EXHIBIT 10(ii)
STRYKER CORPORATION
SUPPLEMENTAL SAVINGS AND RETIREMENT PLAN
1. PURPOSE OF THE PLAN
The purpose of this Stryker Corporation Supplemental Savings and
Retirement Plan is to provide a select group of the Company's executives
with an opportunity to defer a portion of their annual pay and to receive
the benefit of Company contributions, to the extent such benefits are
unavailable to such executives under the Savings Plan (as hereinafter
defined) as a result of limitations imposed by the Internal Revenue Code
of 1986, as amended, or other limitations imposed by the terms of such
plan.
2. DEFINITIONS
2.01 ACCOUNT shall mean the bookkeeping account maintained for a
Participant to record his Pay Deferrals, Matching Contributions, and
Company Discretionary Contributions, together with earnings thereon
credited pursuant to Section 7.03.
2.02 ADMINISTRATOR shall mean the Company. The Company may periodically
delegate some or all its duties as Administrator to a committee
appointed by the Board.
2.03 BOARD shall mean the Board of Directors of the Company.
2.04 CODE shall mean the Internal Revenue Code of 1986, as amended from
time to time.
2.05 COMPANY shall mean Stryker Corporation and any successor thereto.
Where the context requires, "Company" shall also include any
employer related to the Company any of whose employees ahve been
designated as eligible to participate in the Plan.
2.06 COMPANY DISCRETIONARY CONTRIBUTION shall mean the amount credited to
a Participant's Account pursuant to Article 6.
2.07 COMPENSATION shall mean "Compensation" as defined in the Savings
Plan; provided, however, that for purposes of the Plan the
limitation on a Participant's Compensation for a Plan Year shall be
200% of the Section 401(a)(17) Limitation for such Plan Year.
2.08 DEFERABLE COMPENSATION shall mean a Participant's Compensation for a
Plan Year that is ineligible for deferral under the Savings Plan
because it is earned after the Participant's pay deferrals under the
Savings Plan have attained the dollar limitation under Section
402(g)(1) of the Code (or such lesser limitation on pay deferrals as
may apply to the Participant under the terms of the Savings Plan)
for such Plan Year.
2.09 DISCRETIONARY CONTRIBUTION PERCENTAGE shall mean the employer's
discretionary contribution for a Plan Year under the Savings Plan,
expressed as a percentage of a participant's includible compensation
for such Plan Year under the Savings Plan.
2.10 EFFECTIVE DATE shall mean January 1, 1994.
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2.11 EMPLOYEE shall mean an employee of the Company.
2.12 ENTRY DATE shall mean January 1 of any Plan Year.
2.13 INVESTMENT ELECTION shall mean a Participant's election under
Article 7 of the investment fund or funds used to measure the
investment performance of the Participant's Account.
2.14 MATCHING CONTRIBUTION shall mean the amount credited to a
Participant's Account pursuant to Article 5.
2.15 PARTICIPANT shall mean an Employee who satisfies the requirements
for participation in the Plan pursuant to Section 3.01 and whose
Account has not been distributed.
2.16 PAY DEFERRAL ELECTION shall mean a Participant's election pursuant
to Section 4.01 to defer a portion of his Deferable Compensation.
2.17 PAY DEFERRALS shall mean the amounts credited to a Participant's
Account pursuant to Section 4.01.
2.18 PLAN shall mean this Stryker Corporation Supplemental Savings and
Retirement Plan, as amended from time to time.
2.19 PLAN YEAR shall mean the calendar year.
2.20 SAVINGS PLAN shall mean the Stryker Corporation Savings and
Retirement Plan for Salaried, Clerical, and Technical Employees, as
amended from time to time.
2.21 SECTION 401(a)(17) LIMITATION shall mean the dollar limitation
under Section 401(a)(17) of the Code in effect for a Plan Year.
2.22 SELECT GROUP shall mean, with respect to a Plan Year, the select
group of management or highly compensated Employees who are
designated by the Board of Directors as eligible to participate in
this Plan.
2.23 UNFORESEEABLE EMERGENCY shall have the meaning ascribed thereto in
Section 11.03.
