Exhibit 10.1
OTTER TAIL CORPORATION
EXECUTIVE SEVERANCE PLAN
Effective February 6, 2015
OTTER TAIL CORPORATION
EXECUTIVE SEVERANCE PLAN
TABLE OF CONTENTS
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SECTION 1 - INTRODUCTION
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1
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SECTION 2 - DEFINITIONS
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1
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SECTION 3 - ELIGIBILITY FOR SEVERANCE
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2
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SECTION 4 - AMOUNT OF SEVERANCE PAY AND OTHER BENEFITS
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3
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SECTION 5 - WHEN SEVERANCE PAY WILL BE PAID
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3
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SECTION 6 - MISCELLANEOUS PROVISIONS
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3
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SECTION 7 - ADMINISTRATION
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5
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OTTER TAIL CORPORATION
EXECUTIVE SEVERANCE PLAN
SECTION 1 - INTRODUCTION
This Otter Tail Corporation Executive Severance Plan (the “Plan”) is effective for the benefit of designated Employees of Otter Tail Corporation (the “Corporation”) and its affiliates. The Plan is an unfunded employee welfare benefit plan that provides severance benefits to a select group of management or highly compensated employees under the Employee Retirement Income Security Act (ERISA).
The Plan replaces and supersedes all severance agreements, obligations, plans, policies and/or practices of the Employer covering any Employee prior to the date the Employee becomes a Participant as described in Section 3 below, except that the Plan shall not replace or supersede any change in control severance agreement between the Employer and the Employee that provides for severance, termination or other benefits in connection with a change in control or any equity award agreement between the Employer and the Employee.
SECTION 2 - DEFINITIONS
Cause
. “Cause” shall mean the termination of the Employee’s employment by the Employer based upon (i) the willful and continued failure by the Employee substantially to perform the Employee’s duties and obligations (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness or any such actual or anticipated failure resulting from the Employee’s resignation for Good Reason) or (ii) the willful engaging by the Employee in misconduct which is materially injurious to the Corporation or any of its affiliates, monetarily or otherwise. No action or failure to act on the Employee’s part shall be considered “willful” unless done, or omitted to be done, by the Employee in bad faith and without reasonable belief that such action or omission was in the best interests of the Corporation and its affiliates.
Committee
. “Committee” shall mean the Compensation Committee of the Board of Directors of the Corporation and any successor thereto. The Committee shall be the “plan administrator” for purposes of section 3(16) of ERISA.
Disability
. “Disability” shall mean any physical or mental condition that qualifies the Employee for a disability benefit under the Employer’s long-term disability plan.
Employee
. An “Employee” shall mean any management or highly compensated employee
the Employer (or group or class of such employees) designated by the Committee as an Employee for purposes of this Plan and listed on Schedule A attached hereto, as revised from time to time.
Employer
. The “Employer” shall mean, collectively, the Corporation and any affiliate that employs an Employee.
Employment Termination
. “Employment Termination” shall have meaning ascribed to that term in Section 3 of the Plan.
Good Reason
. “Good Reason” shall mean the occurrence of any of the following actions taken by the Employer (without the Employee’s consent) that results in a material negative change to the Employee, except for the occurrence of such action in connection with the termination or reassignment of the Employee for Cause, Disability or death: (i) a breach or alteration of any material term of any employment agreement or change in control agreement to which the Employee is a party without the Employee’s consent; (ii) any reduction in the Employee’s base pay that (either individually or when aggregated with any prior reductions) equals or exceeds 20%; (iii) a modification of the Employer’s incentive compensation program covering the Employee which (either individually or when aggregated with any prior modifications) results in a reduction of 20% or more in combined incentive opportunity at target; or (iv) a material reduction in the aggregate benefits available to the Employee under the retirement programs that apply to the Employee at the time of becoming a participant in this Plan, but excluding 401(k) and ESOP. Any reduction or modification under (ii) and (iii) above shall be disregarded if it is made on the same or substantially similar basis for substantially all senior executives of the Corporation or any affiliate that employs the Employee. For avoidance of doubt, a change in incentive plan metrics does not constitute a modification of incentive opportunity.
