EX-10.22 4 a2015enbl10-kxex1022.htm EXHIBIT 10.22 Exhibit
Exhibit 10.22

ADOPTION AGREEMENT
1.01
PREAMBLE

By the execution of this Adoption Agreement the Plan Sponsor hereby [complete (a) or (b)]
 
 
 
(a)
x
adopts a new plan as of January 1, 2015      [month, day, year]
 
 
 
 
 
 
 
 
(b)
o
amends and restates its existing plan as of ________   [month, day, year] which is the Amendment Restatement Date. Except as otherwise provided in Appendix A, all amounts deferred under the Plan prior to the Amendment Restatement Date shall be governed by the terms of the Plan as in effect on the day before the Amendment Restatement Date.
 
 
 
 
 
 
 
 
 
 
Original Effective Date:                     [month, day, year]

 
 
 
 
 
 
 
 
 
 
Pre-409A Grandfathering:
o
 Yes
o
 No
 


1.02
PLAN

Plan Name: Enable Midstream Partners Deferred Compensation Plan_____    

Plan Year: December 31            ____________



1.03
PLAN SPONSOR

Name:
Enable Midstream Partners, LP
Address:
One Leadership Square, North Tower
211 North Robinson Avenue, Suite 950
Oklahoma City, OK 73102
Phone # :
(405)525-7788
EIN:
72-1252419
Fiscal Yr:
December 31

Is stock of the Plan Sponsor, any Employer or any Related Employer publicly traded on an established securities market?

x
 Yes
o
 No


1

Exhibit 10.22


1.04
EMPLOYER


The following entities, in addition to the Plan Sponsor, have been authorized by the Plan Sponsor to participate in and have adopted the Plan (insert “Not Applicable” if none have been authorized):

Entity
Publicly Traded on Est. Securities Market
 
 
Yes
 
No
Enable Midstream Services, LLC
 
o
 
x
 
 
o
 
o
 
 
o
 
o
 
 
o
 
o
 
 
o
 
o
 
 
o
 
o


1.05
ADMINISTRATOR


The Plan Sponsor has designated the following party or parties to be responsible for the administration of the Plan:

Name:
Enable Midstream Partners, LP
Address:
One Leadership Square, North Tower
211 North Robinson Avenue, Suite 950
Oklahoma City, OK 73102

Note:
The Administrator is the person or persons designated by the Plan Sponsor to be responsible for the administration of the Plan. Neither Fidelity Employer Services Company nor any other Fidelity affiliate can be the Administrator.


1.06
KEY EMPLOYEE DETERMINATION DATES


The Employer has designated       as the Identification Date for purposes of determining Key Employees.

In the absence of a designation, the Identification Date is December 31.

The Employer has designated       as the effective date for purposes of applying the six month delay in distributions to Key Employees.

In the absence of a designation, the effective date is the first day of the fourth month following the Identification Date.


2

Exhibit 10.22


2.01.
PARTICIPATION

(a)
x
Employees [complete (i), (ii) or (iii)]

 
 
 
 
 
(i)
o
Eligible Employees are selected by the Employer.

 
 
 
 
 
(ii)
x
Eligible Employees are those employees of the Employer who satisfy the following criteria:
 
 
 
 
 
 
 
Management and highly compensated employees of an Employer who are selected from time to time by the Plan Sponsor. Only those employees selected by the Plan Sponsor before the beginning of a Plan Year (or after the beginning of a Plan Year as provided under section 4.01(b)(ii) of the Adoption Agreement) whose Compensation will or is expected to exceed the Code Section 401(a)(17) compensation limit will be permitted to make employee deferrals for the Plan Year. Employees whose Compensation for a Plan Year exceeds the Code Section 401(a)(17) Compensation limit and who were not selected before the beginning of a Plan Year may be selected by the Plan Sponsor to be eligible to receive Employer Contributions under section 5.01(b) of the Adoption Agreement for such Plan Year.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(iii)
o
Employees are not eligible to participate.
 
 
 
 
 
 
 
 
(b)
x
Directors [complete (i), (ii) or (iii)]
 
 
 
     
 
(i)
o
All Directors are eligible to participate.

 
 
 
 
 
(ii)
x
Only Directors selected by the Employer are eligible to participate but only for purposes of making deferrals pursuant to Section 4.01(a)(iv).
 
 
 
 
 
(iii)
o
Directors are not eligible to participate.



