ex10-5.htm


    


      Exhibit
10.5

      


      THE LACLEDE
GROUP

      MANAGEMENT CONTINUITY
PROTECTION PLAN

      (as
of January 1, 2005)

      


      
        
          
            
              
                	
                        I.

                      	
                        Participants

                      
	 
      	 
      
	 
      	
                        Participants
      shall include all Officers of The Laclede Group, Inc. (the “Company”) and
      Laclede Gas Company as well as certain other key officers of other Company
      subsidiaries as may be determined from time to time.  It is
      contemplated that the features set forth below would be incorporated in
      agreements to be entered into between the Company and each of such
      officers.

                      
	 
      	 
      
	
                        II.

                      	
                        Change In Control

                      
	 
      	 
      
	 
      	
                        Change
      In Control occurs if and when any “person” (as such term is used in
      Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or
      becomes a beneficial owner, directly or indirectly, of securities of the
      Company representing more than fifty percent (50%) of the combined voting
      power of the Company’s then outstanding securities or when any such person
      becomes a beneficial owner, directly or indirectly, of at least thirty
      percent (30%) and no more than fifty percent (50%) of such securities and
      a majority of the outside members of the Company’s Board of Directors
      decides that a de facto Change in Control has occurred.

                      
	 
      	 
      
	
                        III.

                      	
                        Termination For “Cause”

                      
	 
      	 
      
	 
      	
                        Termination
      for “Cause” shall be limited to, and include, only the following:
      (1) the irreversible incapacity or disability of a Participant for a
      period of six (6) months which renders him unable to perform the services
      for which he is employed; (2) any conduct of Participant in the
      performance of the services to be rendered by him and for which he has
      been employed which involves moral turpitude on his part; or (3) the death
      of the Participant.

                      
	 
      	 
      
	
                        IV.

                      	
                        Benefits

                      
	 
      	 
      
	 
      	
                        If,
      following a Change in Control, the Participant has experienced a
      separation from service on account of his or her termination of employment
      (other than for “Cause”), resignation or retirement, such Participant
      shall be entitled to receive at such time (or such other time as provided
      below) a non-discounted lump sum in an amount equal to the “average annual
      compensation” as such term is referred to in Treasury Regulation Section
      1.280G-1 Question and Answer 34 and such other guidance promulgated under
      Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)
      paid to Participant for the five-year period (or if the Participant is
      employed by the Company for less than five years, such
    shorter

                      


              

            

          

        

      

      



      
        
           


        

        
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                  period)
      immediately preceding such termination of employment, resignation or
      retirement (each a “separation from service” as shall be determined under
      Section 409A of the Internal Revenue Code of 1986, as amended (the
      “Code”), and Final Treasury Regulation 1.409A-1(h), including the default
      presumptions thereof), multiplied by: (1) in the case of the President or
      of the Executive Vice President, 2.99 times; or (2) in the case of all
      other Participants, 2.00 times.  In the event Participant
      remains employed by the Company1 subsequent to the Change In
      Control for a period beyond six (6) months following such Change In
      Control, the above benefit shall be reduced as follows: (1) in the case of
      the President or of the Executive Vice President, for each month beyond
      six months he is employed with the Company subsequent to a Change In
      Control the benefit shall be reduced 1/48; or (2) in the case of all other
      Participants, such benefit shall be reduced for each month beyond six
      months he is employed with the Company subsequent to a Change In Control
      by 1/36.

                
	 
      	 
      
	 
      	
                  However,
      notwithstanding the above, in no event shall the benefit be greater than
      an amount equal to the average monthly compensation paid to Participant
      for the five-year period (or if employed by the Company for less than five
      years, such shorter period) immediately preceding such separation from
      service multiplied by the number of months remaining from such date of
      separation from service until the date upon which the Participant would
      have been 65 years of age.

                
	 
      	 
      
	 
      	
                  Notwithstanding
      any provision herein to the contrary, if the Company determines that
      Participant is a “specified employee” as defined in Section
      409A(a)(2)(B)(i) of the Code and regulations and other guidance issued
      thereunder, then such benefit (or portion thereof) shall be paid no
      earlier than the first day of the seventh month following the month of
      Participant’s separation from service (with the first such payment being a
      lump sum equal to the aggregate benefit the Participant would have
      received during such period if no such payment delay had been imposed,
      together with interest on such delayed amount during the period of such
      restriction at a rate, per annum, equal to the applicable federal
      short-term rate (compounded monthly) in effect under Section 1274(d) of
      the Code at the time of such separation from service).

