Document/Exhibit Description Pages Size
1: 10-K Mitchell Energy 10-K 1994 25 138K
2: EX-4.A To Mitchell 10-K 12 38K
3: EX-10.F To Mitchell 10-K 21 40K
4: EX-10.G To Mitchell 10-K 19 39K
5: EX-10.J To Mitchell 10-K 26 92K
6: EX-12 To Mitchell 10-K 2± 10K
7: EX-13 To Mitchell 10-K 70 350K
8: EX-21 To Mitchell 10-K 2± 9K
9: EX-23 To Mitchell 10-K 1 7K
10: EX-99.A To Mitchell 10-K 1 7K
11: EX-99.B To Mitchell 10-K 1 7K
Exhibit 10(g)
MITCHELL ENERGY & DEVELOPMENT CORP.
EXCESS BENEFIT PLAN
(Amended and Restated Effective as of January 1, 1992)
MITCHELL ENERGY & DEVELOPMENT CORP.
EXCESS BENEFIT PLAN
(Amended and Restated Effective as of January 1, 1992)
TABLE OF CONTENTS
[Download Table]
Article Section Page
------- ------- ----
I Establishment and Purpose
-------------------------
1.1 Establishment and Amendment of Plan 1
1.2 Purpose 1
1.3 Application of the Plan 2
II Definitions and Construction
----------------------------
2.1 Definitions 3
2.2 Gender and Number; Headings 3
2.3 Incorporation of the Retirement Plan 3
III Participation
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3.1 Eligibility 5
3.2 Participation 5
IV Benefits
--------
4.1 Amount of Benefits 6
4.2 Form of Payment and Commencement Date 6
4.3 Vesting 7
4.4 Death Benefits 7
V Administration
--------------
5.1 Administration 8
5.2 Finality of Determination 8
5.3 Expenses 8
5.4 Indemnification and Exculpation 8
VI Funding of the Plan
-------------------
6.1 Funding 10
VII Merger, Amendment, and Termination
----------------------------------
7.1 Merger, Consolidation, or Acquisition 11
7.2 Amendment and Termination 11
VIII Adoption Procedure
------------------
8.1 Adoption Procedure 12
8.2 Withdrawal of Participating Employer 12
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MITCHELL ENERGY & DEVELOPMENT CORP.
EXCESS BENEFIT PLAN
(Amended and Restated Effective as of January 1, 1992)
TABLE OF CONTENTS
(Continued)
[Download Table]
Article Section Page
------- ------- ----
IX General Provisions
------------------
9.1 Nonalienation 13
9.2 Effect on Other Benefit Plans 13
9.3 Severability 13
9.4 Applicable Law 13
9.5 Employer-Employee Relationship 14
9.6 Incompetence 14
9.7 Binding on Employer, Eligible
Participants and Their Successors 14
9.8 Tax Liability 15
Participating Employers Under The
Mitchell Energy & Development
Corp. Excess Benefit Plan 16
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MITCHELL ENERGY & DEVELOPMENT CORP.
EXCESS BENEFIT PLAN
(Amended and Restated Effective as of January 1, 1992)
Article I. Establishment and Purpose
1.1. Establishment and Amendment of Plan. MITCHELL ENERGY &
DEVELOPMENT CORP., a Texas corporation ("Company") presently maintains an
unfunded excess benefit plan as described in two separate documents designated
as the "Mitchell Energy & Development Corp. Excess Supplemental Retirement
Plan" and the "Mitchell Energy & Development Corp. Supplemental Retirement
Plan," both effective as of February 1, 1984. Said plan is hereby amended and
restated as set forth herein effective as of January 1, 1992, and is renamed
and shall be known as the "Mitchell Energy & Development Corp. Excess Benefit
Plan" ("Plan").
