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EXHIBIT 10(iii)
STRYKER CORPORATION
SUPPLEMENTAL SAVINGS AND RETIREMENT PLAN
(as Amended Effective January 1, 1995)
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 have 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.
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2.10 EFFECTIVE DATE shall mean January 1, 1994.
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 401(k) Savings and
Retirement Plan, 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
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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 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) 50% 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.
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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 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
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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 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
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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.
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 relived (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.
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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 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, as amended and restated as set forth herein, shall be
effective as of January 1, 1995.
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 14th day of
December 1994.
STRYKER CORPORATION
By: THOMAS R. WINKEL
Thomas R. Winkel,
Vice President