EXHIBIT 10(iii)28
CH ENERGY GROUP, INC.
SUPPLEMENTARY RETIREMENT PLAN
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WHEREAS, Central Hudson Gas & Electric Corporation ("Central Hudson")
established, effective March 1, 1992, an Executive Deferred Compensation Plan
which was thereafter amended (as amended, the "Plan");
WHEREAS, the Plan was assigned to CH Energy Group, Inc. ("Energy Group")
and assumed by the Energy Group, effective December 15, 1999, the date Central
Hudson became a wholly-owned subsidiary of Energy Group ("Holding Company
Restructuring"); and
WHEREAS, Energy Group wishes to amend the Plan to reflect said Holding
Company Restructuring and so as to continue to encourage executive officers to
remain with Energy Group and/or Central Hudson until their retirement by
providing them with supplementary retirement income for their services rendered
prior to their retirement;
NOW, THEREFORE, in furtherance of such goal and pursuant to authority of
the Board of Directors of Energy Group granted on June 23, 2000, Energy Group
hereby amends the Plan and as so amended, restates the Plan, effective as of
December 15, 1999, for a select group of management employees or highly
compensated employees to read as set forth in Appendix A hereto.
Pursuant to said authorization of the Board of Directors of Energy Group, I
have executed this Supplementary Retirement Plan instrument this 23rd day of
June, 2000.
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Paul J. Ganci
Chairman of the Board, President
and Chief Executive Officer
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APPENDIX A
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ARTICLE I. DEFINITIONS
1.01 "Beneficiary" shall mean the person(s) designated by the
Participant entitled to receive benefits under the Plan after the death of a
Participant.
1.02 "Pension Plan" shall mean the Retirement Income Plan of Central
Hudson Gas & Electric Corporation, as from time to time amended.
1.03 "Central Hudson" shall mean Central Hudson Gas & Electric
Corporation, a wholly-owned subsidiary of Energy Group.
1.04 "Energy Group" shall mean CH Energy Group, Inc.
1.05 "Compensation" shall mean the annual base rate of renumeration in
effect for a Participant, including any deferrals under any Energy Group and/or
Central Hudson plan or arrangement with Energy Group which defers or avoids
recognition of income under the Internal Revenue Code of 1986, as amended.
1.06 "Participant" shall mean, subject to Section 3.08, any full-time
employee of Energy Group and/or Central Hudson who is holding any of the
following officer positions with Energy Group or Central Hudson, subject to the
right of Energy Group to reject him or her as a Participant:
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Central Hudson Officers
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Chairman of the Board and Chief Executive Officer
President and Chief Operating Officer
Vice President (including any level thereof)
Secretary
Chief Financial Officer and Treasurer
Controller
Assistant Vice President
Assistant Treasurer
Energy Group Officers
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Chairman of the Board, President and Chief Executive Officer
Vice President (including any level thereof)
Secretary
Chief Financial Officer and Treasurer
Controller
Assistant Vice President
Assistant Treasurer
1.07 "Plan" shall mean the CH Energy Group, Inc. Supplementary
Retirement Plan, as from time to time amended.
1.08 "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either (x) the then outstanding shares of common stock of Energy Group
(the "Outstanding Energy Group Common Stock") or (y) the combined voting power
of the then outstanding voting securities of Energy Group entitled to vote
generally in the election of directors (the "Outstanding Energy Group Voting
Securities"); provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from Energy Group, (ii) any acquisition by
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Energy Group, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by Energy Group or any corporation controlled by
Energy Group or (iv) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of
this Section 1.10; or
(b) Individuals who, as of December 15, 1999, constitute the
Board of Directors of Energy Group (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by Energy Group's shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board,
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board; or
(c) Consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the assets of Energy
Group (a "Business Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Energy Group Common
Stock and Outstanding Energy Group Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns Energy Group or all or
substantially all of Energy Group's assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Energy Group
Common Stock and Outstanding
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Energy Group Voting Securities, as the case may be, (ii) no Person (excluding
any corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of Energy Group or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (iii) at least a
majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
(d) Approval by the shareholders of Energy Group of a complete
liquidation or dissolution of Energy Group.
ARTICLE II. BENEFITS
2.01 BENEFITS TO PARTICIPANTS. If a Participant retires and at
retirement has 10 years of service with Energy Group and/or Central Hudson or is
age 65 or older, the Participant will be entitled to receive, as deferred
compensation for his or her services prior to his or her retirement, an annual
benefit for 10 years, payable in 120 approximately equal monthly amounts
commencing with the first payment to such retiree under the Pension Plan; such
benefit to be a percentage of the Participant's Compensation as follows:
Percentage of Compensation
Retirement Age at Date of Retirement
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Under age 60 No benefit
60, but less than 63 10%
63, but less than 65 15%
65 or over 20%
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2.02 BENEFICIARY PAYMENTS. Upon the death of a Participant on or after
the date benefits are vested hereunder, the Beneficiary shall receive the
remaining monthly payments of benefits due under Section 2.01 above and, if no
such Beneficiary is designated, the remaining unpaid benefits shall be paid to
the Participant's estate.
