THE PERKIN-ELMER CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
Effective Date: August 1, 1979
Amended: August 1, 1985
May 21, 1987
August 1, 1988
August 1, 1991
July 1, 1995
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THE PERKIN-ELMER CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
1. Purpose. This Supplemental Retirement Plan (hereinafter referred to
as the "Plan") is intended to provide covered employees with supplemental
retirement benefits from The Perkin-Elmer Corporation (the "Corporation") in
recognition of the additional compensation actually received by such employees
under the terms of the Corporation's Contingent Compensation Plan for Key
Employees and the Incentive Compensation Plan which payments are not included as
compensation for benefit purposes under The Employee Pension Plan of The
Perkin-Elmer Corporation. This Plan is unfunded, noncontributory and is not
qualified under the provisions of the Internal Revenue Code of 1954, as amended.
2. Participants. All key employees of the Corporation or one of its
United States subsidiaries selected for participation in the Contingent
Compensation Plan for Key Employees or the Incentive Compensation Plan are
automatically Participants in the Plan. A key employee who has become a
Participant under this Plan shall continue to be considered a Participant, for
purposes of this Plan only, so long as the key employee has a right to a benefit
under this Plan.
3. Definitions.
(a) "Compensation" shall mean payments accrued for a current Fiscal Year
and paid in the subsequent Fiscal Year from the Contingent
Compensation Plan and the Incentive Compensation Plan. Payments
accrued as of the last day of the Fiscal Year will count as
Compensation if a Participant retires on the last day of the Fiscal
Year but prior to receipt of such payment.
(b) "Final Average Compensation" shall mean the Participant's average
Compensation received during the three (3) consecutive Fiscal Years
out of the ten (10) Fiscal Years prior to and including a
Participant's termination of employment which produce the highest
average. Rules governing Final Average Compensation are as follows:
(i) Only Fiscal Years commencing after June 30, 1995 shall be
counted.
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(ii) Fiscal Years while a Participant during which Compensation is
not awarded from the Contingent Compensation Plan and
Incentive Compensation shall count as zero for purposes of
Compensation and as a Fiscal Year for purposes of averaging.
(iii) If a Participant has less than three (3) Fiscal Years
Compensation after June 30, 1995, Final Average Compensation
shall mean the average of the Compensation received in all
Fiscal Years after June 30, 1995 divided by the number of
Fiscal Years during which Compensation was accrued unless a
Participant meets (ii) above. In which instance, the
Participant will have a zero for purposes of Compensation for
that Fiscal Year, but a year for purposes of averaging.
(c) "Fiscal Year" shall mean the period commencing July 1 of each year
and ending on the following June 30.
(d) "Pre-July 1, 1995, Accrued Benefit" shall mean the Participant's
Accrued Annual Retirement Benefit under the terms of the Plan as of
June 30, 1995 and shall include the accrual for Compensation for the
Fiscal Year ending June 30, 1995.
(e) "Years of Service" shall mean continuous service measured from the
later of July 1, 1995 or the date a Participant first participates
in the Plan until the first day of the month coincident with or next
following the Participant's termination of employment. Months of
service while not a Participant in the Contingent Compensation Plan
or the Incentive Compensation Plan which occur after initial
participation in this Plan will not count as continuous service.
4. Accrued Annual Retirement Benefit. A Participant's Accrued Annual
Retirement Benefit payable at age sixty-five (65) in the form of a life annuity
shall be the sum of (a) and (b) where:
(a) The Participant's pre-July 1, 1995 Accrued Benefit; and
(b) The product of (i) times (ii) where:
(i) one and one-half percent (1.5%) of the Participant's Final
Average Compensation; and
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(ii) Years of Service.
5. Payment of Benefits. A Participant's accrued annual retirement
benefit will be paid as follows:
(a) Monthly payments upon retirement at or after the Participant's
Normal Retirement Date under the terms of The Employee Pension Plan
of The Perkin-Elmer Corporation, adjusted in accordance with the
optional form of retirement benefit elected by the Participant under
that Pension Plan.
(b) Reduced monthly payments upon early retirement, calculated pursuant
to terms of The Employee Pension Plan of The Perkin-Elmer
Corporation, adjusted in accordance with the optional form of
retirement benefit elected by the Participant under the Pension
Plan.
(c) Reduced monthly payments upon commencement of a deferred vested
pension under the terms of The Employee Pension Plan of The
Perkin-Elmer Corporation, adjusted in accordance with the optional
form of retirement benefit elected by the Participant under the
Pension Plan.