Good Reason shall not exist unless the Employee evidences a voluntary resignation for Good Reason by written notice to the Employer given within 30 days after the date of the occurrence of any event that the Employee knows or should reasonably have known constitutes Good Reason for voluntary resignation, and the Employer shall have 30 days from the date the Employer receives the notice to remedy the condition. Such notice need only identify the Employee and set forth in reasonable detail the facts and circumstances claimed to constitute Good Reason. If the Employer fails to timely remedy the condition, the Employee must resign within 10 days following the failure to cure, otherwise the Employee will be deemed to have consented to the action.
Participant
. “Participant” shall have the meaning ascribed to that term in Section 3 of the Plan.
Severance Multiplier
. The “Severance Multiplier” means the severance multiplier specified in Schedule A applicable to an Employee.
SECTION 3 - ELIGIBILITY FOR SEVERANCE
An Employee will become a “Participant” eligible for severance and other benefits under the Plan if: (a) the Employee has had a termination that qualifies as an “Employment Termination”; (b) the Employee is not a party to a change in control severance agreement with the Employer that provides for severance, termination or other benefits for the same Employment Termination; (c) the Employee has returned all property of the Corporation and its affiliates; (d) the Employee has signed and returned to the Employer a separation agreement in a form acceptable to the Employer, in its sole discretion, on or before the deadline communicated to the Employee; and (e) any revocation period described in such separation agreement has expired.
An Employee will no longer be a Participant once all severance benefits have been provided to such Employee under the Plan.
Employment Termination
An Employment Termination for purposes of severance benefit eligibility shall be the Employee’s (i) involuntary employment termination by the Employer without Cause (other than for death or Disability), or (ii) voluntary resignation for Good Reason. An Employee’s employment termination for any other reason is not a qualifying Employment Termination under the Plan.
The determination of whether a termination is a qualifying Employment Termination under the Plan will be made by the Committee, in its sole discretion, and such determination will be conclusive.
Separation Agreement the Employee Must Sign
The agreement the Employee must sign will contain a comprehensive release of claims relating to the Employee’s employment and termination, along with the following: (i) an agreement not to disparage the Corporation and its affiliates; (ii) an agreement not to compete with the Corporation and/or its affiliates for a period of months following the Employment Termination corresponding to the Employee’s Severance Multiplier (
e.g
, if the Severance Multiplier is 1.5, the non-compete period is 18 months, and if the Severance Multiplier is 2, the non-compete period is 24 months,
etc
.); an agreement not to solicit employees or vendors of the Corporation and/or its affiliates for a period of months following the Employment Termination corresponding to the Employee’s Severance Multiplier; and an assignment of intellectual property the Employee created or conceived within the scope of the Employee’s duties with the Corporation and/or its affiliates. If the Employee breaches the separation agreement in any material respect, the Employee may be required to repay to the Employer the severance benefits provided to the Employee.
SECTION 4 - AMOUNT OF SEVERANCE PAY AND OTHER BENEFITS
Upon an Employment Termination, a Participant will be entitled to a severance benefit equal to the Employee’s Severance Multiplier in Schedule A times the sum of: (i) the Employee’s annual base salary in effect when the Employment Termination occurs (but disregarding any decrease thereof that constituted “Good Reason”); and (ii) the target bonus under the Employee’s applicable annual bonus plan for the fiscal year in which the Employment Termination occurs (but disregarding any decrease thereof that constituted “Good Reason” and, for avoidance of doubt, excluding any long-term incentive compensation for which the Employee is eligible).
Offsets
. The Employer has the right to reduce the Employee’s severance pay by any amounts owed by the Employee to the Employer. In addition, if an Employee becomes entitled to or receives any severance, termination or notice payments under any Federal, State or other law (for example, any WARN law, but excluding state unemployment compensation benefits) or otherwise, the Employee’s severance pay under the Plan will be reduced by the amount of such other payments paid or payable.
SECTION 5 - WHEN SEVERANCE PAY WILL BE PAID
Severance pay under the Plan will be paid to the Employee in a lump sum as soon as practicable (generally, within two pay periods) after the Employee signs the required separation agreement and any revocation period under such separation agreement has expired, subject to the limitations under Section 6.H. below.