3

Exhibit 10.22


3.01.
COMPENSATION


For purposes of determining Participant contributions under Article 4 and Employer contributions under Article 5, Compensation shall be defined in the following manner [complete (a) or (b) and select (c) and/or (d), if applicable]:

(a)
o
Compensation is defined as:
 
 
 
 
 
     
 
 
     
 
 
     
 
 
     
 
 
     
 
 
 
(b)
x
Compensation as defined in Enable Midstream Partners 401(k) Savings Plan without regard to the limitation in Section 401(a)(17) of the Code for such Plan Year, including amounts deferred to this Plan.
 
 
 
(c)
x
Director Compensation is defined as:
 
 
 
 
 
Cash portion of Director Fees
 
 
     
 
 
     
 
 
 
(d)
o
Compensation shall, for all Plan purposes, be limited to $     .
 
 
 
(e)
o
Not Applicable.


3.02.
BONUSES


Compensation, as defined in Section 3.01 of the Adoption Agreement, includes the following type of bonuses that will be the subject of a separate deferral election:

Type
Will be treated as Performance
Based Compensation
 
 
 
 
Yes
 
No
 
Enable Midstream Partners LP Short Term Incentive Plan
 
o
 
x
 
     
 
o
 
o
 
     
 
o
 
o
 
     
 
o
 
o
 
     
 
o
 
o
 
o
Not Applicable.

4

Exhibit 10.22



4.01
PARTICIPANT CONTRIBUTIONS


If Participant contributions are permitted, complete (a), (b), and (c). Otherwise complete (d).


(a)
Amount of Deferrals


A Participant may elect within the period specified in Section 4.01(b) of the Adoption Agreement to defer the following amounts of remuneration. For each type of remuneration listed, complete “dollar amount” and / or “percentage amount”.


(i)
Compensation Other than Bonuses [do not complete if you complete (iii)]
        
Type of Remuneration
Dollar Amount
% Amount
Increment
Min
Max
Min
Max
(a) Salary
 
 
0%
70%
1%
(b)
 
 
 
 
 
(c)
 
 
 
 
 

Note: The increment is required to determine the permissible deferral amounts. For example, a minimum of 0% and maximum of 20% with a 5% increment would allow an individual to defer 0%, 5%, 10%, 15% or 20%.


(ii)
Bonuses [do not complete if you complete (iii)]


Type of Bonus
Dollar Amount
% Amount
Increment
Min
Max
Min
Max
(a) Short Term Incentive Bonus
 
 
0%
100%
1%
(b)
 
 
 
 
 
(c)
 
 
 
 
 


(iii)
Compensation [do not complete if you completed (i) and (ii)]


Dollar Amount
% Amount
Increment
Min
Max
Min
Max
 
 
 
 
 


5

Exhibit 10.22


(iv)
Director Compensation


Type of Compensation
Dollar Amount
% Amount
Increment
Min
Max
Min
Max
Annual Retainer
 
 
 
 
 
Meeting Fees
 
 
 
 
 
Other: Cash portion of Director Fees
 
 
0%
100%
1%
Other:
 
 
 
 
 



(b)
Election Period

(i)
Performance Based Compensation

A special election period

o
Does
 
x
Does Not

apply to each eligible type of performance based compensation referenced in Section 3.02 of the Adoption Agreement.

The special election period, if applicable, will be determined by the Employer.


(ii)
Newly Eligible Participants

An employee who is classified or designated as an Eligible Employee during a Plan Year

x
May
 
o
May Not

elect to defer Compensation earned during the remainder of the Plan Year, if so selected by the Employer. Such employee may elect to defer Compensation by completing a deferral agreement within the 30 day period beginning on the date he is eligible to participate in the Plan. This provision shall also apply to Directors who become eligible during a Plan Year


(c)
Revocation of Deferral Agreement

A Participant’s deferral agreement

x
Will
o
Will Not

be cancelled for the remainder of any Plan Year during which he receives a hardship distribution of elective deferrals from a qualified cash or deferred arrangement maintained

6

Exhibit 10.22

by the Employer to the extent necessary to satisfy the requirements of Reg. Sec. 1.401(k)-1(d)(3). If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.


(d)
No Participant Contributions

o
Participant contributions are not permitted under the Plan.



7

Exhibit 10.22

5.01
Employer Contributions


If Employer contributions are permitted, complete (a) and/or (b). Otherwise complete (c).