(d) Upon disability retirement of the Participant under the terms of The
Employee Pension Plan of The Perkin-Elmer Corporation, with benefits
commencing at the same time and under the same terms as applicable
under that Pension Plan.
(e) Upon the death of the Participant prior to retirement and on or
after attainment of eligibility for early retirement under The
Employee Pension Plan of The Perkin-Elmer Corporation, the surviving
spouse, if any, will receive a monthly benefit under the same terms
as are applicable under the Pension Plan.
(f) Upon the death of the Participant prior to retirement and prior to
attainment of eligibility for early retirement under The Employee
Pension Plan of The Perkin-Elmer Corporation, the surviving spouse,
if any, will be entitled to a Surviving Spouse Death Benefit of 50%
of the Participant's Deferred Vested pension under the Plan in
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accordance with the applicable provisions of The Employee Pension
Plan of The Perkin-Elmer Corporation.
(g) Anything in the Plan to the contrary notwithstanding, in the event
the monthly pension payable under this Plan to any Participant or
any Contingent Annuitant has a lump sum value less than or equal to
the sum stated in The Employee Pension Plan of The Perkin-Elmer
Corporation, the Committee may, but shall not be required to, direct
that the benefits be payable in one lump sum amount.
The factors used to determine the lump sum value of a benefit shall
be the same factors as applicable under that Pension Plan.
(h) A Participant who does not become entitled to benefits in accordance
with sub-paragraphs (a) through (g) above will receive no benefits
under this Plan.
6. Financing of Benefits. No separate trust, escrow account or any other
similar funding arrangement will be established to prefund the benefits provided
under this Plan. Payment of benefits under this Plan will be a general
obligation of the Corporation payable from the general funds of the Corporation.
7. Amendment or Termination. The Board of Directors of the Corporation
is authorized to amend or modify this Plan, or to suspend or terminate the Plan
in whole or in part, at any time in its sole discretion. The rights of all
Participants in this Plan shall be subject to the provisions of this Plan as
such Plan shall exist at any given time. Notwithstanding the foregoing, accrued
benefits under this Plan shall not be forfeitable.
8. Effective Date. This Plan shall become effective on August 1, 1979.
9. Miscellaneous Provisions. This Plan shall be administered by the
Pension Plan Committee of the Corporation (hereinafter referred to as the
"Committee"), appointed in accordance with the provisions of The Employee
Pension Plan of The Perkin-Elmer Corporation. In the administration of this Plan
the following considerations shall be applicable:
(a) Except as expressly provided herein, this Plan will be
administered by the Committee in a manner consistent with the
provisions of the Contingent
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Compensation Plan for Key Employees, the Incentive Compensation
Plan and The Employee Pension Plan of The Perkin-Elmer
Corporation.
(b) No benefit payable under this Plan shall be subject in any
manner whatsoever to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge.
(c) This Plan shall not be deemed to constitute a contract of
employment between the Corporation and any Participant for
any purpose whatsoever.
(d) All former Participants in the Contingent Compensation Plan for
Key Employees who have since retired directly from the
employment of the Corporation, and who are alive on the
effective date of this Plan, shall be treated as Participants in
this Plan. Such former Participants shall be entitled to a
benefit under this Plan computed as set forth above, with
payments commencing on the first day of the month following the
effective date of this Plan.
10. Applicable Law. This Plan shall be construed and its provisions
enforced and administered in accordance with the laws of the State of New York.
11. Payment in the event of Change in Control. Notwithstanding any other
provision of this Plan, if, within three years of a Change in Control, the
employment of a Participant is terminated by the Participant for Good Reason or
by the Corporation without Cause, then the Participant will be entitled to
payment of his accrued annual retirement benefit commencing on or after the date
the Participant attains age 55. The Participant may elect, by written notice to
the Committee at least 30 days in advance, the date on which this benefit
commences and the form of payment of such benefit, which may be any optional
form of benefit permitted under The Employee Pension Plan of The Perkin-Elmer
Corporation. If a Participant's annual retirement benefit commences prior to
what would have been his Normal Retirement Date under the Pension Plan or is
paid in a form other than an annuity for his life only, the amount of such
benefit shall be adjusted in accordance with the adjustments under the Pension
Plan. If the Pension Plan is not in effect on the date benefit payments commence
hereunder, all references in this Section to the Pension Plan shall be
understood to refer to the terms and conditions of the Pension Plan immediately
prior to the date it is terminated.
