x
|
Annual
Report pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended
December 31, 2008
or
|
o
|
Transition
report pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934 for the transition period
from
to
|
|
Connecticut
(State
or other jurisdiction of
incorporation
or organization)
|
06-0739839
(I.R.S.
Employer Identification No.)
|
93
West Main Street, Clinton, CT
(Address
of principal executive office)
|
06413
(Zip
Code)
|
Title
of each Class
Common
Stock, without par value
|
Name
of each exchange on which registered
The
Nasdaq Stock Market, Inc.
|
Large
Accelerated Filer
o
|
Accelerated
Filer
x
|
Non-Accelerated
Filer
o
|
Smaller
Reporting Company
o
|
Document
|
Part
of Form 10-K Into Which Document is Incorporated
|
|
Definitive
Proxy Statement, dated March 31, 2009, for Annual Meeting of Shareholders
to be held on May 13, 2009.
|
Part
III
|
Part
I
|
Page Number
|
|||
Part
II
|
||||
Part
III
|
||||
Part
IV
|
||||
·
|
Employee
Code of Conduct
|
·
|
Audit
Committee Charter
|
·
|
Board
of Directors Code of Conduct
|
·
|
Compensation
Committee Charter
|
·
|
Corporate
Governance Committee Charter
|
·
|
Amended
and Restated Bylaws of Connecticut Water Service,
Inc.
|
·
|
2008
Annual Meeting of Shareholders (Annual Report and
Proxy)
|
2008
|
2007
|
2006
|
||||||||||
Customers:
|
||||||||||||
Residential
|
78,254 | 75,579 | 74,253 | |||||||||
Commercial
|
5,646 | 5,532 | 5,485 | |||||||||
Industrial
|
425 | 426 | 429 | |||||||||
Public
Authority
|
606 | 602 | 587 | |||||||||
Fire
Protection
|
1,648 | 1,599 | 1,562 | |||||||||
Other
(including non-metered accounts)
|
782 | 680 | 931 | |||||||||
Total
|
87,361 | 84,418 | 83,247 | |||||||||
Water Revenues
(in
thousands):
|
||||||||||||
Residential
|
$ | 37,963 | $ | 38,354 | $ | 29,067 | ||||||
Commercial
|
7,150 | 6,762 | 5,652 | |||||||||
Industrial
|
1,822 | 1,764 | 1,589 | |||||||||
Public
Authority
|
2,027 | 1,924 | 1,507 | |||||||||
Fire
Protection
|
10,606 | 9,482 | 8,708 | |||||||||
Other
(including non-metered accounts)
|
1,702 | 740 | 422 | |||||||||
Total
|
$ | 61,270 | $ | 59,026 | $ | 46,945 | ||||||
Customer Water
Consumption
(millions of
gallons):
|
||||||||||||
Residential
|
4,954 | 5,186 | 4,933 | |||||||||
Commercial
|
1,180 | 1,259 | 1,198 | |||||||||
Industrial
|
396 | 423 | 424 | |||||||||
Public
Authority
|
365 | 389 | 363 | |||||||||
Total
|
6,895 | 7,257 | 6,918 |
Income
(Loss) from Real Estate Transactions from Continuing
Operations
|
||||||||||||
Regulated
|
Unregulated
|
Total
|
||||||||||
2008
|
$ | (160,000 | ) | $ | -- | $ | (160,000 | ) | ||||
2007
|
$ | 199,000 | $ | (32,000 | ) | $ | 167,000 | |||||
2006
|
$ | 1,083,000 | $ | 980,000 | $ | 2,063,000 |
·
|
dilutive
issuances of our equity securities;
|
·
|
incurrence
of debt and contingent liabilities;
|
·
|
failure
to have effective internal control over financial
reporting;
|
·
|
fluctuations
in quarterly results; and
|
·
|
other
acquisition-related expenses.
|
·
|
the
number of years to depreciate certain
assets;
|
·
|
amounts
to set aside for uncollectible accounts receivable, inventory obsolesces
and uninsured losses;
|
·
|
our
legal exposure and the appropriate accrual for claims, including medical
and workers’ compensation claims;
|
·
|
future
costs for pensions and other post-retirement benefits,
and;
|
·
|
possible
tax allowances.
|
System
|
Estimated
Available Supply
(million
gallons per day)
|
|||
Chester
System
|
1.69 | |||
Collinsville
System
|
0.65 | |||
Danielson
System
|
3.76 | |||
Gallup
System
|
0.60 | |||
Guilford
System
|
10.31 | |||
Naugatuck
System
|
6.91 | |||
Northern
Western System
|
16.37 | |||
Plainfield
System
|
1.01 | |||
Somers
System
|
0.28 | |||
Stafford
System
|
1.00 | |||
Terryville
System
|
0.94 | |||
Thomaston
System
|
0.73 | |||
Thompson
System
|
0.29 | |||
Unionville
System
|
3.88 | |||
Total
|
48.42 |
Price
|
Dividends
|
|||||||||||
Period
|
High
|
Low
|
Paid
|
|||||||||
2008
|
||||||||||||
First
Quarter
|
$ | 25.48 | $ | 23.00 | $ | .2175 | ||||||
Second
Quarter
|
24.98 | 21.82 | .2175 | |||||||||
Third
Quarter
|
28.95 | 22.28 | .2225 | |||||||||
Fourth
Quarter
|
28.71 | 19.26 | .2225 | |||||||||
2007
|
||||||||||||
First
Quarter
|
$ | 25.09 | $ | 22.52 | $ | .2150 | ||||||
Second
Quarter
|
25.00 | 23.62 | .2150 | |||||||||
Third
Quarter
|
25.61 | 23.10 | .2175 | |||||||||
Fourth
Quarter
|
25.15 | 22.40 | .2175 |
2003
|
2004
|
2005
|
2006
|
2007
|
2008
|
|||||||||||||||||||
Connecticut
Water Service, Inc.
|
$100.00 | $98.82 | $94.53 | $91.04 | $97.77 | $101.43 | ||||||||||||||||||
Standard
& Poor’s 500 Index
|
100.00 | 110.88 | 116.33 | 134.70 | 142.10 | 89.53 | ||||||||||||||||||
Standard
& Poor’s 500 Utilities Index
|
100.00 | 124.28 | 145.21 | 175.69 | 209.73 | 148.95 |
Increase
(Decrease) in Pension Expense
|
Increase
(Decrease) in Postretirement Expense
|
|||||||
1%
Increase in the discount rate
|
$ | (317,000 | ) | $ | (210,000 | ) | ||
1%
Decrease in the discount rate
|
$ | 366,000 | $ | 254,000 |
Gross
Construction Expenditures
|
Construction
Funded by Developers & Others
|
Construction
Funded by Company
|
||||||||||
2008
|
$ | 20,737,000 | $ | 860,000 | $ | 19,877,000 | ||||||
2007
|
$ | 19,841,000 | $ | 1,092,000 | $ | 18,749,000 | ||||||
2006
|
$ | 17,792,000 | $ | 1,593,000 | $ | 16,199,000 | ||||||
2009
(Projected)
|
$ | 31,400,000 | $ | 5,000,000 | $ | 26,400,000 |
Payments
due by Periods
|
||||||||||||||||||||
(in
thousands)
|
||||||||||||||||||||
Contractual
Obligations
|
Total
|
Less than 1
Year
|
Years
2
and 3
|
Years
4
and 5
|
More
than
5
years
|
|||||||||||||||
Long-Term
Debt (LTD)
|
$ | 92,235 | $ | 8 | $ | 16 | $ | 18 | $ | 92,193 | ||||||||||
Interest
on LTD
|
96,633 | 4,182 | 8,362 | 8,361 | 75,728 | |||||||||||||||
Operating
Lease Obligations
|
731 | 309 | 347 | 75 | -- | |||||||||||||||
Purchase
Obligations
(1)
(2)
|
100,006 | 1,192 | 2,103 | 2,180 | 94,531 | |||||||||||||||
Long-Term
Compensation Agreement
(3)
|
47,735 | 4,461 | 6,685 | 6,690 | 29,899 | |||||||||||||||
Total
(4)
(5)
|
$ | 337,340 | $ | 10,152 | $ | 17,513 | $ | 17,324 | $ | 292,351 |
Business
Segment
|
2008
Net Income (Loss)
|
2007
Net Income
|
Increase
(Decrease)
|
|||||||||
Water
Activities
|
$ | 8,794,000 | $ | 7,963,000 | $ | 831,000 | ||||||
Real
Estate
|
(160,000 | ) | 167,000 | (327,000 | ) | |||||||
Services
and Rentals
|
790,000 | 651,000 | 139,000 | |||||||||
Total
|
$ | 9,424,000 | $ | 8,781,000 | $ | 643,000 |
2008
|
2007
|
Increase
(Decrease)
|
||||||||||
Operating
Revenues
|
$ | 61,270,000 | $ | 59,026,000 | $ | 2,244,000 | ||||||
Operation
and Maintenance
|
31,877,000 | 29,864,000 | 2,013,000 | |||||||||
Depreciation
|
6,438,000 | 6,525,000 | (87,000 | ) | ||||||||
Income
Taxes
|
3,518,000 | 4,195,000 | (677,000 | ) | ||||||||
Taxes
Other than Income Taxes
|
6,041,000 | 5,740,000 | 301,000 | |||||||||
Other
Utility Income
|
579,000 | 552,000 | 27,000 | |||||||||
Other
(Deductions) Income
|
(143,000 | ) | (972,000 | ) | 829,000 | |||||||
Interest
and Debt Expense (net of AFUDC)
|
5,038,000 | 4,319,000 | 719,000 | |||||||||
Total
Income from Water Activities
|
$ | 8,794,000 | $ | 7,963,000 | $ | 831,000 |
-
|
The
Eastern acquisition added approximately $1.7 million in new revenues from
both the additional customers served and the make whole payments received
from the RWA.
|
-
|
The
second phase of the 2006 rate case, which became effective April 1, 2008,
contributed approximately $2.0 million in additional revenues over 2007
levels.
|
-
|
The
weather impact was most notable in the Company’s northern service area,
which is the Company’s largest service area, where there were 96 days
during the period May 1, 2008 through October 31, 2008 with at least a
trace of rain, totaling 34.8 inches of rain in the aggregate, compared to
17.4 inches during the same period in 2007. The change in
weather conditions between years resulted in an approximate $1.5 million
revenue disparity between years. The impact of the unfavorable
weather can be seen in Operating Revenues from residential
customers. Despite increasing the customer count in this class
of customer by over 2,600 additional customers (or 3.5%), consumption
decreased by approximately 232 million gallons (or -4.5%). In
fact, despite a decrease in consumption across all customer classes, only
the residential class saw a decrease in Operating
Revenues.
|
Components
of O&M
|
2008
|
2007
|
Increase
(Decrease)
|
|||||||||
Labor
|
$ | 11,935,000 | $ | 10,842,000 | $ | 1,093,000 | ||||||
Medical
expense
|
1,477,000 | 1,097,000 | 380,000 | |||||||||
Water
treatment (including chemicals)
|
2,051,000 | 1,754,000 | 297,000 | |||||||||
Utility
costs
|
3,534,000 | 3,282,000 | 252,000 | |||||||||
Vehicle
|
1,442,000 | 1,214,000 | 228,000 | |||||||||
Customer
|
826,000 | 709,000 | 117,000 | |||||||||
Outside
services
|
1,556,000 | 1,480,000 | 76,000 | |||||||||
Other
employee benefit costs
|
269,000 | 206,000 | 63,000 | |||||||||
Purchased
water
|
993,000 | 1,291,000 | (298,000 | ) | ||||||||
Pension
costs
|
1,258,000 | 1,465,000 | (207,000 | ) | ||||||||
Post-retirement
medical costs
|
1,565,000 | 1,759,000 | (194,000 | ) | ||||||||
Other
|
4,971,000 | 4,765,000 | 206,000 | |||||||||
Total
O&M Expense
|
$ | 31,877,000 | $ | 29,864,000 | $ | 2,013,000 |
Business
Segment
|
2007
Net Income
|
2006
Net Income
|
Increase
(Decrease)
|
|||||||||
Water
Activities
|
$ | 7,963,000 | $ | 4,130,000 | $ | 3,833,000 | ||||||
Real
Estate
|
167,000 | 2,063,000 | (1,896,000 | ) | ||||||||
Services
and Rentals Transactions
|
651,000 | 515,000 | 136,000 | |||||||||
Total
|
$ | 8,781,000 | $ | 6,708,000 | $ | 2,073,000 |
2007
|
2006
|
Increase
(Decrease)
|
||||||||||
Operating
Revenues
|
$ | 59,026,000 | $ | 46,945,000 | $ | 12,081,000 | ||||||
Operation
and Maintenance
|
29,864,000 | 26,451,000 | 3,413,000 | |||||||||
Depreciation
|
6,525,000 | 5,881,000 | 644,000 | |||||||||
Income
Taxes
|
4,195,000 | 2,055,000 | 2,140,000 | |||||||||
Taxes
Other than Income Taxes
|
5,740,000 | 5,575,000 | 165,000 | |||||||||
Other
Utility Income
|
552,000 | 542,000 | 10,000 | |||||||||
Other
(Deductions) Income
|
(972,000 | ) | 608,000 | (1,580,000 | ) | |||||||
Interest
and Debt Expense (net of AFUDC)
|
4,319,000 | 4,003,000 | 316,000 | |||||||||
Total
Income from Water Activities
|
$ | 7,963,000 | $ | 4,130,000 | $ | 3,833,000 |
-
|
an
increase of $9,287,000, or 32.0%, in revenues from residential customers
in 2007, including $3,823,000 in deferred
revenues;
|
-
|
a
$1,701,000, or 19.4%, increase in all other metered customers, including
commercial, industrial and public authority customers;
and
|
-
|
a
$1,092,000, or 12.0%, increase in non-metered revenues which was primarily
due to increased fire protection charges related to the expansion of our
water system which increased the number of fire hydrants and revenue
generating mains upon which these charges are
based.
|
Components
of O&M
|
2007
|
2006
|
Increase
(Decrease)
|
|||||||||
Post-retirement
medical expense
|
$ | 1,759,000 | $ | 473,000 | $ | 1,286,000 | ||||||
Labor
|
10,842,000 | 10,240,000 | 602,000 | |||||||||
Outside
services
|
1,480,000 | 998,000 | 482,000 | |||||||||
Purchased
water
|
1,291,000 | 866,000 | 425,000 | |||||||||
Utility
costs
|
3,282,000 | 2,947,000 | 335,000 | |||||||||
Vehicle
|
1,214,000 | 942,000 | 272,000 | |||||||||
Rate
case cost amortization
|
270,000 | 35,000 | 235,000 | |||||||||
Maintenance
|
1,632,000 | 1,526,000 | 106,000 | |||||||||
Customer
|
709,000 | 606,000 | 103,000 | |||||||||
Other
employee benefit costs
|
2,768,000 | 3,697,000 | (929,000 | ) | ||||||||
Other
|
4,617,000 | 4,121,000 | 496,000 | |||||||||
Total
O&M Expense
|
$ | 29,864,000 | $ | 26,451,000 | $ | 3,413,000 |
Name
|
Age
in 2009*
|
Office
|
Period
Held or Prior Position
|
Term
of Office Expires
|
||||
E.
W. Thornburg
|
48
|
Chairman,
President, and Chief Executive Officer
|
Held
position since March 2006
|
2009
Annual Meeting
|
||||
D.
C. Benoit
|
52
|
Vice
President – Finance, Chief Financial Officer and Treasurer
|
Held
current position or other executive position with the Company since April
1996
|
2009
Annual Meeting
|
||||
T.
P. O’Neill
|
54
|
Vice
President – Service Delivery
|
Held
current position or other engineering position with the Company since
February 1980
|
2009
Annual Meeting
|
||||
M.
P. Westbrook
|
50
|
Vice
President – Customer and Regulatory Affairs
|
Held
current position or other management position with the Company since
September 1988
|
2009
Annual Meeting
|
||||
T.
R. Marston
|
56
|
Vice
President – Business Development
|
Held
current position or other position with the Company since June
1974
|
2009
Annual Meeting
|
||||
D.
J. Meaney
|
48
|
Corporate
Secretary
|
Held
current position or other communications position with the Company since
August 1994
|
2009
Annual Meeting
|
||||
K.
A. Johnson
|
42
|
Vice
President – Human Resources
|
Held
current position or other human resources position with the Company since
May 2007
|
2009
Annual Meeting
|
(a)
|
1.
|
Financial
Statements:
|
||||
The
report of independent registered public accounting firm and the Company’s
Consolidated Financial Statements listed in the Index to Consolidated
Financial Statements on page F-1 hereof are filed as part of this report,
commencing on page F-2
|
||||||
Page
|
||||||
Index
to Consolidated Financial Statements and Schedule
|
F-1
|
|||||
Report
of Independent Registered Pubic Accounting Firm
|
F-2
|
|||||
Consolidated
Statements of Income for the years ended December 31, 2008, 2007 and
2006
|
F-3
|
|||||
Consolidated
Statements of Comprehensive Income for the years ended December 31, 2008,
2007 and 2006
|
F-3
|
|||||
Consolidated
Balance Sheets at December 31, 2008 and 2007
|
F-4
|
|||||
Consolidated
Statements of Cash Flows for the years ended December 31, 2008, 2007 and
2006
|
F-5
|
|||||
Notes
to Consolidated Financial Statements
|
F-6
|
|||||
2.
|
Financial
Statement Schedule:
|
|||||
The
following schedule of the Company is included on the attached page as
indicated
|
||||||
Schedule
II Valuation and Qualifying Accounts and Reserves for the years ended
December 31, 2008, 2007 and 2006
|
S-1
|
|||||
All
other schedules provided for in the applicable regulations of the
Securities and Exchange Commission have been omitted because of the
absence of conditions under which they are required or because the
required information is set forth in the financial statements or notes
thereto.
|
||||||
(b)
|
Exhibits
|
|||||
Exhibits
for Connecticut Water Service Inc, are in the Index to
Exhibits
|
E-1
|
|||||
Exhibits
heretofore filed with the Securities and Exchange Commission as indicated
below are incorporated herein by reference and made a part hereof as if
filed herewith. Exhibits marked by asterisk (*) are being filed
herewith.
