The Plan was amended effective April 16, 2024 to: (i) update eligibility language and clarify the situations where employees are eligible and not eligible for benefits, (ii) provide that employees are eligible for severance benefits under a voluntary Exit Incentive Program (“EIP”) under specified circumstances, (iii) remove references to the ER&t Plan, (iv) clarify that Participants may elect retiree dental coverage upon the expiration of subsidized COBRA coverage, (v) remove Appendix A as it self-expired, and (vi) make administrative clarifications.
The Plan is being amended effective November 18, 2024 to: (i) update the positions eligible for inclusion on Schedule A to include designated Section 16 Officer positions, except for an officer currently on Schedule B; and (ii) rename “Class” to “Schedule” to align with referenced terms of Schedule.
This amended and restated Plan document supersedes and replaces all prior Plan documents and applies to any termination of employment that occurs on or after the Effective Date.
第 II條款
定義
2.1
“Accrued Obligation” shall have the meaning set forth in Sections 4.2 and 5.2 of the Plan.
The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 75% of the combined voting power of the voting securities of which are owned by stockholders of the
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Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.
2.8
“Schedule A Participant” means a Participant designated as a Schedule A Participant by the Committee.
2.9
“Schedule b Participant” means a Participant designated as a Schedule b Participant by the Committee.
2.10
“Schedule C Participant“”代表委員會指定為C表參與者的參與者。
2.11
“編碼“”指的是1986年修訂的《內部稅收法典》及其下屬的規定。
2.12
“委員會“”代表董事會的組織和薪酬委員會，或任何該委員會的繼任者。
2.13
“公司“”指的是Public Service Enterprise Group Incorporated及其後繼者。
2.14
“機密信息” means all trade secrets, proprietary and confidential business information belonging to, used by, or in the possession of the Company or any of its Affiliates, including but not limited to information, knowledge or data related to business strategies, plans and financial information, mergers, acquisitions or consolidations, purchase or sale of property, leasing, pricing, sales programs or tactics, actual or past sellers, purchasers, lessees, lessors or customers, those with whom the Company or its Affiliates has begun negotiations for new business, costs, employee compensation, marketing and development plans, inventions and technology, whether such confidential information, knowledge or data is oral, written or electronically recorded or stored, except information in the public domain, information known by the Participant prior to employment with an Employer, and information received by the Participant from sources other than the Company or its Affiliates, without obligation of confidentiality.
2.15
“終止日期” means, provided that the termination constitutes a Separation from Service, (i) the date of a Participant’s death, (ii) the date on which the termination of the Participant’s employment by an Employer for Cause or without
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Cause, or (iii) the date on which the Participant terminates employment for Good Reason or without Good Reason, including Retirement and Disability.
2.16
“傷殘” means (i) if the Participant is a participant in the Final Average Pay Component of the Pension Plan, the Participant is eligible for a disability pension benefit; or (ii) if the Participant is a participant in the Cash Balance Component of the Pension Plan, the Participant is receiving benefits from the Company’s long-term disability plan.
2.17
““合格的雇員”指參與僱主之一的常規非暫時雇員，其符合公司確定的股權激勵計劃或任何類似計劃之下可接受年度限制股票單位或其他年度股票為基礎的獎勵資格，或其按照稅法第401(a)(17)條的定義，其年薪超過該法規允許的最大金額。儘管計劃中的任何規定相反，可符合資格的雇員不應包括（i）被參與僱主或任何附屬公司歸類為獨立承包商或其他非參與僱主的實體雇員的人 (ii)任何根據集體談判協議的規定而受雇的人，(iii)在任何股權激勵計劃或任何類似計劃下接受一次性限制性股票單位獎勵或其他股票為基礎獎勵的人，但不符合最近採用的股權激勵計劃或任何類似計劃之下享有定期、年度限制股票單位獎勵資格的人，(iv)在公司擔任董事長但不同時擔任公司首席執行官的任何人，(v)居住和工作於美國以外國家的任何人。” means an individual who is designated as such in accordance with Section 3.1. An Eligible Employee shall not include a project employee.