(a)
Matching Contributions


(i)
Amount


For each Plan Year, the Employer shall make a Matching Contribution on behalf of each Participant who defers Compensation for the Plan Year and satisfies the requirements of Section 5.01(a)(ii) of the Adoption Agreement equal to [complete the ones that are applicable]:

(A)
o
      [insert percentage] of the Compensation the Participant has elected to defer for the Plan Year
 
 
 
(B)
o
An amount determined by the Employer in its sole discretion
 
 
 
(C)
o
Matching Contributions for each Participant shall be limited to $      and/or      % of Compensation.
 
 
 
(D)
o
Other:
 
 
 
 
 
 
 
 
 
(E)
x
Not Applicable [Proceed to Section 5.01(b)]


(ii)
Eligibility for Matching Contribution


A Participant who defers Compensation for the Plan Year shall receive an allocation of Matching Contributions determined in accordance with Section 5.01(a)(i) provided he satisfies the following requirements [complete the ones that are applicable]:

(A)
o
Describe requirements:
 
 
     
 
 
     
 
 
 
(B)
o
Is selected by the Employer in its sole discretion to receive an allocation of Matching Contributions
 
 
 
(C)
o
No requirements

8

Exhibit 10.22


(iii)
Time of Allocation


Matching Contributions, if made, shall be treated as allocated [select one]:

(A)
o
As of the last day of the Plan Year
 
 
 
(B)
o
At such times as the Employer shall determine in it sole discretion
 
 
 
(C)
o
At the time the Compensation on account of which the Matching Contribution is being made would otherwise have been paid to the Participant
 
 
 
(D)
o
Other:
 
 
     
 
 
 

(b)
Other Contributions

    
(i)
Amount


The Employer shall make a contribution on behalf of each Participant who satisfies the requirements of Section 5.01(b)(ii) equal to [complete the ones that are applicable]:

(A)
o
An amount equal to       [insert number] % of the Participant’s Compensation
 
 
 
(B)
x
An amount determined by the Employer in its sole discretion on Compensation in excess of the 401(a)(17) limit for the Plan Year
 
 
 
(C)
o
Contributions for each Participant shall be limited to $     
 
 
 
(D)
x
Other:

A Match Restoration contribution equal to six percent (6%) of a Participant’s Compensation in excess of the 401(a)(17) limit for the Plan Year
 
 
     
 
 
     
 
 
 
(E)
o
Not Applicable [Proceed to Section 6.01]

 
(ii)
Eligibility for Other Contributions


A Participant shall receive an allocation of other Employer contributions determined in accordance with Section 5.01(b)(i) for the Plan Year if he satisfies the following requirements [complete the one that is applicable]:

9

Exhibit 10.22


(A)
o
Describe requirements:
 
 
     
 
 
     
 
 
 
(B)
o
Is selected by the Employer in its sole discretion to receive an allocation of other Employer contributions
 
 
 
(C)
x
No requirements


(iii)
Time of Allocation


Employer contributions, if made, shall be treated as allocated [select one]:

(A)
o
As of the last day of the Plan Year
 
 
 
(B)
x
At such time or times as the Employer may determine in its sole discretion
 
 
 
(C)
o
Other:
 
 
 


(c)
No Employer Contributions

o
Employer contributions are not permitted under the Plan.





10

Exhibit 10.22

6.01
DISTRIBUTIONS


The timing and form of payment of distributions made from the Participant’s vested Account shall be made in accordance with the elections made in this Section 6.01 of the Adoption Agreement except when Section 9.6 of the Plan requires a six month delay for certain distributions to Key Employees of publicly traded companies.


(a)
Timing of Distributions

(i)
All distributions shall commence in accordance with the following [choose one]:
 
 
 
 
 
(A)
o
As soon as administratively feasible following the distribution event but in no event later than the time prescribed by Treas. Reg. Sec. 1.409A-3(d).
 
 
 
 
 
(B)
x
Monthly on specified day 1st [insert day]
 
 
 
 
 
(C)
o
Annually on specified month and day ______[insert month and day]
 
 
 
 
 
(D)
o
Calendar quarter on specified month and day [     month of quarter (insert 1,2 or 3);    __  day (insert day)]

(ii)
The timing of distributions as determined in Section 6.01(a)(i) shall be modified by the adoption of:
 
 
 
 
 
(A)
x
Event Delay - Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for six (6) months [insert number of months].
 
 
 
 
 
(B)
o
Hold Until Next Year - Distribution events other than those based on Specified Date or Specified Age will be treated as not having occurred for twelve months from the date of the event if payment pursuant to Section 6.01(a)(i) will thereby occur in the next calendar year or on the first payment date in the next calendar year in all other cases.
 