|
Page
|
||
Index
to Consolidated Financial Statements and Schedule
|
F-1
|
|
Report
of Independent Registered Pubic Accounting Firm
|
F-2
|
|
Consolidated
Statements of Income for the years ended December 31, 2008, 2007 and
2006
|
F-3
|
|
Consolidated
Statements of Comprehensive Income for the years ended December 31, 2008,
2007 and 2006
|
F-3
|
|
Consolidated
Balance Sheets at December 31, 2008 and 2007
|
F-4
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2008, 2007 and
2006
|
F-5
|
|
Notes
to Consolidated Financial Statements
|
F-6
|
|
Schedule
II – Valuation Accounts
|
S-1
|
CONSOLIDATED
BALANCE SHEETS
|
||||||||||
December
31, (in thousands, except share amounts)
|
2008
|
2007
|
||||||||
ASSETS
|
||||||||||
Utility
Plant
|
$ | 410,471 | $ | 384,421 | ||||||
Construction
Work in Progress
|
4,577 | 1,407 | ||||||||
415,048 | 385,828 | |||||||||
Accumulated
Provision for Depreciation
|
(115,815 | ) | (108,166 | ) | ||||||
Net
Utility Plant
|
299,233 | 277,662 | ||||||||
Other
Property and Investments
|
6,034 | 6,652 | ||||||||
Cash
and Cash Equivalents
|
684 | 337 | ||||||||
Restricted
Cash
|
-- | 8,220 | ||||||||
Accounts
Receivable (Less Allowance, 2008 - $376; 2007 - $352)
|
6,653 | 6,507 | ||||||||
Accrued
Unbilled Revenues
|
5,372 | 4,545 | ||||||||
Materials
and Supplies, at Average Cost
|
1,095 | 987 | ||||||||
Prepayments
and Other Current Assets
|
1,976 | 2,375 | ||||||||
Total
Current Assets
|
15,780 | 22,971 | ||||||||
Unamortized
Debt Issuance Expense
|
7,318 | 7,685 | ||||||||
Unrecovered
Income Taxes
|
22,856 | 30,278 | ||||||||
Pension
Benefits
|
8,911 | -- | ||||||||
Post-Retirement
Benefits Other Than Pension
|
2,570 | 6,410 | ||||||||
Goodwill
|
3,608 | 3,608 | ||||||||
Deferred
Charges and Other Costs
|
6,121 | 5,547 | ||||||||
Total
Regulatory and Other Long-Term Assets
|
51,384 | 53,528 | ||||||||
Total
Assets
|
$ | 372,431 | $ | 360,813 | ||||||
CAPITALIZATION
AND LIABILITIES
|
||||||||||
Common
Stockholders' Equity:
|
||||||||||
Common
Stock Without Par Value:
|
||||||||||
Authorized
- 25,000,000 Shares - Issued and Outstanding:
|
||||||||||
2008 - 8,463,269; 2007 - 8,376,842 | $ | 64,804 | $ | 62,808 | ||||||
Retained
Earnings
|
39,285 | 37,272 | ||||||||
Accumulated
Other Comprehensive Income
|
(613 | ) | 18 | |||||||
Common
Stockholders' Equity
|
103,476 | 100,098 | ||||||||
Preferred
Stock
|
772 | 772 | ||||||||
Long-Term
Debt
|
92,227 | 92,285 | ||||||||
Total
Capitalization
|
196,475 | 193,155 | ||||||||
Interim
Bank Loans Payable
|
12,074 | 6,459 | ||||||||
Current
Portion of Long-Term Debt
|
8 | 7 | ||||||||
Accounts
Payable and Accrued Expenses
|
5,700 | 5,984 | ||||||||
Accrued
Taxes
|
-- | 1,316 | ||||||||
Accrued
Interest
|
870 | 810 | ||||||||
Other
Current Liabilities
|
418 | 337 | ||||||||
Total
Current Liabilities
|
19,070 | 14,913 | ||||||||
Advances
for Construction
|
38,928 | 34,583 | ||||||||
Contributions
in Aid of Construction
|
49,420 | 47,865 | ||||||||
Deferred
Federal and State Income Taxes
|
30,472 | 28,616 | ||||||||
Unfunded
Future Income Taxes
|
18,128 | 25,404 | ||||||||
Long-Term
Compensation Arrangements
|
18,331 | 14,717 | ||||||||
Unamortized
Investment Tax Credits
|
1,497 | 1,560 | ||||||||
Other
Long-Term Liabilities
|
110 | |||||||||
Commitments
and Contingencies
|
||||||||||
Total
Capitalization and Liabilities
|
$ | 372,431 | $ | 360,813 |
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||||||||
For
the Years Ended December 31, (in thousands)
|
2008
|
2007
|
2006
|
|||||||||
Operating
Activities:
|
||||||||||||
Net
Income
|
$ | 9,424 | $ | 8,781 | $ | 6,951 | ||||||
Adjustments
to Reconcile Net Income to Net Cash
|
||||||||||||
Provided
by Operating Activities:
|
||||||||||||
Deferred
Revenues
|
(777 | ) | (3,823 | ) | -- | |||||||
Gain
on Sale of BARLACO Assets Sold
|
-- | -- | (980 | ) | ||||||||
Earnings
from Discontinued Operations
|
-- | -- | (243 | ) | ||||||||
Allowance
for Funds Used During Construction
|
(123 | ) | (131 | ) | (491 | ) | ||||||
Depreciation
(including $642 in 2008, $338 in 2007,
|
||||||||||||
and
$396 in 2006 charged to other accounts)
|
7,080 | 7,173 | 6,277 | |||||||||
Change
in Assets and Liabilities:
|
||||||||||||
Decrease
(Increase) in Accounts Receivable and Accrued Unbilled
Revenues
|
(974 | ) | (1,513 | ) | 268 | |||||||
Decrease
(Increase) in Other Current Assets
|
204 | (129 | ) | (805 | ) | |||||||
(Increase)
Decrease in Other Non-Current Items, net
|
(146 | ) | 2,072 | (549 | ) | |||||||
(Decrease)
Increase in Accounts Payable, Accrued
|
||||||||||||
Expenses
and Other Current Liabilities
|
(879 | ) | 1,258 | 690 | ||||||||
Increase
(Decrease) in Deferred Income Taxes and
|
||||||||||||
Investment
Tax Credits, Net
|
1,878 | 1,893 | (1,492 | ) | ||||||||
Total
Adjustments
|
6,263 | 6,800 | 2,675 | |||||||||
Net
Cash and Cash Equivalents Provided by Continuing
Operations
|
15,687 | 15,581 | 9,626 | |||||||||
Net
Cash and Cash Equivalents Provided by Discontinued
Operations
|
-- | -- | 243 | |||||||||
Net
Cash and Cash Equivalents Provided by Operating Activities
|
15,687 | 15,581 | 9,869 | |||||||||
Investing
Activities:
|
||||||||||||
Company
Financed Additions to Utility Plant
|
(19,877 | ) | (18,749 | ) | (16,199 | ) | ||||||
Advances
from Others for Construction
|
(737 | ) | (961 | ) | (1,102 | ) | ||||||
Net
Additions to Utility Plant Used in Continuing Operations
|
(20,614 | ) | (19,710 | ) | (17,301 | ) | ||||||
Purchase
of Eastern and H20 Services Assets
|
(3,500 | ) | -- | -- | ||||||||
Release
of Restricted Cash
|
8,393 | -- | 2,686 | |||||||||
Proceeds
from Sale of BARLACO Assets Sold (Net of $35 in Transaction
Costs)
|
-- | -- | 965 | |||||||||
Sale
(Purchase) of Short Term Investments
|
-- | -- | 6,922 | |||||||||
Net
Cash and Cash Equivalents Used in Investing Activities in Continuing
Operations
|
(15,721 | ) | (19,710 | ) | (6,728 | ) | ||||||
Net
Cash and Cash Equivalents Used in Investing Activities in Discontinued
Operations
|
-- | -- | -- | |||||||||
Net
Cash Used in Investing Activities
|
(15,721 | ) | (19,710 | ) | (6,728 | ) | ||||||
Financing
Activities:
|
||||||||||||
Proceeds
from Interim Bank Loans
|
12,074 | 6,459 | 5,250 | |||||||||
Repayment
of Interim Bank Loans
|
(6,459 | ) | (5,250 | ) | (4,750 | ) | ||||||
Repayment
of Long-Term Debt Including Current Portion
|
(57 | ) | (62 | ) | (2,381 | ) | ||||||
Proceeds
from Issuance of Long-Term Debt
|
-- | 6,482 | -- | |||||||||
Proceeds
from Issuance of Common Stock
|
1,281 | 1,238 | 1,401 | |||||||||
Proceeds
from Exercise of Stock Options
|
218 | 809 | 284 | |||||||||
Redemption
of Preferred Stock
|
-- | -- | (75 | ) | ||||||||
Costs
Incurred to Issue Long-Term Debt and Common Stock
|
(2 | ) | (367 | ) | (4 | ) | ||||||
Advances
from Others for Construction
|
737 | 961 | 1,102 | |||||||||
Cash
Dividends Paid
|
(7,411 | ) | (7,181 | ) | (7,030 | ) | ||||||
Net
Cash and Cash Equivalents Provided by (Used in)
|
||||||||||||
Financing
Activities in Continuing Operations
|
381 | 3,089 | (6,203 | ) | ||||||||
Net
Cash and Cash Equivalents Used in Financing Activities in Discontinued
Operations
|
-- | -- | -- | |||||||||
Net
Cash and Cash Equivalents Provided by (Used in) Financing
Activites
|
381 | 3,089 | (6,203 | ) | ||||||||
Net
Increase (Decrease) in Cash and Cash Equivalents
|
347 | (1,040 | ) | (3,062 | ) | |||||||
Cash
and Cash Equivalents at Beginning of Year
|
337 | 1,377 | 4,439 | |||||||||
Cash
and Cash Equivalents at End of Year
|
$ | 684 | $ | 337 | $ | 1,377 | ||||||
Non-Cash
Investing and Financing Activities:
|
||||||||||||
Non-Cash
Contributed Utility Plant (see Note 1 for details)
|
$ | 4,089 | $ | 2,116 | $ | 3,295 | ||||||
Short-term
Investment of Bond Proceeds Held in Trust
|
$ | -- | $ | 8,220 | $ | -- | ||||||
Supplemental
Disclosures of Cash Flow Information:
|
||||||||||||
Cash
Paid for Continuing Operations During the Year for:
|
||||||||||||
Interest
|
$ | 4,876 | $ | 4,398 | $ | 4,159 | ||||||
State
and Federal Income Taxes
|
$ | 3,273 | $ | 2,096 | $ | 1,176 | ||||||
Cash
Paid for Discontinued Operations During the Year for:
|
||||||||||||
Interest
|
$ | -- | $ | -- | $ | -- | ||||||
State
and Federal Income Taxes
|
$ | -- | $ | -- | $ | 73 | ||||||
(in
thousands)
|
December
31
|
|||||||
2008
|
2007
|
|||||||
Assets:
|
||||||||
Postretirement
benefits
|
$ | 11,481 | $ | 6,136 | ||||
Unrecovered
income taxes and other
|
18,128 | 25,404 | ||||||
Deferred
revenue (included in deferred charges)
|
4,600 | 3,823 | ||||||
Other
(included in deferred charges)
|
1,363 | 1,806 | ||||||
Total
regulatory assets
|
$ | 35,572 | $ | 37,169 | ||||
Liabilities:
|
||||||||
Investment
Tax Credits
|
$ | 1,497 | $ | 1,560 | ||||
Unfunded
future income taxes and other
|
18,128 | 25,404 | ||||||
Total
regulatory liabilities
|
$ | 19,625 | $ | 26,964 |
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Additions
to Utility Plant:
|
||||||||||||
Company
Financed
|
$ | 19,877 | $ | 18,749 | $ | 16,199 | ||||||
Allowance
for Funds Used During Construction
|
123 | 131 | 491 | |||||||||
Subtotal
– Utility Plant Increase to Rate Base
|
20,000 | 18,880 | 16,690 | |||||||||
Advances
from Others for Construction
|
737 | 961 | 1,102 | |||||||||
Net
Additions to Utility Plant
|
$ | 20,737 | $ | 19,841 | $ | 17,792 |
Years
ended December 31,
|
2008
|
2007
|
2006
|
|||||||||
Numerator
(in thousands)
|
||||||||||||
Basic
Income from Continuing Operations
|
$ | 9,424 | $ | 8,781 | $ | 6,708 | ||||||
Diluted
Income from Continuing Operations
|
$ | 9,424 | $ | 8,781 | $ | 6,708 | ||||||
Denominator
(in thousands)
|
||||||||||||
Basic
Weighted Average Shares Outstanding
|
8,377 | 8,270 | 8,188 | |||||||||
Dilutive
Effect of Stock Awards
|
53 | 63 | 49 | |||||||||
Diluted
Weighted Average Shares Outstanding
|
8,430 | 8,333 | 8,237 | |||||||||
Earnings
per Share
|
||||||||||||
Basic
Earnings per Share from Continuing Operations
|
$ | 1.12 | $ | 1.06 | $ | 0.81 | ||||||
Dilutive
Effect of Stock Awards
|
0.01 | 0.01 | -- | |||||||||
Diluted
Earnings per Share from Continuing Operations
|
$ | 1.11 | $ | 1.05 | $ | 0.81 |
(in
thousands)
|
Year
ended
December
31, 2006
|
|||
Water
Activities:
|
||||
Operating
Revenues
|
$ | -- | ||
Income
Taxes
|
(244 | ) | ||
Net
Income from Water Activities
|
243 | |||
Services
and Rentals:
|
||||
Revenues
|
$ | -- | ||
Income
Taxes
|
(12 | ) | ||
Net
Income from Services and Rentals
|
-- | |||
Total
Net Income from Discontinued Operations
|
$ | 243 |
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Federal
Classified as Operating Expense from Continuing Operations
|
$ | 3,631 | $ | 3,834 | $ | 2,080 | ||||||
Federal
Classified as Other Utility Income from Continuing
Operations
|
267 | 238 | 232 | |||||||||
Federal
Classified as Other Income from Continuing Operations
|
||||||||||||
Land
Sales
|
-- | 61 | 287 | |||||||||
Land
Donations
|
178 | 83 | (892 | ) | ||||||||
Non-Water
Sales
|
360 | 332 | 264 | |||||||||
Other
|
(195 | ) | (529 | ) | (981 | ) | ||||||
Total
Federal Income Tax Expense from Continuing Operations
|
4,241 | 4,019 | 990 | |||||||||
State
Classified as Operating Expense from Continuing Operations
|
(113 | ) | 361 | (26 | ) | |||||||
State
Classified as Other Utility Income from Continuing
Operations
|
64 | 57 | 68 | |||||||||
State
Classified as Other Income from Continuing Operations
|
||||||||||||
Land
Sales
|
-- | 14 | 89 | |||||||||
Land
Donations
|
(19) | (199 | ) | (902 | ) | |||||||
Non-Water
Sales
|
90 | 79 | 79 | |||||||||
Other
|
(23) | (101 | ) | (191 | ) | |||||||
Total
State Income Tax Expense from Continuing Operations
|
(1 | ) | 211 | (883 | ) | |||||||
Total
Income Tax Expense from Continuing Operations
|
$ | 4,240 | $ | 4,230 | $ | 107 |
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Current
from Continuing Operations
|
||||||||||||
Federal
|
$ | 1,906 | $ | 1,938 | $ | 1,165 | ||||||
State
|
110 | 158 | 221 | |||||||||
Total
Current from Continuing Operations
|
2,016 | 2,096 | 1,386 | |||||||||
Deferred
Income Taxes from Continuing Operations, Net
|
||||||||||||
Federal
|
||||||||||||
Investment
Tax Credit
|
(63 | ) | (63 | ) | (63 | ) | ||||||
Deferred
Revenue
|
264 | 1,202 | -- | |||||||||
Land
Donations
|
187 | 260 | (501 | ) | ||||||||
Depreciation
|
1,583 | 1,206 | 1,173 | |||||||||
Other
|
364 | (524 | ) | (784 | ) | |||||||
Total
Federal from Continuing Operations
|
2,335 | 2,081 | (175 | ) | ||||||||
State
|
||||||||||||
Land
Donations
|
85 | (108 | ) | (134 | ) | |||||||
Other
|
(196 | ) | 161 | (970 | ) | |||||||
Total
State from Continuing Operations
|
(111 | ) | 53 | (1,104 | ) | |||||||
Total
Deferred Income Taxes from Continuing Operations
|
2,224 | 2,134 | (1,279 | ) | ||||||||
Total
from Continuing Operations
|
$ | 4,240 | $ | 4,230 | $ | 107 |
(in
thousands)
|
2008
|
2007
|
||||||
Unrecovered
Income Taxes
|
$ | (22,856 | ) | $ | (30,278 | ) | ||
Deferred
Federal and State Income Taxes
|
30,472 | 28,616 | ||||||
Unfunded
Future Income Taxes
|
18,128 | 25,404 | ||||||
Unamortized
Investment Tax Credit
|
1,497 | 1,560 | ||||||
Other
|
(142 | ) | (80 | ) | ||||
Net
Deferred Income Tax Liability
|
$ | 27,099 | $ | 25,222 |
(in
thousands)
|
2008
|
2007
|
||||||
Charitable
Contribution Carryforward (1)
|
$ | (2,705 | ) | $ | (2,977 | ) | ||
Valuation
Allowance
|
2,064 | 1,888 | ||||||
Tax
Credit Carryforward (2)
|
(1,624 | ) | (1,436 | ) | ||||
Prepaid
Income Taxes on CIAC
|
(120 | ) | (209 | ) | ||||
Prepaid
FIT on Services
|
(112 | ) | (174 | ) | ||||
Other
Comprehensive Income
|
(432 | ) | (29 | ) | ||||
Accelerated
Depreciation
|
28,438 | 26,975 | ||||||
Net
of AFUDC and Capitalized Interest
|
234 | 211 | ||||||
Unamortized
Investment Tax Credit
|
1,497 | 1,560 | ||||||
Other
|
(141 | ) | (587 | ) | ||||
Net
Deferred Income Tax Liability
|
$ | 27,099 | $ | 25,222 |
(1)
|
2008
charitable contribution carryover expires beginning in 2009 and ending in
2012.
|
(2)
|
State
tax credit carry-forwards expire beginning 2017 and ending in
2020.
|
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Pre-Tax
Income
|
||||||||||||
Income
From Continuing Operations
|
$ | 9,424 | $ | 8,781 | $ | 6,708 | ||||||
Income
Taxes
|
4,240 | 4,230 | 107 | |||||||||
Total
Pre-Tax Income From Continuing Operations
|
$ | 13,664 | $ | 13,011 | $ | 6,815 |
2008
|
2007
|
2006
|
||||||||||
Federal
Statutory Tax Rate
|
34.0 | % | 34.0 | % | 34.0 | % | ||||||
Tax
Effect Differences:
|
||||||||||||
State
Income Taxes Net of Federal Benefit
|
-- | 1.1 | % | (0.1 | %) | |||||||
Reversal
of Regulatory Liability
|
-- | -- | (14.4 | %) | ||||||||
Adjustment
to Taxes Due to Closed IRS Examination
|
-- | -- | (14.3 | %) | ||||||||
Depreciation
|
1.6 | % | 1.7 | % | 2.6 | % | ||||||
Charitable
Contributions – Land Donation (Net of Valuation Allowance)
|
1.5 | % | 0.4 | % | (7.7 | %) | ||||||
Pension
Costs
|
(5.1 | %) | (5.3 | %) | 7.7 | % | ||||||
Allowance
for Funds Used During Construction
|
(0.3 | %) | (0.3 | %) | (2.9 | %) | ||||||
Change
in Estimate of Prior Year Income Tax Expense
|
(0.5 | %) | 0.2 | % | 0.6 | % | ||||||
Rate
Case Expense
|
0.6 | % | 0.6 | % | (3.6 | %) | ||||||
Other
|
(0.7 | %) | 0.1 | % | (0.3 | %) | ||||||
Effective
Income Tax Rate for Continuing Operations
|
31.1 | % | 32.5 | % | 1.6 | % |
(in
thousands, except share data)
|
Shares
|
Issuance
Amount
|
Expense
|
Total
|
||||||||||||
Balance,
January 1, 2006
|
8,169,627 | $ | 59,604 | $ | (1,599 | ) | $ | 58,005 | ||||||||
Stock
and equivalents issued through Performance Stock Program, Net of
Forfeitures
|
23,058 | 323 | -- | 323 | ||||||||||||
Dividend
Reinvestment Plan
|
60,747 | 1,401 | -- | 1,401 | ||||||||||||
Stock
Options Exercised and Expensed
|
16,962 | 441 | (2 | ) | 439 | |||||||||||
Other
Paid in Capital
|
-- | (3 | ) | -- | (3 | ) | ||||||||||
Balance,
December 31, 2006
|
8,270,394 | $ | 61,766 | $ | (1,601 | ) | $ | 60,165 | ||||||||
Stock
and equivalents issued through Performance Stock Program, Net of
Forfeitures
|
13,975 | 420 | -- | 420 | ||||||||||||
Dividend
Reinvestment Plan
|
54,567 | 1,326 | -- | 1,326 | ||||||||||||
Stock
Options Exercised and Expensed
|
37,906 | 902 | (5 | ) | 897 | |||||||||||
Balance,
December 31, 2007
|
8,376,842 | $ | 64,414 | $ | (1,606 | ) | $ | 62,808 | ||||||||
Stock
and equivalents issued through Performance Stock Program, Net of
Forfeitures
|
22,046 | 465 | -- | 465 | ||||||||||||
Dividend
Reinvestment Plan
|
52,606 | 1,287 | -- | 1,287 | ||||||||||||
Stock
Options Exercised and Expensed
|
11,775 | 246 | (2 | ) | 244 | |||||||||||
Balance,
December 31, 2008 (1)
|
8,463,269 | $ | 66,412 | $ | (1,608 | ) | $ | 64,804 |
(1)
|
Includes
37,281 restricted shares and 49,199 common stock equivalent shares issued
through the Performance Stock Programs through December 31,
2008.
|
(in
thousands, except per share data)
|
2008
|
2007
|
2006
|
|||||||||
Balance,
beginning of year
|
$ | 37,272 | $ | 35,676 | $ | 35,777 | ||||||
Net
Income
|
9,424 | 8,781 | 6,951 | |||||||||
Sub-total
|
46,696 | 44,457 | 42,728 | |||||||||
Dividends
declared:
|
||||||||||||
Cumulative
Preferred Stock, Series A, $0.80 per share
|
12 | 12 | 12 | |||||||||
Cumulative
Preferred Stock, Series $0.90, $0.90 per share
|
26 | 26 | 26 | |||||||||
Common
Stock:
|
||||||||||||
2008
$0.880 per Common Share
|
7,373 | -- | -- | |||||||||
2007
$0.865 per Common Share
|
-- | 7,147 | -- | |||||||||
2006
$0.855 per Common Share
|
-- | -- | 7,014 | |||||||||
Total
Dividends Declared
|
7,411 | 7,185 | 7,052 | |||||||||
Balance,
end of year
|
$ | 39,285 | $ | 37,272 | $ | 35,676 |
|
Level
1 –
|
Quoted
market prices in active markets for identical assets or
liabilities
|
|
Level
2 –
|
Inputs
other than Level 1 that are either directly or indirectly
observable
|
|
Level
3 –
|
Unobservable
inputs developed using the Company’s estimates and assumptions, which
reflect those that the Company believes market participants would
use.
|
(in
thousands)
|
Level
1
|
Level
2
|
Level
3
|
|||||||||
Assets:
|
||||||||||||
Investments
|
$ | 1,288 | $ | -- | $ | -- | ||||||
Liabilities:
|
||||||||||||
Interest
Rate Swap
|
$ | -- | $ | 88 | $ | -- |
(in
thousands)
|
2008
|
2007
|
|||||||||
The
Connecticut Water Company:
|
|||||||||||
Unsecured
Water Facilities Revenue Bonds
|
|||||||||||
5.05 | % |
1998
Series A, Due 2028
|
$ | 9,635 | $ | 9,640 | |||||
5.125 | % |
1998
Series B, Due 2028
|
7,615 | 7,635 | |||||||
4.40 | % |
2003A
Series, Due 2020
|
8,000 | 8,000 | |||||||
5.00 | % |
2003C
Series, Due 2022
|
14,915 | 14,915 | |||||||
Var.
|
2004
Series Variable Rate, Due 2029
|
12,500 | 12,500 | ||||||||
Var.
|
2004
Series A, Due 2028
|
5,000 | 5,000 | ||||||||
Var.
|
2004
Series B, Due 2028
|
4,550 | 4,550 | ||||||||
5.00 | % |
2005
A Series, Due 2040
|
14,935 | 14,960 | |||||||
5.00 | % |
2007
A Series, Due 2037
|
15,000 | 15,000 | |||||||
Total
The Connecticut Water Company
|
92,150 | 92,200 | |||||||||
Chester
Realty:
|
|||||||||||
Secured
|
|||||||||||
6.39 | % |
NewAlliance
Bank, Due 2017
|
85 | 92 | |||||||
Total
Chester Realty
|
85 | 92 | |||||||||
Total
Connecticut Water Service, Inc.
|
92,235 | 92,292 | |||||||||
Less
Current Portion
|
(8 | ) | (7 | ) | |||||||
Total
Long-Term Debt
|
$ | 92,227 | $ | 92,285 |
(in
thousands)
|
||||
2009
|
$ | 8 | ||
2010
|
8 | |||
2011
|
8 | |||
2012
|
9 | |||
2013
|
9 |
(in
thousands, except share data)
|
2008
|
2007
|
||||||
Connecticut
Water Service, Inc.