                
	 
      	 
      
	 
      	
                  Moreover,
      notwithstanding the above, to the extent, if any, that any payment or
      distribution of any portion of the benefit described above (together with
      any other benefit under any other plan, policy or arrangement) would
      trigger any adverse tax consequences under Section 280G of the Code, or
      Section 4999 of said Code, such as loss of deductions to the Company, or
      the payment of an additional excise tax
by

                


        

      

      


      

        

      

       

           
1         For purposes of this Plan,
employment with the Company shall also include employment with any successor of
the Company (or with any Affiliate of the Company, or  Affiliate of such
successor) following a Change in Control.

      


      
        
           


        

        
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                        the
      Participant, or both, then the benefit hereunder (and to the extent
      necessary, under any other plan, policy, or arrangement proving for
      “parachute payments” as defined under Code Section 280G) shall be reduced
      (on a pro rata basis for all such plans, policies, or arrangements) to $1
      less than that extent, and to no greater extent.  Parachute
      payments and/or any cutback amount and any other determination with
      respect to Code Section 280G shall be determined by the Company in good
      faith.

                      
	 
      	 
      
	
                        V.

                      	
                        Amendment/Termination of the
      Plan

                      
	 
      	 
      
	 
      	
                        The
      Company may amend this Plan at any time, and from time to time; provided,
      however, that no amendment adopted after the effective date of a Change in
      Control shall have the effect of (i) removing a Participant from this
      Plan, (ii) adding conditions for participation or the entitlement to
      receive benefits under this Plan, (iii) reducing the amount of benefits
      payable to a Participant, or (iv) otherwise restricting a Participant’s
      right to receive benefits under the Plan, except as may otherwise be
      required to conform such payments to the requirements of Section 409A of
      the Code.  The Company’s Board of Directors may terminate the
      Plan at any time prior to a Change in Control.  The Plan may not
      be terminated after the effective date of a Change in Control, except that
      the Plan shall automatically terminate upon payment of all benefits due
      after such Change in Control.  Notwithstanding the above, the
      Plan may not be terminated and payments accelerated thereunder contrary to
      the provisions of Section 409A of the Code including, without limitation,
      Final Treasury Regulation Section 1.409A-3(j)(4)(ix) with reference to
      Final Treasury Regulation Section 1.409A-1(g).

                      
	 
      	 
      
	
                        VI.

                      	
                        Administration

                      
	 
      	 
      
	 
      	
                        The
      Plan shall be administered by a person or committee appointed by the
      Company’s Board of Directors (the “Plan Administrator”).  In the
      absence of such appointment, the Plan Administrator shall be the Board of
      Directors.

                      
	 
      	 
      
	
                        VII.

                      	
                        Claim for Benefits

                      
	 
      	 
      
	 
      	
                        Any
      claim for benefits under this Plan shall be submitted to the Plan
      Administrator.  If the Plan Administrator denies the claim for
      benefits, in whole or in part, the Plan Administrator shall notify the
      claimant of the adverse benefit determination no later than
      ninety (90) days after receipt of the claim by the Plan, unless the
      Plan Administrator determines that special circumstances require an
      extension of time, which may not exceed a further ninety (90) days,
      for processing the claim and so notifies the claimant in writing prior to
      the termination of the initial 90 day period.  In the event that
      a claim for benefits under this Plan has been denied by the Plan
      Administrator, the decision shall be subject to review by the Company upon
      written request of the claimant made to the Plan Administrator within
      sixty (60)

                      


              

            

          

        

      

      
        	
                 
      

              	 


      


      
        
           


        

        
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                          days
      of receipt by the claimant of notice of such denial.  Upon
      request and free of charge, the Company shall provide the claimant with
      reasonably access to all pertinent information, documents and records with
      respect to the claim.  The decision of the Company upon review
      shall be in writing and shall state the reasons for the decision and the
      provisions of this Plan on which the decision is based.  Such
      decision shall be made within sixty (60) days after the Company’s
      receipt of written request for such review unless a hearing is
      necessitated to determine the facts and circumstances, in which event a
      decision shall be rendered as soon as possible, but not later than one
      hundred and twenty (120) days after receipt of the claimant’s written
      request for review.  The decision of the Company upon review
      shall be final and binding on all persons.