2.24 VALUATION DATE shall mean the last day of each calendar quarter.
3. PARTICIPATION
3.01 PARTICIPATION. Any Employee who is a member of the Select Group
shall become eligible to participate in the Plan as of the Entry
Date coincident with or next following the latest of (i) the
Effective Date, (ii) the date he becomes eligible to participate in
the Savings Plan, or (iii) the date he becomes a member of the
Select Group. Participation in the Plan shall terminate when all
amounts credited to a Participant's Account have been distributed.
4. PAY DEFERRALS
4.01 PAY DEFERRAL ELECTIONS
(a) A Participant may elect to defer a portion of his Deferable
Compensation otherwise payable during the Plan Year by making a
written election on such form as the Administrator shall designate.
Such election shall specify a whole percentage of the Participant's
Deferable Compensation which the Participant elects to defer, which
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percentage may not exceed the maximum percentage of compensation
that may be deferred by nonhighly compensated employees under the
terms of the Savings Plan. Such election must be made prior to
the first day of such Plan Year or such earlier date as the
Administrator may specify, and may not be modified or revoked after
the commencement of such Plan Year except as provided in Sections
4.02 and 11.01.
(b) An amount deferred pursuant to a Pay Deferral Election shall be
withheld from the Deferable Compensation otherwise payable to the
Participant, and shall be credited to the Participant's Account as
of the date on which such amount was withheld.
(c) A Pay Deferral Election applies only to the Deferable Compensation
for the Plan Year to which such election relates. To defer a
portion of his Deferable Compensation in a subsequent Plan Year a
Participant must make a new Pay Deferral Election.
4.02 SUSPENSION OF DEFERRALS. Notwithstanding anything to the contrary
in this Article 4, in the event the Administrator approves a
Participant's request for a suspension of deferrals pursuant to
Section 11.01 on account of an Unforeseeable Emergency, the
Participant's Pay Deferral Election shall be suspended (and the
Participant shall be ineligible to make a new Pay Deferral Election)
with respect to any Compensation otherwise payable during the period
beginning on the date of such withdrawal or effective date of such
approval and ending on the last day of the next succeeding Plan
Year.
5. MATCHING CONTRIBUTIONS
5.01 For each Plan Year, the Company shall credit to the Account of each
eligible Participant a Matching Contribution equal to the lesser of
(i) 100% of such Participant's Pay Deferrals for such Plan Year or
(ii) 4% of such Participant's Compensation in excess of the Section
401(a)(17) Limitation for such Plan Year. Such Matching
Contribution shall be credited to the Participant's Account by the
March 15 following the end of such Plan Year.
5.02 A Participant shall be eligible for a Matching Contribution with
respect to a Plan Year only if he is eligible for a matching
contribution under the Savings Plan for such Plan Year.
6. COMPANY DISCRETIONARY CONTRIBUTIONS
6.01 For each Plan Year, the Company shall credit to the Account of each
eligible Participant a Company Discretionary Contribution equal to
such Participant's Compensation in excess of the Section 401(a)(17)
Limitation for such Plan Year, multiplied by the Discretionary
Contribution Percentage for such Plan Year. Such Company
Discretionary Contribution shall be credited to the Participant's
Account by the March 15 following the end of such Plan Year.
6.02 A Participant shall be eligible for a Company Discretionary
Contribution with respect to a Plan Year only if he is eligible for
an employer discretionary contribution under the Savings Plan for
such Plan Year.
7. INVESTMENT PERFORMANCE ELECTIONS
7.01 INITIAL ELECTION. Prior to the commencement of his participation in
the Plan, each Participant shall file an initial Investment Election
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which shall designate from among the investment funds available for
selection under the Plan the investment fund or funds which shall be
used to measure the investment performance of the Participant's
Account.
7.02 CHANGE IN ELECTION. A Participant may change his Investment
Election effective as of the first day of any calendar quarter by
filing a written notice with the Administrator at least 30 days in
advance of such date.
7.03 CREDITING OF INVESTMENT RETURN. As of each Valuation Date, each
Participant's Account shall, under such procedures as the
Administrator shall establish, be credited with any income, and
debited with any loss, that would have been realized if the amounts
credited to his Account had been invested in accordance with
his Investment Election. References in the Plan to Investment
Elections are for the sole purpose of attributing hypothetical
investment performance to each Participant's Account. Nothing
herein shall require the Company to invest, earmark, or set aside
its general assets in any specific manner.
7.04 AVAILABLE INVESTMENT FUNDS. The investment funds available for
selection under the Plan shall be the investment funds (other than
the employer stock fund) available for investment under the Savings
Plan.
