Excess Benefit Plan - Perkin-Elmer Corp.
THE EXCESS BENEFIT PLAN
OF
THE PERKIN-ELMER CORPORATION
Effective August 1, 1984
Restated August 1, 1989
Amended June 30, 1993
Restated October 1, 1995
Amended April 1, 2000
Amended August 17, 2000
Working Copy
Incorporating First and Second Amendments to Plan
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INDEX
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Page No.
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ARTICLE 1 Definitions 1
ARTICLE 2 Purpose of Plan 3
ARTICLE 3 Eligibility 4
ARTICLE 4 Benefits 5
ARTICLE 5 Administration 7
ARTICLE 6 Amendment and Termination 8
ARTICLE 7 Miscellaneous 9
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THE EXCESS BENEFIT PLAN
OF
THE PERKIN-ELMER CORPORATION
The Perkin-Elmer Corporation, a New York corporation having its
principal place of business in Norwalk, Connecticut, hereby restates as of
October 1, 1995 The Excess Benefit Plan of The Perkin-Elmer Corporation which
was effective as of August 1, 1984.
ARTICLE 1
Definitions
The words and phrases defined hereinafter shall have the following
meaning:
Section 1.1 - Act. The Employee Retirement Income Security Act of
1974.
Section 1.2 - Beneficiary. The person or persons named under the
provisions of Section 4.4 of this Plan.
Section 1.3 - Board of Directors. The Board of Directors of the
Company.
Section 1.4 - Code. The Internal Revenue Code of 1986, as amended,
or as it may be amended from time to time.
Section 1.5 - Company. The Perkin-Elmer Corporation, a New York
corporation, or any successor to it in ownership of all or substantially all of
its assets.
Section 1.6 - Committee. The Committee appointed by the Board of
Directors as provided for in Article XII of The Employee Pension Plan of The
Perkin-Elmer Corporation.
Section 1.7 - Effective Date. August 1, 1984. The effective date of
this restatement is October 1, 1995.
Section 1.8 - Employee. Any person, including any officer or director
who is employed in the service of the Company and who is a participant in the
Pension Plan or the Savings Plan.
1
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Section 1.9 - Pension Plan. The Employee Pension Plan of The
Perkin-Elmer Corporation formerly known as the Employee Retirement Plan of The
Perkin-Elmer Corporation.
Section 1.10 - Plan. The Excess Benefit Plan of The Perkin-Elmer
Corporation.
Section 1.11 - Plan Year. The period August 1, 1992 through June 30,
1993 shall constitute a short Plan Year. Thereafter, a Plan Year shall mean each
twelve (12) consecutive month period from July 1 to the next succeeding June 30.
Section 1.12 - Savings Plan. The Employee Savings Plan of The
Perkin-Elmer Corporation formerly known as the Profit Sharing and Savings Plan
of The Perkin-Elmer Corporation.
Any word or phrase that is not a defined term in this section, which is
a defined word or term in either the Savings Plan or Pension Plan and is used in
this Plan, shall have the same meaning as the Plan in which it appears.
2
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ARTICLE 2
Purpose of Plan
Section 2.1 - Purpose. This Plan is designed to provide retirement
benefits payable out of the general assets of the Company where benefits cannot
be paid under the Pension Plan and/or contributions are limited under the
Savings Plan because of the application of Code Section 415 and Code Section
401(a)(17) and the provisions of the Pension Plan and/or the Savings Plan which
implement such sections.
3
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ARTICLE 3
Eligibility
Section 3.1 - Eligibility. Any Employee or his Beneficiary shall be
eligible for coverage under this Plan if such Employee is an officer of the
Company or is highly compensated within the meaning of Code Section 414(q).
4
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ARTICLE 4
Benefits
Section 4.1 - Amount of Benefits. The benefit payable under this Plan
shall be equal to the sum of the following amounts:
a) the benefit, if any, which, when calculated under the Pension
Plan without taking into account the provisions of the Pension
Plan dealing with limits on pensions imposed by Code Section 415
and Code Section 401(a)(17), is in excess of the benefit payable
to or on behalf of the Employee under the Pension Plan after
taking into account such provisions; and
b) an amount equal to the Automatic Company Contributions and/or
Company Matching Contributions which would have been allocated
on behalf of the Employee under Article III of the Savings Plan
if the limitations of Code Sections 401(a)(17) and 415 were
inapplicable, adjusted to take into account investment income
and gain or loss experienced by Vanguard LifeStrategy Moderate
Growth Fund of the Savings Plan. Should any Automatic Company
Contributions and/or Company Matching Contributions be
inadvertently allocated to the Employee's Account in the Savings
Plan in excess of the limitations of Section 401(a)(17) and/or
Section 415, upon correction in the Savings Plan, the Employee's
account in this Plan will be credited with the actual income and
gain or loss experienced in the Savings Plan.
Section 4.2 - Form of Benefit Payments. Benefits payable to or on
behalf of an Employee or his Beneficiary resulting from the provisions of
subsection 4.1(a) shall be paid in monthly installments after adjustment in
accordance with the optional form of benefit payable elected under the Pension
Plan. Benefits payable to or on behalf of an Employee or his Beneficiary
resulting from the provisions of subsection 4.1(b) shall be paid in cash in a
single lump sum or in installments in the form of a term-certain annuity, a
single life annuity or a joint and survivor annuity, or by a combination of such
methods, as determined by the Committee in its discretion.
Section 4.3 - Time of Benefit Payments. Benefits due under this Plan
shall be paid at such time or times following the Employee's termination,
retirement or death as the Committee in its discretion determines.