 
 
 
 
(C)
o
Immediate Processing - The timing method selected by the Plan Sponsor under Section 6.01(a)(i) shall be overridden for the following distribution events [insert events]:
 
 
 
     
 
 
 
     
 
 
 
 
 
(D)
o
Not applicable.


11

Exhibit 10.22


(b)
Distribution Events


Participants may elect the following payment events and the associated form or forms of payment. If multiple events are selected, the earliest to occur will trigger payment. For installments, insert the range of available periods (e.g., 5-15) or insert the periods available (e.g., 5,7,9).


 
 
 
Lump Sum
 
Installments
 
 
 
 
 
 
(i)
o
Specified Date
     
 
      years
 
 
 
(ii)
o
Specified Age
     
 
      years
 
 
 
(iii)
x
Separation from Service
X
 
5 or 10 years
 
 
 
(iv)
o
Separation from Service plus 6 months
 
 
_____ years
 
 
 
(v)
o
Separation from Service plus       months [not to exceed       months]
     
 
      years
 
 
 
(vi)
o
Retirement
 
 
_____ years
 
 
 
(vii)
o
Retirement plus 6 months
 
 
_____ years
 
 
 
(viii)
o
Retirement plus       months [not to exceed       months]
     
 
      years
 
 
 
(ix)
o
Disability
 
 
_____ years
 
 
 
(x)
o
Death
     
 
      years
 
 
 
(xi)
x
Change in Control
X
 
5 or 10 years


The minimum deferral period for Specified Date or Specified Age event shall be       years.


Installments may be paid [select each that applies]

o
Monthly
o
Quarterly
x
Annually


(c)
Specified Date and Specified Age elections may not extend beyond age Not Applicable [insert age or “Not Applicable” if no maximum age applies].

12

Exhibit 10.22


(d)
Payment Election Override


Payment of the remaining vested balance of the Participant’s Account will automatically occur at the time specified in Section 6.01(a) of the Adoption Agreement in the form indicated upon the earliest to occur of the following events [check each event that applies and for each event include only a single form of payment]:

 
EVENTS
 
FORM OF PAYMENT
o
Separation from Service
 
 
Lump sum
 
 
Installments
o
Separation from
Service before Retirement
 
 
Lump sum
 
 
Installments
x
Death
 
X
Lump sum
 
 
Installments
o
Disability
 
 
Lump sum
 
 
Installments
o
Not Applicable
 
 
 
 
 
 

In the event of the death of a Participant payment shall be made in a single lump sum to the Participant’s Beneficiary(ies) if the Participant had not yet commence payment at the time of death. If a Participant dies after payments have commenced, the Beneficiary(ies) shall continue to receive payment in the form elected by the Participant.


(e)
Involuntary Cashouts


x
If the Participant’s vested Account at the time of his Separation from Service does not exceed $30,000 distribution of the vested Account shall automatically be made in the form of a single lump sum in accordance with Section 9.5 of the Plan.
 
 
o
There are no involuntary cashouts.


(f)
Retirement


o
Retirement shall be defined as a Separation from Service that occurs on or after the Participant [insert description of requirements]:
 
 
 
     
 
 
x
No special definition of Retirement applies.

13

Exhibit 10.22


(g)
Distribution Election Change


A Participant
x
Shall
o
Shall Not

be permitted to modify a scheduled distribution date and/or payment option in accordance with Section 9.2 of the Plan.

A Participant shall generally be permitted to elect such modification three (3) number of times.

Administratively, allowable distribution events will be modified to reflect all options necessary to fulfill the distribution change election provision.

    
(h)
Frequency of Elections


The Plan Sponsor
o
Has
x
Has Not

Elected to permit annual elections of a time and form of payment for amounts deferred under the Plan. If a single election of a time and/or form of payment is required, the Participant will make such election at the time he first completes a deferral agreement which, in all cases, will be no later than the time required by Reg. Sec. 1.409A-2.




14

Exhibit 10.22

7.01
VESTING


(a)
Matching Contributions


The Participant’s vested interest in the amount credited to his Account attributable to Matching Contributions shall be based on the following schedule:


 
Years of Service
Vesting %
 
o
0
     
(insert ‘100’ if there is immediate vesting)
 
1
     
 
 
2
     
 
 
3
     
 
 
4
     
 
 
5
     
 
 
6
     
 
 
7
     
 
 
8
     
 
 
9
     
 
 
 
 
 
o
Other:
 
 
 
     
 
 
 
 
 
 
 
o
Class year vesting applies.
 
