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Teppco Partners - Amended Teppco Supplemental Benefit Plan
TEPPCO SUPPLEMENTAL BENEFIT PLAN
(AMENDMENT AND RESTATEMENT
EFFECTIVE NOVEMBER 1, 2002)
TEPPCO SUPPLEMENTAL BENEFIT PLAN
WHEREAS, Texas Eastern Products Pipeline Company, LLC, a Delaware limited liability company ("TEPPCO"), established the TEPPCO Supplemental Benefit Plan (the "Plan") to provide deferred compensation for a select group of management or highly compensated employees so as to retain their loyalty and offer a further incentive to them to contribute to the continued growth, development and financial success of TEPPCO; and
WHEREAS, it is intended that the Plan shall constitute a program described in Department of Labor Regulation section 2520.104-23(a);
WHEREAS, TEPPCO desires to amend and restate the Plan to provide additional payment options and to make certain other technical changes;
NOW, THEREFORE, the Plan is hereby amended and restated in its entirety to provide as follows:
TABLE OF CONTENTS
SECTION ARTICLE I - DEFINITIONS
Accrued Benefit .................................................... 1.01
Actual Retirement Date ............................................. 1.02
Actuarial Equivalent ............................................... 1.03
Affiliate .......................................................... 1.04
Beneficiary or Beneficiaries ....................................... 1.05
Board .............................................................. 1.06
Cause .............................................................. 1.07
Change of Control .................................................. 1.08
Code ............................................................... 1.09
Committee .......................................................... 1.10
Disability ......................................................... 1.11
Early Retirement Date .............................................. 1.12
Employer or Employers .............................................. 1.13
Normal Retirement Age .............................................. 1.14
Participant ........................................................ 1.15
Partnership ........................................................ 1.16
Plan ............................................................... 1.17
Qualified Plan ..................................................... 1.18
Qualified Plan Benefit ............................................. 1.19
Separation From Service ............................................ 1.20
Spouse ............................................................. 1.21
TEPPCO ............................................................. 1.22
Unit ............................................................... 1.23
Unlimited Qualified Plan Benefit ................................... 1.24
Vesting Service .................................................... 1.25
ARTICLE II - PARTICIPATION
Eligibility to Participate ......................................... 2.01
Reemployment ....................................................... 2.02
ARTICLE III- RETIREMENT BENEFITS
Amount of Retirement Benefit ....................................... 3.01
Time of Payment of Retirement Benefit .............................. 3.02
Form of Payment of Retirement Benefit .............................. 3.03
ARTICLE IV- DEATH BENEFITS
Amount of Death Benefit ............................................ 4.01
Time of Payment of Death Benefit ................................... 4.02
Form of Payment of Death Benefit ................................... 4.03
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Designation of Beneficiary ......................................... 4.04
ARTICLE V - VESTING
General ............................................................ 5.01
Forfeiture Upon Separation From Service ............................ 5.02
Complete Forfeiture for Cause ...................................... 5.03
Accelerated Vesting Upon Change of Control ......................... 5.04
ARTICLE VI - PLAN COMMITTEE PROCEDURE
Committee .......................................................... 6.01
General Rights, Powers and Duties of the Committee ................. 6.02
Rules and Decisions ................................................ 6.03
Committee Procedures ............................................... 6.04
Authorization of Benefit Payments .................................. 6.05
Application and Forms of Benefits .................................. 6.06
Facility of Payment ................................................ 6.07
Claims Procedure ................................................... 6.08
Responsibility ..................................................... 6.09
ARTICLE VII - AMENDMENT AND TERMINATION
Right to Amend the Plan ............................................ 7.01
Right to Terminate the Plan ........................................ 7.02
ARTICLE VIII - FUNDING
Payments Under the Plan Are the Obligation of the Employers ........ 8.01
Participants Must Rely Solely on the General Credit of the Employers 8.02
Unfunded Arrangement ............................................... 8.03
ARTICLE IX - ADOPTION OF PLAN BY OTHER EMPLOYERS
Adoption Procedure ................................................. 9.01
No Joint Venture Implied ........................................... 9.02
Expenses to be Shared .............................................. 9.03
Transfers Among Employers .......................................... 9.04
Termination of Participation by an Affiliate ....................... 9.05
ARTICLE X - MISCELLANEOUS
Inalienability of Benefits ......................................... 10.01
No Implied Rights .................................................. 10.02
Binding Effect ..................................................... 10.03
Number and Gender .................................................. 10.04
Governing Law ...................................................... 10.05
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ARTICLE I
DEFINITIONS
The terms defined in this Article 1 shall, for all purposes of the Plan, have the meanings specified herein:
1.01 "ACCRUED BENEFIT" means in the case of any Participant the result of (a) minus (b) where (a) is the Participant's Unlimited Qualified Plan Benefit and (b) is the Participant's Qualified Plan Benefit.