|
||||||||
Cumulative
Series A Voting, $20 Par Value; Authorized, Issued and Outstanding 15,000
Shares
|
$ | 300 | $ | 300 | ||||
Cumulative
Series $0.90 Non-Voting, $16 Par Value; Authorized 50,000 Shares, Issued
and Outstanding 24,999
|
472 | 472 | ||||||
Total
Preferred Stock
|
$ | 772 | $ | 772 |
(in
thousands)
|
2008
|
2007
|
||||||
Land
|
$ | 9,917 | $ | 9,507 | ||||
Source
of supply
|
27,605 | 25,876 | ||||||
Pumping
|
27,646 | 24,999 | ||||||
Water
treatment
|
54,643 | 52,919 | ||||||
Transmission
and distribution
|
268,927 | 246,676 | ||||||
General
|
28,921 | 25,235 | ||||||
Held
for future use
|
419 | 429 | ||||||
Acquisition
Adjustment
|
(7,607 | ) | (1,220 | ) | ||||
Total
|
$ | 410,471 | $ | 384,421 |
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Municipal
Property Taxes
|
$ | 5,129 | $ | 4,903 | $ | 4,743 | ||||||
Payroll
Taxes
|
912 | 837 | 832 | |||||||||
Total
Taxes Other than Income Taxes
|
$ | 6,041 | $ | 5,740 | $ | 5,575 |
(in
thousands)
|
2008
|
2007
|
||||||
Defined
Benefit Pension Plan
|
$ | 9,624 | $ | 2,199 | ||||
Post
Retirement Benefit Other than Pension
|
3,347 | 6,464 | ||||||
Supplemental
Executive Retirement Plan
|
3,723 | 4,055 | ||||||
Deferred
Compensation
|
1,342 | 1,325 | ||||||
Other
Long-Term Compensation
|
295 | 674 | ||||||
Total
Long-Term Compensation Arrangements
|
$ | 18,331 | $ | 14,717 |
2008
|
2007
|
|||||||
Equity
|
65 | % | 65 | % | ||||
Fixed
Income
|
35 | % | 35 | % | ||||
Total
|
100 | % | 100 | % |
Pension Benefits
(in
thousands)
|
2008
|
2007
|
||||||
Change
in benefit obligation:
|
||||||||
Benefit
obligation, beginning of year
|
$ | 30,365 | $ | 31,539 | ||||
Service
cost
|
1,259 | 1,277 | ||||||
Interest
cost
|
1,906 | 1,789 | ||||||
Actuarial
loss (gain)
|
410 | (2,415 | ) | |||||
Benefits
paid
|
(1,054 | ) | (1,825 | ) | ||||
Benefit
obligation, end of year
|
$ | 32,886 | $ | 30,365 | ||||
Change
in plan assets:
|
||||||||
Fair
value, beginning of year
|
$ | 28,166 | $ | 28,015 | ||||
Actual
return on plan assets
|
(7,350 | ) | 1,931 | |||||
Employer
contributions
|
3,500 | 45 | ||||||
Benefits
paid
|
(1,054 | ) | (1,825 | ) | ||||
Fair
value, end of year
|
$ | 23,262 | $ | 28,166 | ||||
Funded
Status
|
$ | (9,624 | ) | $ | (2,199 | ) | ||
Amount
Recognized in Consolidated Balance Sheets Consisted of:
|
||||||||
Non-current
asset
|
$ | -- | $ | -- | ||||
Current
liability
|
-- | -- | ||||||
Non-current
liability
|
(9,624 | ) | (2,199 | ) | ||||
Net
amount recognized
|
$ | (9,624 | ) | $ | (2,199 | ) |
Weighted-average
assumptions used to determine benefit obligations at December
31:
|
2008
|
2007
|
||||||
Discount
rate
|
6.25 | % | 6.30 | % | ||||
Rate
of compensation increase
|
4.50 | % | 4.50 | % | ||||
Weighted-average
assumptions used to determine net periodic cost for years ended December
31:
|
||||||||
Discount
rate
|
6.30 | % | 5.75 | % | ||||
Expected
long-term return on plan assets
|
8.00 | % | 8.00 | % | ||||
Rate
of compensation increase
|
4.50 | % | 4.50 | % |
Pension Benefits
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Components
of net periodic benefit costs:
|
||||||||||||
Service
cost
|
$ | 1,259 | $ | 1,277 | $ | 1,228 | ||||||
Interest
cost
|
1,906 | 1,789 | 1,681 | |||||||||
Expected
return on plan assets
|
(2,120 | ) | (2,017 | ) | (1,836 | ) | ||||||
Amortization
of:
|
||||||||||||
Net
transition obligation
|
2 | 2 | 2 | |||||||||
Net
loss
|
69 | 69 | 75 | |||||||||
Prior
service cost
|
142 | 345 | 491 | |||||||||
Net
Periodic Pension Benefit Costs
|
$ | 1,258 | $ | 1,465 | $ | 1,641 |
Pension Benefits
(in
thousands)
|
2008
|
2007
|
||||||
Change
in net loss (gain)
|
$ | 9,880 | $ | (2,329 | ) | |||
Amortization
of transition obligation
|
(2 | ) | (2 | ) | ||||
Amortization
of net loss
|
(69 | ) | (69 | ) | ||||
Amortization
of prior service cost
|
(142 | ) | (345 | ) | ||||
Total
recognized to Regulatory Asset (Liability)
|
$ | 9,667 | $ | (2,745 | ) |
Amounts
Recognized as a Regulatory Asset (Liability) at December 31:
|
2008
|
2007
|
||||||
Transition
obligation
|
$ | 6 | $ | 9 | ||||
Prior
service cost
|
516 | 585 | ||||||
Net
(gain) loss
|
8,984 | (754 | ) | |||||
Total
Recognized as a Regulatory Asset (Liability)
|
$ | 9,506 | $ | (160 | ) |
Estimated
Net Periodic Benefit Cost Amortizations for the periods January 1 -
December 31:
|
2009
|
|||
Amortization
of transition obligation
|
$ | 2 | ||
Amortization
of prior service cost
|
69 | |||
Amortization
of net loss
|
380 | |||
Total
Estimated Net Periodic Benefit Cost Amortizations
|
$ | 451 |
2008
|
2007
|
|||||||
Equity
|
58 | % | 64 | % | ||||
Fixed
Income
|
42 | % | 36 | % | ||||
Total
|
100 | % | 100 | % |
(in
thousands)
|
||||
2009
|
$ | 1,443 | ||
2010
|
1,924 | |||
2011
|
1,482 | |||
2012
|
2,713 | |||
2013
|
1,982 | |||
Years
2014 – 2018
|
16,465 |
PBOP Benefits
(in
thousands)
|
2008
|
2007
|
||||||
Change
in benefit obligation:
|
||||||||
Benefit
obligation, beginning of year
|
$ | 12,316 | $ | 10,283 | ||||
Service
cost
|
632 | 651 | ||||||
Interest
cost
|
657 | 610 | ||||||
Plan
participant contributions
|
144 | 138 | ||||||
Plan
amendments
|
(3,088 | ) | -- | |||||
Actuarial
(gain) loss
|
(2,249 | ) | 1,083 | |||||
Benefits
paid
|
(423 | ) | (449 | ) | ||||
Benefit
obligation, end of year
|
$ | 7,989 | $ | 12,316 | ||||
Change
in plan assets:
|
||||||||
Fair
value, beginning of year
|
$ | 5,906 | $ | 4,260 | ||||
Actual
return on plan assets
|
(1,774 | ) | 198 | |||||
Employer
contributions
|
842 | 1,759 | ||||||
Participants’
contributions
|
143 | 138 | ||||||
Benefits
paid
|
(423 | ) | (449 | ) | ||||
Fair
value, end of year
|
$ | 4,694 | $ | 5,906 | ||||
Funded
Status
|
$ | (3,295 | ) | $ | (6,410 | ) | ||
Amount
Recognized in Consolidated Balance Sheets Consisted of:
|
||||||||
Non-current
asset
|
$ | -- | $ | -- | ||||
Current
liability
|
-- | -- | ||||||
Non-current
liability
|
(3,295 | ) | (6,410 | ) | ||||
Net
amount recognized
|
$ | (3,295 | ) | $ | (6,410 | ) |
Weighted-average
assumptions used to determine benefit obligations at December
31:
|
2008
|
2007
|
||||||
Discount
rate
|
6.20 | % | 6.30 | % | ||||
Rate
of compensation increase
|
4.50 | % | 4.50 | % | ||||
Weighted-average
assumptions used to determine net periodic cost for years ended December
31:
|
||||||||
Discount
rate
|
6.30 | % | 5.75 | % | ||||
Expected
long-term return on plan assets
|
5.00 | % | 5.00 | % | ||||
Rate
of compensation increase
|
4.50 | % | 4.50 | % |
PBOP Benefits
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Components
of net periodic benefit costs:
|
||||||||||||
Service
cost
|
$ | 632 | $ | 651 | $ | 599 | ||||||
Interest
cost
|
657 | 610 | 485 | |||||||||
Expected
return on plan assets
|
(271 | ) | (189 | ) | (178 | ) | ||||||
Other
|
225 | 225 | -- | |||||||||
Amortization
of:
|
||||||||||||
Net
transition obligation
|
120 | 120 | 120 | |||||||||
Recognized
net loss
|
202 | 342 | 273 | |||||||||
Net
Periodic Post Retirement Benefit Costs
|
$ | 1,565 | $ | 1,759 | $ | 1,299 |
PBOP Benefits
(in
thousands)
|
2008
|
2007
|
||||||
Change
in prior service (credit)
|
$ | (3,088 | ) | $ | -- | |||
Change
in net (gain) loss
|
(203 | ) | 1,074 | |||||
Amortization
of transition obligation
|
(120 | ) | (120 | ) | ||||
Amortization
of net loss
|
(203 | ) | (342 | ) | ||||
Total
recognized to Regulatory (Liability) Asset
|
$ | (3,614 | ) | $ | 612 |
Amounts
Recognized as a Regulatory Asset at December 31:
|
2008
|
2007
|
||||||
Transition
obligation
|
$ | -- | $ | 602 | ||||
Prior
service cost
|
(2,606 | ) | -- | |||||
Net
(gain) loss
|
3,205 | 3,611 | ||||||
Total
Recognized as a Regulatory Asset
|
$ | 599 | $ | 4,213 |
Estimate
Benefit Cost Amortizations for the periods January 1 - December 31:
|
2009
|
|||
Amortization
of transition obligation
|
$ | -- | ||
Amortization
of prior service cost
|
(406 | ) | ||
Amortization
of net loss (gain)
|
208 | |||
Total
Estimated Net Periodic Benefit Cost Amortizations
|
$ | (198 | ) |
Assumed
health care cost trend rates at December 31:
|
2008
|
2007
|
||||||||||||||
Medical
|
Dental
|
Medical
|
Dental
|
|||||||||||||
Health
care cost trend rate assumed for next year
(1)
|
10.0 | % | 10.0 | % | 10.0 | % | 10.0 | % | ||||||||
Rate
to which the cost trend rate is assumed to decline
|
5.0 | % | 5.0 | % | 5.0 | % | 5.0 | % | ||||||||
Year
that the rate reaches the ultimate trend rate
|
2018
|
2018
|
2017
|
2017
|
(in
thousands)
|
1
Percentage-Point
|
|||||||
Increase
|
Decrease
|
|||||||
Effect
on total of service and interest cost components
|
$ | 219 | $ | (178 | ) | |||
Effect
on post-retirement benefit obligation
|
$ | 868 | $ | (731 | ) |
2008
|
2007
|
|||||||
Equity
|
56 | % | 44 | % | ||||
Fixed
Income
|
44 | % | 56 | % | ||||
Total
|
100 | % | 100 | % |
(in
thousands)
|
||||
2009
|
$ | 368 | ||
2010
|
380 | |||
2011
|
407 | |||
2012
|
454 | |||
2013
|
474 | |||
Years
2014 – 2018
|
3,121 |
For
the Years Ended December 31:
|
2008
|
2007
|
2006
|
|||||||||||||||||||||
Shares
|
Weighted
Average Exercise Price
|
Shares
|
Weighted
Average Exercise Price
|
Shares
|
Weighted
Average Exercise Price
|
|||||||||||||||||||
Options:
|
||||||||||||||||||||||||
Outstanding,
beginning of year
|
106,661 | $ | 24.74 | 180,853 | $ | 24.62 | 202,271 | $ | 24.04 | |||||||||||||||
Granted
|
-- | -- | -- | -- | -- | -- | ||||||||||||||||||
Forfeited
|
-- | -- | -- | -- | -- | -- | ||||||||||||||||||
Terminated
|
-- | -- | (36,286 | ) | 27.71 | (4,456 | ) | 27.95 | ||||||||||||||||
Exercised
|
(11,775 | ) | 18.47 | (37,906 | ) | 21.33 | (16,962 | ) | 16.76 | |||||||||||||||
Outstanding,
end of year
|
94,886 | $ | 25.52 | 106,661 | $ | 24.74 | 180,853 | $ | 24.62 | |||||||||||||||
Exercisable,
end of year
|
94,886 | $ | 25.52 | 106,661 | $ | 24.74 | 171,840 | $ | 24.39 |
Options
Outstanding and Exercisable
|
||||||||||||||
Shares
|
Weighted
Average Remaining Contractual Life (years)
|
Weighted
Average Exercise Price
|
||||||||||||
Range
of prices:
|
||||||||||||||
$ 18.00 - $20.99 | 14,074 | 1.9 | $ | 20.42 | ||||||||||
$ 21.00 - $23.99 | 17,498 | 0.9 | 22.33 | |||||||||||
$ 24.00 - $26.99 | 22,535 | 3.9 | 25.78 | |||||||||||
$ 27.00 - $29.99 | 40,779 | 3.9 | 28.51 | |||||||||||
94,886 | 3.1 | $ | 25.52 |
For
the years ended December 31,
|
2008
|
2007
|
||||||||||||||
Number
of Shares
|
Grant
Date Weighted Average Fair Value
|
Number
of Shares
|
Grant
Date Weighted Average Fair Value
|
|||||||||||||
Non-vested
at beginning of year
|
15,993 | $ | 25.17 | 26,495 | $ | 25.20 | ||||||||||
Granted
|
-- | -- | -- | -- | ||||||||||||
Vested
|
(3,773 | ) | 25.18 | (8,458 | ) | 25.24 | ||||||||||
Forfeited
|
-- | -- | (2,044 | ) | 25.24 | |||||||||||
Non-vested
at end of year
|
12,220 | $ | 25.18 | 15,993 | $ | 25.17 |
For
the years ended December 31,
|
2008
|
2007
|
||||||||||||||
Number
of Shares
|
Grant
Date Weighted Average Fair Value
|
Number
of Shares
|
Grant
Date Weighted Average Fair Value
|
|||||||||||||
Non-vested
at beginning of year
|
22,703 | $ | 24.45 | 18,059 | $ | 25.90 | ||||||||||
Granted
|
17,108 | 23.92 | 13,186 | 22.38 | ||||||||||||
Vested
|
(5,126 | ) | 22.88 | (7,666 | ) | 24.26 | ||||||||||
Forfeited
|
(2,241 | ) | 24.26 | (876 | ) | 24.93 | ||||||||||
Non-vested
at end of year
|
32,444 | $ | 24.43 | 22,703 | $ | 24.45 |
(in
thousands)
|
Revenues
|
Depreciation
|
Other
Operating Expenses
|
Other
Income (Deductions)
|
Interest
Expense (net of AFUDC)
|
Income
Taxes
|
Income
(Loss) from Continuing Operations
|
|||||||||||||||||||||
For
the year ended December 31, 2008
|
||||||||||||||||||||||||||||
Water
Activities
|
$ | 62,288 | $ | 6,438 | $ | 38,027 | $ | (326 | ) | $ | 5,075 | $ | 3,628 | $ | 8,794 | |||||||||||||
Real
Estate Transactions
|
-- | -- | -- | -- | -- | 160 | (160 | ) | ||||||||||||||||||||
Services
and Rentals
|
4,855 | 23 | 3,596 | -- | (6 | ) | 452 | 790 | ||||||||||||||||||||
Total
|
$ | 67,143 | $ | 6,461 | $ | 41,623 | $ | (326 | ) | $ | 5,069 | $ | 4,240 | $ | 9,424 | |||||||||||||
For
the year ended December 31, 2007
|
||||||||||||||||||||||||||||
Water
Activities
|
$ | 60,025 | $ | 6,525 | $ | 35,755 | $ | (1,641 | ) | $ | 4,281 | $ | 3,860 | $ | 7,963 | |||||||||||||
Real
Estate Transactions
|
227 | -- | 101 | -- | -- | (41 | ) | 167 | ||||||||||||||||||||
Services
and Rentals
|
4,411 | 25 | 3,304 | -- | 20 | 411 | 651 | |||||||||||||||||||||
Total
|
$ | 64,663 | $ | 6,550 | $ | 39,160 | $ | (1,641 | ) | $ | 4,301 | $ | 4,230 | $ | 8,781 | |||||||||||||
For
the year ended December 31, 2006
|
||||||||||||||||||||||||||||
Water
Activities
|
$ | 47,927 | $ | 5,881 | $ | 32,166 | $ | (598 | ) | $ | 3,969 | $ | 1,183 | $ | 4,130 | |||||||||||||
Real
Estate Transactions
|
1,002 | -- | 359 | -- | -- | (1,420 | ) | 2,063 | ||||||||||||||||||||
Services
and Rentals
|
4,092 | 36 | 3,189 | -- | 8 | 344 | 515 | |||||||||||||||||||||
Total
|
$ | 53,021 | $ | 5,917 | $ | 35,714 | $ | (598 | ) | $ | 3,977 | $ | 107 | $ | 6,708 |
At
December 31 (in thousands):
|
2008
|
2007
|
||||||
Total
Plant and Other Investments:
|
||||||||
Water
|
$ | 304,591 | $ | 283,641 | ||||
Non-Water
|
676 | 673 | ||||||
Total
Plant and Other Investments
|
305,267 | 284,314 | ||||||
Other
Assets:
|
||||||||
Water
|
64,734 | 73,421 | ||||||
Non-Water
|
2,430 | 3,078 | ||||||
Total
Other Assets
|
67,164 | 76,499 | ||||||
Total
Assets
|
$ | 372,431 | $ | 360,813 |
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
|||||||||||||||||||||||||||||
2008
|
2007
|
2008
|
2007
|
2008
|
2007
|
2008
|
2007
|
|||||||||||||||||||||||||
Operating
Revenues
|
$ | 13,569 | $ | 13,162 | $ | 16,020 | $ | 14,446 | $ | 17,040 | $ | 16,951 | $ | 14,641 | $ | 14,467 | ||||||||||||||||
Total
Utility Operating Income
|
2,812 | 2,412 | 3,982 | 2,969 | 3,994 | 5,021 | 3,187 | 2,852 | ||||||||||||||||||||||||
Income
from Continuing Operations
|
1,705 | 1,475 | 2,951 | 1,862 | 2,835 | 3,899 | 1,933 | 1,545 | ||||||||||||||||||||||||
Net
Income
|
1,705 | 1,475 | 2,951 | 1,862 | 2,835 | 3,899 | 1,933 | 1,545 | ||||||||||||||||||||||||
Basic
Earnings per Common Share – Continuing Operations
|
0.20 | 0.18 | 0.35 | 0.22 | 0.34 | 0.47 | 0.23 | 0.19 | ||||||||||||||||||||||||
Basic
Earnings per Common Share
|
0.20 | 0.18 | 0.35 | 0.22 | 0.34 | 0.47 | 0.23 | 0.19 |
Exhibit
Number
|
Description
|
3.1
|
Certificate
of Incorporation of Connecticut Water Service, Inc. amended and restated
as of April, 1998. (Exhibit 3.1 to Form 10-K for the year ended
12/31/98).
|
3.2
|
By-Laws,
as amended, of Connecticut Water Service, Inc. as amended and restated as
of August 17, 2007. (Exhibit 3.1 to Form 8-K filed on August 21,
2007).
|
3.3
|
Certification
of Incorporation of The Connecticut Water Company effective April, 1998.
