1993 Director Stock Purchase and Deferred Compensation Plan - PE Corp.
PE CORPORATION
1993 DIRECTOR STOCK PURCHASE AND DEFERRED
COMPENSATION PLAN
(as amended through March 17, 2000)
1. OBJECTIVE OF THE PLAN.
The PE Corporation 1993 Director Stock Purchase and Deferred
Compensation Plan (the "Plan") is established effective October 21, 1993 for the
benefit of directors of PE Corporation (the "Corporation") who are not employees
of the Corporation or any of its subsidiaries. The Corporation has adopted the
Plan in recognition that its long-term success and achievements are enhanced and
the interests of its shareholders are best served when its outside directors
have a direct and personal stake in the performance of the Corporation's stock.
2. DEFINITIONS.
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
2.1 "Account" shall mean the deferred Fees account established
for a Participant pursuant to Section 5.3.
2.2 "Board of Directors" shall mean the board of directors of
the Corporation.
2.3 "Celera Stock" shall mean shares of PE Corporation -
Celera Genomics Group Common Stock, par value $.01 per share, of the
Corporation.
2.4 "Celera Stock Unit" shall mean the bookkeeping entry
representing the equivalent of one share of Celera Stock.
2.5 "Corporate Secretary" shall mean the person holding the
position of Secretary of the Corporation.
2.6 "Effective Date" shall mean October 21, 1993.
2.7 "Fees" shall mean all retainer, meeting and committee fees
payable to a non-employee director for service on the Board of
Directors for any calendar year from and after the Effective Date,
before any reduction pursuant to this Plan.
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2.8 "Fees Payment Date" shall mean the first calendar day of
the third month of each fiscal quarter or, if such date is not a
business day for the Corporation, the next succeeding business day.
2.9 "Participant" shall mean any member of the Board of
Directors who is not also a regular, salaried employee of the
Corporation or any of its subsidiaries.
2.10 "PE Biosystems Stock" shall mean shares of PE Corporation
- PE Biosystems Group Common Stock, par value $.01 per share, of the
Corporation.
2.11 "PE Biosystems Stock Unit" shall mean the bookkeeping
entry representing the equivalent of one share of PE Biosystems Stock.
2.12 "Stock" shall mean Celera Stock and/or PE Biosystems
Stock.
2.13 "Stock Price" shall mean the simple average of the high
and low sales prices of a share of Celera Stock or PE Biosystems Stock,
as the case may be, as reported in the report of composite transactions
(or other independent published source designated by the Board of
Directors) on the Fees Payment Date (or if there shall be no trading on
such date, then on the first previous date on which sales were made on
a national securities exchange). Notwithstanding the foregoing, if
Celera Stock or PE Biosystems Stock is purchased in the market for
purposes of the Plan on a Fees Payment Date, "Stock Price" shall mean
the actual average cost per share of the aggregate purchases of Celera
Stock or PE Biosystems Stock for the Plan on such date.
2.14 "Stock Unit" shall mean a Celera Stock Unit and/or a PE
Biosystems Stock Unit.
3. PARTICIPATION.
All members of the Board of Directors who are not also regular salaried
employees of the Corporation or any of its subsidiaries shall participate in the
Plan.
4. PAYMENT OF FEES.
4.1 Automatic Payment of Fees in Stock. Fifty percent (50%) of the Fees
of each Participant payable on and after the Effective Date, shall be applied to
the purchase of Celera Stock and/or PE Biosystems Stock or, if deferred pursuant
to Section 5.1, credited as Celera Stock Units or PE Biosystems Stock Units, at
the applicable Stock Price on the Fees Payment Date, in each case in the ratio
specified in or established by the Board of Directors pursuant to Section 4.3.
To the extent not deferred pursuant to Section 5.1, whole shares of Stock
purchased in respect of such Fees shall be issued to the Participant
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as soon as practicable thereafter. Cash shall be paid to a Participant in lieu
of a fractional share of Stock.
4.2 Election to Receive Fees in Stock. A Participant may elect, by
filing the appropriate election form with the Corporate Secretary before the
Fees Payment Date to which the election applies, to have up to that portion of
his or her Fees payable on and after such Fees Payment Date which are not
automatically paid in Stock pursuant to Section 4.1 or which are not deferred
pursuant to Section 5.1, applied to the purchase of Celera Stock and/or PE
Biosystems Stock at the applicable Stock Price on the Fees Payment Date;
provided, however, that such purchase of Stock of each class shall be in the
ratio specified in or established by the Board of Directors pursuant to Section
4.3. Whole shares of Stock purchased in respect of such Fees shall be issued to
the Participant as soon as practicable thereafter. Cash shall be paid to a
Participant in lieu of a fractional share of Stock.