1.02 "ACTUAL RETIREMENT DATE" means the first day of the month that coincides with or next follows the date of the Participant's Separation of Service.
1.03 "ACTUARIAL EQUIVALENt" means a benefit of equivalent value computed on the basis of the interest and mortality assumptions that would be used for purposes of determining the value of the Participant's benefit under the Qualified Plan if he elected to receive his benefit thereunder in the form of a lump sum distribution.
1.04 "AFFILIATE" means an entity that is treated as a single employer together with TEPPCO for certain employee benefit purposes under section 414 of the Code.
1.05 "BENEFICIARY" or "BENEFICIARIES" means the person or persons, or the trust or trusts created for the benefit of a natural person or persons or the Participant's estate, designated by the Participant to receive the benefits payable under the Plan upon his death in accordance with the beneficiary designation procedures of Section 4.04, or the Participant's Spouse to the extent that the Participant's Spouse is entitled to receive death benefits under the Plan.
1.06 "BOARD" means the Board of Directors of TEPPCO.
1.07 "CAUSE" means (a) the willful and continued failure by the Participant to substantially perform his duties with TEPPCO or its Affiliates (other than such failure resulting from his incapacity due to physical or mental illness) after demand for substantial performance is delivered to him by TEPPCO which specifically identifies the manner in which TEPPCO believes the Participant has not substantially performed his duties; (b) the willful engaging by the Participant in gross misconduct materially and demonstrably injurious to the property or business of TEPPCO or any of its Affiliates; or (c) the willful material violation of any TEPPCO policies regarding the protection of confidential and/or proprietary information or the material violation of any non-compete agreement between the Participant and TEPPCO. For purposes of this definition, no act or failure to act on the Participant's part will be considered willful unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of TEPPCO or its Affiliates or not opposed to the interests of TEPPCO or its Affiliates.
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1.08 "CHANGE OF CONTROL" means:
(i) any person becomes the beneficial owner, directly or in- directly,
of securities of the Partnership representing 66 percent or more of
the Partnership's then outstanding Units; or
(ii) any person becomes the beneficial owner, directly or indirectly, of
50 percent or more of the Units and TEPPCO delivers notice of
withdrawal or is otherwise removed as the general partner of the
Partnership; or
(iii) the merger or consolidation of the Partnership with one or more
corporations, business trusts, common law trusts or unincorporated
businesses, including, without limitation, a general partnership, a
limited partnership or a limited liability company, pursuant to a
written agreement of merger or consolidation in accordance with
Article 16 of the Third Amended and Restated Agreement of Limited
Partnership of TEPPCO Partners, L.P., dated September 21, 2001, as
it may be amended from time to time, and TEPPCO delivers notice of
withdrawal or is otherwise removed as the general partner of the
Partnership; or
(iv) any person is or becomes the beneficial owner, directly or
indirectly, of securities of TEPPCO representing more than 50
percent of the combined voting power of TEPPCO's then outstanding
voting securities; or
(v) all or substantially all of the assets and business of TEPPCO, the
Partnership, TE Products Pipeline Company, Limited Partnership, a
Delaware limited partnership, TCTM, L.P., a Delaware limited
partnership, or TEPPCO Midstream Companies, L.P., a Delaware limited
partnership, are sold, transferred or assigned to, or otherwise
acquired by, any person or persons; or
(vi) the dissolution or liquidation of the Partnership, TE Products
Pipeline Company, Limited Partnership, TCTM, L.P., TEPPCO Midstream
Companies, L.P., or TEPPCO; or
(vii) the adoption by the Board of a resolution to the effect that any
person has acquired effective control of the business and affairs of
TEPPCO, the Partnership or TE Products Pipeline Company, Limited
Partnership, TEPPCO Midstream Companies, L.P., or TCTM, L.P.