(Exhibit 3.3 to Form 10-K for the year ended 12/31/98).
|
3.4
|
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of
Connecticut Water Service, Inc. dated August 6, 2001. (Exhibit 3.4 to Form
10-K for the year ended 12/31/01).
|
3.5
|
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of
Connecticut Water Service, Inc. dated April 23, 2004. (Exhibit 3.5 to Form
10-Q for the quarter ended 3/31/03).
|
4.1
|
Loan
Agreement dated as of October 1, 2003 between the Connecticut Development
Authority and The Connecticut Water Company. (Exhibit 4.12 to Form 10-K
for the year ended 12/31/03).
|
4.2
|
Indenture
of Trust dated as of October 1, 2003 between the Connecticut Development
Authority and The Connecticut Water Company. (Exhibit 4.13 to Form 10-K
for the year ended 12/31/03).
|
4.3
|
Loan
Agreement dated as of October 1, 2003 between the Connecticut Development
Authority and The Connecticut Water Company. (Exhibit 4.14 to Form 10-K
for the year ended 12/31/03).
|
4.4
|
Indenture
of Trust dated as of October 1, 2003 between the Connecticut Development
Authority and The Connecticut Water Company. (Exhibit 4.15 to
Form 10-K for the year ended 12/31/03).
|
4.5
|
Bond
Purchase Agreement dated as of October 10, 2003 among Connecticut
Development Authority, The Connecticut Water Company and A.G. Edwards and
Sons, Inc. (Exhibit 4.16 to Form 10-K for the year ended
12/31/03).
|
4.6
|
Line
of Credit Agreement dated as of March 12, 2004 between Webster Bank and
Connecticut Water Service, Inc. (Exhibit 4.17 to Form 10-Q for the quarter
ended 3/31/04).
|
4.7
|
Bond
Purchase Agreement dated as of March 12, 2004, among The Connecticut Water
Company and A.G. Edwards & Sons, Inc. (Exhibit 4.18 to Form 10-Q for
the quarter ended 3/31/04).
|
4.8
|
Indenture
of Trust, dated as of March 1, 2004, between The Connecticut Water Company
and U.S. Bank National Association, as Trustee. (Exhibit 4.19
to Form 10-Q for the quarter ended 3/31/04).
|
4.9
|
Reimbursement
and Credit Agreement, dated as of March 1, 2004, between The Connecticut
Water Company and Citizen’s Bank of Rhode Island. (Exhibit 4.20 to Form
10-Q for the quarter ended 3/31/04).
|
4.10
|
Letter
of Credit issued by Citizen’s Bank of Rhode Island, dated as of March 4,
2004. (Exhibit 4.21 to Form 10-Q for the quarter ended
3/31/04).
|
4.11
|
Agreement
No. DWSRF 200103-C Project Loan Agreement between the State of Connecticut
and Unionville Water Company under the Drinking Water State Revolving Fund
(DWSRF) Program, dated as of April 19, 2004. (Exhibit 4.22 to
Form 10-Q for the quarter ended 6/30/04).
|
4.12
|
Collateral
Assignment of Water Service Charges and Right to Receive Water Service
Expense Assessments and Security Agreement between Unionville Water
Company and the State of Connecticut, dated as of June 3,
2004. (Exhibit 4.23 to Form 10-Q for the quarter ended
6/30/04).
|
4.13
|
Bond
Purchase Agreement, dated September 1, 2004, among The Connecticut Water
Company, Connecticut Development Authority, and A.G. Edwards & Sons,
Inc. (Exhibit 4.24 to Form 10-Q for the quarter ended
9/30/04).
|
4.14
|
Indenture
of Trust, dated August 1, 2004, between The Connecticut Water Company and
U.S. Bank National Association, as Trustee, 2004A
Series. (Exhibit 4.25 to Form 10-Q for the quarter ended
9/30/04).
|
4.15
|
Indenture
of Trust, dated August 1, 2004, between The Connecticut Water Company and
U.S. Bank National Association, as Trustee, 2004B
Series. (Exhibit 4.26 to Form 10-Q for the quarter ended
9/30/04).
|
4.16
|
Loan
Agreement, dated August 1, 2004, between The Connecticut Water Company and
Connecticut Development Authority for 2004 Series. (Exhibit
4.27 to Form 10-Q for the quarter ended 9/30/04).
|
4.17
|
Loan
Agreement, dated August 1, 2004, between The Connecticut Water Company and
Connecticut Development Authority for 2004B Series. (Exhibit
4.28 to Form 10-Q for the quarter ended 9/30/04).
|
4.18
|
Reimbursement
and Credit Agreement, dated as of August 1, 2004, between The Connecticut
Water Company and Citizen’s Bank of Rhode Island, 2004A
Series. (Exhibit 4.29 to Form 10-Q for the quarter ended
9/30/04).
|
4.19
|
Reimbursement
and Credit Agreement, dated as of August 1, 2004, between The Connecticut
Water Company and Citizen’s Bank of Rhode Island, 2004B
Series. (Exhibit 4.30 to Form 10-Q for the quarter ended
9/30/04).
|
4.20
|
Letters
of Credit, each dated September 2, 2004, between The Connecticut Water
Company and Citizen’s Bank of Rhode Island, with respect to each of the
2004A and 2004B Series Bonds. (Exhibit 4.31 to Form 10-Q for
the quarter ended 9/30/04).
|
4.21
|
Bond
Purchase Agreement, dated October 28, 2005, among The Connecticut Water
Company, Connecticut Development Authority and A.G. Edwards & Sons,
Inc., Connecticut Water 2005A Series. (Exhibit 4.24 to Form 10-K for the
year ended 12/31/05).
|
4.22
|
Loan
Agreement, dated October 1, 2005, between The Connecticut Water Company
and Connecticut Development Authority, Connecticut Water 2005A Series.
(Exhibit 4.25 to Form 10-K for the year ended
12/31/05).
|
4.23
|
Indenture
of Trust, dated October 1, 2005, between Connecticut Development Authority
and U.S. Bank National Association, as Trustee, Connecticut Water 2005A
Series. (Exhibit 4.26 to Form 10-K for the year ended
12/31/05).
|
4.24
|
Insurance
Agreement, dated November 30, 2005, between The Connecticut Water Company
and Financial Guaranty Insurance Company, as Insurer for The Connecticut
Water 2005A Series. (Exhibit 4.27 to Form 10-K for the year ended
12/31/05).
|
4.25
|
Bond
Purchase Agreement, dated November 16, 2005, among The Crystal Water
Company of Danielson, Connecticut Water Service, Inc., Connecticut
Development Authority and A.G. Edwards & Sons, Inc., Crystal Water
2005A Series. (Exhibit 4.28 to Form 10-K for the year ended
12/31/05).
|
4.26
|
Guaranty
dated as of October 1, 2005 from Connecticut Water Service, Inc. to U.S.
Bank National Association, as Trustee, Crystal Water 2005A Series.
(Exhibit 4.29 to Form 10-K for the year ended
12/31/05).
|
4.27
|
Loan
Agreement, dated October 1, 2005, between The Crystal Water Company of
Danielson and Connecticut Development Authority, Crystal Water 2005A
Series. (Exhibit 4.30 to Form 10-K for the year ended
12/31/05).
|
4.28
|
Indenture
of Trust, dated October 1, 2005, between Connecticut Development Authority
and U.S. Bank National Association, as Trustee, Crystal Water 2005A
Series. (Exhibit 4.31 to Form 10-K for the year ended
12/31/05).
|
4.29
|
Insurance
Agreement, dated November 30, 2005, between The Crystal Water Company of
Danielson and Financial Guaranty Insurance Company, as Insurer for the
Crystal Water 2005A Series. (Exhibit 4.32 to Form 10-K for the year ended
12/31/05).
|
4.30
|
First
Amendment to Reimbursement and Credit Agreement, dated as of April 28,
2006, between The Connecticut Water Company and Citizen’s Bank of Rhode
Island, 2004A Series. (Exhibit 10.1 to Form 10-Q for the period
ending 3/31/06).
|
4.31
|
First
Amendment to Reimbursement and Credit Agreement, dated as of April 28,
2006, between The Connecticut Water Company and Citizen’s Bank of Rhode
Island, 2004B Series. (Exhibit 10.2 to Form 10-Q for the period
ending 3/31/06).
|
4.32
|
First
Amendment to Reimbursement and Credit Agreement, dated as of April 28,
2006, between The Connecticut Water Company and Citizen’s Bank of Rhode
Island, 2004 Series Variable Rate, due 2029. (Exhibit 10.3 to Form 10-Q
for the period ending 3/31/06).
|
4.33
|
Bond
Purchase Agreement, dated December 5, 2007, among The Connecticut Water
Company, Connecticut Development Authority, and Edward Jones and Company,
L.P. water facilities Revenue Bonds – 2007A Series
(AMT). (Exhibit 4.33 to Form 10-K for the year ended
12/31/07)
|
4.34
|
Loan
Agreement dated as of December 5, 2007, among The Connecticut Water
Company, and Connecticut Development Authority, Water Facilities Revenue
Bonds – 2007A Series (AMT). (Exhibit 4.34 to Form 10-K for the
year ended 12/31/07)
|
4.35
|
Indenture
of Trust dated as of December 5, 2007, among The Connecticut Water
Company, and Connecticut Development Authority, Water Facilities Revenue
Bonds – 2007A Series (AMT). (Exhibit 4.35 to Form 10-K for the
year ended 12/31/07)
|
10.1
|
Pension
Plan Fiduciary Liability Insurance for The Connecticut Water Company
Employees' Retirement Plan and Trust, Savings Plan of The Connecticut
Water Company and The Connecticut Water Company VEBA Trust
Fund. (Exhibit 10.1 to Registration Statement No.
2-74938).
|
10.2
|
Directors
and Officers Liability and Corporation Reimbursement
Insurance. (Exhibit 10.2 to Registration Statement No.
2-74938).
|
10.3
|
Directors
Deferred Compensation Plan, effective as of January 1, 1980, as amended as
of January 1, 2008. (Exhibit 10.7 to Form 8-K filed on January
30, 2008).
|
10.4
|
Savings
Plan of The Connecticut Water Company, amended and restated effective as
of October 1, 2000. (Exhibit 10.12 to Form 10-K for the year ended
12/31/01).
|
10.4a
|
Trust
Agreement between Connecticut Water Company and Riggs Bank N.A., Trustee,
dated as of June 1, 2002. (Exhibit 10.12.1 to Form 10-K for the
year ended 12/31/03).
|
10.4b
|
Post-EGTRRA
Amendment to the Savings Plan of The Connecticut Water Company, effective
January 1, 2002. (Exhibit 10.12.2 to Form 10-K for the year
ended 12/31/03).
|
10.4c
|
Supplemental
Participation Agreement to the Savings Plan of The Connecticut Water
Company between The Unionville Water Company and Connecticut Water
Company, dated December 30, 2003. (Exhibit 10.12.3 to Form 10-K
for the year ended 12/31/03).
|
10.4d
|
Supplemental
Participation Agreement to the Savings Plan of The Connecticut Water
Company between The Crystal Water Company of Danielson and Connecticut
Water Company, dated December 30, 2003. (Exhibit 10.12.4 to
Form 10-K for the year ended 12/31/03).
|
10.4e
|
Supplemental
Participation Agreement to the Savings Plan of The Connecticut Water
Company between Unionville Water Company and Connecticut Water Company,
dated February 23, 2004. (Exhibit 10.12.5 to Form 10-K for the
year ended 12/31/04).
|
10.4f*
|
Nonstandardized
Adoption Agreement Prototype Cash or Deferred Profit-Sharing
Plan.
|
10.5
|
The
Connecticut Water Company Employees’ Retirement Plan as amended and
restated as of January 1, 1997. (Exhibit 10.11 to Form 10-K for
the year ended 12/31/98).
|
10.5a
|
First
Amendment, dated August 16, 2000 to the amended and restated Connecticut
Water Company Employees’ Retirement Plan effective January 1,
1997. (Exhibit 10.13.1 to Form 10-K for the year ended
12/31/02).
|
10.5b
|
Second
Amendment, dated November 14, 2000 to the amended and restated Connecticut
Water Company Employees’ Retirement Plan effective January 1, 1997.
(Exhibit 10.13.2 to Form 10-K for the year ended
12/31/02).
|
10.5c
|
Third
Amendment, dated November 14, 2001 to the amended and restated Connecticut
Water Company Employees’ Retirement Plan effective January 1, 1997.
(Exhibit 10.13.3 to Form 10-K for the year ended
12/31/02).
|
10.5d
|
Fourth
Amendment, dated August 14, 2002 to the amended and restated Connecticut
Water Company Employees’ Retirement Plan effective January 1, 1997.
(Exhibit 10.13.4 to Form 10-K for the year ended
12/31/02).
|
10.5e
|
Fifth
Amendment, dated August 14, 2002 to the amended and restated Connecticut
Water Company Employees’ Retirement Plan effective January 1,
1997. (Exhibit 10.13.5 to Form 10-K for the year ended
12/31/02).
|
10.5f
|
Sixth
Amendment, dated November 10, 2003 to the amended and restated Connecticut
Water Company Employees’ Retirement Plan effective November 12,
2003. (Exhibit 10.13.6 to Form 10-K for the year ended
12/31/03).
|
10.5g
|
Seventh
Amendment, dated May 12, 2004 to the amended and restated Connecticut
Water Employees’ Retirement Plan effective January 1,
1997. (Exhibit 10.13.7 to Form 10-K for the year ended
12/31/04).
|
10.5h
|
Eighth
Amendment, effective March 28, 2005, to the amended and restated
Connecticut Water Company Employees’ Retirement Plan effective January 1,
1997. (Exhibit 10.5h to Form 10-K for the year ended
12/31/07).
|
10.5i
|
Ninth
Amendment, effective August 9, 2006, to the amended and restated
Connecticut Water Company Employees’ Retirement Plan effective January 1,
1997. (Exhibit 10.5i to Form 10-K for the year ended
12/31/07).
|
10.5j
|
Tenth
Amendment, effective January 1, 2008, to the amended and restated
Connecticut Water Company Employees’ Retirement plan effective January 1,
1997. (Exhibit 10.1 to Form 8-K dated
1/13/09).
|
10.5k
|
Eleventh
Amendment, effective January 1, 2009, to the amended and restated
Connecticut Water Company Employees’ Retirement Plan effective January 1,
1997. (Exhibit 10.2 to Form 8-K dated
1/13/09).
|
10.6
|
November
4, 1994 Amendment to Agreement dated December 11, 1957 between The
Connecticut Water Company (successor to the Thomaston Water Company) and
the City of Waterbury. (Exhibit 10.16 to Form 10-K for year
ended 12/31/94).
|
10.7
|
Agreement
dated August 13, 1986 between The Connecticut Water Company and the
Metropolitan District. (Exhibit 10.14 to Form 10-K for the year
ended 12/31/86).
|
10.8
|
Report
of the Commission to Study the Feasibility of Expanding the Water Supply
Services of the Metropolitan District. (Exhibit 14 to
Registration Statement No. 2-61843).
|
10.9
|
Bond
Exchange Agreements between Connecticut Water Service, Inc., The
Connecticut Water Company Bankers Life Company and Connecticut Mutual Life
Insurance Company dated October 23, 1978. (Exhibit 14 to
Form 10-K for the year ended 12/31/78).
|
10.10
|
Dividend
Reinvestment and Common Stock Purchase Plan, as amended and restated as of
August 19, 2008. (Exhibit 4 to Form S-3, Registration Statement
No. 333-153910, filed on October 8, 2008).
|
10.11
|
Contract
for Supplying Bradley International Airport. (Exhibit 10.21 to
Form 10-K for the year ended 12/31/84).
|
10.12
|
Report
of South Windsor Task Force. (Exhibit 10.23 to Form 10-K for
the year ended 12/31/87).
|
10.13
|
Trust
Agreement for The Connecticut Water Company Welfare Benefits Plan (VEBA)
dated January 1, 1989. (Exhibit 10.21 to Form 10-K for year
ended 12/31/89).
|
10.14
|
1994
Performance Stock Program, as amended and restated as of April 26, 2002.
(Exhibit A to Proxy Statement dated 3/19/02).
|
10.14a
|
First
Amendment to The Connecticut Water Service, Inc. Performance Stock Program
Amended and Restated as of April 26, 2002 (the “Plan”) dated December 1,
2005.
(Exhibit
10.22a to Form 10-K for the year ended
12/31/05).
|
10.14b
|
Second
Amendment to The Connecticut Water Service, Inc. Performance Stock Program
Amended and Restated as of April 26, 2002 (the “Plan”) dated January 1,
2008. (Exhibit 10.5 to 8-K filed on 1/30/08).
|
10.15
|
2004
Performance Stock Program, as of April 23, 2004. (Appendix A to
Proxy Statement dated 3/12/04).
|
10.15a
|
First
Amendment to The Connecticut Water Service, Inc. 2004 Performance Stock
Program, dated January 7, 2004. (Exhibit 10.23f to Form 10-K for the year
ended 12/31/05).
|
10.15b
|
Second
Amendment to The Connecticut Water Service, Inc. 2004 Performance Stock
Program, dated January 1, 2008. (Exhibit 10.6 to Form 8-K filed on
1/30/08).
|
10.15c
|
Connecticut
Water Service, Inc. Performance Stock Program Incentive Stock Option Grant
Form. (Exhibit 10.1 to Form 10-Q for the quarter ended
9/30/04).
|
10.15d
|
Connecticut
Water Service, Inc. Performance Stock Program Non-Qualified Stock Option
Grant Form. (Exhibit 10.2 to Form 10-Q for the quarter ended
9/30/04).
|
10.15e
|
Restricted
Stock Agreement, standard form for officers, dated December 1, 2005
(Exhibit 10.1 to Form 8-K dated 1/13/06).
|
10.15f
|
Long-Term
Performance Award Agreement, standard form for officers, dated January 11,
2006 (Exhibit 10.2 to Form 8-K dated 1/13/06).
|
10.15g
|
Performance
Award Agreement, standard form for officers, dated January 11, 2006
(Exhibit 10.3 to Form 8-K dated 1/13/06).
|
10.16
|
Settlement
Agreement between Connecticut Water Company, Mary J. Healey, Office of
Consumer Counsel of the State of Connecticut, and the Prosecutorial Staff
of the DPUC, dated December 4, 2006. (Exhibit 10.1 to Form 8-K
dated 12/6/06).
|
10.16a
|
Revised
Settlement Agreement between Connecticut Water Company, Mary J. Healey,
Office of Consumer Counsel of the State of Connecticut, and the
Prosecutorial Staff of the DPUC, dated December 20,
2006. (Exhibit 99.1 to Form 8-K dated
1/18/07).
|
10.16b
|
Final
Decision of the Connecticut DPUC, Docket No. 06-07-08, dated January 16,
2007. (Exhibit 99.2 to Form 8-K dated 1/18/07).
|
10.16c
|
Final
Decision of the Connecticut DPUC, Docket No. 06-07-08, dated March 28,
2008. (Exhibit 99.1 to Form 8-K dated 4/3/08).
|
10.17
|
Connecticut
Water Service, Inc. and Subsidiaries Employee Code of Conduct, January 24,
2008.
|
10.18
|
Stock
Purchase Agreement between The Connecticut Water Company and Ellington
Acres Company and the shareholders of Ellington Acres Company, dated as of
July 21, 2008 (Exhibit 10.1 to Form 10-Q for the quarter ended June 30,
2008).
|
10.19*
|
Form
of Amended Restated Employment Agreement with the Company’s executive
officers, including:
a) Peter
J. Bancroft
b) David
C. Benoit
c) Thomas
R. Marston
d) Terrance
P. O’Neill
e) Eric
W. Thornburg
f) Maureen
P. Westbrook
|
10.20*
|
Form
of Amended Restated Employment Agreement with the Company’s executive
officers, including:
a) Kristen
A. Johnson
b) Daniel
J. Meaney
c) Nicholas
A. Rinaldi
|
10.21*
|
Form
of Amended and Restated Supplemental Executive Retirement Agreement with
the Company’s executive officers, including:
a) Peter
J. Bancroft
b) David
C. Benoit
c) Kristen
A. Johnson
d) Thomas
R. Marston
e) Daniel
J. Meaney
f) Terrance
P. O’Neill
g) Nicholas
A. Rinaldi
h) Eric
W. Thornburg
i) Maureen
P. Westbrook
|
10.22
|
Form
of Amended and Restated Deferred Compensation Agreement with the Company’s
executive officers (Exhibit 10.3 to Form 8-K filed on January 30, 2008),
including:
a) Peter
J. Bancroft
b) David
C. Benoit
c) Kristen
A. Johnson
d) Thomas
R. Marston
e) Daniel
J. Meaney
f) Terrance
P. O’Neill
g) Nicholas
A. Rinaldi
h) Eric
W. Thornburg
i) Maureen
P. Westbrook
|
21*
|
Connecticut
Water Service, Inc. Subsidiaries Listing.
|
23.1*
|
Consent
of Independent Registered Public Accounting Firm.
|
31.1*
|
Rule
13a-14 Certification of Eric W. Thornburg, Chief Executive
Officer.
|
31.2*
|
Rule
13a-14 Certification of David C. Benoit, Chief Financial
Officer.
|
32.1*
|
Certification
of Eric W. Thornburg, Chief Executive Officer, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
32.2*
|
Certification
of David C. Benoit, Chief Financial Officer, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
Note:
|
Exhibits
10.1 through 10.5k, 10.13 through 10.15g, and 10.19 through 10.22 set
forth each management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form
10-K.
|
CONNECTICUT
WATER SERVICE, INC.
Registrant
|
|
March
13, 2009
|
By
/s/ Eric
W. Thornburg
Eric
W. Thornburg
Chairman,
President and Chief Executive
Officer
|
Signature
|
Title
|
Date
|
||
/s/ Eric
W. Thornburg
Eric
W. Thornburg
|
Chairman,
President, and Chief Executive Officer (Principal Executive
Officer)
|
March
13, 2009
|
||
/s/ David
C. Benoit
David
C. Benoit
|
Vice
President – Finance, Chief Financial Officer and Treasurer (Principal
Financial Officer)
|
March
13, 2009
|
||
/s/ Nicholas
A. Rinaldi
Nicholas
A. Rinaldi
|
Controller
(Principal Accounting Officer)
|
March
13, 2009
|
Signature
|
Title
|
Date
|
||
/s/ Mary
Ann Hanley
Mary
Ann Hanley
|
Director
|
March
11, 2009
|
||
/s/ Heather
Hunt
Heather
Hunt
|
Director
|
March
11, 2009
|
||
/s/ Mark
G. Kachur
Mark
G. Kachur
|
Director
|
March
11, 2009
|
||
/s/ David
A. Lentini
David
A. Lentini
|
Director
|
March
11, 2009
|
||
/s/ Arthur
C. Reeds
Arthur
C. Reeds
|
Director
|
March
11, 2009
|
||
/s/ Lisa
J. Thibdaue
Lisa
J. Thibdaue
|
Director
|
March
11, 2009
|
||
/s/ Carol
P. Wallace
Carol
P. Wallace
|
Director
|
March
11, 2009
|
||
/s/ Donald
B. Wilbur
Donald
B. Wilbur
|
Director
|
March
11, 2009
|
Description
|
Balance
Beginning of Year
|
Additions
Charged to Income
|
Deductions
From Reserves
(1)
|
Balance
End of Year
|
||||||||||||
Allowance
for Uncollectible Accounts
|
||||||||||||||||
Year
Ended December 31, 2008
|
$ | 352 | $ | 286 | $ | 262 | $ | 376 | ||||||||
Year
Ended December 31, 2007
|
$ | 285 | $ | 265 | $ | 198 | $ | 352 | ||||||||
Year
Ended December 31, 2006
|
$ | 256 | $ | 225 | $ | 196 | $ | 285 |
|
If
more than one Employer is adopting the Plan, complete this section based
on the lead Employer. Additional Employers who are members of
the same controlled group or affiliated service group may adopt this Plan
by completing and executing a Participation Agreement that, once executed,
will become part of this Adoption
Agreement.
|
|
D.
|
Form Of
Business:
|
A.
|
New
Plan:
|
|
This
is a new Plan having an Effective Date of
__________________________
. The
Effective Date may be no earlier than the Plan Year beginning after
December 31, 2001 or if later, the first day of the Plan Year in which it
is adopted.
|
B.
|
Amended and Restated
Plans:
|
C.
|
Amended or Restated Plans for
EGTRRA
:
|
|
G.
|
Frozen
Plan:
|
|
A.
|
“Compensation”
|
|
Select
the definition of Compensation, the Compensation Computation Period, any
Compensation Dollar Limitation and Exclusions from Compensation for each
contribution type from the options listed below. Enter the
letter of the option selected on the lines provided
below. Leave the line blank if no election needs to be made.