1.2 Purpose. The Plan was established and is maintained for the
purpose of providing Eligible Participants who are eligible to receive benefit
payments under the "Mitchell Energy & Development Corp. Retirement Plan," as
amended and restated effective as of February 1, 1989 and as amended thereafter
("Retirement Plan"), such portion of such benefit payments as would have been
payable to such Eligible Participants under the Retirement Plan if the maximum
annual benefit limitations under Code section 415 had not been applied to such
benefit payments. In this regard, it is the intent that the Plan meets the
requirements and be classified as an "excess benefit plan" as described in
section 3(36) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and as such that the Plan be exempt from the requirements of
Title I of ERISA. The Plan is not intended to satisfy the qualification
requirements of Code section 401.
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1.3 Application of the Plan. The terms of this Plan are applicable
only to or with respect to those Participants who are eligible to receive a
Pension benefit under the Retirement Plan on or after January 1, 1992, and who
become Eligible Participants under this Plan on or after such date.
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Article II. Definitions and Construction
2.1 Definitions. All terms used in this Plan shall have the same
meanings assigned to them under the provisions of the Retirement Plan, unless
otherwise qualified by the context hereof. Notwithstanding the prior sentence,
the following terms shall have the meanings set forth below, unless their
context clearly indicates to the contrary:
(a) "Eligible Participant" means an individual who satisfies the
conditions of Sections 3.1 and 3.2.
(b) "Employer" means the Company and each other Employer who is a
participating Employer under the Retirement Plan and who has
elected to become a participating Employer under this Plan as
provided in Article VIII.
(c) "Participant" means an individual who has qualified as a
"Participant" under the Retirement Plan and who maintains such
status at any relevant date.
(d) "Plan" means the "Mitchell Energy & Development Corp. Excess
Benefit Plan" as set forth in this document and as the same may
be amended from time to time.
(e) "Retirement Plan" means the "Mitchell Energy & Development Corp.
Retirement Plan," as amended and restated effective as of
February 1, 1989, and as the same may thereafter be amended from
time to time.
2.2 Gender and Number; Headings. Except when otherwise indicated by
the context, any masculine terminology when used in this Plan shall also
include the feminine gender, and the definition of any term in the singular
shall also include the plural. Headings of Articles and Sections herein are
included solely for convenience, and if there is any conflict between such
headings and the text of the Plan, the text shall control.
2.3 Incorporation of the Retirement Plan. The Retirement Plan is
hereby incorporated by reference into and shall form a part of this Plan as
fully as if set forth herein verbatim. Any
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amendment made to the Retirement Plan shall also be incorporated by reference
into and form a part of this Plan, effective as of the effective date of such
amendment. The Retirement Plan, whenever referred to in this Plan, shall mean
the Retirement Plan as amended, as it exists as of the date any determination
is made of benefits payable under this Plan.
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Article III. Participation
3.1 Eligibility. A Participant who is entitled to retirement
benefits, or a person entitled to survivor benefits with respect to such
Participant, pursuant to the Retirement Plan will be eligible for payments
under this Plan provided payments that would otherwise have been made under the
Retirement Plan to or with respect to such Participant have been reduced by the
limitations on such payments set forth in the Retirement Plan, as required by
Code section 415.
3.2 Participation. A person who is eligible for retirement or
survivor benefits as described in Section 3.1 shall become an Eligible
Participant in the Plan as of the first day of the calendar month in which such
person meets the eligibility conditions in Section 3.1.
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Article IV. Benefits
4.1 Amount of Benefits.
(a) In General. If benefits under the Retirement Plan become
payable at or after age 65 in the form of a single life annuity
to a Participant who is an Eligible Participant, the monthly
excess retirement benefit payable under this Plan to such
Eligible Participant shall be equal to the difference between
the amount in (1) and the amount in (2) where--
(1) is the amount of the monthly normal retirement benefit
that would have been payable under the Retirement Plan
to such Eligible Participant if the provisions of the
Retirement Plan were administered without regard to the
benefit limitations of Code section 415; and
(2) is the amount of the monthly normal retirement benefit
payable to such Eligible Participant under the
Retirement Plan.