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For purposes of this definition, the term "beneficial owner" shall have
the meaning set forth in Section 13(d) of the Securities Exchange Act of
1934, as amended, and in the regulations promulgated thereunder. The term
"person" shall mean an individual, corporation, partnership, trust,
unincorporated organization, association or other entity provided that the
term "person" shall not include (a) Duke Energy Corporation ("Duke"), (b)
any affiliate of Duke, or (c) any employee benefit plan maintained by Duke
or any affiliate of Duke. For purposes of this definition, the term
"affiliate" or "affiliates" shall mean when used with respect to a
specified person or entity, any other person or entity directly or
indirectly controlled by, controlling, or under direct or indirect common
control with the specified person or entity. For the purpose of this
definition, "control" or "controlled" when used with respect to any
specified person or entity means the power to direct the management and
policies of that person or entity whether through the ownership of voting
securities, membership interest or by contract.
1.09 "CODE" means the Internal Revenue Code of 1986, as amended from time to time.
1.10 "COMMITTEE" means the members of the Compensation Committee of the Board.
1.11 "DISABILITY" means a medically determinable mental or physical impairment which shall prevent the Participant from engaging in any substantial gainful activity and which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months and which (a) was not contracted, suffered or incurred while the Participant was engaged in, or did not result from having engaged in, a felonious criminal enterprise; (b) did not result from addiction to narcotics; and (c) did not result from an intentionally self-inflicted injury.
1.12 "EARLY RETIREMENT DATE" means the first day of the month that coincides with or next follows a Participant's attainment of age 55.
1.13 "EMPLOYER" or "EMPLOYERS" means TEPPCO and any other Affiliates that adopt the Plan.
1.14 "NORMAL RETIREMENT AGE" means age 65.
1.15 "PARTICIPANT" means a common law employee of an Employer who is selected by the Committee to participate in the Plan, and who meets the requirements of Article II.
1.16 "PARTNERSHIP" means TEPPCO Partners, L.P., a Delaware limited partnership.
1.17 "PLAN" means the TEPPCO Supplemental Benefit Plan.
1.18 "QUALIFIED PLAN" means the TEPPCO Retirement Cash Balance Plan maintained by TEPPCO.
1.19 "QUALIFIED PLAN BENEFIT" means the aggregate of all benefits which would be payable to a Participant from the Qualified Plan on the later of his Early Retirement Date or his Actual Retirement Date. In calculating the amount of the Qualified Plan Benefit, for the purposes of the Plan the following shall apply:
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(a) If the normal form of benefit of the Qualified Plan is other than a straight life annuity, the benefit shall be expressed in the form of a straight life annuity by using the actuarial assumptions contained in the Qualified Plan.
(b) The amount of a Participant's Qualified Plan Benefit shall be determined based on the provisions of the Qualified Plan as in effect on the date his benefits under the Plan are determined.
(c) The amount of a Participant's Qualified Plan Benefit shall be determined by disregarding any offset for benefits payable under a retirement plan that was previously maintained by TEPPCO or one of its Affiliates.
