Exhibit 10.05
XCEL ENERGY SENIOR EXECUTIVE SEVERANCE AND
CHANGE-IN-CONTROL POLICY
(2009 AMENDMENT AND RESTATEMENT)
Introduction
The Xcel Energy Senior Executive Severance Policy expired August 18, 2003.
Effective as of such date, all rights and entitlements of participants under
such policy ceased.
ARTICLE I
ESTABLISHMENT OF POLICY
The Corporation hereby establishes, effective as of October 22, 2003, a
separation compensation policy known as the Xcel Energy Senior Executive
Severance and Change-in-Control Policy. The Policy is hereby amended and
restated to take into account changes since the October 22, 2003 effective date
including the First and Second Amendments, and the changes required by section
409A of the Internal Revenue Code.
ARTICLE II
DEFINITIONS
As used herein the following words and phrases shall have the following
respective meanings unless the context clearly indicates otherwise.
(In
addition, certain terms used in Section 4.5 of this Policy are defined in
Section 4.5.)
(A)
ANNUAL SALARY.
THE PARTICIPANT'S REGULAR ANNUAL RATE OF BASE
SALARY PAYABLE BY THE PARTICIPANT'S EMPLOYER, INCLUDING BASE SALARY CONVERTED TO
OTHER BENEFITS UNDER A FLEXIBLE PAY ARRANGEMENT MAINTAINED BY THE CORPORATION OR
A SUBSIDIARY OR DEFERRED PURSUANT TO A WRITTEN PLAN OR AGREEMENT WITH THE
CORPORATION OR A SUBSIDIARY, BUT EXCLUDING OVERTIME PAY, ALLOWANCES, PREMIUM
PAY, COMPENSATION PAID OR PAYABLE UNDER ANY CORPORATION OR SUBSIDIARY LONG-TERM
OR SHORT-TERM INCENTIVE PLAN OR ANY SIMILAR PAYMENT.
(B)
BOARD.
THE BOARD OF DIRECTORS OF THE CORPORATION.
(C)
CHANGE-IN-CONTROL.
IS THE OCCURRENCE ON OR AFTER THE EFFECTIVE
DATE OF ANY OF THE EVENTS DESCRIBED IN SUBSECTIONS (I) THROUGH (IV), BELOW:
(I)
AN ACQUISITION BY AN INDIVIDUAL, ENTITY OR GROUP (WITHIN THE
MEANING OF SECTION 13(D)(3) OR 14(D)(2) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED) (A "PERSON") OF BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF
RULE 13D-3 PROMULGATED UNDER THE EXCHANGE ACT) OF TWENTY PERCENT (20%) OR MORE
OF EITHER (1) THE THEN OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION
(THE "OUTSTANDING CORPORATION COMMON STOCK"), OR (2) THE COMBINED VOTING POWER
OF THE THEN OUTSTANDING VOTING SECURITIES OF THE CORPORATION ENTITLED TO VOTE
GENERALLY IN THE ELECTION OF
DIRECTORS (THE "OUTSTANDING CORPORATION VOTING SECURITIES"); EXCLUDING, HOWEVER,
THE FOLLOWING: (A) ANY ACQUISITION DIRECTLY FROM THE CORPORATION, OTHER THAN AN
ACQUISITION BY VIRTUE OF THE EXERCISE OF A CONVERSION PRIVILEGE UNLESS THE
SECURITY BEING SO CONVERTED WAS ITSELF ACQUIRED DIRECTLY FROM THE CORPORATION,
(B) ANY ACQUISITION BY THE CORPORATION, (C) ANY ACQUISITION BY ANY EMPLOYEE
BENEFIT PLAN (OR RELATED TRUST) SPONSORED OR MAINTAINED BY THE CORPORATION OR
ANY CORPORATION CONTROLLED BY THE CORPORATION, OR (D) ANY ACQUISITION BY ANY
CORPORATION PURSUANT TO A TRANSACTION WHICH COMPLIES WITH CLAUSES (1), (2) AND
(3) OF SUBSECTION (III) OF THIS DEFINITION; OR
(II)
A CHANGE IN THE COMPOSITION OF THE BOARD SUCH THAT THE
INDIVIDUALS WHO, AS OF THE EFFECTIVE DATE, CONSTITUTE THE BOARD (THE "INCUMBENT
BOARD") CEASE FOR ANY REASON TO CONSTITUTE AT LEAST A MAJORITY OF THE BOARD;
PROVIDED, HOWEVER, THAT ANY INDIVIDUAL WHO BECOMES A MEMBER OF THE BOARD
SUBSEQUENT TO THE EFFECTIVE DATE WHOSE ELECTION,