The Compensation
Computation Period must be the same as the Limitation Year defined at
Section III(E).
|
Employer
Contribution
Type
|
Compensation
Definition
|
Compensation
Computation
Period
|
Compensation
Dollar
Limitation
|
Exclusions
From
Compensation
|
d
|
a
|
$
|
b,
c, d, g, j
|
|
$
|
Employer
Contribution
Type
|
Compensation
Definition
|
Compensation
Computation
Period
|
Compensation
Dollar
Limitation
|
Exclusions
From
Compensation
|
$
|
||||
$
|
||||
(Formula
1)
|
$
|
|||
(Formula
2)
|
$
|
|||
(Formula
1)
|
$
|
|||
(Formula
2)
|
$
|
|||
N/A
|
N/A
|
|||
$
|
||||
$
|
||||
N/A
|
N/A
|
|
a.
|
Code
Section 3401(a) - W-2 Compensation subject to income tax withholding at
the source, with all pre-tax contributions
excluded.
|
|
b.
|
Code
Section 3401(a) - W-2 Compensation subject to income tax withholding at
the source, with all pre-tax contributions included [Plan defaults to this
election].
|
c.
|
Code
Section 6041/6051 - Income reportable on Form W-2, with all pre-tax
contributions excluded.
|
|
d.
|
Code
Section 6041/6051 - Income reportable on Form W-2, with all pre-tax
contributions included.
|
|
e.
|
Code
Section 415 - All income received for services performed for the Employer,
with all pre-tax contributions
excluded.
|
|
f.
|
Code
Section 415 - All income received for services performed for the Employer,
with all pre-tax contributions
included.
|
|
[
]
|
2.
|
Deemed Compensation from
permitted waiver of group health coverage under a Cafeteria Plan
Arrangement:
The Employer elects to include deemed Code
Section 125 Compensation not available to a Participant in cash in lieu of
group health coverage in the Plan’s definition of
Compensation.
|
|
3.
|
Compensation
Computation Period:
|
|
a.
|
Compensation
paid during a Plan Year while a Participant [Plan defaults to
this election].
|
d.
|
Compensation
paid during the calendar year.
|
|
4.
|
Compensation Dollar
Limitation:
The dollar limitation section does not need to be
completed unless Compensation of less than the Code Section 401(a)(17)
limit of $200,000 is to be used.
When an integrated allocation
formula in Section VI is selected, Compensation cannot be limited to an
amount less than the maximum amount under Code Section
401(a)(17).
|
|
a.
|
There
will be no exclusions from Compensation under the Plan [Plan defaults to
this safe harbor election].
|
|
b.
|
Overtime
|
e.
|
Exclusion
applies only to Participants who are Highly Compensated Employees [safe
harbor].
|
f.
|
Holiday
and vacation pay
|
g.
|
Reimbursements
or other expense allowances, fringe benefits (cash and non-cash), moving
expenses, deferred compensation, and welfare benefits [safe
harbor].
|
h.
|
Post-severance
payments, as described in paragraph 1.17(c)(6) of Basic Plan Document #01.
(This exclusion may apply no earlier than the 2005 Limitation
Year.)
|
i.
|
Compensation
in excess of $
__________________________
for Highly Compensated Employees [safe
harbor].
|
|
B.
|
“Disability”
|
|
[
x
]
|
1.
|
As
defined in the Basic Plan Document #01 [Plan defaults to this
election].
|
|
[
]
|
2.
|
As
defined in the Employer’s Disability Insurance
Plan.
|
|
[
]
|
3.
|
An
individual will be considered to be disabled if he or she is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result
in death or to be of long, continued and indefinite
duration. An individual shall not be considered to be disabled
unless he or she furnishes proof of the existence thereof in such form and
manner as the Secretary of the Treasury may
prescribe.
|
|
C.
|
“Highly Compensated Employees –
Top-Paid Group Election”
|
|
1.
|
Top-Paid Group
Election:
In determining who is a Highly Compensated
Employee, the Employer may make the Top-Paid Group
election. The effect of this election is that an Employee (who
is not a 5% owner at any time during the determination year or the
look-back year) who earned more than $95,000, as indexed for the look-back
year, is a Highly Compensated Employee if the Employee was in the Top-Paid
Group for the look-back year. This election is applicable for
the Plan Year in which this Plan is
effective.
|
|
[
]
|
b.
|
The
Employer makes the Top-Paid Group election [Plan defaults to this
election].
|
|
[
]
|
2.
|
Calendar Year Data
Election:
If the Plan Year is not the calendar year, the
prior year computation period for purposes of determining if an Employee
earned more than $95,000, as indexed, is the calendar year beginning in
the prior Plan Year. This election is applicable for the Plan
Year in which this Plan is
effective.
|
|
D.
|
“Hours Of
Service”
|
|
[
]
|
1.
|
Not
applicable. A Year of Service (Period of Service) is defined
using the Elapsed Time method.
|
|
[
x
]
|
2.
|
On
the basis of actual hours for which an Employee is paid or entitled to
payment [Plan defaults to this
election].
|
|
[
]
|
3.
|
On
the basis of days worked. An Employee shall be credited with
ten (10) Hours of Service if the Employee would be credited with at least
one (1) Hour of Service during the
day.
|
|
[
]
|
4.
|
On
the basis of weeks worked. An Employee shall be credited with
forty-five (45) Hours of Service if the Employee would be credited with at
least one (1) Hour of Service during the
week.
|
|
[
]
|
5.
|
On
the basis of semi-monthly payroll periods. An Employee shall be
credited with ninety-five (95) Hours of Service if the Employee would be
credited with at least one (1) Hour of Service during the semi-monthly
payroll period.
|
|
[
]
|
6.
|
On
the basis of months worked. An Employee shall be credited with
one-hundred-ninety (190) Hours of Service if the Employee would be
credited with at least one (1) Hour of Service during the
month.
|
|
E.
|
“Integration
Level”
|
|
[
x
]
|
1.
|
Not
applicable. Either the Plan's allocation formula is not integrated with
Social Security or there are no Non-Elective Employer Contributions being
made to the Plan [Plan defaults to this
election].
|
|
[
]
|
2.
|
The
Taxable Wage Base.
|
|
[
]
|
3.
|
________
% (not more than
100%) of the Taxable Wage Base.
|
|
[
]
|
4.
|
$
________
, provided that
such amount is not in excess of the amount determined under paragraph
(E)(2) above.
|
|
[
]
|
5.
|
One
dollar over 80% of the Taxable Wage
Base.
|
|
[
]
|
6.
|
20%
of the Taxable Wage Base.
|
|
Unless
elected otherwise below, the Limitation Year shall be the Plan
Year.
|
|
The
twelve (12) consecutive month period commencing on
January 1
and ending on
December
31
.
|
G.
|
“Net
Profit”
|
|
[
x
]
|
1.
|
Not
applicable. Employer contributions to the Plan are not
conditioned on profits [Plan defaults to this
election].
|
|
[
]
|
2.
|
Net
Profits are required for making Employer contributions and are defined as
follows:
|
|
[
]
|
a.
|
As
defined in the Basic Plan Document
#01.
|
|
[
]
|
b.
|
Net
Profits will be defined in a uniform and nondiscriminatory manner which
will not result in a deprivation of an eligible Participant of any
Employer Contribution.
|
|
c.
|
Net
Profits are required for the following types of
contributions:
|
|
[
]
|
iii.
|
Employer
QNEC and QMAC Contributions.
|
|
H.
|
“Plan
Year”
|
|
The
12-consecutive month period commencing on
January 1
and ending on
December
31
.
|
|
[
x
]
|
1.
|
The
date the QDRO is determined to be qualified [Plan defaults to this
election].
|
|
[
]
|
2.
|
The
statutory age fifty (50) requirement applies for purposes of making
distribution to an alternate payee under the provisions of a
QDRO.
|
|
J.
|
“Qualified Joint and Survivor
Annuity”
|
|
[
x
]
|
1.
|
Not
applicable. The Plan is not subject to Qualified Joint and
Survivor Annuity rules. The safe harbor provisions of paragraph 8.7 of the
Basic Plan Document #01 apply. The normal form of payment is a
lump sum. No annuities are offered under the Plan [Plan
defaults to this election].
|
|
[
]
|
2.
|
The
normal form of payment is a lump sum. The Plan does provide for
annuities as an optional form of payment at Section XVI(D) of the Adoption
Agreement. The Plan’s Joint and Survivor Annuity rules are avoided and the
safe harbor provisions of paragraph 8.7 of the Basic Plan Document #01
will apply, unless the Participant elects to receive his or her
distribution in the form of an annuity. If this option is
selected, Section III(K) below must also be
completed.
|
|
[
]
|
3.
|
The
Joint and Survivor Annuity rules are applicable and the survivor annuity
will be
________
%
(50%, 66-2/3%, 75% or 100%) of the annuity payable during the lives of the
Participant and his or her Spouse. If no selection is
specified, 50% shall be deemed
elected.
|
K.
|
“Qualified
Pre-Retirement Survivor Annuity”
|
|
[
]
|
1.
|
The
Qualified Pre-Retirement Survivor Annuity shall be 100% of the
Participant’s Vested Account Balance in the Plan as of the date of the
Participant’s death.
|
|
[
]
|
2.
|
The
Qualified Pre-Retirement Survivor Annuity shall be 50% of the
Participant’s Vested Account Balance in the Plan as of the date of the
Participant’s death.
|
|
The
assets of the Plan shall be valued on the last day of the Plan Year and on
the following Valuation Date(s):
|
Contribution
Type
|
Minimum
Age
|
Service
Requirement
|
Class
Exclusions
|
Eligibility
Computation
Period
|
Entry
Date
|
All
Contributions
|
1
|
3
|
6,
10
|
5
|
|
Elective
Deferrals (including Roth Elective Deferrals, if
applicable)
|
|||||
Voluntary
After-tax Contributions
|
|||||
Required
After-tax Contributions
|
|||||
Matching
Contributions
(Formula
1)
|
|||||
(Formula
2)
|
|||||
QNECs
|
|||||
QMACs
|
|
*
If any age or Service
requirement selected is more restrictive than that which is imposed on any
Employee contribution, that group of Employees will be subject to the ADP
and/or ACP testing as prescribed under applicable IRS
Regulations
|
|
2.
|
Insert
the applicable age in the chart above. The age may not be more
than twenty-one (21).
|
B.
|
Service:
|
|
1.
|
No
Service requirement.
|
|
2.
|
Completion
of
_______
Days of
Service. [No more than 730 Days of Service may be required; if more than
365 days are entered here, Participants must be 100% vested upon entering
the Plan.]
|
|
3.
|
Completion
of
6
months of
Service [No more than twenty-four (24) months of Service may be required;
if more than twelve (12) months are entered here, Participants must be
100% vested upon entering the
Plan.]
|
|
4.
|
Completion
of
_______
months
of Service [No more than twenty-four (24) months of Service may be
required; if more than twelve (12) months are entered here, Participants
must be 100% vested upon entering the
Plan.]
|
|
5.
|
One
(1) Year of Service or Period of
Service.
|
|
6.
|
Two
(2) Years of Service or Periods of
Service.
|
|
7.
|
One
(1) Expected Year of Service. An Employee whose position is
required as a condition of employment to work a Year of Service may enter
after six (6) months of actual
Service.
|
|
8.
|
One
(1) Expected Year of Service. An Employee whose position is
required as a condition of employment to work a Year of Service may enter
after
__________
months of actual Service [must be twelve (12) months or
less].
|
|
9.
|
One
(1) Expected Year of Service. An Employee whose position is
required as a condition of employment to work a Year of Service may enter
after
__________
months of actual Service [must be twelve (12) months or
less].
|
|
10.
|
Completion
of
___________
Hours of Service (1,000 hours or less) within the
___________
month(s)
time period [the monthly period must be a pro-ration of twelve (12) months
or less] following an Employee's commencement of employment. An
Employee who is otherwise eligible who meets the statutory one (1) Year of
Service requirement and any age requirement if applicable, shall
participate in the Plan not later than the earlier of the first day of the
first Plan Year after the Employee has met the statutory requirements or
six (6) months after the day such requirements are
met.
|
|
C.
|
Method for Measuring Service
Eligibility Period (
do not
enter this method in the table above
):
|
|
A
Year of Service for eligibility purposes is defined as follows
(choose
one)
:
|
|
[
]
|
1.
|
Not
applicable.
|
|
[
x
]
|
2.
|
Hours
of Service method. A Year of Service will be credited upon
completion of
1000
Hours of Service. A Year of Service for eligibility purposes
may not be less than one (1) Hour of Service nor greater than 1,000 hours
by operation of law. If left blank, the Plan will use 1,000
hours.
|
|
[
]
|
3.
|
Elapsed
Time method
|
|
D.
|
Employee Class
Exclusions:
|
1.
|
Employees
included in a unit of Employees covered by a collective bargaining
agreement between the Employer and Employee Representatives, if benefits
were the subject of good faith bargaining and if two percent or less of
the Employees are covered pursuant to the agreement are professionals as
defined in Regulations Section 1.410(b)-9, unless participation in this
Plan is specifically provided for in the collective bargaining
agreement. For this purpose, the term “employee representative”
does not include any organization more than half of whose members are
owners, officers, or executives of the
Employer.
|
|
2.
|
Employees
who are non-resident aliens [within the meaning of Code Section
7701(b)(1)(B)] who receive no Earned Income [within the meaning of Code
Section 911(d)(2)] from the Employer which constitutes income from sources
within the United States [within the meaning of Code Section
861(a)(3)].
|
|
3.
|
Employees
compensated on an hourly basis.
|
|
4.
|
Employees
compensated on a salaried basis.
|
|
5.
|
Employees
compensated on a commission basis.
|
|
6.
|
Leased
Employees.
|
|
7.
|
Highly
Compensated Employees.
|
|
8.
|
Key
Employees.
|
|
9.
|
Employees
of any member of the controlled and/or affiliated service group Employer
whose Employer does not affirmatively adopt this
Plan.
|
|
10.
|
The
Plan shall exclude from participation any nondiscriminatory classification
of Employees determined as follows (any exclusion must pass coverage and
nondiscrimination testing):
|
|
E.
|
Eligibility Computation
Period:
|
|
The
initial eligibility computation period shall commence on the date on which
an Employee first performs an Hour of Service and end with the first
anniversary thereof. Each subsequent computation period shall
commence on:
|
|
1.
|
Not
applicable. The Plan has a Service requirement of less than one
(1) year or uses the Elapsed Time method to determine
eligibility.
|
|
2.
|
The
anniversary of the Employee’s employment commencement date and each
subsequent twelve (12) consecutive month period
thereafter.
|
|
3.
|
The
first day of the Plan Year which commences prior to the first anniversary
date of the Employee’s employment commencement date and each subsequent
Plan Year thereafter.
|
|
F.
|
Entry
Date:
|
|
1.
|
The
Employee’s date of hire.
|
|
2.
|
The
first day of the month coinciding with or next following the date on which
an Employee meets the eligibility
requirements.
|
|
3.
|
The
first day of the payroll period coinciding with or next following the date
on which an Employee meets the eligibility requirements, or as soon as
administratively feasible
thereafter.
|
|
4.
|
When
the Days of Service method is selected at Section IV(B)(2), the Entry Date
shall be the day the Employee meets the eligibility requirements, or as
soon as administratively feasible
thereafter.
|
|
5.
|
The
earlier of the first day of the Plan Year, or the first day of the fourth,
seventh or tenth month of the Plan Year coinciding with or next following
the date on which an Employee meets the eligibility
requirements.
|
|
6.
|
The
earlier of the first day of the Plan Year or the first day of the seventh
month of the Plan Year coinciding with or next following the date on which
an Employee meets the eligibility
requirements.
|
|
7.
|
The
first day of the Plan Year following the date on which the Employee meets
the eligibility requirements. If this election is made, the
Service waiting period cannot be greater than one-half year and the
minimum age requirement may not be greater than age twenty and one-half
(20½).
|
|
8.
|
The
first day of the Plan Year nearest the date on which an Employee meets the
eligibility requirements.
This option can only be
selected for Employer related
contributions.
|
|
9.
|
The
first day of the Plan Year during which the Employee meets the eligibility
requirements.
This option can only be
selected for Employer related
contributions.
|
|
10.
|
Other:
________________________
.
|
|
G.
|
Employees on Effective
Date:
|
|
[
x
]
|
1.
|
All
Employees will be required to satisfy both the age and Service
requirements specified above.
|
|
[
]
|
2.
|
Employees
employed on the Plan’s Effective Date do not have to satisfy the age
requirement specified above.
|
|
[
]
|
3.
|
Employees
employed on the Plan's Effective Date do not have to satisfy the Service
requirement specified above.
|
|
H.
|
Special Waiver of Eligibility
Requirements:
|
|
The
age and/or Service eligibility requirements specified above shall be
waived for the eligible Employees specified below who are employed on the
specified date for the contribution type(s) specified. This
waiver applies to either the age or Service requirement or both as elected
below.
|
Waiver
Date
|
Waiver
of Age
Requirement
|
Waiver
of Service
Requirement
|
Contribution
Type
|
All
Contributions
|
|||
Elective
Deferrals (including Roth Elective Deferrals, if
applicable)
|
|||
Matching
Contribution (Formula 1)
|
|||
Matching
Contribution (Formula 2)
|
|||
Non-Elective
Contribution (Formula 1)
|
|||
Non-Elective
Contribution (Formula 2)
|
|||
Safe
Harbor Contribution
|
|||
QNEC
|
|||
QMAC
|
V.
|
RETIREMENT
AGES
|
A.
|
Normal
Retirement:
|
|
[
x
]
|
1.
|
Normal
Retirement Age shall be age
65
[not to exceed
sixty-five (65)].
|
|
[
]
|
2.
|
Normal
Retirement Age shall be the later of attaining age
________
[not to exceed
age sixty-five (65)] or the
________
(not to exceed
the fifth) anniversary of the first day of the first Plan Year in which
the Participant commenced participation in the
Plan.
|
|
3.
|
The
Normal Retirement Date shall be:
|
|
[
x
]
|
a.
|
as
of the date the Participant attains Normal Retirement Age [Plan defaults
to this election].
|
|
[
]
|
b.
|
the
first day of the month next following the Participant’s attainment of
Normal Retirement Age.
|
|
[
x
]
|
2.
|
The
Plan shall have an Early Retirement Age of
55
[not less than age
fifty-five (55)] and completion of
0
Years of
Service.
|
|
3.
|
The
Early Retirement Date shall be:
|
|
[
x
]
|
a.
|
as
of the date the Participant attains Early Retirement Age [Plan defaults to
this election].
|
|
[
]
|
b.
|
the
first day of the month next following the Participant’s attainment of
Early Retirement Age.
|
A.
|
Elective
Deferrals:
|
|
[
]
|
a.
|
in
any amount up to
____________
% (may be no
more than 100%) of Compensation.
|
|
[
x
]
|
b.
|
in
any amount from a minimum of
1
% (may be no less than
1%) to a maximum of
50
% (may be no more than
100%) of their Compensation not to exceed $
__________
[may be no more
than the Code Section 402(g) limit and Code Section 414(v) limit, if
applicable].
|
|
[
x
]
|
c.
|
in
a flat dollar amount from a minimum of $500 (may be no less than $500) to
a maximum of $
_____________
, [may be
no more than the Code Section 402(g) limit and Code Section 414(v) limit,
if applicable] not to exceed
______
% (no more than
100%) of their Compensation.
|
|
[
]
|
d.
|
in
any amount up to the maximum percentage of Compensation and dollar amount
permissible under Code Section 402(g) and 414(v) not to exceed the limits
of Code Section 401(k), 404 and
415.
|
|
[
]
|
e.
|
Highly
Compensated Employees may defer any amount up to ____% (may be no more
than 100%) of Compensation or $__________ [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if
applicable].
|
|
[
x
]
|
f.
|
Catch-up
Contributions may be made by eligible
Participants.
|
|
2.
|
Participants
shall be permitted to terminate their Elective Deferrals (including Roth
Elective Deferrals, if any) at any time upon proper and timely notice to
the Employer. Modifications and reinstatement of Participants’
Elective Deferrals will become effective as soon as administratively
feasible on a prospective basis as provided for
below:
|
Modifications
|
Reinstatement
|
Method
|
|
[
]
|
n/a
|
Upon
_____
days notice
to the Plan Administrator.
|
|
n/a
|
[
]
|
Upon
_____
days notice
to the Plan Administrator.
|
[
]
|
B.
|
Roth Elective
Deferrals:
|
|
C.
|
Bonus
Option:
|
|
[
x
]
|
1.
|
Not
applicable. The Plan’s definition of Compensation excludes bonuses from
deferrable Compensation for both Elective Deferrals and Roth Elective
Deferrals.
|
|
[
]
|
2.
|
Not
applicable. Participants are not permitted to make a separate
deferral election and the Participant’s deferral amount elected on their
Salary Deferral Agreement will also apply to any bonus received by the
Participant for any Plan Year.
|
|
[
]
|
3.