A Participant may amend or terminate an election under this Section 4.2
by written notice to the Corporate Secretary. Such amendment or termination
shall be effective as of the next Fees Payment Date following the date of
delivery of such notice to the Corporate Secretary.
4.3 Allocation Between Stock. Purchases of Stock of each class under
Section 4.1 and Section 4.2 shall be made, as nearly as practicable, in the
ratio of the number of shares of such class then outstanding to the number of
shares of the other class then outstanding, or in such other ratio as shall be
determined by the Board of Directors from time to time. The Board of Directors
shall allocate each Participant's purchases of Stock of each class under the
Plan in order to maintain such Participants' holdings in accordance with this
ratio. The Board of Directors may, if it deems necessary, adopt specific rules
consistent with this Section 4.3.
5. DEFERRAL OF FEES.
5.1 Deferral Election. A Participant may elect to defer receipt of his
or her Fees, including all or any portion of his or her Fees which are subject
to Section 4.1 hereof, by filing the appropriate deferral form with the
Corporate Secretary on or before December 15th of the calendar year prior to the
calendar year in which such deferral is to be effective or, in the case of any
person elected to the Board of Directors after the Effective Date, within thirty
(30) days after such person first becomes eligible to participate in the Plan.
Any Participant who has made an effective election to defer the receipt
of Fees which election was in effect on October 21, 1993 may continue to defer
receipt of such Fees pursuant to such election; provided, however, that such
election and any such deferral which occurs on or after the Effective Date shall
be governed by the terms of this Plan.
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Notwithstanding the foregoing, no deferral shall be permitted to the
extent prohibited by applicable law.
5.2 Period of Deferral. Subject to Section 5.9, a Participant may elect
to defer receipt of Fees until (a) a specified date in the future, (b) cessation
of the Participant's service as a member of the Board of Directors or (c) the
end of the calendar year in which cessation of the Participant's service as a
member of the Board of Directors occurs.
5.3 Deferred Fees Account. There shall be established an Account in the
Participant's name on the books of the Corporation for each Participant electing
to defer Fees pursuant to this Section 5.
5.4 Investment of Deferrals. Except as provided in the next sentence,
deferrals shall be credited to a Participant's Account in Celera Stock Units
and/or PE Biosystems Stock Units. With respect to that portion of his or her
deferrals under the Plan which are not subject to Section 4.1, the Participant
may elect under the procedures set forth in Section 4.2 that such deferrals be
credited to his or her Account in cash or Stock Units.
5.5 Amounts Credited to Accounts.
(a) Investment in Stock Units. To the extent the deferral of a
Participant's Fees is deemed invested in Stock Units, such amounts
shall be credited to his or her Account in the following manner: on the
Fees Payment Date to which the deferral election applies, the amount
deferred shall be converted into a number of Stock Units by dividing
the amount of Fees payable by the sum of the Stock Prices as of such
date in the ratio specified in or established by the Board of Directors
pursuant to Section 4.3. The quotient, which shall be expressed in
whole or fractional Stock Units to the nearest one/one hundredth
(1/100th), shall be credited to the Participant's Account as of such
date in Celera Stock Units and PE Biosystems Stock Units; provided,
however, that if the ratio established by the Board of Directors
pursuant to Section 4.3 is other than 1:1, the number of Stock Units so
credited shall be appropriately adjusted to reflect such ratio.
Whenever cash dividends are paid with respect to shares of
Stock, each Participant's Account shall be credited on the payment date
of such dividend with additional Stock Units of the same class
(including fractional units to the nearest one/one hundredth (1/100th))
equal in value to the amount of the cash dividend paid on a single
share of such Stock multiplied by the number of Stock Units of the same
class (including fractional units) credited to a Participant's Account
as of the date of record for dividend purposes. For purposes of
crediting dividends, the value of a Stock Unit shall be the applicable
Stock Price as of the payment date of the dividend.
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The number of Stock Units credited to each Participant's
Account shall be appropriately adjusted and modified upon the
occurrence of any stock split, stock dividend or stock consolidation
affecting the Celera Stock or PE Biosystems Stock. In the event of a
merger, consolidation or an acquisition involving more than 50% of the
issued and outstanding shares of Celera Stock or PE Biosystems Stock,
the Board of Directors shall have the authority to amend the Plan to
provide for the conversion of Celera Stock Units or PE Biosystems Stock
Units credited to Participants' Accounts into units equal to shares of
stock of the resulting or acquiring company (or a related company), as
appropriate, if such stock is publicly traded or, if not, into cash of
equal value on the date of merger, consolidation or acquisition. If
pursuant to the preceding sentence cash is credited to Participants'
Accounts, income shall be credited thereon from the date such cash is
received to the date of distribution at the rate determined pursuant to
Section 5.5(b). If units representing publicly traded stock of the
resulting or acquired company (or a related company) are credited to
Participants' Accounts, dividends shall be credited thereto in the same
manner as dividends are credited on Stock Units credited to such
Accounts.