變更控制后的資格終止若在變更控制發生后的兩年内，(a)雇主以除因故而以外的任何原因終止參與者的雇佣，或(b)參與者自願因充分理由而終止雇佣，則參與者有资格接受計劃中第 V 章所述的福利。儘管計劃中的任何事項與之相反，如果雇佣終止是由於死亡、殘疾或參與者自願終止雇佣而導致，參與者不應有权根据該計劃享有福利，除非因充分理由而終止雇佣，并且如計劃中另有規定。
推遲支付的補償. Any compensation previously deferred (other than pursuant to a tax-qualified plan) by or on behalf of the Participant (together with any accrued interest or earnings thereon), whether or not then vested, shall become vested on the Date of Termination and shall be paid in accordance with the terms of the applicable deferred compensation plan, policy or practice under which it was deferred to the extent permitted by Section 409A of the Code.
5.7
Outplacement Services. The Company shall, at its sole expense as incurred, provide the Participant with outplacement services suitable to the Participant’s position for a period not to exceed one year following the Date of Termination with a nationally recognized outplacement firm and up to a maximum Company cost of $25,000.
5.8
其他福利. To the extent not theretofore paid or provided, the Company shall pay or provide to the Participant any other amounts or benefits required to be paid or provided or which the Participant is entitled to receive under any plan, program,
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policy, practice, contract or agreement of the Company (or other Employer), including earned but unpaid stock and similar compensation, but excluding medical or dental benefits if the Participant is eligible for such benefits to be provided by a subsequent employer, and benefits payable under any severance plan or policy.
5.9
Termination By Employer For Cause or By Participant Other Than For Good Reason. 如果在交易變動後的任何時間點，雇主出於原因終止參與者的僱傭，或是參與者自願終止僱傭但非屬正當理由，雇主對參與者的支付義務將只限於終止日期前的基本薪金。在這種情況下，所有這些金額將根據計劃書第6.1節以一次性總額支付給參與者。
TIMING OF, LIMITATIONS ON AND ADJUSTMENTS TO PLAN PAYMENTS
6.1
Time of Payments. Payments under the Plan shall be made to the Participant as follows:
(a)
With respect to benefits, except those under Sections 4.4 and 5.10 of the Plan, payment to a Participant who is not a Specified Employee shall be made within the 60-day period following receipt of the executed waiver and release, but no later than 90 days following the Participant’s Date of Termination. However, if the period to consider and revoke the written agreement required to receive the benefits described in Articles IV and V of the Plan (i.e., the
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waiver and release) spans two taxable years, in all events the payments will be made in the second taxable year within 30 days following the later of the end of the first taxable year or the date the executed release is received by the Company.
(b)
With respect to benefits under Section 5.10 of the Plan, payment shall be made within the 60-day period following the Participant’s date of the Participant’s death.
(c)
With respect to benefits under Section 4.4 of the Plan, payments shall be made to the Participant at the same time the payments are made to active employees.
(d)
Notwithstanding anything to the contrary in the Plan, to the extent necessary to comply with Section 409A of the Code, payments to a Participant who is a Specified Employee shall be made within the 60-day period following the six- month anniversary of the Participant’s Date of Termination (other than by reason of death).
(e)
All payments under the Plan that are reimbursements of covered expenses incurred by the Participant shall be made within the taxable year in which the expense is incurred.
6.2
Payment Offsets. Notwithstanding anything in the Plan to the contrary, in the event a Participant is entitled to receive severance payments both under this Plan and under the terms of either (a) an individual change of control or employment agreement, (b) another severance pay plan or policy of an Employer or (c) any existing or future law or regulation, the benefits payable under this Plan shall be reduced by the amount of any severance benefits such Participant is entitled to receive under such individual agreement, plan, policy, law or regulation.
