Exhibit 10(h)
SCHERING-PLOUGH CORPORATION
Amendments to
Supplemental Executive Retirement Plan
The Supplemental Executive Retirement Plan is hereby amended
effective as of October 1, 1994, as follows:
1. SECTION 1, Definitions, is hereby amended in its entirety to
read as follows:
1.1 "Affiliate" means any corporation, partnership or other
organization controlled by or under common control with the
Corporation.
1.2 "Basic Plan" means as to any Participant or Former
Participant the qualified retirement or pension plan of the
Corporation or an Affiliate pursuant to which retirement benefits
are payable to such Participant or Former Participant or to the
Surviving Spouse or designated Beneficiary of a deceased
Participant or Former Participant.
1.3 "Basic Plan Benefit" means the amount of benefit payable
from the Basic Plan to a Participant or Former Participant.
1.4 "Board" means the Board of Directors of Schering-Plough
Corporation.
1.5 "Change of Control" means Change of Control as defined in
the Corporation's 1992 Stock Incentive Plan.
1.6 "Committee" means the Committee provided for in Section 6
of the Plan.
1.7 "Corporation" means Schering-Plough Corporation, a New
Jersey Corporation, and any successor or assigns thereto.
1.8 "Deferral Rate" means a rate equal to the actual yield on
three-month U.S. Treasury bills as reported in the Wall Street
Journal on the first business day of each calendar quarter.
1.9 "Earnings" means the base pay received as an employee as
salary or wages, including any amounts deferred under a plan
qualified under Section 401(k) of the Internal Revenue Code, and
bonuses awarded under any executive or management incentive plan
of the Corporation or an Affiliate, excluding without limitation
any stock awards, stock options and rights under any Stock
Option, Employee Stock Ownership, or Stock Incentive Plan of the
Corporation, any pensions, profit-sharing, pay in lieu of
vacation, or other special remuneration.
"Average Final Earnings" means a Participant's or Former
Participant's average annual Earnings during the sixty
consecutive months for which his Earnings were highest during the
last one hundred twenty consecutive months of his Service.
1.10 "Effective Date" means January 1, 1983.
1.11 "Former Participant" means an executive employee who has
been removed from further participation in the Plan.
1.12"Optional Survivor's Benefit Payment Date" means (a), in the
case of a Participant or Former Participant having at least ten
years of employment with the Corporation or an Affiliate, the
first day of the month coincident with or next following the date
of his death and (b), in the case of a Participant or Former
Participant having less than ten years of employment with the
Corporation or an Affiliate, the first day of the month
coincident with or next following (i) the date on which the
Participant or Former Participant would have attained age 55 or,
(ii) if later, the date on which the Participant or Former
Participant dies.
1.13 "Other Retirement Income" means retirement income payable
to a Participant or Former Participant from the following
sources:
(a) any Retirement Benefits Equalization Plan of the Corporation
or an Affiliate; and
(b) any other contract, agreement or other arrangement with the
Corporation or an Affiliate (excluding any Basic Plan) to the
extent it provides retirement or pension benefits.
1.14 "Participant" means an executive employee of the
Corporation or an Affiliate who becomes a participant in the plan
pursuant to Section 2.
1.15 "Plan" means this Supplemental Executive Retirement Plan,
as amended from time to time.
1.16 "Retirement" means the termination of a Participant's or
Former Participant's employment with the Corporation or an
Affiliate on one of the retirement dates specified in Section 3
or the deemed retirement of a Participant or a Former Participant
pursuant to an employment agreement between him and the
Corporation.
1.17 "Service" means a Participant's period of employment with
the Corporation or an Affiliate for which benefits are accrued
under the relevant Basic Plan.
1.18 "Surviving Spouse" means the spouse of a deceased
Participant or Former Participant to whom such Participant or
Former Participant has been validly married for a continuous
period of at least one year immediately preceding such
Participant or Former Participant's death.
1.19 The masculine gender, where appearing in the Plan, will be
deemed to include the feminine gender, and the singular may
include the plural, unless the context clearly indicates the
contrary.
