the appeal the claimant or his duly authorized
representative:
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Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
(1) may request in writing that the Committee review the denial,
taking into account all comments, documents, records and information
submitted by the claimant relating to the claim without regard to whether
the information was submitted or considered in the initial benefit
determination;
(2) upon request, and free of charge, may review or receive copies
of documents and records relevant to the claim for benefits; and
(3) may submit documents, records and written issues relating to the
claim.
The decision on review shall be made within 60 days of receipt of the
request for review, unless special circumstances require an extension of time
for processing, in which case a decision shall be rendered as soon as possible,
but not later than 120 days after receipt of the request for review. If such an
extension of time is required, written notice of the extension shall be
furnished to the claimant before the end of the original 60 day period. The
decision on review shall be made in writing, shall be written in a manner
calculated to be understood by the claimant, and shall include specific
references to the provisions of the Plan on which the denial is based.
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Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
ARTICLE V
AMENDMENTS AND TERMINATION
The Company hopes and expects to continue the Plan indefinitely, but
reserves the right, by resolution of the Board or any executive committee of the
Board, to amend, modify, or terminate the Plan at any time and for any reason by
a majority vote of its members, by unanimous consent in lieu of a meeting or in
any other manner applicable under state law. In addition, the Board or the
executive committee of the Board may delegate to an appropriate officer, or
officers of the Company, or committee, may delegate to the all or part of the
authority to amend or terminate the Plan.
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Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
ARTICLE VI
MISCELLANEOUS
6.01. No Guarantee of Employment
The Plan does not in any way limit the right of the Company or an
Affiliate at any time and for any reason to terminate the Participant's
employment or such Participant's status as an officer of the Company or an
Affiliate. In no event shall the Plan by its terms or implications constitute an
employment contract of any nature whatsoever between the Company or an Affiliate
and a Participant.
6.02. Liability
A Participant's right to a benefit under the Plan shall be solely that of
an unsecured creditor of the Company. The source of Plan benefits pursuant to
the Plan shall be the general funds of the Company; no assets of the Company or
its subsidiaries shall be segregated or committed to insure the Company's or its
subsidiaries' obligations hereunder. No officer, director, or stockholder of the
Company or its subsidiaries shall be individually liable therefore, or on
account of any claim arising by reason of the provisions of this Plan or of any
instrument or instruments implementing the provisions or purposes hereof.
6.03. Nonassignability
The rights, interests, and benefits of a Participant (or beneficiary
thereof) in this Plan shall not be subject to assignment, anticipation,
transfer, pledge, hypothecation or other transfer, and such rights, interests
and benefits shall not be liable for the debts, contracts, or engagements of a
Participant (or beneficiary thereof), or otherwise subject to execution,
attachment, garnishment, or similar process.
6.04. Construction
Headings are given for ease of reference and must be disregarded in
interpreting the Plan. Masculine pronouns wherever used shall include feminine
pronouns and the use of the singular shall include the plural.
6.05. Governing Law
This Plan shall be governed by the laws of the Commonwealth of Virginia
(other than its choice-of-law provisions) except to the extent that the laws of
the Commonwealth of Virginia are preempted by the laws of the United States.
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Shenandoah Telephone Company
Executive Supplemental Retirement Plan
Effective May 12, 2003
SIGNATURE PAGE
As evidence of its adoption of the Shenandoah Telephone Company Executive
Supplemental Retirement Plan Effective May 12, 2003, the Company has caused this
document to be executed by its duly authorized officer as of the ____ day of
_______________, 2003.
SHENANDOAH TELEPHONE COMPANY
By:
------------------------------
Christopher E. French
President
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