(b) Deferrals in Cash. To the extent not deemed invested in
Stock Units pursuant to Section 5.5(a), the Account of a Participant
will be credited with the dollar amount of the Participant's deferrals
as of the Fees Payment Date. Subject to Section 5.9, interest shall be
credited thereon from the date such cash is received to the date of
distribution quarterly, at the end of each calendar quarter, at a rate
per annum (computed on the basis of a 360 day year and a 91 day
quarter) equal to the prime rate announced publicly by Citibank, N.A.
at the end of such calendar quarter.
5.6 Distribution of Deferral Account. Subject to Section 5.9,
distributions of a Participant's Account under the Plan shall be made as
follows:
(a) if a Participant has elected to defer his or her Fees to a
specified date in the future, payment shall be as of such date and
shall be made or shall commence, as the case may be, within thirty (30)
days after the date specified;
(b) if a Participant has elected to defer his or her Fees
until cessation of his or her service as a member of the Board of
Directors, payment shall be as of the date of such cessation of service
and shall be made or shall commence, as the case may be, within thirty
(30) days after the cessation of the Participant's service as a
director; and
(c) if a Participant has elected to defer his or her Fees
until the end of the calendar year in which the cessation of his or her
service as a member of the Board of Directors occurs, payment shall be
made or commence, as the case may be, on or before December 31st of
such year.
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5.7 Payment Upon Death. Notwithstanding any elections pursuant to
Sections 5.2 and/or 5.8 hereof, but subject to Section 5.9 hereof, in the event
of the death of a Participant prior to the distribution of his or her Account
hereunder, the balance credited to such Participant's Account as of the date of
his or her death shall be paid, as soon as reasonably possible thereafter, in a
single distribution to the Participant's beneficiary or beneficiaries designated
on such Participant's deferral election form. If no such election or designation
has been made, such amounts shall be payable to the Participant's estate.
5.8 Form of Payment. Subject to Section 5.9, a Participant may elect to
have his or her Account under the Plan paid in a single distribution or in equal
annual, semi-annual or quarterly installments over a period not to exceed 10
years. To the extent a Participant's Account is deemed invested in Stock Units,
such Stock Units shall be converted to the applicable Stock on the distribution
date as provided in the next paragraph. To the extent deemed invested in units
of any other stock, such units shall similarly be converted and distributed in
the form of stock. To the extent invested in a medium other than Stock Units or
other units, each such distribution hereunder shall be in the medium credited to
the Participant's Account.
To the extent a Participant's Account is deemed invested in Stock
Units, a single distribution shall consist of the number of whole shares of the
applicable Stock equal to the number of Stock Units credited to the
Participant's Account on the date as of which the distribution occurs. Cash
shall be paid to a Participant in lieu of a fractional share, determined by
reference to the applicable Stock Price on the date as of which the distribution
occurs.
In the event a Participant has elected to receive installment payments,
each such payment shall be determined as follows:
(i) To the extent his or her Account is deemed to be invested
in Stock Units, each such payment shall consist of the number of whole
shares of Stock equal to the number of Celera Stock Units and PE
Biosystems Stock Units, as the case may be, (in each case including
fractional units) credited to the Participant's Account on the date as
of which the distribution occurs, divided by the number of installments
remaining as of such distribution date. Distributions in the form of
stock shall be rounded to the nearest 100 shares. Cash shall be paid to
Participants in lieu of fractional shares, determined by reference to
the applicable Stock Price on the date as of which the distribution
occurs.
(ii) To the extent his or her Account has been credited in
cash, each such payment shall be calculated by dividing the value on
the date the distribution occurs of that portion of the Participant's
Account which is in cash by the number of installments remaining as of
such distribution date.
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Each Participant or beneficiary agrees that prior to any distribution
under the Plan, he or she will make such representations and execute such
documents as are deemed by the Board of Directors to be necessary to comply with
applicable laws.
