Title
Resolution - Approval of ERISA Severance Plan - A Stover
Other Info
Submitted By: A Stover
Department: General Counsel
Financial Impact and Cost/Benefit Considerations: As discussed in Executive Session.
Discussion
In consideration of industry standards and the best interest of Pedernales Electric Cooperative, Inc. (PEC or the Cooperative) recommends the adoption of a severance plan that is a welfare plan within the meaning of Section 3(1) (29 USC §1002(1)) of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Body
WHEREAS, after consultation with counsel, PEC determined it to be in the best interests of the Cooperative and its employees to adopt a severance plan which satisfies the requirements for a welfare plan under ERISA.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that the Pedernales Electric Cooperative, Inc. Severance Plan (Severance Plan), substantially in the form presented to the Board in Executive Session, is approved and adopted, effective as of December 1, 2025;
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that each of the officers of the Cooperative is hereby individually authorized, empowered and directed to take all actions and steps necessary or advisable to implement the adoption of the Severance Plan in accordance with the terms of the Severance Plan and applicable law;
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that all actions taken prior to the date hereof by an officer or employee of the Cooperative in respect of, related to, or in connection with the preceding resolutions are hereby ratified, confirmed and approved in all respects;
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that the officers of the Cooperative are authorized and empowered individually to execute and deliver such additional agreements, instruments and documents, and to take or cause to be taken such other actions, as the officer may deem necessary, advisable or appropriate to implement the purposes and intent of the foregoing resolutions; each such agreement, instrument and document to be in such form and to contain such terms and conditions, consistent with the foregoing resolutions, as the officer may approve, the execution and delivery of any such agreement, instrument or document by the officer or the taking of such action to be conclusive evidence of such authorization and approval; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that the officers of the Cooperative are authorized to approve and execute future amendments to the Severance Plan, in order to facilitate efficient administration and implementation of the Plan.