1.20 "SEPARATION FROM SERVICE" means the termination of the employment relationship between the Participant and TEPPCO and all Affiliates.
1.21 "SPOUSE" means the person to whom the Participant is married under local law.
1.22 "TEPPCO" means Texas Eastern Products Pipeline Company, LLC, a Delaware limited liability company.
1.23 "UNIT" means a limited partnership unit in the Partnership.
1.24 "UNLIMITED QUALIFIED PLAN BENEFIT" means the Qualified Plan Benefit which would be payable to a Participant from the Qualified Plan on the later of his Early Retirement Date or his Actual Retirement Date, calculated by (a) disregarding the limitations set forth in sections 401(a)(17) and 415 of the Code and (b) assuming that the Participant had not elected to defer any of his compensation under the Duke Energy Field Services Executive Deferred Compensation Plan or any other deferred compensation program maintained by TEPPCO or an Affiliate.
1.25 "VESTING SERVICE" means service for which the Participant receives credit for vesting purposes under the Qualified Plan.
ARTICLE II
PARTICIPATION
2.01 ELIGIBILITY TO PARTICIPATE. The individuals who shall be eligible to participate in the Plan shall be those individuals who are members of a select group of management or highly compensated employees of an Employer as the Committee shall determine from time to time. An individual will become a Participant when he is notified by the Committee that he is eligible to participate in the Plan. Once an individual has become a Participant, he will continue to participate in the Plan until he is no longer a common law employee of any Employer or the Committee determines that he is no longer in a select group of management or a highly compensated employee of any Employer.
2.02 REEMPLOYMENT. Any person who incurs a Separation From Service shall not be eligible to participate in the Plan upon his reemployment by an Employer unless the Committee
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so determines. In such event, the Committee shall specify whether and under what conditions the person shall receive credit for all or any of his service completed prior to reemployment.
ARTICLE III
RETIREMENT BENEFITS
3.01 AMOUNT OF RETIREMENT BENEFIT. Upon a Participant's Separation From Service after he has earned a nonforfeitable interest in his Plan benefit under Article V, the Participant shall be entitled to receive a retirement benefit that is the Actuarial Equivalent of his Accrued Benefit payable at the time payment of such benefit is to commence pursuant to Section 3.02 and in the form specified in Section 3.03.
3.02 TIME OF PAYMENT OF RETIREMENT BENEFIT. A Participant's retirement benefit under the Plan, if any, shall be paid or commence to be paid as soon as administratively feasible after the later of (a) the Participant's Actual Retirement Date or (b) the Participant's Early Retirement Date.
3.03 FORM OF PAYMENT OF RETIREMENT BENEFIT. A Participant's retirement benefit under the Plan, if any, shall be paid in one of the following forms as elected by the Participant pursuant to this Section 3.03:
(a) A single lump sum payment in cash; or
(b) 3, 10 or 15 (as elected by the Participant pursuant to this
Section 3.03) annual installment payments.
The amount of each installment payment shall be determined by
dividing the Actuarial Equivalent of the Participant's Accrued
Benefit on the date the Participant's benefit commences to be paid
pursuant to Section 3.02 by the number of annual installments
elected by the Participant pursuant to this Section 3.03(b). The
Committee may satisfy the Plan's obligation to pay any retirement
benefit hereunder in the form of installment payments by purchasing
a commercial annuity contract and distributing such contract to the
Participant or Beneficiary. Thereupon, the Plan shall have no
further liability with respect to the amount used to purchase the
annuity contract and such Participant or Beneficiary shall look
solely to the company issuing such contract for such annuity
payments. All certificates for commercial annuity benefits shall be
nontransferable, except for surrender to the issuing company, and no
benefit thereunder may be sold, assigned, discounted, or pledged
(other than as collateral for a loan from the company issuing same).
A Participan...
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