|
The
Employer permits a Participant to amend his or her deferral election to
defer to the Plan an amount not to exceed
__________
% (may be no
more than 100%) or $
_________
[may be no
more than the Code Section 402(g) limit and Code Section 414(v) limit, if
applicable] of any bonus received by the Participant for any Plan
Year.
|
|
[
]
|
D.
|
Automatic
Enrollment:
|
|
[
]
|
2.
|
Automatic
Deferrals:
|
|
a.
|
New
Employees:
Employees who have not met the eligibility
requirements shall have Elective Deferrals withheld in the amount of
________
% (not more than
10%) of Compensation or $
________
[may be no more
than the Code Section 402(g) limit and Code Section 414(v) limit, if
applicable] upon entering the Plan.
|
|
[
]
|
i.
|
On
an annual basis the Elective Deferral limit under the Plan shall be
increased up to a maximum amount determined by the
Employer.
|
|
[
]
|
ii.
|
After
_____
Years of
Service, the amount specified above shall increase to
____
% (no more than 10%)
or $
______
[may be
no more than the Code Section 402(g) limit and Code Section 414(v) limit,
if applicable].
|
|
[
]
|
This
requirement is effective for Employees hired on or after
______________________.
|
|
[
]
|
b.
|
Current
Employees:
Employees who are eligible to participate but
not deferring shall have Elective Deferrals withheld in the amount of
______
% (not more
than 10%) of Compensation or $
_________
[may be no
more than the Code Section 402(g) limit and Code Section 414(v) limit, if
applicable].
|
|
[
]
|
i.
|
On
an annual basis the Elective Deferral limit under the Plan shall be
increased up to a maximum amount determined by the
Employer.
|
|
[
]
|
ii.
|
After
_____ Years of Service, the amount specified above shall increase to
_____% (no more than 10%) or $_______ [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if
applicable].
|
|
[
]
|
c.
|
Current
Participants:
Current Participants who are deferring at
a percentage less than the amount selected herein shall have Elective
Deferrals withheld in the amount of
________
% (not more than
10%) of Compensation or $
________
[may be no more
than the Code Section 402(g) limit and Code Section 414(v) limit, if
applicable].
|
|
[
]
|
i.
|
On
an annual basis the Elective Deferral limit under the Plan shall be
increased up to a maximum amount determined by the
Employer.
|
|
[
]
|
ii.
|
After
_____ Years of Service, the amount specified above shall increase to
_____% (no more than 10%) or $_______ [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if
applicable].
|
E.
|
Voluntary
After-tax Contributions:
|
|
[
x
]
|
1.
|
The
Plan does not permit Voluntary After-tax
Contributions.
|
|
[
]
|
2.
|
Participants
may make Voluntary After-tax Contributions
in any amount from
a minimum of
________
% (may not be
less than 1%) to a maximum of
______
% (may be no more
than 100%) of their Compensation
or
a flat
dollar amount from a minimum of $
____________
(may not be
less than $1,000) to a maximum of $
______________
[may be no more
than the Code Section 402(g) limit and Code Section 414(v) limit, if
applicable].
|
|
[
]
|
3.
|
Participants
may make Voluntary After-tax Contributions in any amount up to the maximum
permitted by law.
|
|
[
]
|
4.
|
The
maximum combined limit of Elective Deferrals, Roth Elective Deferrals, and
Voluntary After-tax Contributions will not exceed ______% (may be no more
than 100%) of Compensation or $_______ [may be no more than the Code
Section 402(g) limit and Code Section 414(v) limit, if
applicable].
|
|
F.
|
Required After-tax
Contributions
(for Thrift
Savings Plans only)
:
|
|
[
x
]
|
1.
|
The
Plan does not permit Required After-tax
Contributions.
|
|
[
]
|
2.
|
Participants
shall be required to make Required After-tax Contributions as
follows:
|
|
[
]
|
b.
|
A
percentage determined by the
Employee.
|
|
[
]
|
c.
|
A
flat dollar amount of $________ [may be no more than the Code Section
402(g) limit and Code Section 414(v) limit, if
applicable].
|
|
[
]
|
d.
|
The
maximum combined limit of Elective Deferrals, Roth Elective Deferrals and
Required After-tax Contributions will not exceed ______% (may be no more
than 100%) of Compensation or $_______ [may be no more than the
Code Section 402(g) limit and Code Section 414(v) limit, if
applicable].
|
|
G.
|
Rollover
Contributions:
|
|
[
]
|
1.
|
The
Plan does not accept Rollover
Contributions.
|
|
[
x
]
|
2.
|
Rollover
Contributions may be made:
|
|
[
]
|
a.
|
after
meeting the eligibility requirements for participation in the
Plan.
|
|
[
x
]
|
b.
|
prior
to meeting the eligibility requirements for participation in the
Plan.
|
|
3.
|
The
Plan will accept a Participant Rollover Contribution of an Eligible
Rollover Distribution from (
check only those that
apply
):
|
|
[
x
]
|
a.
|
A
Qualified Plan described in Code Section 401(a) or
403(a).
|
|
[
x
]
|
b.
|
An
annuity contract described in Code Section
403(b).
|
|
[
]
|
c.
|
An
eligible plan under Code Section 457(b) which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a
state or political subdivision of a
state.
|
|
[
]
|
d.
|
An
Individual Retirement Account (which was not used as a conduit from a
Qualified Plan) or Annuity described in Code Section 408(a) or 408(b) that
is eligible to be rolled over and would otherwise be includable in gross
income.
|
|
4.
|
The
Plan will accept a Direct Rollover of an Eligible Rollover Distribution
from
(check only those
that apply):
|
|
[
x
]
|
a.
|
A
Qualified Plan described in Code Section 401(a) or 403(a), excluding
Voluntary After-tax Contributions.
|
|
[
]
|
b.
|
A
Qualified Plan described in Code Section 401(a) or 403(a), including
Voluntary After-tax Contributions.
|
|
[
x
]
|
c.
|
An
annuity contract described in Code Section 403(b), excluding Voluntary
After-tax Contributions.
|
|
[
]
|
d.
|
An
annuity contract described in Code Section 403(b), including Voluntary
After-tax Contributions.
|
|
[
]
|
e.
|
An
eligible plan under Code Section 457(b) which is maintained by a state,
political subdivision of a state, or an agency or instrumentality of a
state or political subdivision of a
state.
|
|
[
]
|
f.
|
A
Roth Elective Deferral Account if it is a Direct Rollover from another
Roth Elective Deferral Account under a Qualified Plan described in Code
Section 402A(e)(1) and only to the extent the rollover is permitted under
Code Section 402(c).
|
|
H.
|
Deemed IRA
Contributions/Reserved:
|
|
[
]
|
2.
|
Deemed
IRA contributions may be made to this Plan for Plan Years beginning
___________
(may be no
earlier than January 1, 2003):
|
|
[
]
|
a.
|
In
accordance with the Traditional IRA rules as described in the Basic Plan
Document #01. An Individual must meet the eligibility
requirements for participation in the Plan in order to make a “Deemed IRA”
contribution.
|
|
[
]
|
b.
|
In
accordance with the Roth IRA rules as described in the Basic Plan Document
#01. An Individual must meet the eligibility requirements for
participation in the Plan in order to make a “Deemed IRA”
contribution.
|
[
x
]
|
I.
|
Safe Harbor Plan
Provisions:
|
|
[
]
|
a.
|
Only
the ADP Test Safe Harbor provisions are applicable. A formula
in paragraphs (3), (4) or (5) below has been selected and the ADP Safe
Harbor has been satisfied.
|
|
[
]
|
b.
|
Only
the ACP Test Safe Harbor provisions are applicable. No
additional Matching Contributions would be needed in order to satisfy the
ACP Safe Harbor if the Plans satisfies the Basic or Enhanced
Match.
|
|
[
x
]
|
c.
|
Both
the ADP and ACP Test Safe Harbor provisions are applicable. If
both ADP and ACP provisions are
applicable:
|
|
[
x
]
|
i.
|
No
additional Matching Contributions will be made in any Plan Year in which
the Safe Harbor provisions are
used.
|
|
[
]
|
ii.
|
The
Employer may make Matching Contributions in addition to any Safe Harbor
Matching Contributions elected below. [Complete provisions in
Section VI(J) regarding Matching Contributions that will be made in
addition to those Safe Harbor Matching Contributions made
below.]
|
|
[
]
|
2.
|
Designation of Alternate Plan
to Receive Safe Harbor Contribution:
If the Safe Harbor
Contribution as elected below is not being made to this Plan, the name of
the other plan that will receive the Safe Harbor Contribution is:
|
.
|
|
[
]
|
3.
|
Basic Matching Contribution
Formula:
Matching Contributions will be made on behalf
of Participants in an amount equal to 100% of the amount of the Eligible
Participant’s Elective Deferrals that do not exceed 3% of the
Participant’s Compensation and 50% of the amount of the Participant’s
Elective Deferrals that exceed 3% of the Participant’s Compensation but
that do not exceed 5% of the Participant’s
Compensation.
|
|
[
]
|
4.
|
Enhanced Matching Contribution
Formula:
Matching Contributions will be made in an
amount equal to the sum of:
|
|
a.
|
_________
% of the
Participant’s Elective Deferrals that do not exceed
_________
% of the
Participant’s Compensation [insert a number that is three (3) or greater
but not greater than six (6); if a number greater than six (6) is inserted
or if left blank, this will not qualify as an Enhanced Matching
Contribution Formula and the ADP test will apply],
plus
|
|
[
]
|
b.
|
_________
% of the
Participant’s Elective Deferrals that exceed
_________
% of the
Participant’s Compensation but do not exceed
_________
% of the
Participant’s Compensation [insert a number that is three (3) or greater
but not greater than six (6) in the second blank. Both blanks
should be completed so that at any rate of Elective Deferrals, the
Matching Contribution is at least equal to the Matching Contribution
receivable if the Employer were making a Basic Matching
Contribution. The rate of match cannot increase as Elective
Deferrals increase. If a number greater than six (6) is
inserted or if left blank, this will not qualify as an Enhanced Matching
Contribution Formula and the ACP Test will
apply.]
|
|
[
x
]
|
5.
|
Guaranteed Non-Elective
Contribution Formula:
The Employer shall make a
Non-Elective Contribution equal to
3
% (not less than 3%) of
the Compensation of each Eligible
Participant.
|
|
[
]
|
6.
|
Flexible Non-Elective
Contribution Formula:
This provision provides the
Employer with the ability to amend the Plan to comply with the Safe Harbor
provisions during the Plan Year. To provide such option, the
Employer must amend the Plan and indicate on Schedule C that the Safe
Harbor Non-Elective Contribution (not less than 3%) will be made for the
specified Plan Year. Such election must comply with all the
applicable notice requirements.
|
|
7.
|
Limitations on Safe Harbor
Matching Contributions:
If a Safe Harbor Matching
Contribution is made to the Plan:
|
|
[
]
|
a.
|
The
Employer elects to match Safe Harbor Matching Contributions on an annual
basis.
|
|
[
]
|
b.
|
The
Employer elects to match actual Elective Deferrals
made:
|
|
[
]
|
i.
|
on
a payroll basis [Plan defaults to this
election].
|
|
[
]
|
ii.
|
on
a monthly basis.
|
|
[
]
|
iii.
|
on
a Plan Year quarterly basis.
|
|
[
]
|
iv.
|
The
Employer elects to true up Safe Harbor Matching Contributions made to the
Plan on the above basis.
|
|
[
]
|
c.
|
The
Employer will only contribute the Safe Harbor Contribution to Non-Highly
Compensated Employees.
|
[
]
|
J.
|
Matching Employer
Contribution:
|
|
[
]
|
The
Matching Contribution(s) selected below will be deemed an additional
discretionary ACP Test Safe Harbor Matching Contribution in accordance
with the selection made at Section VI(I). The allocation of any
additional Matching Contribution made by the Employer will not exceed 4%
of eligible Compensation.
|
|
[
]
|
The
Matching Contribution(s) selected below will be deemed a discretionary
contribution that will be subject to nondiscrimination
testing.
|
Type
of
Contribution
|
Matching
Contribution (Formula 1)
|
Matching
Computation
Period
|
Limitations
|
Matching
Contribution (Formula 2)
|
Matching
Computation
Period
|
Limitations
|
After-tax
|
||||||
|
If
any election is made with respect to “403(b) Deferrals” above, and if this
Plan is used to fund any Employer Contributions, Employer Contributions
will be based on the Elective Deferrals made to an existing 403(b) plan
sponsored by the Employer.
|
|
Name
of corresponding 403(b) plan, as
applicable:
|
|
Matching Contribution
Formulas for Elective Deferrals and Roth Elective
Deferrals
:
|
a.
|
Percentage of Deferral
Match
: The Employer shall contribute to each eligible
Participant's account an amount equal to
_________
% (no more than
500%) of the Participant's Elective Deferrals up to a maximum of
_________
% (no more than
the Annual Addition limit for the Plan Year) of Compensation or $
_________
[no more than the
Annual Addition limit for the Plan
Year].
|
|
c.
|
Discretionary Match:
The
Employer shall have the right to make a Discretionary Matching
Contribution. The Employer's Matching Contribution shall be
determined by the Employer with respect to each Plan Year’s eligible
Participants. Such contribution shall be in the amount
specified and allocated as follows:
|
|
d.
|
Tiered Match
: The
Employer shall contribute to each eligible Participant's account an amount
equal to:
|
|
________
% of the next
________
% (no more
than 400%) of the Participant's Compensation contributed,
and
|
|
________
% of the next
________
% (no more
than 300%) of the Participant's Compensation
contributed.
|
|
The
percentages specified above may not increase as the rate of Elective
Deferrals or Employee Contributions increase. This formula must
meet Code Section 401(a)(4) and the ACP
Test.
|
|
e.
|
Percentage of Compensation
Match:
The Employer shall contribute to each eligible
Participant’s account
________
% (no less than
1%) of Compensation if the eligible Participant contributes at least
________
% (no more than
100%) of Compensation.
|
|
f.
|
Proportionate Compensation Match:
The
Employer shall contribute to each eligible Participant who defers at least
________
% (may be
no more than 100%) of Compensation, an amount determined by multiplying
such Employer Matching Contribution by a fraction, the numerator of which
is the Participant's Compensation and the denominator of which is the
Compensation of all Participants eligible to receive such an
allocation.
|
|
[
]
|
g.
|
Catch-Up
Contributions:
The Employer elects to match Catch-Up
Contributions under the same formula or formulas as elected
above.
|
|
In
the event that an Excess Contribution is recharacterized as a Catch-up
Contribution, any Matching Contribution made thereon may remain in the
Plan if the Matching Contribution Formula is not otherwise
exceeded.
|
|
Additional Matching
Contribution Formulas for Voluntary After-tax
Contributions:
|
|
h.
|
Percentage of Deferral
Match
: The Employer shall contribute to each eligible Participant's
account an amount equal to
______
% (no less than
1%) of the Participant's Contribution up to a maximum of
______
% (may be no more
than 500%) of Compensation or $
__________
[may be no
more than the Code Section 402(g) limit and Code Section 414(v) limit, if
applicable].
|
|
i.
|
Uniform Dollar Match:
The Employer shall contribute to each eligible Participant’s account
$
________
(no more
than the Annual Addition limit for the Plan Year) if the Participant
contributes at least
________
% (may be no
more than 100%) of Compensation or $
________
[may be no more
than the Code Section 402(g) limit and Code Section 414(v) limit, if
applicable]. The Employer’s contribution will be made up to the
maximum of
_____
%
(may be no more than 500%) of
Compensation.
|
|
j.
|
Discretionary Match:
The Employer shall have the right to make a Discretionary Matching
Contribution. The Employer's Matching Contribution shall be determined by
the Employer with respect to each Plan Year’s eligible
Participants. Such contribution shall be in the amount
specified and allocated as follows:
|
|
Additional Matching
Contribution Formulas for Required After-tax
Contributions:
|
|
k.
|
Percentage of Deferral
Match
: The Employer shall contribute to each eligible Participant's
account an amount equal to
________
% no less than
1%) of the Participant's Contribution up to a maximum of
________
% (may be no
more than 500%) of Compensation or $
__________
[may be no
more than the Code Section 402(g) limit and Code Section 414(v) limit, if
applicable].
|
|
l.
|
Uniform Dollar Match:
The Employer shall contribute to each eligible Participant’s account
$
________
(no more
than the Annual Addition limit for the Plan Year) if the Participant
contributes at least
_______
% (may be no more
than 100%) of Compensation or $
__________
[may be no
more than the Code Section 402(g) limit and Code Section 414(v) limit, if
applicable]. The Employer’s contribution will be made up to the
maximum of
______
%
(may be no more than 500%) of
Compensation.
|
|
m.
|
Discretionary Match:
The Employer shall have the right to make a Discretionary Matching
Contribution. The Employer's Matching Contribution shall be
determined by the Employer with respect to each Plan Year’s eligible
Participants. Such contribution shall be in the amount
specified and allocated as follows:
|
|
Additional Matching
Contribution Formulas for 403(b)
Deferrals:
|
|
n.
|
Percentage of Deferral
Match
: The Employer shall contribute to each eligible Participant's
account an amount equal to
________
% (no less than
1%) of the Participant's deferral up to a maximum of
________
% (may be no
more than 500%) of Compensation or $
__________
[may be no
more than the Code Section 402(g) limit and Code Section 414(v) limit, if
applicable].
|
|
o.
|
Uniform Dollar Match:
The Employer shall contribute to each eligible Participant's account
$
________
(no more
than the Annual Addition limit for the Plan Year) if the Participant
contributes at least
______
% (may be no more
than 100%) of Compensation or $
___________
[may be no
more than the Code Section 402(g) limit and Code Section 414(v) limit, if
applicable]. The Employer’s contribution will be made up to the
maximum of
______
%
(may be no more than 500%) of
Compensation.
|
|
p.
|
Discretionary Match:
The Employer shall have the right to make a Discretionary Matching
Contribution. The Employer's Matching Contribution shall be determined by
the Employer with respect to each Plan Year’s eligible
Participants. Such contribution shall be in the amount
specified and allocated as follows:
|
|
2.
|
Matching Contribution
Computation Period:
The Compensation
or any dollar
limitation imposed in calculating the Matching Contribution will be based
on the period selected below. Matching Contributions will be calculated on
the following basis:
|
a.
|
Payroll
Based e. Monthly
|
3.
|
Limitations
on Matching Formulas:
|
a.
|
Contributions to Participants
who are not Highly Compensated Employees:
Contribution of the
Employer’s Matching Contribution will be made only to eligible
Participants who are Non-Highly Compensated
Employees.
|
|
b.
|
Deferrals withdrawn prior to
the end of the Matching Computation Period:
Matching
Contributions (whether or not Qualified) will not be made on Employee
contributions withdrawn prior to the end of the [
] Matching
Computation Period, or [
] Plan
Year.
|
|
[
]
|
If
elected, this requirement shall apply in the event of a withdrawal
occurring as the result of a termination of employment for reasons of
retirement, Disability or death.
|
|
c.
|
Maximum Plan Limit for Matching
Contributions:
In no event will Matching Contributions exceed
______
% (no more than
500%) of Compensation, or $
_______
(no more than
the Annual Addition limit for the Plan
Year).
|
|
[
]
|
If
elected, this limitation applies to the total of all Elective Deferrals,
Roth Elective Deferrals, Catch-Up Contributions, Voluntary After-tax
Contributions, Required After-tax Contributions and 403(b)
Deferrals made to the Plan for the Plan
Year.
|
|
d.
|
True Up of Matching
Contributions:
The Employer elects to true up Matching
Contributions made to the Plan.
|
[
x
]
|
K.
|
Non-Elective Employer
Contributions:
|
Type of Contribution
|
Allocation Method
|
3
|
|
|
1.
|
Pro-Rata
Formula:
The Employer’s contribution for the Plan Year
shall be allocated to each eligible Participant on a pro-rata basis based
on the Compensation of the Participant to the total Compensation of all
Participants.
|
|
2.
|
Uniform Percentage Formula:
The Employer’s contribution shall be allocated to each eligible
Participant as a uniform percentage of the Employer’s Net
Profit.
|
|
3.
|
Percentage of Compensation
Formula:
The Employer’s contribution shall be
1.5
% of each
Participant's Compensation allocated on a pro-rata basis based on the
Compensation of the Participant to the total Compensation of all
Participants.