2. The last sentence of SECTION 4.3 is hereby amended in its
entirety to read as follows:
The Benefit of a Participant or Former Participant, whose
employment is terminated other than by Retirement, disability, or
death, shall be an annual benefit payable monthly commencing on
the first day of the calendar month coincident with or next
following his Normal Retirement Date, as determined under the
preceding sentence but without taking into account the reduction
factors, and if such Benefit is payable in a lump sum or annual
installments pursuant to an election made in accordance with
Section 4.6, payment thereof shall be made or commence on such
Normal Retirement Date or on the first day of any month
thereafter not later than the second anniversary of such Normal
Retirement Date.
3. SECTION 4.6 is hereby amended in its entirety to read as
follows:
4.6 The benefits under this Plan shall be payable to a
Participant or Former Participant in the normal form such
Participant's or Former Participant's retirement benefits would
be payable under the Basic Plan determined solely on the basis of
his marital status on his retirement benefit commencement date
and without regard for any optional form of benefits elected
under the Basic Plan. Notwithstanding the preceding sentence, a
Participant or Former Participant may elect that payment of any
benefits under this Plan shall be made in accordance with any
optional form of benefit available under the Basic Plan or as
hereinafter provided in this Section 4.6. A Participant or
Former Participant may elect (the "Participant's Lump Sum
Election") to receive payment of the actuarial equivalent of the
aggregate of his benefits under this Plan and any Survivor's
Benefit payable to his Surviving Spouse under this Plan in a lump
sum in cash or in up to five equal annual cash installments on or
commencing on his Early Retirement Date, Normal Retirement Date,
or Deferred or Postponed Retirement Date or the first day of any
month thereafter not later than the second anniversary of such
Early Retirement Date, Normal Retirement Date, or Deferred or
Postponed Retirement Date, as the case may be. If a Participant
or a Former Participant terminates his employment by Retirement
and dies with a Participant's Lump Sum Election in effect but
prior to the payment of the full amount of such lump sum or
annual installments, payment of the unpaid amount thereof shall
be made to his Surviving Spouse, designated Beneficiary or estate
in accordance with such Election. Payment made in accordance
with either of the two preceding sentences to the Participant or
Former Participant, his Surviving Spouse, designated Beneficiary
or estate shall constitute full and complete satisfaction of the
Company's obligation in respect of the benefits of such
Participant or Former Participant and any Survivor's Benefit of
his Surviving Spouse. If a Participant or Former Participant
dies before Retirement, the Company shall have no obligation in
respect of his benefits under this Plan and shall be obligated to
pay any Survivor's Benefit, if, but only if, his spouse shall
survive him. If the Participant or Former Participant does not
make the Participant's Lump Sum Election, he may nevertheless
elect (the "Survivor's Lump Sum Election") that if he should die
prior to termination of employment, his Surviving Spouse shall
receive the actuarial equivalent of her Survivor's Benefit, if
any, in a lump sum in cash or in up to five equal annual cash
installments on or commencing on the Optional Survivor's Benefit
Payment Date or the first day of any month thereafter not later
than the first day of the month coincident with or next following
the second anniversary of the Optional Survivor's Benefit Payment
Date. A Participant or a Former Participant may make any
election pursuant to this Section 4.6, or may modify or rescind
such an election previously made: (a), in the case of an election
of a form of benefit other than a lump sum or annual installments
pursuant to a Participant's Lump Sum Election or a Survivor's
Lump Sum Election, at any time prior to the Participant's or
Former Participant's Retirement, except that in the case of a
Participant or Former Participant whose employment is terminated
other than by Retirement, such election, modification or
rescission must be made at least 90 days prior to his Normal
Retirement Date; (b), in the case of a Participant's Lump Sum
Election by a Participant or a Former Participant whose
Retirement occurs on or after October 1, 1994, and on or before
July 1, 1995, at least 30 days prior to the date of his
Retirement; (c), in the case of a Participant's Lump Sum Election
by a Participant or a Former Participant who is not covered by
clause (b) of this sentence, not later than the end of the
calendar year preceding the calendar year in which the
termination of his employment occurs and at least six months
prior to such termination of employment; and (d), in the case of
