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EXHIBIT 10.1
AMENDMENT 2000-1
BECKMAN COULTER, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective as of September 1,1998)
WHEREAS, Beckman Coulter, Inc. (the "Company") maintains the
Beckman Coulter, Inc. Executive Deferred Compensation Plan (As Amended and
Restated Effective as of September 1, 1998) (the "Plan");
WHEREAS, the Company has the right to amend the Plan, and the
Company desires to amend the Plan to reflect recent resolutions adopted by the
Board of Directors;
NOW, THEREFORE, the Plan is hereby amended, effective as of July
1, 2000, as follows:
ARTICLE I
TITLE AND DEFINITIONS
1. The definition of "Cash Deferral Account" in Article I of the
Plan is amended by adding the following sentence at the end thereof:
"In addition, the Cash Deferral Account of each Participant
eligible to receive a Sign-On Credit may be credited with an
additional amount in accordance with such Participant's election under
Section 3.2."
2. The definition of "Premium Units" in Article I of the Plan is
amended to read as follows:
"'Premium Units' shall mean the Stock Units credited to a
Participant's Stock Unit Account resulting from the premium associated
with the Participant's deferral of a particular percentage of Bonus
and/or Sign-On Credit in the form of Stock Units pursuant to Sections
4.2(c)(ii) and/or Section 4.2(g), as the case may be."
3. The definition of "Retirement" in Article I of the Plan is
amended to read as follows:
"'Retirement' shall mean the Participant's termination of
employment on or following the date the participant has completed (1)
five or more years of service, and the Participant's whole years of
age plus whole years of service total 65 or more, or (2) one or more
years of service, and the Participant is age 65 or greater. For a
Participant who is
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eligible to participate in either the Beckman Coulter, Inc. Pension
Plan or the Retirement Plus program under the 401(k) Plan, "years of
service" in the preceding sentence shall mean years of service as
calculated for vesting purposes in the applicable plan. For a
Participant who is not eligible to participate in either the Beckman
Coulter, Inc. Pension Plan or the Retirement Plus program under the
401(k) Plan, years of service shall mean complete years of service
with the Company determined according to the Participant's anniversary
date maintained by the Company; provided that for a Participant whose
employment with the Company began as a result of an acquisition by the
Company, service is determined using the acquisition date."
4. Article I of the Plan is amended by adding the following
definition immediately after the definition of "Salary" therein:
"'Sign-On Credit' shall mean an amount set forth in the
Participant's offer of employment letter from the Company to be
credited to a newly hired Participant's Account(s) as an incentive to
the Participant to become an employee of the Company. The Sign-On
Credit shall be offered only to Eligible Employees who are classified
by the Company as Vice President/Director or above."
5. The definition of "Stock Unit Account" in Article I of the
Plan is amended by adding the following sentence at the end thereof:
"In addition, the Stock Unit Account of each Participant eligible
to receive a Sign-On Credit may be credited with an additional amount
in the form of Stock Units pursuant to the Participant's election
under Section 4.2(g)."
ARTICLE III
DEFERRAL ELECTIONS
6. Article III of the Plan is amended by adding the following
Section 3.2 at the end thereof:
"3.2 Sign-On Credit Elections. An Eligible Employee whose
employment with the Company commences on or after July 1, 2000 and who
is notified in an offer of employment letter of his or her eligibility
to receive a Sign-On Credit under the Plan, shall make a single
election with respect to the time and form of payment of his or her
Sign-On Credit to be distributed to him or her as set forth in Section
6.1 below. In addition, such election shall specify whether the
Eligible Employee's Sign-On Credit is to be deferred in 1% increments
in the form of (i) cash, in accordance with Section 4.1 and/or (ii)
Stock Units, in accordance with Section 4.2(g). Any election made
under this Section 3.2 shall be made according to the rules prescribed
by the Committee and shall be irrevocable. Such an Eligible Employee
shall become a Participant as of the date the Sign-On Credit is
credited under the Plan."
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ARTICLE IV
ACCOUNTS
7. Section 4.1 of the Plan is amended by adding the following
paragraph (d) at the end thereof:
"(d) Crediting of Sign-On Credit to Cash Deferral Account. On or
as soon as administratively practical following the last day of the
initial pay period in which a Participant's employment with the
Company commences (or, if later, the date or dates set forth in the
Participant's offer of employment letter), the Committee shall credit
the Participant's Cash Deferral Account with an amount equal to the
portion of the Sign-On Credit (if any) that the Participant has
elected to be deferred under his or her Cash Deferral Account pursuant
to Section 3.2."
8. Section 4.2(e) of the Plan is amended by adding the following
to the end of the section:
"Quarterly contributions shall cease effective with the quarter
commencing January 1, 2001. Effective for the contributions made on
account of Plan Years commencing January 1, 2001 and thereafter, the
contributions under this sub-paragraph (e) shall be credited on an
annual basis corresponding to the timing of the contributions under
the Retirement Plus provisions of the 401(k) Plan."
9. Section 4.2 of the Plan is amended by adding the following
paragraph (g) at the end thereof:
"(g) Crediting of Sign-On Credit to Stock Unit Account. On or as
soon as administratively practical following the last day of the
initial pay period in which a Participant's employment with the
Company commences (or, if later, the date or dates set forth in the
Participant's offer of employment letter), a Participant's Stock Unit
Account shall be credited with a number of Units equal to the sum of
(i) and (ii), where (i) is the number of Stock Units which is equal to
the applicable portion of the Participant's Sign-On Credit divided by
the Fair Market Value of a share of Common Stock as of the last day of
such pay period, and (ii) is the number of Premium Units which is
equal to the product of the number of Stock Units determined in (i)
above, multiplied by the applicable percentage (not to exceed thirty
percent) determined in accordance with the table set forth in the
Participant's offer letter with respect to the percentage of Sign-On
Credit that the Participant has elected to defer in the form of Stock
Units."
10. Section 6.1(a) of the Plan is amended by inserting the phrase
"and/or Section 3.2, as the case may be" immediately after the phrase "Section
3.1" therein.
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IN WITNESS WHEREOF, the Company has caused its duly authorized
officer to execute this amendment to the Plan this 19th day of October, 2000.
BECKMAN COULTER, INC.
By /s/ Fidencio M. Mares
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Fidencio M. Mares
Vice President-Human Resources and
Corporate Communications
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