SECTION 6 - MISCELLANEOUS PROVISIONS
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A.
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Amendment and Termination
. The Corporation reserves the right, in its sole discretion, to amend or terminate the Plan, in whole or in part, at any time and for any reason; provided that no amendment or termination may materially and adversely alter or impair an Employee’s rights or benefits under this Plan without the written consent of the Employee.
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B.
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Severability
. If any of the Plan’s provisions are found to be unlawful, such finding will not affect the Plan’s other provisions unless such finding makes impossible or impracticable the Plan’s functioning, in which case appropriate provisions will be adopted so that the Plan may continue to function.
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C.
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Incompetency
. If the Committee finds that a Participant is unable to care for his/her affairs, and a claim for Plan benefits has not been made by a duly appointed legal representative, such benefits may be paid in any manner the Committee determines, and such payment will be a complete discharge of liability for Plan benefits to which such Participant was entitled.
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D.
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Not an Employment Contract
. Nothing contained in this Plan is intended to create any liability of the Employer to retain any Employee in its service. All Employees remain subject to termination as if the Plan had not been established.
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E.
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Financing
. Severance benefits payable under the Plan will be paid out of the general assets of the Employer. No Participant’s right to receive payments under the Plan will be secured by any assets of the Corporation or its affiliates.
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F.
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Nontransferability
. A Participant has no right to assign or otherwise dispose of any interest under the Plan, nor may any right be assigned or transferred by operation of law.
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G.
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Legally-Required Withholdings
. Benefits under the Plan will be subject to all legally-required withholdings, including tax withholdings.
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H.
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409A Limitation
. The Plan is intended to qualify as an involuntary separation arrangement that is exempt from section 409A of the Internal Revenue Code (“Section 409A”). Specifically, any benefits paid within the Applicable 2-1/2 Month Period (as defined below) are intended to constitute separate payments (for purposes of Treasury Regulation § 1.409A-2(b)(2)) that are exempt from Section 409A pursuant to the “short-term deferral” rule set forth in Treasury Regulation § 1.409A-1(b)(4). To the extent that any benefits do not qualify for the foregoing exemptions, such benefits are intended to be exempt from section 409A under the “involuntary separation pay plan” exception set forth in Treasury Regulation § 1.409A-1(b)(9)(iii), up to the maximum extent permitted by said provision (generally, two times the lesser of the Employee’s annualized compensation or the compensation limit then in effect under section 401(a)(17) of the Code). Benefits in excess of the maximum shall be delayed as necessary to avoid application of Section 409A (unless otherwise exempt). The term “Employment Termination” shall be interpreted to mean a “separation from service” as that term is defined under Section 409A to the extent necessary to qualify the arrangement as an involuntary separation arrangement. “Applicable 2-1/2 Month Period” means the period beginning upon the Employee’s Employment Termination and ending 2-1/2 months after the later of (i) the end of the calendar year in which the Employee’s Employment Termination occurred, or (ii) the end of the Employer’s fiscal year in which the Employee’s Employment Termination occurred.
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I.
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Governing Law
. To the extent not preempted by federal law, this Plan shall be governed by and construed in accordance with the internal laws of the State of Minnesota, without giving effect to the conflicts of laws principles thereof.
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SECTION 7 - ADMINISTRATION
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A.
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Claim Procedure
. An individual who believes he/she is eligible for benefits under the Plan, or believes he/she is eligible for benefits that are different from those being offered to the individual, may submit a written claim with the Committee. Any such claim must be submitted within 180 days after the employment termination upon which the claim is based, and any claim submitted after that period will be denied as untimely. The claim will be reviewed by one or more individuals appointed by the Committee to serve as the claim administrator under the Plan.
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The claimant will be informed of the claim administrator’s decision regarding the claim within 90 days after it is filed. Under special circumstances, the claim administrator may require an additional period of not more than 90 days to review a claim. If this occurs, the claimant will be notified in writing as to the length of the extension, the reason for the extension, and any other information needed in order to process the claim. If a claimant is not notified within the 90-day period (or 180-day period, if so extended), the claimant may consider the claim to be denied.
