THE SCHEDULE I HERETO.
(E)
CODE.
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO
TIME.
(F)
COMMITTEE.
THE GOVERNANCE, COMPENSATION AND NOMINATING COMMITTEE
OF THE BOARD OR ANY SUCCESSOR TO SUCH COMMITTEE.
(G)
CORPORATION.
XCEL ENERGY INC. AND ANY SUCCESSOR THERETO.
(H)
DATE OF TERMINATION.
THE DATE ON WHICH A PARTICIPANT CEASES TO BE
AN EMPLOYEE AND HAS A "SEPARATION FROM SERVICE" AS DEFINED IN SECTION 409A OF
THE CODE.
(I)
EFFECTIVE DATE.
THE EFFECTIVE DATE OF THIS AMENDED AND RESTATED
POLICY, OR JANUARY 1, 2009.
(J)
EMPLOYEE.
ANY FULL-TIME, REGULAR-BENEFIT, NON-BARGAINING
EMPLOYEE OF AN EMPLOYER.
THE TERM SHALL EXCLUDE ALL INDIVIDUALS EMPLOYED AS
INDEPENDENT CONTRACTORS, TEMPORARY EMPLOYEES, OTHER BENEFIT EMPLOYEES,
NON-BENEFIT EMPLOYEES OR LEASED EMPLOYEES, EVEN IF IT IS SUBSEQUENTLY DETERMINED
THAT SUCH CLASSIFICATION IS INCORRECT.
(k)
Employer.
The Corporation or a Subsidiary, which has adopted the
Policy pursuant to Article V hereof.
Notwithstanding the provisions of
Article V, however, if an Employee is transferred to a Subsidiary that is not
otherwise an Employer, such Subsidiary shall be deemed, effective as of the
effective time of such transfer, an Employer with respect to the Participant for
all purposes of this Policy even though it has not otherwise adopted the Policy
pursuant to Article V.
(l)
Good Reason.
Any one or more of the following conditions
arising without the consent of the Participant as a result of any action or
inaction by the Employer or any of its
3
affiliates: (i) a material diminution of the Participant's base compensation, or
(ii) a material diminution in the Participant's authority, duties or
responsibilities.
(M)
PARTICIPANT.
AN EMPLOYEE WHO IS DESIGNATED AS SUCH PURSUANT TO
SECTION 3.1.
(N)
POLICY.
THE XCEL ENERGY SENIOR EXECUTIVE SEVERANCE AND
CHANGE-IN-CONTROL POLICY, AS IT MAY, FROM TIME TO TIME, BE AMENDED.
(O)
RELEASE AGREEMENT.
AN AGREEMENT SUBSTANTIALLY IN THE FORM SET
FORTH IN EXHIBIT A TO THIS POLICY, WITH SUCH AMENDMENTS AS THE COMMITTEE MAY
DETERMINE TO BE NECESSARY IN ORDER FOR SUCH AGREEMENT TO CONSTITUTE A VALID
RELEASE BY THE PARTICIPANT IN QUESTION OF ALL CLAIMS DESCRIBED THEREIN.
(P)
SEPARATION BENEFITS.
THE PAYMENTS AND BENEFITS DESCRIBED IN
SECTION 4.3 OR SECTION 4.4, WHICHEVER APPLIES, THAT ARE PROVIDED TO QUALIFYING
PARTICIPANTS UNDER THE POLICY.
(Q)
SEPARATION PERIOD.
THE PERIOD BEGINNING ON A PARTICIPANT'S DATE
OF TERMINATION AND ENDING UPON EXPIRATION OF THE NUMBER OF CONSECUTIVE 12-MONTH
PERIODS COMPUTED WITH REFERENCE TO SUCH DATE OF TERMINATION AND ANNIVERSARIES
THEREOF THAT ARE EQUAL TO THE PARTICIPANT'S SEVERANCE MULTIPLE.
(R)
SEVERANCE MULTIPLE. FOR EACH PARTICIPANT THE NUMBER SET FORTH
OPPOSITE THE PARTICIPANT'S NAME IN THE COLUMN TITLED SEVERANCE MULTIPLE ON THE
SCHEDULE I HERETO.
(S)
SUBSIDIARY.
ANY CORPORATION OR OTHER ENTITY IN WHICH THE
CORPORATION, DIRECTLY OR INDIRECTLY, HOLDS A MAJORITY OF THE VOTING POWER OF
SUCH CORPORATION'S OR ENTITY'S OUTSTANDING SHARES OF CAPITAL STOCK OR OWNERSHIP
INTERESTS. AN "AFFILIATE" FOR PURPOSES OF THIS POLICY MEANS WITH RESPECT TO THE
CORPORATION OR ANY OTHER ENTITY, AN ENTITY THAT DIRECTLY, OR INDIRECTLY THROUGH
ONE OR MORE INTERMEDIARIES,