6.3
Cap on Excess Parachute Payments; Gross-Up Payments. Notwithstanding anything in the Plan to the contrary, if (a) a Participant is a “disqualified individual” (as defined in Section 280G(c) of the Code) and (b) the severance benefits provided under Articles IV or V, as applicable, together with any other payments the Participant has the right to receive from an Employer, would constitute a “parachute payment” (as defined in Section 280G(b) of the Code) (“Parachute Payments”), the following provisions shall apply:
(a)
The severance benefits under Articles IV or V shall not exceed an amount which, together with any other Parachute Payments, the Participant has a right to receive from the Employer, would be 3.0 times the Participant’s “base amount” minus $1.00 (as defined in Section 280G of the Code) so that no portion of the amounts received by the Participant shall be subject to the excise tax imposed under Section 4999 of the Code.
(b)
The determination of whether any limitation on the severance benefits
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payable under Articles IV or V is necessary shall be made by the Company’s independent auditor or such other certified public accounting firm as may be jointly designated by the Participant and the Company (the “Accounting Firm”), which shall provide detailed supporting calculations to the Participant and the Company. The determinations of the Accounting Firm shall be conclusive and binding on the Company and the Participant. All fees and expenses of the Accounting Firm shall be borne solely by the Company.
Unless and until a determination has been made in accordance with Section 7.4 that the Participant has violated this Section 7.1, an asserted violation of the provisions of this Section 7.1 shall not constitute a basis for deferring or withholding any amounts otherwise payable to the Participant under the Plan.
7.2
不競爭. As a condition to participation in the Plan, each Participant agrees that in the event the Participant voluntarily terminates employment other than for Good Reason, for the period of one year from Date of Termination, the Participant will not, without the written consent of the Company, directly or indirectly own, manage, operate, join, control, become employed by, consult to or participate in the ownership, management, or control of any business which is in direct competition with the Company or its Affiliates. This Section 7.2 shall not apply to the extent that non-compete agreements are restricted or prohibited by applicable state law.
7.3
非挖角. As a condition to participation in the Plan, each Participant agrees that, in the event the Participant voluntarily terminates employment other than for Good Reason, for the period of one year following the Date of Termination, the Participant will not, directly or indirectly, solicit or hire, or encourage the solicitation or hiring by any employer other than the Company or its Affiliates, for any position
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as an employee, independent contractor, consultant or otherwise, any person who was a managerial or higher level employee of an Employer at any time during the term of the Participant’s employment by the Employer; provided, however, that this provision shall not apply with respect to the solicitation of any person after six months from the date on which such person’s employment by an Employer has terminated.
7.4
執法. In the event of a breach by the Participant of any of the covenants set forth in this Article VII, it is agreed that the Company shall suffer irreparable harm for which money damages are not an adequate remedy, and that, in the event of such breach, the Company shall be entitled to obtain an order of a court of competent jurisdiction for equitable relief from such breach, including, but not limited to, temporary restraining orders and preliminary and/or permanent injunctions against the breach of such covenants by the Participant. In the event that the Company should initiate any legal action for the breach or enforcement of any of the provisions contained in this Article VII and the Company does not prevail in such action, the Company shall promptly reimburse the Participant the full amount of any court costs, filing fees, attorney’s fees which the Participant incurs in defending such action, and any loss of income during the period of such litigation.
Committee Review - The Committee’s (or its delegate’s) review shall take into account all comments, documents, records and other information submitted by the Participant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
(d)
Written Decision - The Committee (or its delegate) shall issue a decision on the reviewed claim promptly but no later than 60 days after receipt of the review. The Committee may take an additional 60 days to review the claim, provided that the Participant is notified in writing within the initial 60-day period. The Committee’s decision shall be in writing and shall include:
(i)
Reasons for the decision;
(ii)
References to the Plan provisions on which the decision is based;
(iii)
Statement that the Participant is entitled to receive, upon request, reasonable access to, and copies of, all documents, records and other
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information relevant to the claim; and
(iv)
Statement that the Participant is entitled to bring a civil suit under Section 502(a) of ERISA.
(e)
Binding Effect - The Committee’s (or its delegate’s) decision shall be final and binding on the Participant and the Employer.