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For purposes of this Section:
(a) A "Change in Control: shall have occurred if (i) any "person" within
the meaning of Section 14(d) of the Securities Exchange Act of 1934 becomes the
"beneficial owner" as defined in Rule 13d-3 thereunder, directly or indirectly,
of more than 25% of the Corporation's Common Stock, (ii) any "person" acquires
by proxy or otherwise, other than pursuant to solicitations by the Incumbent
Board (as hereinafter defined), the right to vote more than 35% of the
Corporation's Common Stock for the election of directors, for any merger or
consolidation of the Corporation or for any other manner or question, (iii)
during any two-year period, individuals who constitute the Board of Directors of
the Corporation (the "Incumbent Board") as of the beginning of the period cease
for any reason to constitute at least a majority thereof, provided that any
person becoming a director during such period whose election or nomination for
election by the Corporation's stockholders was approved by a vote of at least
three-quarters of the Incumbent Board (either by a specific vote or by approval
of the proxy statement of the Corporation in which such person is named as a
nominee for director without objection to such nomination) shall be, for
purposes of this clause (iii) considered as though such person were a member of
the Incumbent Board, or (iv) the approval by the Corporation's stockholders of
the sale of all or substantially all of the assets of the Corporation.
(b) Termination by the Corporation of the employment of a Participant
for "Cause" shall mean termination upon (i) the willful and continued failure by
the Participant to perform substantially his duties with the Corporation (other
than any such failure resulting from the Participant's incapacity due to
physical or mental illness) after a demand for substantial performance is
delivered to the Participant by the Chairman of the Board or President of the
Corporation which specifically identifies the manner in which such executive
believes that the Participant has not substantially performed his duties, of
(ii) the willful engaging by the Participant in illegal conduct which is
materially and demonstrably injurious to the Corporation.
For purposes of this subparagraph (b), no act, or failure to act, on the part of
the Participant shall be considered "willful" unless done, or omitted to be
done, by such Participant in bad faith and without reasonable belief that the
Participant's action or omission was in, or not opposed to, the best interests
of the Corporation. Notwithstanding the foregoing, a Participant shall not be
deemed to have been terminated for Cause unless and until there shall have been
delivered to such Participant a copy of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire membership of the
Board at a meeting of the Board called and held for the purpose (after
reasonable notice to such Participant and an opportunity for him, together with
his
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counsel, to be heard before the Board), finding that in the good faith opinion
of the Board such Participant was guilty of the conduct set forth above in (i)
or (ii) of this subparagraph (b) and specifying the particulars thereof in
detail.
(c) Termination by the Participant of employment for "Good Reason"
shall mean termination based on:
(i) an adverse change in the status of the Participant (other than any
such change primarily attributable to the fact that the Corporation may
no longer be publicly owned) or position(s) as an officer of the
Corporation as in effect immediately prior to the Change in Control, or
the assignment to the Participant of any duties or responsibilities
which, in his reasonable judgement, are inconsistent with such status
position(s), or any removal of the Participant from or any failure to
reappoint or reelect him to such position(s) (except in connection with
the termination of the Participant's employment for Cause, total
disability or retirement on or after attaining age 65 or as a result of
death or by the Participant other than for Good Reason);
(ii) a reduction by the Corporation in the Participant's base salary as
in effect immediately prior to the Change in Control;
(iii) a material reduction in the Participant's total annual
compensation; a reduction for any year of over 10% of total compensation
measured by the preceding year without a substantially similar reduction
to other executives shall be considered "material"; provided, however,
the failure of the Corporation to adopt or renew a stock option plan or
to grant stock options to the Participant shall not be considered a
reduction; and
(iv) the Corporation's requiring the Participant to be based more than
fifty miles from the site to which he regularly reported for work prior
to the Change in Control, except for required travel on the
Corporation's business to an extent substantially consistent with the
business travel obligations which he undertook on behalf of the
Corporation prior to the Change in Control.
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AMENDMENT TO
THE PERKIN-ELMER CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
WHEREAS, The Perkin-Elmer Corporation ("Company") last amended and restated The
Perkin-Elmer Corporation Supplemental Retirement Plan (the "Plan") effective as
of July 1, 1995; and
WHEREAS, the Board of Directors of the Company pursuant to Section 7 may amend
the plan from time to time; and
WHEREAS, it has been determined that certain amendments are required at this
time.
NOW, THEREFORE, the Plan be amended effective October 1, 1996 as follows:
1. Section 3(a) of the Plan is amended by adding a new sentence which shall
appear as the second sentence and shall now read as follows:
"Compensation shall include any amounts of Incentive Compensation or
Contingent Compensation which is contributed by the Company pursuant to a
salary reduction agreement and which is not includable in the gross income
of the Employee because it is made to a deferred compensation plan
sponsored by the Company."