5.9 Split-Dollar Arrangements. Notwithstanding anything to the contrary
contained herein, in the event that the Company has paid any premiums under any
life insurance policies purchased in accordance with the terms of any
split-dollar insurance agreement between a Participant and the Company, the
Company shall have no obligation hereunder to make any distribution to such
Participant of that portion of the balance of such Participant's Account
credited in cash pursuant to Section 5.6 or 5.7 equal to the amount of such
premiums, or to credit any interest on such portion of such Account pursuant to
Section 5.5(b), unless and until such time as the Company shall be reimbursed in
full for the amount of such premium payments. At such time as the Company shall
have been reimbursed in full for the amount of such premium payments, the
balance of such Participant's Account so credited in cash shall be distributed
as follows: (i) if such Participant is on the date of such reimbursement in full
a Participant in the Plan, then in accordance with his or her election pursuant
to Sections 5.2 and 5.8, and (ii) if such Participant is not a Participant in
the Plan on the date of such reimbursement, then in a single distribution as
soon as reasonably possible after such date.
6. ADMINISTRATION OF THE PLAN.
The Board of Directors shall administer the Plan. The Board of
Directors shall have plenary authority in its discretion to interpret the Plan;
to prescribe, amend and rescind rules and regulations relating to it; to
determine the terms of Fees deferral agreements executed and delivered under the
Plan, including such terms and provisions as shall be requisite in the judgment
of the Board of Directors to conform to any change in any law or regulation
applicable thereto; and to make all other determinations deemed necessary or
advisable for the administration of the Plan. The Board of Directors'
determination on the foregoing matters shall be conclusive.
7. TERMINATION AND AMENDMENT OF THE PLAN.
The Board of Directors may at any time terminate the Plan or make such
modification or amendment of the Plan as it shall deem advisable; provided,
however, that no amendment may be made, without the approval by the holders of
the Stock, which would (i) materially increase the benefits accruing to
Participants under the Plan, (ii) increase the maximum number of shares reserved
for issuance under the Plan, or (iii) amend the requirements as to the class of
persons eligible to participate in the Plan and, provided further, that no
modification or amendment of the Plan shall reduce any amount already credited
to a Participant's Account as of the effective date of such modification or
amendment. This Plan may be amended without shareholder approval in order to
ensure
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that this Plan, in form and operation, complies with regulations issued under
Section 16 of the Securities Exchange Act of 1934.
8. STOCK RESERVED FOR THE PLAN.
Four hundred thousand (400,000) shares of authorized but unissued PE
Biosystems Stock are reserved for issuance and may be issued pursuant to the
terms of the Plan. One hundred thousand (100,000) shares of authorized but
unissued Celera Stock are reserved for issuance and may be issued pursuant to
the terms of the Plan.
In lieu of such unissued shares, the Corporation may, in its
discretion, transfer to Participants under the terms of the Plan treasury
shares, reacquired shares or shares bought in the market for the purposes of the
Plan, provided that (subject to the provisions of the next paragraph) the total
number of shares which may be issued under the Plan shall not exceed 400,000
shares of PE Biosystems Stock and 100,000 shares of Celera Stock.
In the event of any changes in the outstanding Celera Stock or PE
Biosystems Stock by reason of stock dividends, split-ups, spin-offs,
recapitalizations, mergers, consolidations, combinations or exchanges of shares
and the like, the aggregate number and class of shares available under the Plan
shall be appropriately adjusted.
9. NO INTEREST IN ASSETS.
No Participant or any other person shall have any interest in any
specific asset of the Corporation by reason of any amount credited to him or her
hereunder, nor any right to receive any distribution under the Plan except as
and to the extent expressly provided in the Plan. There shall be no funding of
any benefits which may become payable hereunder. No trust shall be created by
the execution or adoption of this Plan or be required to be created in
connection herewith. Any amounts which become payable hereunder shall be paid
from the general assets of the Corporation. Nothing in the Plan shall be deemed
to give any member of the Board of Directors any right to participate in the
Plan, except in accordance with the provisions of the Plan.
10. RESTRICTION AGAINST ASSIGNMENT.
The Corporation shall pay all amounts payable hereunder only to the
person or persons designated by the Plan as Participant or beneficiary, as
appropriate, and not to any other person or corporation. No part of a
Participant's Account shall be liable for the debts, contracts or engagements of
any Participant, his or her beneficiaries or successors in interest, nor shall
it be subject to execution by levy, attachment or garnishment or by any other
legal or equitable proceeding, nor shall any such person have any right to
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alienate, anticipate, commute, pledge, encumber or assign any benefits or
payments hereunder in any manner whatsoever.
11. GOVERNMENT REGULATIONS.
The Plan, and the deferral of Fees and purchase of Stock thereunder,
and the obligation of the Corporation to issue, sell and deliver shares, as
applicable, under the Plan, shall be subject to all applicable laws, rules and
regulations.
12. GOVERNING LAW.
This Plan shall be construed, regulated and administered under the
internal laws of the State of Delaware.
13. SHAREHOLDER APPROVAL.
This Plan shall be without force and effect unless approved by the
Corporation's shareholders.
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