8. ACCOUNTS
8.01 MAINTENANCE OF ACCOUNTS. The Administrator shall maintain or cause
to be maintained records showing the individual balances of each
Account. At least once per quarter each Participant shall be
furnished with a statement setting forth the value of his Account.
8.02 VESTING. A benefit shall be payable under this Plan only to the
extent that it is vested. The portion of a Participant's Account
attributable to Pay Deferrals, together with credited earnings or
losses thereon, shall be fully vested at all times. The portion of
a Participant's Account attributable to Matching Contributions and
Company Discretionary Contributions, and credited earnings and
losses with respect thereto, shall be vested only to the extent that
matching contributions and employer discretionary contributions
credited to the Participant's account under the Savings Plan are
vested. The nonvested portion of a Participant's Account shall be
forfeited at the same time, and under the same conditions, as
the nonvested portion of his account under the Savings Plan is
forfeited.
9. DISTRIBUTION OF BENEFITS
9.01 BENEFIT PAYMENT ELECTION. Prior to the commencement of his
participation in the Plan, each Participant shall file a benefit
payment election with the Administrator on such form as the
Administrator shall prescribe specifying (i) whether the
Participant's benefit is to be paid in a lump sum, in substantially
equal annual installments, or in a combination thereof, (ii) the
year in which such lump-sum payment is to be made or such
installments are to commence, and (iii) if installments are elected,
the number of such installments. Except as provided in Section
11.02, no portion of a Participant's benefit may be distributed
prior to his separation from service. Lump-sum payments may not be
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made later than, and installment payments may not extend beyond, the
tenth anniversary of the date of the Participant's separation from
service.
9.02 CHANGE IN ELECTION. A Participant's benefit payment election may be
changed from time to time, provided, however, that no such change
shall be effective if the Participant's separation from service from
the Company occurs less than one year after the date such change is
made. In such event the Participant's benefit shall be paid in
accordance with his most recent election or change in election
(other than a change in election made less than one year before his
separation from service).
9.03 DISTRIBUTION OF BENEFITS. Except as otherwise provided in Article
10 and Section 11.02, a Participant's Account shall be distributed
in accordance with his benefit election made in accordance with
Section 9.01 (after giving effect to any modifications to such
election pursuant to Section 9.02). The payment of any installment
or lump sum shall, in accordance with the Participant's election, be
made either (i) within 90 days after the end of the calendar quarter
during which the Participant separates from service or (ii) within
the first 90 days of a calendar year commencing after the
Participant separates from service.
10. DEATH OF A PARTICIPANT
10.01 Except as otherwise provided in Section 10.02, in the event of a
Participant's death prior to the distribution of his entire Account
balance, the remaining balance in his Account shall be distributed
in accordance with his benefit payment election made pursuant to
Section 9.01 (after giving effect to any modifications to such
election pursuant to Section 9.02). Such distribution shall be made
to the beneficiary designated by the Participant under the Savings
Plan, unless the Participant has specifically designated a different
beneficiary under this Plan in a writing filed with the
Administrator.
10.02 A Participant may elect to have any amount remaining in his Account
upon his death paid to his beneficiary in a lump sum within 60 days
after the Administrator has received notification of his death,
rather than in accordance with his benefit payment election under
Section 9.01. Such a lump-sum death benefit election may be made or
revoked at any time, provided, however, that no such election or
revocation shall be effective if made less than one year before the
date of the Participant's death.
11. UNFORESEEABLE EMERGENCIES
11.01 SUSPENSION OF DEFERRALS. In the vent of a Participant's
Unforeseeable Emergency, such Participant may request a suspension
of his Pay Deferral in accordance with Section 4.02 (if a suspension
is not already in effect pursuant to such section). Any such
request shall be subject to the approval of the Administrator, which
approval shall not be granted unless such need cannot be relieved
(i) through reimbursement or compensation by insurance or otherwise
or (ii) by liquidation of the Participant's assets (to the extent
the liquidation of such assets would not itself cause severe
financial hardship). If the request is granted, such suspension
shall be effective as of such date as the Administrator shall
prescribe.
