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New
Jersey
(State
or other jurisdiction
of
incorporation)
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1-8359
(Commission
File
Number)
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22-2376465
(IRS
Employer
Identification
No.)
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1415
Wyckoff Road
Wall,
New Jersey
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07719
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(Address
of principal executive offices)
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(Zip
Code)
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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Ÿ
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to
provide that amounts payable under certain equity and incentive
compensation awards will be paid no later than two and one-half months
after the end of year in which vested, to clarify the payment of non-stock
dividends on restricted stock will be made currently as paid to other
shareholders, and to provide that performance share and performance unit
awards continue to be subject to performance criteria after a
participant’s termination of employment due to disability or retirement,
in order for those payments to be exempt from Section 409A as short term
deferrals;
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Ÿ
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to
provide for payment and provision of benefits only at times permitted by
Section 409A;
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Ÿ
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to
conform the “change in control” provisions in certain plans and agreements
to the Section 409A definition - a change in control shall be deemed to
occur if (i) a person, entity or group acquires fifty percent (50%) or
more of the voting power of the Company within a 12-month period, (ii) a
change in majority membership of the Board of Directors within a 12-month
period without approval of at least a majority of incumbent directors, or
(iii) if as the result of any cash tender or exchange offer, merger or
other business combination there is a change in ownership of more than 50%
of the stock or assets of the Company;
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Ÿ
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to
define cessation of employment to mean a “separation from service” within
the meaning of Section 409A where it is reasonably anticipated that
no further services would be performed after such date or that the level
of bona fide services the executive would perform after that date (whether
as an employee or independent contractor) would permanently decrease to no
more than 50 percent of the average level of bona fide services performed
over the immediately preceding thirty-six (36) month period (or, if
lesser, the period of executive’s service);
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Ÿ
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to
provide that “specified employees” (as defined for Section 409A
purposes) will not be paid amounts from certain programs until the date
that is six months after such employee’s separation from service or, if
earlier, his/her death;
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Ÿ
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to
provide that a participant’s timing of participation comply with Section
409A;
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Ÿ
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to
provide that a participant’s deferral elections and time and form of
payment elections comply with the limitations of
Section 409A;
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Ÿ
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to
provide that the definition of “affiliate” comply with Section 409A;
and
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Ÿ
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to
require that any plan termination or amendment comply with Section 409A to
the extent required.
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Ÿ
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Form
of Supplemental Executive Retirement Plan Agreement between the Company
and each of the Company’s named executive officers,
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Ÿ
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Form
of Employment Continuation Agreement between the Company and each of the
Company’s named executive officers,
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Ÿ
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The
Company’s 2007 Stock Award and Incentive Plan,
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Ÿ
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2007
Stock Award and Incentive Plan Form of Stock Option
Agreement,
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Ÿ
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2007
Stock Award and Incentive Plan Form of Performance Unit
Agreement,
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Ÿ
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2007
Stock Award and Incentive Plan Form of Performance Share
Agreement,
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Ÿ
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2007
Stock Award and Incentive Plan Form of Restricted Stock
Agreement,
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Ÿ
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Directors’
Deferred Compensation Plan,
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Ÿ
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Officers’
Deferred Compensation Plan,
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Ÿ
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Savings
Equalization Plan, and
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Ÿ
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Pension
Equalization Plan
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(a)
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Financial
statements of businesses acquired:
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Not
applicable.
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(b)
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Pro
forma financial information:
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Not
applicable.
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(c)
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Exhibits:
Exhibit
10.25: Form of Deferred Stock Retention Award Agreement of Joseph P.
Shields
Exhibit
10.26: Form of Deferred Stock Retention Award Agreement of Kathleen T.
Ellis
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NEW JERSEY RESOURCES
CORPORATION
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Date: January
7, 2009
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By: /s/Glenn C. Lockwood
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Glenn
C. Lockwood
Senior
Vice President and
Chief
Financial Officer
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Exhibit
Number
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Description
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10.25
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Form
of Deferred Stock Retention Award Agreement of Joseph P.
Shields
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10.26
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Form
of Deferred Stock Retention Award Agreement of Kathleen T.
Ellis
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