 
 
 
 
 
 
 
x
Not applicable.
 
 


(b)
Other Employer Contributions


The Participant’s vested interest in the amount credited to his Account attributable to Employer contributions other than Matching Contributions shall be based on the following schedule:

15

Exhibit 10.22

 
Years of Service
Vesting %
 
x
0
     
(insert ‘100’ if there is immediate vesting)
 
1
     
 
 
2
     
 
 
3
     
 
 
4
     
 
 
5
     
 
 
6
     
 
 
7
     
 
 
8
     
 
 
9
     
 
 
 
 
 
o
Other:
 
 
 
     
 
 
 
 
 
 
 
o
Class year vesting applies.
 
 
 
 
 
 
 
 
o
Not applicable.
 
 


(c)
Acceleration of Vesting


A Participant’s vested interest in his Account will automatically be 100% upon the occurrence of the following events: [select the ones that are applicable]:

(i)
o
Death
 
 
 
(ii)
o
Disability
 
 
 
(iii)
o
Change in Control
 
 
 
(iv)
o
Eligibility for Retirement
 
 
 
(v)
o
Other:     
 
 
     
(vi)
x
Not applicable.


(d)
Years of Service


(i)
A Participant’s Years of Service shall include all service performed for the Employer and


16

Exhibit 10.22

o
Shall
o
Shall Not

include service performed for the Related Employer.


(ii)
Years of Service shall also include service performed for the following entities:

     
     
     


(iii)
Years of Service shall be determined in accordance with (select one)

(A)
o
The elapsed time method in Treas. Reg. Sec.  1.410(a)-7
 
 
 
(B)
o
The general method in DOL Reg. Sec. 2530.200b-1 through b-4
 
 
 
(C)
o
The Participant’s Years of Service credited under [insert name of plan]
 
 
 
(D)
o
Other:      
 
 
     
 
 
     


(iv)
x
Not applicable.



17

Exhibit 10.22


8.01
UNFORESEEABLE EMERGENCY


(a)A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24:

o
Will
x
Will Not [if Unforeseeable Emergency withdrawals are not permitted, proceed to Section 9.01]

be allowed.


(b)Upon a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral election for the remainder of the Plan Year:

o
Will
o
Will Not

be cancelled. If cancellation occurs, the Participant may resume participation in accordance with Article 4 of the Plan.




18

Exhibit 10.22

9.01.
INVESTMENT DECISIONS


Investment decisions regarding the hypothetical amounts credited to a Participant’s Account shall be made by [select one]:

(a)
x
The Participant or his Beneficiary
(b)
o
The Employer



19

Exhibit 10.22

10.01
TRUST


The Employer [select one]:

x
Does
o
Does Not

intend to establish a rabbi trust as provided in Article 11 of the Plan.


20

Exhibit 10.22

11.01.
TERMINATION UPON CHANGE IN CONTROL


The Plan Sponsor

x
Reserves
o
Does Not Reserve

the right to terminate the Plan and distribute all vested amounts credited to Participant Accounts upon a Change in Control as described in Section 9.7.


11.02.
AUTOMATIC DISTRIBUTION UPON CHANGE IN CONTROL


Distribution of the remaining vested balance of each Participant’s Account

o
Shall
x
Shall Not

automatically be paid as a lump sum payment upon the occurrence of a Change in Control as provided in Section 9.7.


11.03.
CHANGE IN CONTROL


A Change in Control for Plan purposes includes the following [select each definition that applies]:

(a)
x
A change in the ownership of the Employer as described in Section 9.7(c) of the Plan.
 
 
 
(b)
x
A change in the effective control of the Employer as described in Section 9.7(d) of the Plan.
 
 
 
(c)
x
A change in the ownership of a substantial portion of the assets of the Employer as described in Section 9.7(e) of the Plan.

 
 
 
(d)
o
Not Applicable.





21

Exhibit 10.22

12.01
GOVERNING STATE LAW


The laws of Oklahoma shall apply in the administration of the Plan to the extent not preempted by ERISA.

22

Exhibit 10.22

EXECUTION PAGE


The Plan Sponsor has caused this Adoption Agreement to be executed this _____30th__________ day of __December, 2014_______.


PLAN SPONSOR:
 
/s/ Lynn L Bourdon III
By:
 
 Lynn L. Bourdon III
Title:
 
President and CEO




23

Exhibit 10.22

APPENDIX A
SPECIAL EFFECTIVE DATES
Not Applicable


24