THE PERKIN-ELMER CORPORATION
1993 DIRECTOR STOCK PURCHASE AND DEFERRED
COMPENSATION PLAN
(as amended June 19, 1997)
1. OBJECTIVE OF THE PLAN.
The Perkin-Elmer Corporation 1993 Director Stock
Purchase and Deferred Compensation Plan (the "Plan") is
established effective October 21, 1993 for the benefit of
directors of The Perkin-Elmer 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
Subparagraph 5.3.
2.2 "Board of Directors" shall mean the board of
directors of the Corporation.
2.3 "Common Stock" shall mean shares of the
common stock, par value $1.00 per share, of the
Corporation.
2.4 "Common Stock Unit" shall mean the
bookkeeping entry representing the equivalent of one
share of Common 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 "Stock Price" shall mean the simple average
of the high and low sales prices of a share of Common
Stock 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 Common 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
Common Stock for the Plan on such date.
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 Common Stock. Fifty
percent (50%) of the Fees of each Participant payable on and
after the Effective Date, shall be applied to the purchase
of Common Stock or, if deferred pursuant to Subparagraph
5.1, credited as Common Stock Units, at the Stock Price on
the Fees Payment Date. To the extent not deferred pursuant
to Subparagraph 5.1, whole shares of Common 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 Common Stock.
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4.2 Election to Receive Fees in Common 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 Common
Stock pursuant to Section 4.1 or which are not deferred
pursuant to Subparagraph 5.1, applied to the purchase of
Common Stock at the Stock Price on the Fees Payment Date.
Whole shares of Common 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 Common Stock.
A Participant may amend or terminate an election under
this Subparagraph 4.2 by written notice to the Corporate
Secretary. Such amendment or termination shall be effective
as of the next Fees Payment Date followingthe date of
delivery of such notice to the Corporate Secretary.
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 Subparagraph
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.
Notwithstanding the foregoing, no deferral shall be
permitted to the extent prohibited by applicable law.
5.2 Period of Deferral. Subject to Subparagraph 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 Paragraph 5.
5.4 Investment of Deferrals. Except as provided in
the next sentence, deferrals shall be credited to a
Participant's Account in Common Stock Units. With respect
to that portion of his or her deferrals under the Plan which
are not subject to Subparagraph 4.1, the Participant may
elect under the procedures set forth in Subparagraph 4.2
that such deferrals be credited to his or her Account in
dollar or Common Stock Units.
5.5 Amounts Credited to Accounts.
(a) Investment in Common Stock Units. To the
extent the deferral of a Participant's Fees is deemed
invested in Common Stock Units, such amounts shall
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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 Common Stock Units by dividing the amount of
Fees payable by the Stock Price as of such date. The
quotient, which shall be expressed in whole or
fractional Common Stock Units to the nearest one/one
hundredth (1/100th), shall be credited to the
Participant's Account as of such date.
Whenever cash dividends are paid with respect to
shares of Common Stock, each Participant's Account
shall be credited on the payment date of such dividend
with additional Common Stock Units (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 Common Stock
multiplied by the number of Common Stock Units
(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 Common Stock Unit shall be
the Stock Price as of the payment date of the dividend.
The number of Common 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
Common Stock. In the event of a merger, consolidation
or an acquisition involving more than 50% of the issued
and outstanding shares of Common Stock, the Board of
Directors shall have the authority to amend the Plan to
provide for the conversion of Common 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
Subparagraph 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 Common Stock
Units credited to such Accounts.
(b) Deferrals in Cash. To the extent not deemed
invested in Common Stock Units pursuant to Subparagraph
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 Subparagraph
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
Subparagraph 5.9, distributions of a Participant's Account
under the Plan shall be made as follows:
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(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.
5.7 Payment Upon Death. Notwithstanding any elections
pursuant to Subparagraphs 5.2 and/or 5.8 hereof, but subject
to Subparagraph 5.9 hereof, in the event of the death of the
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 Subparagraph 5.9, a
participant may elect to have his or her Account under the
Plan paid in a single distribution or equal annual
installments, not to exceed 10 annual installments. To the
extent a Participant's Account is deemed invested in Common
Stock Units, such Common Stock Units shall be converted to
Common 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 Common 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 Common Stock Units, a single distribution shall
consist of the number of whole shares of Common Stock equal
to the number of Common 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
Stock Price on the date as of which the distribution occurs.
In the event a Participant has elected to receive
annual installment payments, each such payment shall be
determined as follows:
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(i) To the extent his or her Account is deemed to
be invested in Common Stock Units, each such payment
shall consist of the number of whole shares of Common
Stock equal to the number of Common Stock Units
(including fractional units) credited to the
Participant's Account on the date as of which the
distribution occurs, divided by the number of annual
installments remaining as of such distribution date.
Cash shall be paid to Participants in lieu of
fractional shares, determined by reference to the 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 annual installments
remaining as of such distribution date.
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 Subparagraph 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 Subparagraph 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 Subparagraphs 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
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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 Common 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 that this Plan, in
form and operation, complies with regulations issued under
Section 16 of the Securities Exchange Act of 1934. In no
event may Paragraphs 3, 4 and 5 of the Plan be amended more
than once every six months other than to comport with
changes in the Internal Revenue Code of 1986, as amended, or
the Employee Retirement Income Security Act of 1974, as
amended.
8. STOCK RESERVED FOR THE PLAN.
One hundred thousand (100,000) shares of authorized but
unissued Common 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 granted or sold pursuant
to Awards granted under the Plan shall not exceed 100,000.
In the event of any changes in the outstanding Common
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
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required to be created inconnection herewith. Any amounts
which become payablehereunder shall be paid from the general
assets of theCorporation. 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 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
Common 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
Connecticut.
13. SHAREHOLDER APPROVAL.
This Plan shall be without force and effect unless
approved by the Corporation's shareholders.
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