5
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Section 4.4 - Beneficiary in the Event of Death. Upon the death of an
Employee, any remaining benefits due under this Plan to an Employee other than
benefits resulting from subsection 4.1(a) shall be distributed to (1) the
Beneficiary designated by the Employee under this Plan, or if none, (2) the
Beneficiary designated by the Employee under the Pension Plan, or if none, (3)
the Beneficiary designated by the Employee under the Savings Plan, or if none,
(4) the estate of the deceased Employee.
The designation of Beneficiary under this Plan shall be made on a form
specified by the Committee and may be changed from time to time in the manner
prescribed by the Committee.
Section 4.5 - Benefits Unfunded. Benefits payable under this Plan shall
be paid by the Company each year out of its general assets and shall not be
funded in any manner.
Section 4.6 - Vesting. An Employee shall not have a right to a benefit
under this Plan unless:
a) for purposes of the Section 4.1(a) benefit, he has five (5) years
of vesting service under the Pension Plan; and
b) for purposes of the Section 4.1(b) benefit, he has completed years
of vesting service under the Savings Plan in accordance with the
following schedule:
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Years of Vesting Service Vested Percentage
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Less than 1 0%
1 but less than 2 25%
2 but less than 3 50%
3 but less than 4 75%
4 or more 100%
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6
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ARTICLE 5
Administration
Section 5.1 - Duties of Committee. This Plan shall be administered by
the Committee in accordance with its terms and purposes. The Committee shall
determine the amount and manner of payments of the benefits due to or on behalf
of each Employee and/or his Beneficiary from this Plan and shall cause them to
be paid accordingly.
Section 5.2 - Finality of Decisions. The decisions made by and the
actions taken by the Committee in the administration of this Plan shall be final
and conclusive on all persons, and the members of the Committee shall not be
subject to individual liability with respect to this Plan.
Section 5.3 - Claims Procedure. A claim for benefits under the Plan
must be made to the Committee in writing. The Committee shall provide adequate
notice in writing within sixty (60) days of the receipt of the claim for
benefits to any Participant, Contingent Annuitant or Beneficiary whose claim for
benefits under the Plan has been denied, setting forth the specific reasons for
such denial, written in as simple language as possible. If a claim is denied, in
whole or in part, the Committee shall send the claimant a notice of denial
explaining the reasons for denial of the claim. A claimant whose claim has been
denied, or his authorized representative, may request a review of the denial,
but such a request must be in writing, and must be submitted to the Committee
within ninety (90) days after the claimant's receipt of the notice of denial.
Upon appeal for review by a claimant whose claim for benefits from the Plan has
been denied in whole or in part, the claimant shall be given an opportunity to
review the Plan document with a representative of the Committee and shall
further be given the opportunity to submit in writing any statement or comments
material or relevant to the claim.
The review of a claim which has been denied shall be made by the
Committee within sixty (60) days of the receipt of the request for review,
unless the Committee determines that special circumstances required additional
time, in which case a decision shall be rendered not later than one hundred
twenty (120) days after receipt of the request for review. The decision of the
review shall be in writing and shall include specific reasons for the decision,
written in as simple language as possible with specific reference to the
pertinent Plan provisions on which the decision is based.
7
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ARTICLE 6
Amendment and Termination
Section 6.1 - Amendment and Termination. While the Company intends to
maintain this Plan in conjunction with the Pension Plan and the Savings Plan for
as long as necessary, the Company acting through its Board, reserves the right
to amend and/or terminate it at any time for whatever reasons it may deem
appropriate.
8
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ARTICLE 7
Miscellaneous
Section 7.1 - No Employment Rights. Nothing contained in this Plan
shall be construed as a contract of employment between the Company and any
Employee, or as a right of any Employee to be continued in employment or as a
limitation of the right of the Company to discharge any Employee with or without
cause.
Section 7.2 - Unsecured Creditor. Employees and their Beneficiaries,
heirs and successors under this Plan shall have solely those rights of an
unsecured creditor of the Company. Any and all assets of the Company shall not
be deemed to be held in trust for any Employee, their Beneficiaries, heirs and
successors, nor shall any assets be considered security for the performance of
obligations of the Company and said assets shall at all times remain unpledged,
unrestricted general assets of the Company. The Company's obligation under the
Plan shall be an unsecured and unfunded promise to pay benefits at a future
date.
Section 7.3 - Non-Assignability. The Participant and their
Beneficiaries, heirs and successors shall not have any right to commute, sell,
pledge, assign, transfer or otherwise convey the right to receive any payment
under this Plan. The right to any payment of benefit shall be non-assignable and
non-transferable.
Section 7.4 - Withholding Taxes. The Committee may take any appropriate
arrangements to deduct from all amounts paid under the Plan any taxes required
to be withheld by any government or governmental agency.
Section 7.5 - Invalidity of Certain Provisions. If any provision of
this Plan is held invalid or unenforceable, such invalidity or
unenforceabilility shall not affect any other provision hereof and this Plan
shall be construed and enforced as if such provision had not been included.
Section 7.6 - Incapacity. In the event that any Participant is unable
to care for his affairs because of illness or accident, any payment due may be
paid to the Participant's spouse, parent, brother, sister or other person deemed
by the Committee to have incurred expenses for the care of such Participant,
unless a duly qualified guardian or other legal representative has been
appointed.
9
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Section 7.7 - Law Applicable. This Plan shall be governed by the laws
of the State of Connecticut.
10