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11.02 EMERGENCY WITHDRAWAL. In the event of a Participant's Unforeseeable
Emergency, such Participant may request an emergency withdrawal from
his Account. Any such request shall be subject to the approval of
the Administrator, which approval (a) shall not be granted unless
the Participant's Pay Deferral Election have been suspended pursuant
to Section 4.02, (b) shall only be granted to the extent reasonably
needed to satisfy the need created by the Unforeseeable Emergency,
and (c) shall not be granted to the extent that such need may be
relieved (i) through reimbursement or compensation by insurance or
otherwise or (ii) by liquidation of the Participant's assets (to the
extent the liquidation of such assets would not itself cause severe
financial hardship).
11.03 UNFORESEEABLE EMERGENCY. An "Unforeseeable Emergency" means severe
financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or his dependent,
loss of the Participant's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of
events beyond the Participant's control. Examples of circumstances
not qualifying as an Unforeseeable Emergency include the need to
send a Participant's child to college and the desire to purchase a
home.
12. ADMINISTRATION
The Plan shall be administered by the Administrator, which shall have
discretionary authority to determine eligibility for benefits and to
construe the terms of the Plan. The Administrator's good-faith
determination with respect to any issue relating to the interpretation of
the Plan shall be conclusive and final.
13. GENERAL PROVISIONS
13.01 NO CONTRACT OF EMPLOYMENT. The establishment of the Plan shall not
be construed as conferring any legal rights upon any Participant for
a continuation of employment, nor shall it interfere with the rights
of the Company to discharge a Participant and to treat him without
regard to the effect which such treatment might have upon him as a
Participant in the Plan.
13.02 WITHHOLDING. As a condition to a Participant's entitlement to
benefits hereunder, the Company shall have the right to deduct from
any amounts otherwise payable to a Participant, whether pursuant to
the Plan or otherwise, or otherwise to collect from the Participant,
any required withholding taxes with respect to benefits under the
Plan.
13.03 NON-ASSIGNABILITY OF BENEFITS. Subject to any applicable law, no
benefit under the Plan shall be subject in any manner to, nor shall
the Company be obligated to recognize, any purported anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to do so shall be void. No such benefit
shall in any manner be liable for or subject to garnishment,
attachment, execution, or a levy, or liable for or subject to the
debts, contracts, liabilities, engagements or torts of the
Participant.
13.04 SUCCESSOR EMPLOYERS. The Plan shall be binding upon the successors
and assigns of the Company. The Company shall require any successor
(whether direct or indirect, and whether by purchase, merger,
consolidation, or otherwise) to all or substantially all of the
business or assets of the Company, by written agreement to expressly
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assume and agree to perform the Company's obligations under the Plan
in the same manner and to the same extent that the Company would be
required to perform them if no such succession had taken place. The
provisions of this Section 13.04 shall continue to apply to each
subsequent employer of the Participant hereunder in the event of any
subsequent merger, consolidation, or transfer of assets of such
subsequent employer.
13.05 GOVERNING LAW. The laws of the State of Michigan shall govern the
construction of this Plan and the rights and the liabilities
hereunder of the parties hereto.
13.06 PRONOUNS. The masculine pronoun shall mean the feminine wherever
appropriate.
14. SOURCE OF BENEFITS
The Plan is an unfunded plan maintained by the Company for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees. Benefits under the Plan shall be payable from the
general assets of the Company except to the extent paid from the Stryker
Corporation Supplemental Savings and Retirement Plan Trust (a grantor
trust of the type commonly known as a "rabbi trust"). The Plan shall not
be construed as conferring on a Participant any right, title, interest, or
claim in or to any specific asset, reserve, account, or property or any
kind possessed by the Company. To the extent that a Participant or any
other person acquires a right to receive payments from the Company, such
right shall be no greater than the right of an unsecured general creditor.
15. EFFECTIVE DATE
This Plan shall be effective as of January 1, 1994.
16. AMENDMENT OR TERMINATION
The Board of Directors of the Company reserves the right to amend or
terminate this Plan at any time; provided, however, that without such
Participant's written consent, no amendment or termination of the Plan
shall adversely affect the right of any Participant to receive, or
otherwise result in a material adverse effect on such Participant's rights
under the Plan with respect to, his accrued vested benefits as determined
as of the date of amendment or termination.
IN WITNESS OF WHICH, the Company has adopted the Plan this 21st day of
January 1994.
STRYKER CORPORATION
By: THOMAS R. WINKEL
Thomas R. Winkel,
Vice President