If a claim is denied, in whole or in part, the claimant will be notified in writing of the specific reason(s) for the denial, the Plan provision(s) on which the decision was based, what additional material or information is relevant to the case and what procedure the claimant should follow to get the claim reviewed again. The claimant then has 60 days to appeal the decision to the
Committee
. The appeal must be submitted in writing to the
Committee
. A claimant may request to review pertinent documents and may submit a written statement of issues and comments.
A decision as to a claimant’s appeal will be made within 60 days after the appeal is received. Under special circumstances, the
Committee
may require an additional period of not more than 60 days to review an appeal. If this occurs, the claimant will be notified in writing as to the length of the extension, not to exceed 120 days from the day on which the appeal was received.
If a claimant’s appeal is denied, in whole or in part, the claimant will be notified in writing of the specific reason(s) for the denial and the Plan provision(s) on which the decision was based. The
Committee
’s decision on an appeal will be final and binding on all parties and persons affected. If a claimant is not notified within the 60-day (or 120-day, if so extended) period, the claimant may consider the appeal to be denied.
The claim procedure in the Plan, including appeals, must be fully exhausted and a final determination made by the
Committee
before a claimant may file a lawsuit based on a denial of Plan benefits. Any lawsuit for Plan benefits must be filed within one year after the
Committee
’s final determination of the claim for benefits.
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B.
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Plan Interpretations and Benefit Determinations
. The Plan is administered and operated by the
Committee
who has complete authority and sole discretion to interpret the Plan’s terms (and any related documents), and to determine eligibility for, and amounts of, benefits under the Plan. All such interpretations and determinations (including factual determinations) by the
Committee
will be final and binding upon affected parties.
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The
Committee
may, subject to limitations under applicable law or securities exchange rules, delegate such powers and duties as are deemed desirable to the Chief Executive Officer or one or more other individuals, in which case every reference made to the
Committee
will be deemed to mean or include such individuals as to matters within their jurisdiction.
If any individual to whom authority has been delegated hereunder shall also be an Employee in the Plan, the individual shall have no authority with respect to any matter specially affecting his or her individual interest in the Plan.
Otter Tail Corporation
4334 18
th
Avenue SW
Suite 200
Fargo, ND 58103
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AGENT FOR SERVICE OF LEGAL PROCESS:
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General Counsel
Otter Tail Corporation
4334 18
th
Avenue SW
Suite 200
Fargo, ND 58103
SCHEDULE A
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Name
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Date Added
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Timothy J. Rogelstad
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1.5
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2/06/2015
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Paul Knutson
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1.5
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2/06/2015
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Chuck MacFarlane
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2.0
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4/13/2015
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John Abbott
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1.5
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4/13/2015
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Exhibit 10.2
OTTER TAIL CORPORATION
2014 STOCK INCENTIVE PLAN
2015 RESTRICTED STOCK AWARD AGREEMENT
FOR DIRECTORS
This Restricted Stock Award Agreement is between Otter Tail Corporation, a Minnesota corporation (the “Corporation”), and the person named in the attached Restricted Stock Award Certificate for Directors who is a Non-employee Director (“Director”) of the Corporation effective as of the date of grant (the “Grant Date”) set forth in the attached Restricted Stock Award Certificate for Directors.
WHEREAS, the Corporation, pursuant to the Otter Tail Corporation 2014 Stock Incentive Plan (the “Plan”), wishes to award to the Director a number of the Corporation’s Common Shares, par value $5.00 per share (the “Common Shares”), subject to certain restrictions and on the terms and conditions contained in this Agreement and in the attached Restricted Stock Award Certificate for Directors, which is made a part hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Corporation and the Director hereby agree as follows:
1.
Award of Restricted Stock
. The Corporation hereby grants to the Director, effective as of the Grant Date, an award of restricted stock for that number of Common Shares set forth in the attached Restricted Stock Award Certificate for Directors (the “Shares”), on the terms and conditions set forth in this Agreement, the Restricted Stock Award Certificate for Directors and the Plan.