(b) Payments at Other Times and Other Forms. If benefits under the
Retirement Plan become payable at a time other than as provided
in Section 4.1(a) or in a form of payment other than single life
annuity, the amount of the monthly excess retirement benefit
payable under this Plan shall be the actuarial equivalent of the
amount specified in Section 4.1(a), computed using the same
actuarial factors and assumptions used to compute the benefit
payable under the Retirement Plan.
4.2 Form of Payment and Commencement Date.
(a) Form of Payment. The benefits payable under this Plan shall be
paid to the same recipients and in the same form and at the same
time or times as the limited benefits are payable to the
recipients under the Retirement Plan and shall cease to any
recipient at the same time
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as benefits payable to such recipient under the Retirement Plan
shall cease.
(b) Lump Sum Option. If the lump sum actuarial equivalent of any
benefits payable under this Plan is $10,000 or less, the
Committee, in its sole discretion, may pay such benefits due the
recipient under this Plan in the form of such lump sum amount.
The actuarial assumptions for computing the lump sum amount
shall be determined by the Committee. The payment of the lump
sum shall be in full discharge of the Employer's obligations
under the Plan to the eligible recipient of such benefits.
(c) Commencement Date. Excess retirement benefits payable under
Section 4.1 shall commence as of the same date that benefits
commence under the Retirement Plan. However, upon application
by an Eligible Participant prior to benefit commencement under
the Retirement Plan, the Committee may, in its sole discretion,
determine that benefit payments under this Plan to such Eligible
Participant shall commence on a later benefit commencement date,
as agreed to by the Committee.
4.3 Vesting. An Eligible Participant shall become vested in the
benefits payable under Section 4.1 at the same time that he becomes vested
under the Retirement Plan. However, an Eligible Participant (or any benefit
recipient) shall have no right to a benefit under this Plan if the Committee or
the Company determines that the Eligible Participant engaged in a willful,
deliberate, or gross act of commission or omission which is injurious to the
finances or reputation of the Company or any of its affiliates.
4.4 Death Benefits. In the event any death benefit payable under
the Retirement Plan prior to commencement of the Pension payable thereunder is
limited by Code section 415, the amount by which such death benefit is so
limited shall be payable hereunder at the same time, to the same person, and in
the same manner as the death benefit payable under the Retirement Plan.
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Article V. Administration
5.1 Administration. This Plan shall be administered by the
Committee appointed pursuant to the terms of the Retirement Plan. The
Committee shall administer this Plan in a manner consistent with the
administration of the Retirement Plan, except that this Plan shall be
administered as an unfunded plan which is not intended to meet the
qualification requirements of Code section 401. The Committee shall have the
same rights and authority granted to it under the Retirement Plan, which shall
include the full power and authority to interpret, construe and administer this
Plan. The Committee shall establish and maintain such accounts or records as
the Committee may from time to time consider necessary. Members of the
Committee shall not participate in any action or determination regarding their
own benefits under the Plan.
5.2 Finality of Determination. The determination of the Committee
as to any disputed questions arising under this Plan, including questions of
construction and interpretation shall be final, binding, and conclusive upon
all persons.
5.3 Expenses. The expenses of administering this Plan shall be
borne by the Employers in the proportions determined by the Committee.
5.4 Indemnification and Exculpation. The members of the Committee,
its agents, and officers, directors, and employees of the Company or any other
Employer shall be indemnified and held harmless by the Employer against and
from any and all loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by them in connection with or resulting from any claim,
action, suit, or proceeding to which they may be a party or in which they may
be involved by reason of any action taken or failure to act under this Plan and
against and from any and all amounts paid by them in settlement (with the
Company's written
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approval) or paid by them in satisfaction of a judgment in any such action,
suit, or proceeding. The foregoing provision shall not be applicable to any
person if the loss, cost, liability, or expense is due to such person's gross
negligence or willful misconduct.