                        
	 
      	 
      
	
                          VIII.

                        	
                          Severability and Applicable
    Law

                        
	 
      	 
      
	 
      	
                          The
      illegality of any provision of this Plan shall not affect the
      enforceability of any other provision of this Plan.  The Plan
      shall be construed in accordance with and governed by the substantive laws
      of the State of Missouri without regard to conflict of law
      rules.

                        
	 
      	 
      
	
                          IX.

                        	
                          Withholding

                        
	 
      	 
      
	 
      	
                          All
      payments made under the Plan to a Participant or his or her beneficiary
      shall be subject to withholding of such amounts as the Company reasonably
      may determine are required to be withheld pursuant to any applicable
      Federal, state, local, or foreign law or regulation.

                        
	 
      	 
      
	
                          X.

                        	
                          Miscellaneous

                        
	 
      	 
      
	 
      	
                          For
      purposes of the Plan, “Affiliate” shall mean
      (i) any person or entity that directly or indirectly controls, is
      controlled by or is under common control with the applicable entity and/or
      (ii) to the extent provided by the Company, any person or entity in
      which such entity has a significant interest.  The term
      “control” (including, with correlative meaning, the terms “controlled by”
      and “under common control with”), as applied to any person or entity,
      means the possession, directly or indirectly, of the power to direct or
      cause the direction of the management and policies of such person or
      entity, whether through the ownership of voting or other securities, by
      contract or otherwise; provided,
      however, with respect to any
      deferrals subject to Section 409A of the Code, the term “Affiliate” shall
      mean any member of the applicable entity’s control group within the
      meaning of Final Treasury Regulation Section 1.409A-1(h)(3), as such may
      be modified or amended from time to time, by applying the “at least 50
      percent” provisions
thereof.

                        


                

              

            

          

        

      

      



      
        
           


        

        
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                  The
      rights of Participants and their beneficiaries to benefits under the Plan
      shall be solely those of unsecured general creditors of the
      Company.  The Plan constitutes merely a promise by the Company
      to make benefit payments in the future.  The Plan is intended to
      be unfunded for purposes of the Code and Title I of the Employee
      Retirement Income Security Act of 1974, as
      amended.  Notwithstanding the foregoing, the Company may
      contribute to a trust fund under a “rabbi trust” agreement between the
      Company and a banking organization, if such a trust fund is hereafter
      established, and payments under the Plan may be made from any such trust
      fund.  Any asset acquired or held by the Company in connection
      with the Company’s liabilities under the Plan shall not be deemed to be
      security for the performance of the Company’s obligations under this
      Plan.

                
	 
      	 
      
	 
      	
                  The
      rights and interests of Participants and their beneficiaries to benefit
      payments under the Plan shall not be subject in any manner to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      attachment or garnishment by creditors of the Participants or their
      beneficiaries, and any such rights and interests under the Plan shall not
      be liable for or subject to any obligation or liability of the Participant
      or beneficiary.

                
	 
      	 
      
	 
      	
                  Notwithstanding
      any other provision of the Plan, the Plan is intended to comply with
      Section 409A of the Code and shall at all times be interpreted in
      accordance with such intent that amounts that may become payable to
      Participant shall not be taxable to such Participants until such amounts
      are paid in accordance with the terms of the Plan.  To the
      extent that any provision of the Plan violates Section 409A of the Code
      and the Final Treasury Regulations promulgated thereunder such that
      amounts would be taxable to a Participant prior to payment or otherwise
      subject to penalties under Section 409A of the Code, such provision shall
      be automatically reformed or stricken to preserve the intent
      hereof.  Notwithstanding the foregoing, in no event will the
      Company or any of its Affiliates have any liability for any failure of the
      Plan to satisfy Section 409A of the Code and such parties do not guarantee
      that the Plan complies with Section 409A of the
  Code.

                


        

      

      



      
        
           


        

        
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