2.
Rights of the Director with Respect to the Shares
. With respect to the Shares, the Director shall be entitled at all times on and after the date of issuance of the Shares to exercise the rights of a shareholder of Common Shares of the Corporation, including the right to vote the Shares and the right to receive dividends thereon as provided in Section 8 hereof, unless and until the Shares are forfeited pursuant to Section 5(b) hereof. The rights of the Director with respect to the Shares shall remain forfeitable at all times prior to the date or dates on which such rights become vested, and the restrictions with respect to the Shares lapse, in accordance with Section 3, 4 or 5(a) hereof.
3.
Vesting
. Subject to the terms and conditions of this Agreement, the Shares shall vest, and the restrictions with respect to the Shares shall lapse, in installments on the dates and in the amounts set forth in the attached Restricted Stock Award Certificate for Directors if the Director remains continuously a Director of the Corporation until the respective vesting dates.
4.
Change of Control
. Notwithstanding the vesting provision contained in Section 3 above, but subject to the other terms and conditions set forth herein, upon the occurrence of a Change in Control (as defined in the Plan) prior to any termination of the Director’s service on the Board, the Director shall become immediately and unconditionally vested in all of the Shares, and the restrictions with respect to all of the Shares shall lapse.
5.
Early Vesting; Forfeiture
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(a) If the Director’s service on the Corporation’s Board ceases for reason of disability, retirement from the Board or death prior to the vesting of the Shares pursuant to Section 3 or 4 hereof, the Director or the Director’s legal representatives, beneficiaries or heirs, as the case may be, shall become immediately vested, as of the date of such disability, retirement or death, in all of the unvested Shares, and the restrictions with respect to all of such Shares shall lapse. No transfer by will or the applicable laws of descent and distribution of any Shares which vest by reason of the Director’s death shall be effective to bind the Corporation unless the Committee shall have been furnished with written notice of such transfer and a copy of the will or such other evidence as the Committee may deem necessary to establish the validity of the transfer.
(b) If the Director’s service on the Corporation’s Board ceases for reasons other than disability, retirement or death prior to the vesting of the Shares pursuant to Section 3 or 4 hereof, the Director’s rights to all of the unvested Shares shall be immediately and irrevocably forfeited, including the right to vote such Shares and the right to receive cash dividends.
6.
Restriction on Transfer
. Until the Shares vest pursuant to Section 3, 4 or 5(a) hereof, none of the Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered, and no attempt to transfer the Shares, whether voluntary or involuntary, by operation of law or otherwise, shall vest the transferee with any interest or right in or with respect to the Shares.
7.
Issuance and Custody of Certificates
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(a) The Corporation shall cause to be issued uncertificated book-entry shares, registered in the Director’s name, representing the Shares. These Shares shall be held as restricted Shares until the vesting dates, be subject to an appropriate stop-transfer order and shall bear the following restrictive legend:
“The Common Shares represented by book-entry are subject to forfeiture and are subject to the restrictions against transfer as contained in the Otter Tail Corporation 2014 Stock Incentive Plan and a Restricted Stock Award Agreement between Otter Tail Corporation and the registered owner of such shares. Release from such restrictions, terms and conditions shall be made only in accordance with the provisions of the Plan and the Agreement, copies of which are on file in the office of the Secretary of Otter Tail Corporation.”
(b) Upon execution of this Agreement, the Director shall execute and deliver to the Corporation a stock power or stock powers relating to the Shares.
(c) After any Shares vest pursuant to Section 3, 4 or 5(a) hereof, and following payment of the applicable withholding taxes pursuant to Section 9 hereof, the Corporation shall promptly cause to be issued a certificate or certificates, registered in the Director’s name or in the name of the Director’s legal representatives, beneficiaries or heirs, as the case may be, representing such vested Shares (less any shares withheld to pay withholding taxes), free of the legend provided in Section 7(a) hereof and any stop-transfer order with respect to such Shares, and shall cause such certificate or certificates to be delivered to the Director or the Director’s legal representatives, beneficiaries or heirs, as the case may be.
8.