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Article VI. Funding of the Plan
6.1 Funding. All amounts paid under this Plan shall be paid from
the general assets of the participating Employers. Benefits shall be reflected
on the accounting records of the Employers, but neither this Plan nor the
maintenance of such accounting records shall be construed to create, or require
the creation of a trust, custodial account, or escrow account with respect to
any Eligible Participant. No Eligible Participant shall have any right, title,
or interest whatsoever in or to any investment reserves, accounts, or funds,
that the Employers may purchase, establish, or accumulate to aid in providing
the unfunded benefit payments described in the Plan. Nothing contained in this
Plan, and no action taken pursuant to its provisions, shall create, or be
construed to create, a trust or fiduciary relationship of any kind between an
Employer or the Committee and an Eligible Participant or any other person.
Eligible Participants shall not acquire any interest under the Plan greater
than that of an unsecured general creditor of an Employer. The Trust Fund of
the Retirement Plan shall not be liable for any benefits accrued under this
Plan.
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Article VII. Merger, Amendment, and Termination
7.1 Merger, Consolidation, or Acquisition. In the event of a
merger, consolidation, or acquisition where an Employer is not the surviving
organization, unless the successor or acquiring organization shall elect to
continue and carry on the Plan, this Plan shall terminate with respect to such
Employer, and no additional benefits shall accrue for the Eligible Participants
of such organization. Unpaid benefits shall continue to be paid as scheduled
unless the successor or acquiring organization elects to accelerate payment.
7.2 Amendment and Termination. The Board of Directors of the
Company may amend, modify, or terminate this Plan at any time and in any
manner. Such actions by the Board of Directors of the Company shall be binding
upon all other Employers. In addition, this Plan shall automatically terminate
at the time of the termination of the Retirement Plan, and any benefit payment
obligation under this Plan shall be measured with respect to the benefits which
are payable from the Retirement Plan irrespective of whether such benefits are
actually paid due to an insufficiency of assets to pay such benefits. In the
event of a termination of the Plan pursuant to this Section 7.2, no further
benefits shall accrue under this Plan, and amounts which are then payable shall
continue to be an obligation of the Employer and shall be paid as scheduled;
provided, however, that the Company reserves the right, in its sole discretion,
to accelerate payments to the affected Eligible Participants in the event of a
complete or partial termination of the Plan.
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Article VIII. Adoption Procedure
8.1 Adoption Procedure. With the consent of the Company, any other
organization which satisfies the definition of Employer under the Retirement
Plan and this Plan and which is eligible by the law to do so may adopt this
Plan for the benefit of its Employees who are or who become Participants under
the Retirement Plan, on express condition that the Company assumes no liability
as a result of any such adoption of this Plan by any other organization. Such
other organization may adopt this Plan by--
(a) executing an adoption instrument adopting the Plan, and agreeing
to be bound as a participating Employer by all the terms,
provisions, conditions, and limitations of the Plan; and
(b) compiling and submitting all information required by the Company
with reference to persons in its employment eligible for
membership in the Plan. The participating Employers under the
Plan shall be listed at the end of the Plan.
The adoption instrument shall specify the effective date of such adoption of
the Plan and shall become, as to such organization and persons in its
employment, a part of this Plan. The participating Employers under the Plan
shall be listed at the end of the Plan.
8.2 Withdrawal of Participating Employer. Any participating
Employer may withdraw from the Plan by giving 60 days' notice in writing of its
intention to withdraw to the Company, unless a shorter notice shall be agreed
to by the Company.
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Article IX. General Provisions
9.1 Nonalienation. No benefit payable at any time under the Plan
shall be subject in any manner to alienation, sale, transfer, assignment,
pledge, attachment, garnishment, or encumbrance of any kind, and shall not be
subject to or reached by any legal or equitable process (including execution,
garnishment, attachment, pledge, or bankruptcy) in satisfaction of any debt,
liability, or obligation, prior to receipt. Any attempt to alienate, sell,
transfer, assign, pledge, or otherwise encumber any such benefit, whether
presently or thereafter payable, shall be void. Notwithstanding the foregoing
provisions of this Section 9.1, no benefit amount payable under the Plan shall
be payable until and unless any and all amounts representing debts or other
obligations owed to the Company or other Employer by the Eligible Participant
with respect to whom such amount would otherwise be payable shall have been
fully paid.