Applicable to newly
eligible employees hired on or after January 1,
2009.
|
|
4.
|
Hours of Service
Formula:
The Employer’s contribution shall be a
discretionary amount
|
allocated
in the same dollar amount to each eligible Participant based on each Hour
of
|
Service
performed or each day that the Participant is entitled to
Compensation.
|
5.
|
Uniform Dollar Amount
Formula:
The Employer shall contribute and allocate to
the account of each eligible Participant an equal dollar
amount.
|
|
6.
|
Excess Integrated Contribution
Formula:
The Employer’s contribution shall be
allocated
as
an amount taking into consideration amounts contributed to Social Security
using the four-step Excess Integrated Allocation Formula as described in
the Basic Plan Document #01; the Integration Level is defined at Section
III(E) of this Adoption Agreement.
|
|
7.
|
Base Integrated Contribution
Formula:
The Employer’s contribution shall be
allocated
as
an amount taking into consideration amounts contributed to Social Security
using the two-step Base Integrated Allocation Formula as described in the
Basic Plan Document #01; Employer Contributions shall be allocated as
follows:
_____
% of
each eligible Participant's Compensation, plus
_____
% of Compensation
in excess of the Integration Level defined at Section III(E)
hereof. If the Integration Level selected in Section III(E) is
other than the Taxable Wage Base, the maximum disparity rate will be
adjusted as follows: (a) if the Integration Level selected is greater than
zero (0) but not more than the greater of $10,000 or 20% of the Taxable
Wage Base, the maximum disparity rate will be 5.7%; (b) if the Integration
Level selected is more than the greater of $10,000 or 20% but not more
than 80% of the Taxable Wage Base, the maximum disparity rate will be
4.3%; (c) if the Integration Level selected is more than 80% of the
Taxable Wage Base, but not more than any amount more than 80% of the
Taxable Wage Base, but less than 100% of the Taxable Wage Base, the
maximum disparity rate will be
5.4%.
|
|
8.
|
Uniform Points Contribution
Formula:
The allocation for each eligible Participant will be
determined by a uniform points method. Each eligible Participant’s
allocation shall bear the same relationship to the Employer contribution
as the Participant’s total points bears to all points
awarded. The Employer must grant points for at least age or
Service. Each eligible Participant will receive
_____
points for each of
the following:
|
|
[
]
|
a.
|
_____
year(s) of
age.
|
|
[
]
|
b.
|
_____
Year(s) of Service
determined:
|
|
[
]
|
i.
|
In
the same manner as determined for
eligibility.
|
|
[
]
|
ii.
|
In
the same manner as determined for
vesting.
|
|
[
]
|
iii.
|
Points
will not be awarded with respect to Year(s) of Service in excess of
_____
.
|
|
The
contribution formulas must satisfy the design-based safe harbors described
in the Regulations under Code Section
401(a)(4).
|
|
L.
|
Qualified Matching (QMAC) and
Qualified Non-Elective (QNEC) Employer Contribution
Formulas:
|
|
[
]
|
1.
|
QMAC Contribution
Formula:
The Employer may contribute to each eligible
Participant’s Qualified Matching Contribution account an amount equal to
(select one or more of
the following)
:
|
|
[
] a.
|
$
_________
or
______
% of the
Participant’s Elective Deferrals (including Roth Elective Deferrals, if
applicable).
|
|
[
] b.
|
$
_________
or
______
% of the
Participant’s Elective Deferrals (including
Roth Elective
Deferrals, if applicable) not to exceed
______
% of
Compensation.
|
|
[
]
|
c.
|
$
_________
or
______
% of the
Participant's Voluntary After-tax
Contributions.
|
|
[
]
|
d.
|
$
_________
or
______
% of the
Participant’s Required After-tax
Contributions.
|
|
[
]
|
2.
|
Discretionary QMAC Contribution
Formula:
The Employer shall have the right to make a
discretionary QMAC contribution. The Employer's Matching
Contribution shall be determined by the Employer with respect to each Plan
Year’s eligible Participants. Such contribution shall be in the
amount specified and allocated as follows:
|
|
This
part of the Employer's contribution shall be fully vested when
made.
|
|
[
]
|
3.
|
QNEC Contribution
Formula:
The Employer may contribute to each eligible Participant’s
Qualified Non-Elective Contribution account an amount equal to (select one
or more of the following):
|
|
[
]
|
a.
|
_____
% of Compensation
of all eligible Participants. This part of the Employer’s contributions
shall be fully vested when made.
|
|
[
]
|
b.
|
$
__________
not to exceed
___
% of
Compensation. This part of the Employer’s contribution shall be fully
vested when made and subject to the limitations specified in the Basic
Plan Document #01.
|
|
[
]
|
4.
|
Discretionary Percentage QNEC
Contribution Formula:
The Employer shall have the right
to make a discretionary QNEC contribution which shall be allocated to each
eligible Participant’s account in proportion to his or her Compensation as
a percentage of the Compensation of all eligible
Participants. This part of the Employer's contribution shall be
fully vested when made. This contribution will be made
to:
|
|
[
]
|
b.
|
Only
eligible Participants who are Non-Highly Compensated
Employees.
|
|
[
]
|
5.
|
Discretionary Uniform Dollar
QNEC Contribution Formula:
The Employer shall have the right to
make a discretionary QNEC contribution which shall be allocated to each
eligible Participant’s account in a uniform dollar amount to be determined
by the Employer and allocated in a nondiscriminatory
manner. This part of the Employer’s contribution shall be fully
vested when made. This contribution will be made
to:
|
|
[
]
|
b.
|
Only
eligible Participants who are Non-Highly Compensated
Employees.
|
|
[
]
|
6.
|
Corrective QNEC Contribution
Formula:
The Employer shall have the right to make a
QNEC contribution in the amount necessary to pass the ADP/ACP Test or the
maximum permitted under Code Section 415. This contribution will be
allocated to some or all Non-Highly Compensated Participants designated by
the Plan Administrator. The allocation will be the lesser of the amount
required to pass the ADP/ACP Test, or the maximum permitted under Code
Section 415. This part of the Employer's contribution shall be fully
vested when made.
|
|
[
]
|
7.
|
Qualified Matching
Contributions (QMAC):
|
|
[
]
|
a.
|
For
purposes of the ADP and ACP Tests, all Matching Contributions made to the
Plan will be deemed “Qualified” for purposes of calculating the Actual
Deferral Percentage and/or Actual Contribution Percentage. All
Matching Contributions must be fully vested when
made.
|
|
[
]
|
b.
|
For
purposes of the ADP and ACP Tests, only Matching Contributions made to the
Plan that are needed to meet the Actual Deferral Percentage or Actual
Contribution Percentage Test will be deemed “Qualified” for purposes of
calculating the Actual Deferral Percentage and/or Actual Contribution
Percentage.
All such Matching
Contributions used must be fully vested when
made.
|
|
[
]
|
a.
|
For
purposes of the ADP and ACP Tests, all Non-Elective
Contributions made to the Plan will be deemed “Qualified” for purposes of
calculating the Actual Deferral Percentage and/or Actual Contribution
Percentage.
All Non-Elective
Contributions must be fully vested when
made.
|
|
[
]
|
b.
|
For
purposes of the ADP and ACP Tests, only the Non-Elective Contributions
made to the Plan that are needed to meet the Actual Deferral Percentage or
Actual Contribution Percentage Test will be deemed “Qualified”
for purposes of calculating the Actual Deferral Percentage and/or Actual
Contribution Percentage.
All such
Non-Elective Contributions used must be fully vested when
made.
|
|
[
x
]
|
1.
|
All
participating Employers’ contributions and forfeitures, if applicable,
attributable to each specific contribution source made by such Employer
shall be pooled together and allocated uniformly among all eligible
Participants.
|
|
[
]
|
2.
|
Each
participating Employer’s contribution and forfeitures, if applicable,
attributable to each specific contribution source made by such Employer
shall be allocated only to eligible Participants of the participating
Employer.
|
|
[
x
]
|
1.
|
There
are no allocation requirements for Participants to receive any
contribution made to the Plan; however, a Participant must have received
Compensation from the Employer to be entitled to an allocation of
contributions.
|
|
[
]
|
2.
|
Employer
contributions will be allocated to all Participants employed on the last
day of the Plan Year regardless of hours
worked.
|
|
[
]
|
3.
|
The
Plan is using the Elapsed Time method; contributions will be allocated to
all Participants who have completed
_____
[not more than
twelve (12)] months of Service regardless of the hours
credited. If left blank, the Plan will use twelve (12)
months.
|
|
[
]
|
4.
|
Employer
contributions for a Plan Year will be allocated to all Participants upon
completion of the hours and/or employment requirements
below.
|
|
a.
|
A
Year of Service for allocation accrual purposes cannot be less than one
(1) Hour of Service nor greater than 1,000 hours by operation of law. If
left blank, the Plan will use 1,000 hours. Enter whole digit
numbers only.
|
Contribution
Type
|
Hours
|
|
b.
|
Participants
must be employed on the last day of each quarter of the Plan Year in order
to receive the following
contribution(s):
|
|
[
]
|
All
contributions
|
|
[
]
|
Matching
Contribution (Formula 1)
|
|
[
]
|
Matching
Contribution (Formula 2)
|
|
[
]
|
Non-Elective
Contribution (Formula 1)
|
|
[
]
|
Non-Elective
Contribution (Formula 2)
|
|
[
]
|
QNEC
|
|
[
]
|
QMAC
|
|
c.
|
Participants
must be employed on the last day of the Plan Year in order to receive the
following contribution(s):
|
|
[
]
|
All
contributions
|
|
[
]
|
Matching
Contribution (Formula 1)
|
|
[
]
|
Matching
Contribution (Formula 2)
|
|
[
]
|
Non-Elective
Contribution (Formula 1)
|
|
[
]
|
Non-Elective
Contribution (Formula 2)
|
|
[
]
|
QNEC
|
|
[
]
|
QMAC
|
|
[
]
|
d.
|
Participants
must complete the Hours of Service indicated above
or
be employed
on the last day of the Plan Year to receive the Employer Contribution(s)
selected above.
|
|
5.
|
Employer
Contributions for a Plan Year will be allocated to terminated Participants
who have met the following allocation accrual requirements
(check all applicable
boxes)
:
|
iv.
|
Other
(must be non-
|
|
b.
|
The
last day of employment
|
|
requirement
above will be
|
|
waived
if termination is due to:
|
iv.
|
Other
(must be non-
|
[
]
|
B.
|
Contributions to Disabled
Participants:
|
|
The
Employer will make contributions on behalf of a Participant who is
permanently and totally disabled. These contributions will be based on the
Compensation each such Participant would have received for the Limitation
Year if the Participant had been paid at the rate of Compensation paid
immediately before becoming permanently and totally
disabled. Such imputed Compensation for the disabled
Participant may be taken into account only if the Participant is not a
Highly Compensated Employee. These contributions will be 100%
vested when made.
|
VIII.
|
DISPOSITION
OF FORFEITURES
|
[
x
]
|
1.
|
Not
applicable; all contributions are fully
vested.
|
|
[
]
|
2.
|
Select
one or more methods in which forfeitures associated with the contribution
type will be allocated (
number each item in order of
use
):
|
|
Employer Contribution
Type
|
Disposition
Method
|
Matching
Contributions
|
Contributions
|
|
a.
|
Restoration
of Participant’s forfeitures.
|
|
b.
|
Used
to offset Plan expenses.
|
______________
|
|
c.
|
Used
to reduce the Employer’s
|
Non-Elective
Contribution.
|
Matching
Contribution.
|
|
e.
|
Added
to the Employer’s contribution
|
|
(other
than Matching Contributions or
|
Base
Integration Formula) under the Plan.
|
|
Contribution
under the Plan (these
|
contributions
will be subject to ACP Testing).
|
_________
____
_________
|
|
g.
|
Allocate
to all Participants
|
|
eligible
to share in the allocations
|
|
in
the same proportion that each
|
|
Participant’s
Compensation for the
|
|
year
bears to the Compensation of all
|
other
Participant’s for such year.
|
N/A
|
Participant’s
Compensation for the year.
|
N/A
|
Participant’s
Elective Deferrals for the year.
|
N/A
|
for
such year.
|
N/A
|
|
If
no timely distribution or deemed distribution [pursuant to paragraph
6.5(c) of the Basic Plan Document #01] has been made to a former
Participant, non-vested portions shall be forfeited at the end of the Plan
Year during which the former Participant incurs his or her fifth
consecutive one (1) year Break in Service or Period of Severance for Plans
that use the Elapsed Time Method.
|
|
If
a former Participant has received the full amount of his or her Vested
Account Balance, the non-vested portion of his or her account shall be
forfeited and be disposed of:
|
|
[
]
|
1.
|
during
the Plan Year following the Plan Year in which the forfeiture
arose.
|
|
[
]
|
2.
|
as
of any Valuation or Allocation Date during the Plan Year (or as soon as
administratively feasible following the close of the Plan Year) in which
the former Participant receives full payment of his or her vested
benefit.
|
|
[
]
|
3.
|
as
of the end of the Plan Year during which the former Participant receives
full payment of his or her vested
benefit.
|
|
[
]
|
4.
|
as
of the earlier of the first day of the Plan Year, or the first day of the
seventh month of the Plan Year following the date on which the former
Participant has received full payment of his or her vested
benefit.
|
|
[
]
|
5.
|
as
of the next Valuation or Allocation Date following the date on which the
former Participant receives full payment of his or her vested
benefit.
|
IX.
|
MULTIPLE
PLANS MAINTAINED BY THE EMPLOYER AND TOP-HEAVY
CONTRIBUTIONS
|
[
x
]
|
A.
|
Plans Maintained By The
Employer:
|
[
x
] 1.
|
The
provisions of Article X of the Basic Plan Document #01 will apply as if
the other plan were a Master or Prototype
Plan.
|
|
[
]
|
2.
|
The
Employer has specified below the method under which the plans will limit
total Annual Additions to the Maximum Permissible Amount, and
will properly reduce any Excess Amounts in a manner that precludes
Employer discretion:
|
|
In
the event the Plan is or becomes Top-Heavy, the minimum contribution or
benefit required under Code Section 416 and paragraph 14.3 of the Basic
Plan Document #01 relating to Top-Heavy Plans shall be satisfied in the
elected manner:
|
|
[
x
]
|
1.
|
The
minimum contribution will be satisfied by this
Plan.
|
|
[
]
|
2.
|
The
minimum contribution will be satisfied by (name of other Qualified
Plan):
__
______
|
|
Minimum
contribution or benefit to be provided (specify interest rates and
mortality table, if applicable):
|
|
3.
|
For
any Plan Year during which the Plan is Top-Heavy, the sum of the
contributions (excluding Elective Deferrals) allocated to non-Key
Employees shall not be less than the amount required under the Basic Plan
Document #01. Top-Heavy minimums will be allocated
to:
|
[
]
|
b.
|
only
eligible non-Key Employees who are
Participants.
|
|
[
]
|
4.
|
Matching
Contributions shall not be included when satisfying Top-Heavy
minimum contributions.
|
A.
|
Testing
Elections:
|
|
[
x
]
|
1.
|
The
Plan is not subject to ADP or ACP testing. The Plan does not
offer Voluntary After-tax or Required After-tax Contributions
and it either meets the Safe Harbor provisions of Section VI(I) of this
Adoption Agreement, or it does not benefit any Highly Compensated
Employees.
|
|
[
]
|
2.
|
This
Plan is using the Current Year testing method for purposes of the ADP
Test.
|
|
[
]
|
3.
|
This
Plan is using the Current Year testing method for purposes of the ACP
Test.
|
|
[
]
|
4.
|
This
Plan is using the Prior Year testing method for purposes of the ADP
Test.
|
|
[
]
|
5.
|
This
Plan is using the Prior Year testing method for purposes of the ACP
Test.
|
|
Complete
only when Prior Year testing method election is made and the Employer is
not using the “deemed 3%” rule.
|
|
[
]
|
1.
|
If
this is not a successor Plan, then for the first Plan Year this Plan
permits any Participant to make Elective Deferrals, the ADP used in the
ADP Test for Participants who are Non-Highly Compensated Employees shall
be such first Plan Year’s ADP.
|
|
[
]
|
2.
|
If
this is not a successor Plan, then for the first Plan Year this Plan
permits (a) any Participant to make Employee contributions, (b) provides
for Matching Contributions or (c) both, the ACP used in the ACP Test for
Participants who are Non-Highly Compensated Employees shall be such first
Plan Year’s ACP.
|
[
]
|
C.
|
Recharacterization:
|
|
Forfeitures
of Excess Aggregate Contributions resulting from failure of the ADP Test
and the inability to distribute corresponding Matching Contributions will
be allocated to the Matching Contribution accounts of Non-Highly
Compensated Employees instead of being used to reduce Employer
Contributions for the Plan Year in which the failure
occurred.
|
XI.
|
VESTING
|
[
x
]
|
1.
|
Not
applicable. All contributions are fully
vested.
|
[
]
|
2.
|
Elapsed
Time method.
|
|
[
]
|
3.
|
Hours
of Service method. A Year of Service will be credited upon
completion of
__________
Hours of
Service. A Year of Service for vesting purposes will not be
less than one (1) Hour of Service nor greater than 1,000 hours by
operation of law. [If left blank, the Plan will use 1,000
hours.]
|
|
[
]
|
a.
|
shall
commence on the date on which an Employee first performs an Hour of
Service for the Employer and each subsequent twelve (12) consecutive month
period shall commence on the anniversary
thereof.
|
|
[
]
|
b.
|
shall
commence on the first day of the Plan Year during which an Employee first
performs an Hour of Service for the Employer and each subsequent twelve
(12) consecutive month period shall commence on the anniversary
thereof.
|
|
[
x
]
|
1.
|
Not
applicable. All Service is
recognized.
|
|
[
]
|
2.
|
Service
prior to the Effective Date of this Plan or a predecessor plan is
disregarded when computing a Participant's vested and nonforfeitable
interest.
|
|
[
] 3.
|
Service
prior to a Participant having attained age eighteen (18) is disregarded
when computing a Participant's vested and nonforfeitable
interest.
|
[
]
|
D.
|
Full Vesting of Employer
Contributions for Current
Participants:
|
|
Notwithstanding
the elections above, all Employer contributions made to a Participant’s
account shall be 100% fully vested if the Participant is employed on the
Effective Date of the Plan (or such other date as entered herein):
_________________
. The
operation of this provision may not result in the discrimination in favor
of Highly Compensated Employees.
|
XII.
|
SERVICE
WITH PREDECESSOR ORGANIZATION
|
[
]
|
A.
|
Not
applicable. The Employer does not maintain the plan of a
Predecessor Organization.
|
[
]
|
B.
|
The
Plan will recognize Service with all Predecessor
Organizations.
|
[
x
]
|
C.
|
Service
with the following organization(s) will be recognized for the Plan purpose
indicated:
|
|
[
]
|
D.
|
The
Plan shall recognize
_____
Years of Service
with the Employer(s) named in Section XII(C)
above.
|
XIII.
|
IN-SERVICE
WITHDRAWALS
|
|
[
x
]
|
2.
|
In-service
withdrawals are permitted in the Plan. Participants may
withdraw the following contribution types after meeting the following
requirements
(select one
or more of the following
options)
:
|
|
C.
|
Participants
having completed five (5) years of Plan participation may elect to
withdraw all or any part of their Vested Account
Balance.
|
|
D.
|
Participants
may withdraw all or any part of their Account Balance after having
attained the Plan’s Normal Retirement Age (Normal Retirement Age cannot be
less than age 59½ for in-service withdrawal of Elective Deferrals, Roth
Elective Deferrals, Safe Harbor Contributions, QMACs or
QNECs).
|
|
E.
|
Participants
may withdraw all or any part of their Vested Account Balance after having
attained age
59.5
(not less than age 59½).
|
|
F.
|
Participants
may elect to withdraw all or any part of their Vested Account Balance
which has been credited to their account for a period in excess of two (2)
years.
|
|
G.
|
Available
for withdrawal only if the Participant is 100% vested (an
election at (C), (D), (E) or (F) must also be
made).
|
H.
|
All
requirements selected in (C) through (G) above must be satisfied prior to
a distribution being made from the
Plan.
|
|
[
]
|
1.
|
Hardship
withdrawals are not permitted in the
Plan.
|
|
[
x
]
|
2.
|
Hardship
withdrawals are permitted in the Plan and will be taken from the
Participant’s account as follows
(select one or more of these
options):
|
|
[
x
]
|
a.
|
Participants
may withdraw Elective Deferrals.
|
|
[
] b.
|
Participants
may withdraw Elective Deferrals and any earnings credited as of December
31, 1988 (or if later, the end of the last Plan Year ending before July 1,
1989).
|
|
[
]
|
c.
|
Participants
may withdraw Roth Elective
Deferrals.
|
|
[
]
|
d.
|
Participants
may withdraw Rollover Contributions plus their
earnings.
|
|
[
]
|
e.
|
Participants
may withdraw vested Non-Elective Contributions (Formula 1) plus their
earnings.
|
|
[
]
|
f.
|
Participants
may withdraw vested Non-Elective Contributions (Formula 2) plus their
earnings.
|
|
[
]
|
g.
|
Participants
may withdraw fully vested Non-Elective Contributions (Formula 1) plus
their earnings.
|
|
[
]
|
h.
|
Participants
may withdraw fully vested Non-Elective Contributions (Formula 2) plus
their earnings.
|
|
[
]
|
i.
|
Participants
may withdraw vested Employer Matching Contributions (Formula 1) plus their
earnings.
|
|
[
]
|
j.
|
Participants
may withdraw vested Employer Matching Contributions (Formula 2) plus their
earnings.
|
|
[
]
|
k.
|
Participants
may withdraw Qualified Matching Contributions and Qualified Non-Elective
Contributions plus their earnings, and the earnings on Elective Deferrals
which have been credited to the Participant’s account as of December 31,
1988 (or if later, the end of the last Plan Year ending before July 1,
1989).
|
XIV.
|
LOAN
PROVISIONS
|
[
]
|
A.
|
Participant
loans are not available from the
Plan.
|
[
x
]
|
B.
|
Participant
loans are permitted in accordance with the Employer’s established loan
procedures.
|
|
[
]
|
C.
|
Loan
payments will be suspended under the Plan as permitted under Code Section
414(u) in compliance with the Uniformed Services Employment and
Reemployment Rights Act of 1994.
|
XV.
|
INVESTMENT
MANAGEMENT
|
|
[
]
|
1.
|
The
Employer shall appoint a discretionary Trustee to manage the assets of the
Plan.
|
|
[
]
|
2.
|
The
Employer shall retain investment management responsibility and/or
authority. Unless otherwise appointed, the Trustee shall act in
a nondiscretionary capacity.
|
|
[
x
]
|
3.
|
The
party designated below shall be responsible for the investment of the
Participant’s account. By selecting a box, the Employer is making a
designation as to who will have authority to issue investment directives
with respect to the specified contribution type
(check all applicable
boxes
):
|
.
|
a.
|
All
Contributions
|
n/a
|
n/a
|
[
x
]
|
|
c.
|
Voluntary
After-tax Contributions
|
[
]
|
[
]
|
[
]
|
|
To
the extent that Participant self-direction was previously permitted, the
Employer shall have the right to either make the assets part of the
general fund, or leave them as self-directed subject to the provisions of
the Basic Plan Document #01.
|
B.
|
Limitations
on Participant Directed
Investments:
|
|
[
x
]
|
1.
|
Participants
are permitted to invest among only those investment alternatives made
available by the Employer under the
Plan.
|
|
[
]
|
2.
|
Participants
are permitted to invest in any investment alternative permitted under the
Basic Plan Document #01
|
[
]
|
C.
|
Insurance:
|
XVI.
|
DISTRIBUTION OPTIONS
|
|
A.
|
Timing of Distributions
[both
(1) and (2) must be completed]
:
|
|
1.
|
Distributions
payable as a result of termination for reasons other than death,
Disability or retirement shall be paid
c
[select from the list at
(A)(3) below]
.
|
|
2.
|
Distributions
payable as a result of termination for death, Disability or retirement
shall be paid
c
[select from the list at
(A)(3) below].
|
|
3.
|
Distribution
Options:
|
|
a.
|
As
soon as administratively feasible on or after the Valuation Date following
the date on which a distribution is requested or is otherwise
payable.
|
|
b.
|
As
soon as administratively feasible following the close of the Plan Year
during which a distribution is requested or is otherwise
payable.
|
|
c.
|
As
soon as administratively feasible following the date on which a
distribution is requested or is otherwise payable.