a Survivor's Lump Sum Election by a Participant or Former
Participant, at least six months prior to his death; provided,
however, that in the event of a Change of Control, a Participant
or Former Participant may make a Participant's Lump Sum Election
or a Survivor's Lump Sum Election, or modify or rescind such an
Election previously made, within a period of 60 days following
such Change of Control but in no event later than 30 days prior
to the date of the termination of his employment. Any election
pursuant to this Section 4.6, or any modification or rescission
of a previous election, shall be made in writing and filed with
the Committee before the applicable limitation of time specified
in this Section 4.6, and any election purported to be filed after
the applicable limitation of time shall be void. Unless
otherwise specified in the written form of election, the
actuarial equivalent of the benefits payable to a Participant or
a Former Participant who has made a Participant's Lump Sum
Election, and the actuarial equivalent of any Survivor's Benefit
payable to his Surviving Spouse pursuant to a Survivor's Lump Sum
Election, shall be paid in five equal annual installments
commencing on his Early Retirement Date, Normal Retirement Date,
Deferred or Postponed Retirement Date, or the first day of the
month coincident with or next following his death, as the case
may be. If benefits under this Plan are payable to a Participant
or Former Participant in a different form than his retirement
benefits under the Basic Plan, the amount of the offset provided
in this Plan for such Participant's or Former Participant's Basic
Plan Benefit shall be actuarially converted into the form of
benefit payable under this Plan but solely for purposes of
calculating the amount of such offset. The amount of any lump
sum payment shall be equal to the actuarial present value of the
benefits payable under this Plan to a Participant, Former
Participant or Surviving Spouse calculated as of the Early
Retirement Date, Normal Retirement Date, Deferred or Postponed
Retirement Date, or date of death of the Participant or Former
Participant, as the case may be, by utilizing (a) the interest
rate determined as of such Retirement Date or date of death under
the regulations of the Pension Benefit Guaranty Corporation for
determining the present value of a lump sum distribution on plan
termination that were in effect on September 1, 1993, and (b) the
other applicable actuarial assumptions in use as of such
Retirement Date or date of death under the Basic Plan. The
amount of any annual installment shall be calculated by
converting the benefits payable under this Plan to a Participant,
Former Participant or Surviving Spouse, as the case may be, into
a lump sum amount in accordance with the preceding sentence and
by dividing such amount by the number of installments elected or
deemed to have been elected by the Participant or Former
Participant. The amount of any lump sum or annual installment of
the benefit of any Participant or Former Participant that is not
paid within fifteen days after the date of his Retirement, and
the amount of any lump sum or annual installment of any
Survivor's Benefit of his Surviving Spouse that is not paid
within fifteen days after the Optional Survivor's Benefit Payment
Date, shall bear interest from such fifteenth day after the date
of Retirement or the Optional Survivor's Benefit Payment Date, as
the case may be, to but excluding the date of payment of such
amount, at the Deferral Rate, compounded quarterly. Interest on
any such amount shall be paid on the date such amount is paid.
If the benefits under this Plan are to continue after a
Participant's or Former Participant's death for the benefit of
his spouse or a designated beneficiary, then such Participant or
Former Participant shall have the right at any time to change the
recipient of the survivorship benefit payable under this Plan;
provided, however, that any such change, if made after the
applicable deadline set forth in the Basic Plan, shall not affect
the amount of the benefit payable under this Plan as originally
calculated or the term for which such benefit is payable, also as
originally calculated. The Committee may, in its sole
discretion, defer the payment of any lump sum or initial annual
installment to a Participant or a Former Participant who is a
"covered employee" as defined in Section 162(m) of the Internal
Revenue Code of 1986, as amended, if such payment would be
subject to such Section's limitation on deductibility; provided,
however, that such payment shall not be deferred to a date later
than the earliest date in the year in which such payment would
not be subject to such limitation; and further provided that the
Company shall, at the time of payment of any amount so deferred,
pay interest thereon from the due date thereof at the Deferral
Rate, compounded quarterly.
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