9.2 Effect on Other Benefit Plans. Amounts credited or paid under
this Plan shall not be considered to be compensation for the purposes of the
Retirement Plan or any other plans maintained by an Employer. The treatment of
such amounts under other employee benefit plans shall be determined pursuant to
the provisions of such plans.
9.3 Severability. In the event any provision of this Plan shall be
held invalid or illegal for any reason, any illegality or invalidity shall not
affect the remaining parts of this Plan, but this Plan shall be construed and
enforced as if the illegal or invalid provision had never been inserted, and
the Company shall have the privilege and opportunity to correct and remedy such
questions of illegality or invalidity by amendment as provided in this Plan.
9.4 Applicable Law. This Plan shall be governed and construed in
accordance with the laws of the State of Texas.
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9.5 Employer-Employee Relationship. The establishment of this Plan
shall not be construed as conferring any legal or other rights upon any
Employee or any person for a continuation of employment, nor shall it interfere
with the rights of an Employer to discharge any Employee or otherwise act with
relation to the Employee. An Employer may take any action (including
discharge) with respect to any Employee or other person and may treat such
person without regard to the effect which such action or treatment might have
upon such person as an Eligible Participant under this Plan.
9.6 Incompetence. Every person receiving or claiming benefits under
the Plan shall be conclusively presumed to be mentally competent until the date
on which the Committee receives a written notice, in a form and manner
acceptable to the Committee, that such person is incompetent, and that a
guardian, conservator, or other person legally vested with the care of such
person's person or estate has been appointed; provided, however, that if the
Committee shall find that any person to whom a benefit is payable under the
Plan is unable to care for such person's affairs because of incompetency, any
payment due (unless a prior claim therefor shall have been made by a duly
appointed legal representative) may be paid as provided in the Retirement Plan.
Any such payment so made shall be a complete discharge of liability therefor
under the Plan.
9.7 Binding on Employer, Eligible Participants and Their Successors.
This Plan shall be binding upon and inure to the benefit of the Employers,
their successors and assigns and the Eligible Participants, their heirs,
executors, administrators and legal representatives. The provisions of this
Plan shall be applicable with respect to each Employer separately, and amounts
payable hereunder shall be paid by the Employer of the particular Eligible
Participant. In the event any Eligible Participant becomes entitled to a
benefit under the Retirement Plan based on service with more than one Employer,
the benefit obligations
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under this Plan shall be apportioned among such Employers as determined by the
Committee.
9.8 Tax Liability. An Employer may withhold from any payment of
benefits hereunder any taxes required to be withheld and such sum as the
Employer may reasonably estimate to be necessary to cover any taxes for which
the Employer may be liable and which may be assessed with regard to such
payment.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers effective as of January 1, 1992.
MITCHELL ENERGY &
DEVELOPMENT CORP.
By: /s/ CLYDE N. BLACK
--------------------------
ATTEST:
Its: Vice President--
By: /s/ RALPH SMITH Human Resources and
------------------------- Corporate Services
Its:______________________
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PARTICIPATING EMPLOYERS UNDER
THE MITCHELL ENERGY & DEVELOPMENT
CORP. EXCESS BENEFIT PLAN
The following employers are participating Employers under the Mitchell Energy &
Development Corp. Excess Benefit Plan as of January 1, 1992, unless a later
participation date is designated:
Mitchell Energy & Development Corp.
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 4/26/94 |
| For Period End: | | 1/31/94 | | | | | | | 10-K/A |
| | 1/1/92 | | 1 | | 19 |
| List all Filings |
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