(This option is recommended
for daily valuation plans.)
|
|
d.
|
As
soon as administratively feasible after the close of the Plan Year during
which the Participant incurs
___________
[cannot be
more than five (5)] consecutive one (1) year Breaks in
Service.
|
|
e.
|
Only
after the Participant has attained the Plan's Normal Retirement Age or
Early Retirement Age, if
applicable.
|
|
The
Required Beginning Date of a Participant with respect to the Plan is
(select one from
below):
|
|
[
] 1.
|
The
April 1
of
the calendar year following the calendar year in which the Participant
attains age 70½
|
|
[
] 2.
|
The
April 1 of the calendar year following the calendar year in which the
Participant attains age 70½ except that distributions to a Participant
(other than a 5% owner) with respect to benefits accrued after the later
of the adoption of this Plan or Effective Date of the amendment of this
Plan must commence no later than the April 1 of the calendar year
following the later of the calendar year in which the Participant attains
age 70½ or the calendar year in which the Participant
retires.
|
[
x
] 3.
|
The
later of the April 1 of the calendar year following the calendar year in
which the Participant attains age 70½ or retires except that distributions
to a 5% owner must commence by the April 1 of the calendar year following
the calendar year in which the Participant attains age
70½.
|
|
Option
(3) may only be elected if (i) it corresponds to an amendment previously
made to the Plan pursuant to Regulations Section 1.411(d)-4,
Q&A-10(b), or (ii) it does not eliminate an age 70½ distribution
option as described in the preceding Regulations because either (A) the
Plan is a new Plan or (B) Section XIII(A)(3) is checked or the Plan
already offers a pre-retirement distribution at least as generous as
Section XIII(A)(3).
|
C.
|
Minimum
Distribution Requirements:
|
|
[
] 1.
|
Election to Apply Five (5) Year
Rule to Distributions to Designated Beneficiaries:
If
the Participant dies before distributions begin and there is a Designated
Beneficiary, distribution to the Designated Beneficiary is not required to
begin by the date specified in the Basic Plan Document #01 but the
Participant’s entire interest will be distributed to the Designated
Beneficiary by December 31 of the calendar year containing the fifth
anniversary of the Participant’s
death.
|
|
[
] 2.
|
Election to Allow Participants
or Beneficiaries to Elect Five (5) Year
Rule:
Participants or Beneficiaries may elect on an
individual basis whether the five (5) year rule or the life expectancy
rule described in the Basic Plan Document #01 applies to distributions
after the death of a Participant who has a Designated
Beneficiary. The election must be made no later than the
earlier of September 30 of the calendar year in which distribution would
be required to begin under the Plan, or by September 30 of the calendar
year which contains the fifth anniversary of the Participant’s (or, if
applicable, surviving Spouse’s) death. If neither the
Participant nor Beneficiary makes an election under this paragraph,
distributions will be made in accordance with Article VII of the Basic
Plan Document #01 and, if applicable, the elections in Section XVI(C)(1)
above.
|
|
The
normal form of payment is determined at Section III(J) of this Adoption
Agreement. If option (1) or no selection is made in Section
III(J), then options (4), (5) and (6) in this section cannot be
selected.
|
|
[
x
]
|
1.
|
Lump
sum.
|
|
[
x
]
|
2.
|
Installment
payments.
|
|
[
]
|
3.
|
Partial
payments; the minimum amount will be $
___________
.
|
|
[
]
|
4.
|
Life
annuity.
|
|
[
] 5.
|
Term
certain annuity with payments guaranteed for
________
years [not
to exceed twenty (20)].
|
|
[
]
|
6.
|
Joint
and [
] 50%,
[
] 66-2/3%,
[
] 75% or
[
] 100%
survivor annuity.
|
|
[
x
]
|
1.
|
Cash.
|
|
[
x
]
|
2.
|
Employer
securities.
|
|
[
]
|
3.
|
Other
marketable securities.
|
|
[
]
|
1.
|
The
Plan shall not make involuntary cash-outs to any terminated vested
Participant. Distributions
will only be made with the consent of the
Participant.
|
|
[
x
]
|
2.
|
The
Plan shall make involuntary cash-outs to a terminated vested Participant
as follows:
|
|
[
] a.
|
The
Plan shall make involuntary cash-out distributions of Vested Account
Balances of less than $200. Distribution of amounts $200 or
greater shall only be made with the consent of the
Participant.
|
|
[
x
] b.
|
The
Plan shall make involuntary cash-out distributions of Vested
Account Balances of $1,000 or
less. Distribution of amounts greater than $1,000 shall only be
made with the consent of the
Participant.
|
|
3.
|
When
determining the value of the Participant’s nonforfeitable account balance
for purposes of the Plan’s involuntary cash-out rules, the Plan elects
to:
|
|
[
] a.
|
exclude
Rollover Contributions.
|
|
[
x
]
|
b.
|
include
Rollover Contributions.
|
|
G.
|
Automatic
Rollovers:
|
|
Do
not complete if a selection has been made at Section XVI(F)(1) or (2)
above.
|
|
[
] 1.
|
The
Plan shall make automatic rollovers of Vested Account Balances that are
greater than $1,000 but are not more than $5,000 in accordance with the
provisions of Article VI of the Basic Plan Document
#01.
|
|
[
]
|
2.
|
The
Plan shall make automatic rollovers of Vested Account Balances that are
not more than $5,000 in accordance with the provisions of Article VI of
the Basic Plan Document #01.
|
|
[
]
|
1.
|
Not
applicable.
|
|
[
x
] 2.
|
Distribution
upon severance from employment as described in the Basic Plan Document #01
shall apply for distributions after December 31, 2001 regardless of when
the severance from employment
occurred.
|
|
[
]
|
3.
|
Distribution
upon severance from employment as described in the Basic Plan Document #01
shall apply for distributions after
___________________
(no
earlier than December 31, 2001) for severance from employment occurring
after
December 31,
2001
(enter the Effective Date if different than the Effective Date
above).
|
|
This
Plan may not be used and shall not be deemed to be a Prototype Plan unless
an authorized representative of the Sponsor has acknowledged the use of
the Plan. Such acknowledgment that the Employer is using the
Plan does not represent that the Adoption Agreement (as completed) and
Basic Plan Document #01 have been reviewed by a representative of the
Sponsor or constitute a qualified retirement
plan.
|
|
Acknowledged
and accepted by the Sponsor this __________ day of ________________,
__________.
|
Name:
|
Elizabeth H.
Festa
|
|
Title:
|
Vice
President
|
|
Signature:
|
|
Questions
concerning the language contained in and qualification of the Prototype
should be addressed to:
|
(Position):
Vice
President
|
(Phone Number):
|
203-736-3053
|
|
A.
|
Employer:
|
|
This
Adoption Agreement and the corresponding provisions of Basic Plan Document
#01 are adopted by the Employer this__________ day of
_____________________, ___________.
|
Executed
on behalf of the Employer by:
|
Kristen A
Johnson
|
|
Title:
|
Vice President, Human
Resources
|
|
Signature:
|
|
[
x
]
|
Plan
assets are held in a tax qualified Trust. The Trust provisions
used will be as contained in the Basic Plan Document
#01.
|
|
[
]
|
Plan
assets are held in a tax qualified Trust. The Trust provisions
used will be as contained in the accompanying pre-approved executed Trust
Agreement between the Employer and the Trustee attached
hereto.
|
|
[
]
|
Plan
assets are being held in a Custodial Account arrangement. The
Custodial Account provisions used will be as contained in the Basic Plan
Document #01.
|
|
[
]
|
Plan
assets are being held in a Custodial Account arrangement. The
Custodial Account provisions used will be as contained in the accompanying
pre-approved executed Custodial Account Agreement between the Employer and
the Custodian attached hereto.
|
|
C.
|
Trustee:
|
|
[
]
|
The
Trustee appointed shall act in the capacity of a non-discretionary
directed Trustee.
|
|
[
x
]
|
The
Trustee appointed shall act in the capacity of a discretionary
Trustee.
|
|
Name and
address of Trustee:
|
|
The
Employer's Plan as contained herein is accepted by the Trustee this
____________ day of ____________________,
___________.
|
|
Accepted
on behalf of the Trustee by:
|
Elizabeth H.
Festa
|
|
Title:
|
Vice
President
|
|
Signature:
|
|
Accepted
on behalf of the Trustee by:
|
|
Title:
|
|
Signature:
|
|
Accepted
on behalf of the Trustee by:
|
Title:
|
_________
|
Signature:
|
_____
|
|
|
|
|
D.
|
Custodian:
|
|
Name and
address of Custodian:
|
|
The
Employer's Plan as contained herein is accepted by the Custodian this
__________ day of ________________,
__________.
|
|
Accepted
on behalf of the Custodian by:
|
|
Title:
|
Signature:
|
_____
|
|
Name
and address of any Participating
Employer.
|
[
x
]
|
This
is an adoption of an amendment and/or restatement of a plan currently
maintained by the Participating Employer identified as
follows:
|
|
Title:
|
Corporate Secretary/Director of
Corporate Communications
|
|
SCHEDULE
A
|
|
4.
|
Plan
Provision:
|
|
SCHEDULE
B
|
1.
|
Plan
Provision:
|
2.
|
Plan
Provision:
|
3.
|
Plan
Provision:
|
4.
|
Plan
Provision:
|
5.
|
Plan
Provision:
|
Effective
Date:
|
|
SCHEDULE
E
|
|
MISCELLANEOUS
ADMINISTRATIVE ELECTIONS
|
|
[
]
|
1.
|
ERISA Section
404(c):
The Employer intends to be covered by the
fiduciary liability provisions with respect to Participant-directed
investments under ERISA Section 404(c). Under the terms of this
Plan, Participants (or their Beneficiaries) have a reasonable opportunity
to give instructions to the Plan Administrator in accordance with the
policy set by the Plan Administrator (whether written, oral, or in
electronic form) regarding the choice of investment of their account
balance. The Plan Administrator is obligated to comply with the
Participant’s or Beneficiary’s investment instructions unless complying
with such instructions would result in a prohibited transaction under the
Code, ERISA or the Department of Labor, violate the Plan document, or
jeopardize the Plan’s tax-qualified
status.
|
|
[
x
]
|
2.
|
Fees:
Listed
below are the charges your account will incur as a condition of the
receipt of a benefit under the Plan, depending upon the transaction
involved.
|
|
[
x
]
|
a.
|
Participants
have the ability to take a loan from the Plan. [
x
] There will be a loan
set-up fee of $
80.00
paid from the
account prior to obtaining a loan from the Plan. [ ]
$_____ will be charged on an annual basis until the loan is paid in
full. [
x
] The loan set-up
charge is deducted from the Participant’s account. All other
costs of administering the Plan will be paid by the Employer or from Plan
assets.
|
|
[
]
|
b.
|
The
costs of administering the Plan are shared between Participants and the
Employer.
|
|
[
]
|
c.
|
A
service fee equal to $___ / ___% of a Participant’s account balance will
be charged per [ ] Plan quarter [ ] Plan
Year.
|
|
[
]
|
d.
|
All
costs of administering the Plan will be paid by the Employer or from Plan
assets.
|
|
[
]
|
e.
|
In
order to maintain a self-directed brokerage option, Participants will be
charged an initial fee of $_______ [ ] and annual
fee of $_________.
|
|
[
]
|
f.
|
To
obtain a Hardship distribution, Participants will incur a charge of
$_________.
|
|
[
]
|
g.
|
Qualified
Domestic Relations Order (QDRO) presented to the Plan for payment will be
charged $_______ to the Participant’s/Alternate Payee’s account for
processing.
|
|
[
]
|
h.
|
Other:
|
|
[
]
|
3.
|
Automatic Rollover Of
Distributions:
If a Plan Participant does not elect to
take a distribution and include it in income or have the distribution
rolled over to either a qualified retirement plan or an Individual
Retirement Account (“IRA”), the Plan is required to make a Direct Rollover
of the distribution to an IRA. The Employer as Plan Sponsor has
the authority to execute the documents necessary to establish the IRA
account, and once established, the Trustee/Issuer of the IRA will provide
the Participant with a Disclosure Statement detailing the terms and
conditions as well as any fees imposed on the IRA, including the
procedures regarding the seven (7) day revocation period. The
Plan has selected the following IRA
Trustee/Issuer:
|
1.
|
Definitions
. For
purposes of this Agreement, the following terms shall have the following
meanings:
|
2.
|
Employment.
|
3.
|
Duties of
Employment.
|
4.
|
Compensation.
During
the Term, Company shall pay to Employee as compensation for the services
to be rendered by Employee hereunder the
following:
|
5.
|
Benefits.
During
the Term, Employee shall be entitled to the following
benefits:
|
6.
|
End of Term and Notice
of Termination.
|
(i)
|
Termination
of Employee's employment by Company for
Cause.
|
(ii)
|
The
voluntary termination of Employee's employment by Employee other than for
Good Reason.
|
(iii)
|
The
death of Employee.
|
(iv)
|
Employee's
attainment of age sixty-five (65).
|
(v)
|
Full
compliance by Company with the provisions of Paragraph 7(e) below, if
Employee's employment shall have been terminated by Company during the
Term for any reason
other than
Cause, or if Employee's employment shall have been terminated by reason of
Employee's Disability, or if Employee shall have voluntarily terminated
Employee's employment during the Term for Good
Reason.
|
7.
|
Payment Upon
Termination.
|
8.
|
Confidential
Information.
Employee understands that in the course of
Employee's employment by Company, Employee will receive or have access to
confidential information concerning the business or purposes of Company
and Parent, and which Company and Parent desire to
protect. Such confidential information shall be deemed to
include, but not be limited to, Company's customer lists and information,
and employee lists, including, if known, personnel information and
data. Employee agrees that Employee will not, at any time
during the period ending two (2) years after the date of termination of
Employee's employment, reveal to anyone outside Company or Parent or use
for Employee's own benefit any such information without specific written
authorization by Company or Parent. Employee further agrees not
to use any such confidential information or trade secrets in competing
with Company or Parent at any time during or in the two (2) year period
immediately following the date of termination of Employee's employment
with Company.
|
9.
|
Covenants by Employee
Not to Compete With Company or
Parent.
|
10.
|
No Obligation to
Mitigate.
So long as Employee shall not be in breach of
any provision of Paragraph 8 or 9, Employee shall have no duty to mitigate
damages in the event of a termination and if Employee voluntarily obtains
other employment (including
self-employment),
|
11.
|
Resignation.
In
the event that Employee's services hereunder are terminated under any of
the provisions of this Agreement (except by death), Employee agrees that
Employee will deliver Employee's written resignation as an officer of
Company or Parent, or their subsidiaries and affiliates, to the Board of
Directors, such resignation to become effective immediately, or, at the
option of the Board of Directors, on a later date as specified by the
Board.
|
12.
|
Insurance.
Company
shall have the right at its own cost and expense to apply for and to
secure in its own name, or otherwise, life, health or accident insurance
or any or all of them covering Employee, and Employee agrees to submit to
the usual and customary medical examination and otherwise to cooperate
with Company in connection with the procurement of any such insurance, and
any claims thereunder.
|
13.
|
Release.
As
a condition of receiving payments or benefits provided for in this
Agreement, at the request of Company or Parent, Employee shall execute and
deliver for the benefit of Company and Parent, and any subsidiary or
affiliate of Company or Parent, a general release in the form set forth in
Attachment A, and such release shall become effective in accordance with
its terms. The failure or refusal of Employee to sign such a
release or the revocation of such a release shall cause the termination of
any and all obligations of Company and Parent to make payments or provide
benefits hereunder, and the forfeiture of the right of Employee to receive
any such payments and benefits. Employee acknowledges that
Company and Parent have advised Employee to consult with an attorney prior
to signing this Agreement and that Employee has had an opportunity to do
so.
|
14.
|
Additional
Benefits.
In addition to the other benefits payable to
Employee pursuant to this Agreement, in the event that any payment or
benefit received or to be received by Employee under this Agreement (a
“Payment”) is subject to the excise tax (the “Excise Tax”) imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the
“Code”), or any successor to such Section, as determined by a nationally
recognized independent certified public accounting firm selected by the
Company (the “Tax Advisor”), then the Company shall make an additional
payment to Employee in a lump sum equal to all federal, state and local
taxes imposed on the Employee as a result of payments made under this
Agreement, including the amount of additional taxes imposed upon the
service provider due to the Company’s payment of the initial taxes on such
compensation. Such payment shall be made no later than the end
of the calendar year following the calendar year in which the Employee
remits the related taxes and in the case of a “specified employee,” as
that term is defined under Section 409A of the Code on the date of
termination, shall not be made sooner than the first day of the seventh
month following termination of employment. The determination of
the Tax Advisor as provided herein shall be completed not later than
forty-five (45) days following Employee’s date of termination of
employment, and such determination shall be communicated in writing to
Company, with a copy to Employee within said forty-five (45) day
period. The determination of the Tax Advisor as provided herein
shall be deemed conclusive and binding on Company and
Employee. Company shall pay the fees and other costs of the Tax
Advisor hereunder.
|
15.
|
Notices.
All
notices under this Agreement shall be in writing and shall be deemed
effective when delivered in person to Employee or to the Secretary of
Company and Parent, or if mailed, postage prepaid, registered or certified
mail, addressed, in the case of Employee, to Employee's last known address
as carried on the personnel records of Company, and, in the case of
Company and Parent, to the corporate headquarters, attention of the
Secretary, or to such other address as the party to be notified may
specify by notice to the other
party.
|
16.
|
Successors and Binding
Agreement.
|
17.
|
Arbitration.
Any
dispute which may arise between the parties hereto may, if both parties
agree, be submitted to binding arbitration in the State of Connecticut in
accordance with the Rules of the American Arbitration Association;
provided that any such dispute shall first be submitted to Company's Board
of Directors in an effort to resolve such dispute without resort to
arbitration.
|
18.
|
Severability.
If
any of the terms or conditions of this Agreement shall be declared void or
unenforceable by any court or administrative body of competent
jurisdiction, such term or condition shall be deemed severable from the
remainder of this Agreement, and the other terms and conditions of this
Agreement shall continue to be valid and
enforceable.
|
19.
|
Amendment.
This
Agreement may be modified or amended only by an instrument in writing
executed by the parties hereto.
|
20.
|
Construction.
This
Agreement shall supersede and replace all prior agreements and
understandings between the parties hereto on the subject-matter covered
hereby. This Agreement shall be governed and construed under
the laws of the State of Connecticut. Words of the masculine
gender mean and include correlative words of the feminine
gender. Paragraph
|
21.
|
Deferred
Compensation.
This Agreement has been prepared with
reference to Section 409A of the Internal Revenue Code and shall be
interpreted and administered in a manner consistent with Section
409A.
|
22.
|
Assignment
Prohibited.
Benefits hereunder shall not be subject in
any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment by creditors of the
Employee, Employee’s beneficiary, or estate, and any attempt to
anticipate, alienate, transfer, assign or attach the same shall be
void. The Employee, Employee’s beneficiary or estate shall only
have a contractual right to benefits hereunder and shall have the status
of general unsecured creditors.
|
Name:
|
|||
Signature:
|
Date:
|
||
Received
by:
|
Date:
|
THE
CONNECTICUT WATER COMPANY
|
EMPLOYEE
|
||
By
|
|||
Its
|
|||
CONNECTICUT
WATER SERVICE, INC.
|
|||
By
|
|||
Its
|
2.
|
Employment.
|
(ii)
|
The
voluntary termination of Employee's employment by Employee other than for
Good Reason.
|
(v)
|
Full
compliance by Company with the provisions of Paragraph 7(e) below, if
Employee's employment shall have been terminated by Company during the
Term for any reason
other than
Cause, or if Employee's employment shall have been terminated by reason of
Employee's Disability, or if Employee shall have voluntarily terminated
Employee's employment during the Term for Good
Reason.
|
Name:
|
|||
Signature:
|
Date:
|
||
Received
by:
|
Date:
|
THE
CONNECTICUT WATER COMPANY
|
EMPLOYEE
|
||
By
|
|||
Its
|
|||
CONNECTICUT
WATER SERVICE, INC.
|
|||
By
|
|||
Its
|
Name
|
State
of Incorporation
|
Registrant:
|
|
Connecticut
Water Service, Inc.
|
Connecticut
|
Subsidiaries:
|
|
The
Connecticut Water Company
|
Connecticut
|
Chester
Realty, Inc.
|
Connecticut
|
New
England Water Utility Services, Inc.
|
Connecticut
|
The
Barnstable Holding Company
|
Connecticut
|
The Ellington Acres Company | Connecticut |
1.
|
I
have reviewed this annual report on Form 10-K of Connecticut Water
Service, Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d -15(f)) for the registrant and
have:
|
a.
|
Designed
such disclosure controls and procedures or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
b.
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c.
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such
evaluation;
|
d.
|
Disclosed
in the report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a.
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b.
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal
controls over financial reporting.
|
1.
|
I
have reviewed this annual report on Form 10-K of Connecticut Water
Service, Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d -15(f)) for the registrant and
have:
|
a.
|
Designed
such disclosure controls and procedures or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
b.
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c.
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such
evaluation;
|
d.
|
Disclosed
in the report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a.
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b.
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal
controls over financial reporting.
|