2.03 VESTING. Participants shall be vested in the benefits described in
Section 2.01 upon attainment of age 60 with at least 10 years of service with
Energy Group and/or Central Hudson or attainment of age 65, subject, however, to
the provisions of Sections 3.06 and 3.07. If a Participant terminates employment
with Energy Group and/or Central Hudson prior to such vesting, the Participant
shall not be entitled to any benefits under the Plan.
2.04 SPECIAL VESTING. Notwithstanding anything herein to the contrary,
all Participants in the Plan who, on December 31, 1993, attained age 55 (but not
age 60), regardless of their years of service with Central Hudson, shall be
vested in the benefits described in Section 2.01 (and, thereupon, shall be
eligible to receive such benefits on retirement) as if they had reached age 60
and had 10 years of service with Central Hudson as of December 31, 1993.
2.05 CHANGE OF CONTROL VESTING. Notwithstanding anything herein to the
contrary, upon a Change of Control, all Participants in the Plan who have not
then reached age 60 and 10 years of service with Energy Group and/or Central
Hudson shall be vested in the benefits described in Section 2.01 (and,
thereupon, shall be eligible to receive such benefits on retirement) as if they
had reached age 60 and had 10 years of service with Energy Group and/or Central
Hudson as of the date of the Change of Control.
ARTICLE III. ADMINISTRATION OF THE PLAN
3.01 ADMINISTRATOR. The Plan shall be administered by Energy Group,
which shall have the authority to interpret the Plan and issue such regulations
as it deems appropriate. Energy Group shall have the duty and responsibility of
maintaining records, making the requisite
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calculations and causing disbursement of the payments hereunder. Energy Group's
interpretations, determinations, regulations and calculations shall be final and
binding on all persons and parties concerned.
3.02 AMENDMENT AND TERMINATION. Energy Group may amend or terminate the
Plan at any time, provided, however, that no such amendment or termination shall
deprive any Participant or beneficiary of the benefits vested hereunder as of
the date of such amendment or termination.
3.03 NON-ASSIGNABILITY OF BENEFITS. The benefits payable hereunder or
the right to receive future benefits under the Plan may not be anticipated,
alienated, pledged, encumbered or subjected to any charge or legal process.
3.04 NON-GUARANTEE OF EMPLOYMENT. Nothing contained in this Plan shall
be construed as a contract of employment between Energy Group and/or Central
Hudson and any Participant, or as a right of any Participant to be continued in
employment of Energy Group and/or Central Hudson, or as a limitation on the
right of Energy Group and/or Central Hudson to discharge any of its employees,
with or without cause.
3.05 APPLICABLE LAW. All questions pertaining to the construction,
validity and effect of the Plan shall be determined in accordance with the laws
of the United States and to the extent not pre-empted by such laws, by the laws
of the State of New York.
3.06 FORFEITURE PROVISIONS. All rights to any vested benefits payable
under the Plan, including the payment of any unpaid benefit installments, shall
be forfeited if any of the following events occur as may be applicable:
a. If Energy Group or Central Hudson terminates the
Participant for any cause.
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b. The Participant resigns (as opposed to retires) his or her
office with both Energy Group and Central Hudson.
c. The Participant, after retirement, breaches any fiduciary
duty to Energy Group and/or Central Hudson or enters into
competition with Energy Group and/or Central Hudson without
its or their written permission.
Notwithstanding the foregoing: (i) any termination of employment that
gives rise to a right, on the part of a Participant, to severance pay or
benefits under a Change of Control Employment Agreement between Energy Group or
Central Hudson and the Participant shall be treated as a retirement rather than
a resignation by the Participation or termination of the Participant by Energy
Group or Central Hudson; and (iii) clause c. of the preceding sentence shall be
inapplicable after a Change of Control.
3.07 INCAPABLE OF PERFORMING DUTIES. If at any time after a Participant
reaches age 60, Energy Group or Central Hudson, as the case may be, determines,
in its sole judgment, that the Participant is not fully capable of performing
his or her duties, he or she will be entitled to the benefits vested under the
Plan at the time of such determination.
3.08 OUTSIDE HIRES. If any officer of Energy Group or Central Hudson is
hired directly into any position referred to in Section 1.05, from outside
Energy Group or Central Hudson, there shall be a one-year waiting period before
he or she becomes eligible for participation in the Plan.
3.09 BENEFIT PAYMENTS. Energy Group will make all benefit payments
under the Plan for Energy Group Participants and Central Hudson will make all
payments under the Plan for Central Hudson Participants. No person, other than
Energy Group or Central Hudson, shall have any obligation with respect to
benefit payments or otherwise under the Plan. No funds or assets of Energy Group
or Central Hudson will be segregated or physically set aside with respect to the
Plan.
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