Distributions and Adjustments
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(a) If any Shares vest in the Director subsequent to any change in the number or character of the Common Shares of the Corporation (through recapitalization, stock split, stock dividend, reorganization, merger, consolidation or otherwise), the Director shall then receive upon such vesting the number and type of securities or other consideration which the Director would have received if such Shares had vested prior to the event changing the number or character of the outstanding Common Shares.
(b) Any additional Common Shares of the Corporation, any other securities of the Corporation and any other property (except for cash dividends or other cash distributions) distributed with respect to the Shares prior to the date or dates the Shares vest shall be subject to the same restrictions, terms and conditions as the Shares to which they relate and shall be promptly deposited with the Secretary of the Corporation or a custodian designated by the Secretary.
(c) Any cash dividends or other cash distributions payable with respect to the Shares shall be distributed to the Director at the same time cash dividends or other cash distributions are distributed to shareholders of the Corporation generally.
9.
Income Tax Matters
. The Director acknowledges that the Director will consult with the Director’s personal tax advisor regarding the income tax consequences of the grant of the Shares, or any other matters related to this Agreement. Income taxes will not be withheld in connection with the vesting of shares under this Agreement.
10.
Miscellaneous
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(a) The Corporation shall reserve and keep available such number of Common Shares as will be sufficient to satisfy the requirements of this Agreement.
(b) The Corporation shall not be required to deliver any Shares until the requirements of any federal or state securities laws, rules or regulations or other laws or rules (including the rules of any securities exchange) as may be determined by the Corporation to be applicable are satisfied.
(c) If any of the shares covered by this Agreement are not registered under the Securities Act of 1933 at the time of their issuance hereunder, the Director represents and agrees that all such shares purchased under this grant will be acquired for investment and not for resale.
(d) As used in this Agreement, the term “Common Shares” shall mean the Common Shares of the Corporation as authorized at the Grant Date and “Fair Market Value” shall have the meaning ascribed to them in the Plan.
(e) This grant of Shares is granted pursuant to the Plan and is subject to all the terms and conditions contained therein. A copy of the Plan is available to the Director upon request.
(f) This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.
(g) Headings in this Agreement are for convenience of reference only and shall not be deemed in any way to be material or relevant to the construction or interpretation of this Agreement or any provision hereof.
(h) THIS RESTRICTED STOCK AWARD AGREEMENT FOR DIRECTORS IS ATTACHED TO AND MADE A PART OF A RESTRICTED STOCK AWARD CERTIFICATE FOR DIRECTORS AND SHALL HAVE NO FORCE OR EFFECT UNLESS SUCH RESTRICTED STOCK AWARD CERTIFICATE FOR DIRECTORS IS DULY EXECUTED AND DELIVERED BY THE CORPORATION AND THE DIRECTOR.
* * * * * * * *
OTTER TAIL CORPORATION
2014 STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD CERTIFICATE FOR DIRECTORS
This certifies the award of restricted stock as specified below which has been granted under the Otter Tail Corporation 2014 Stock Incentive Plan (the “Plan”), the terms and conditions of which are incorporated by reference herein and made a part hereof. In addition, the award shown in this Certificate is nontransferable and is subject to the terms and conditions set forth in the attached 2015 Restricted Stock Award Agreement for Directors of which this Certificate is a part.
[Name and address of recipient]
[Social Security Number of recipient]
You have been granted the following Award:
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Grant Type:
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Restricted Stock
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Number of Common Shares:
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Grant Date:
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April 13, 2015
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Vesting Schedule:
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Date
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Percentage of
Restricted Stock Vested
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April 8, 2016
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25%
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April 8, 2017
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25%
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April 8, 2018
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25%
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April 8, 2019
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25%
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By the Corporation’s and your signature below, it is agreed that this award of restricted stock is governed by the terms and conditions of the 2015 Restricted Stock Award Agreement for Directors, a copy of which is attached and made a part of this document, and the Corporation’s 2014 Stock Incentive Plan, a copy of which is enclosed.
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OTTER TAIL CORPORATION
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By:
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Chuck MacFarlane
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Its: President and CEO
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[Name of Recipient]
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