EXHIBIT 10.36
AMERICAN MEDICAL INTERNATIONAL, INC.
DIRECTORS' RETIREMENT PLAN
TABLE OF CONTENTS
PAGE
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Article I Title, Purpose and Definitions. . . . . . . . . . . . . . . 1
1.1 Title . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Definitions . . . . . . . . . . . . . . . . . . . . . . . . 2
Article II Participation . . . . . . . . . . . . . . . . . . . . . . . 4
2.1 Eligibility Requirements. . . . . . . . . . . . . . . . . . 4
Article III Payment of Benefits . . . . . . . . . . . . . . . . . . . . 4
3.1 Payment . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Article IV Retirement Benefits . . . . . . . . . . . . . . . . . . . . 5
4.1 Retirement Benefits . . . . . . . . . . . . . . . . . . . . 5
4.2 Death . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.3 Performance of Services after Retirement. . . . . . . . . . 6
Article V Committee . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.1 Members . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.2 Information . . . . . . . . . . . . . . . . . . . . . . . . 6
5.3 Manner of Administering . . . . . . . . . . . . . . . . . . 7
Article VI Amendments and Termination. . . . . . . . . . . . . . . . . 7
6.1 Amendments. . . . . . . . . . . . . . . . . . . . . . . . . 7
6.2 Amendment Limitation. . . . . . . . . . . . . . . . . . . . 7
6.3 Termination of Plan . . . . . . . . . . . . . . . . . . . . 8
Article VII Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 8
7.1 Nonassignability. . . . . . . . . . . . . . . . . . . . . . 8
7.2 Limitation on Participants Rights . . . . . . . . . . . . . 9
7.3 Participants Bound. . . . . . . . . . . . . . . . . . . . . 9
7.4 Receipt and Release . . . . . . . . . . . . . . . . . . . . 9
7.5 California Law Governs. . . . . . . . . . . . . . . . . . . 9
7.6 Headings and Subheadings. . . . . . . . . . . . . . . . . . 10
7.7 Gender. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.8 Successor and Assigns . . . . . . . . . . . . . . . . . . . 10
7.9 No Offset of Benefits . . . . . . . . . . . . . . . . . . . 10
AMERICAN MEDICAL INTERNATIONAL, INC.
DIRECTORS' RETIREMENT PLAN
On August 15, 1980, the Board of Directors of American Medical
International, Inc. ("AMI") adopted a retirement plan for the independent
directors of AMI. This document sets forth the terms of that plan and is
effective as of the date set forth above.
ARTICLE I
TITLE, PURPOSE AND DEFINITIONS
1.1 - TITLE.
This Plan shall be known as the "American Medical International, Inc.
Directors' Retirement Plan."
1.2 - PURPOSE.
The purpose of this Plan is to provide retirement benefits to the
independent Directors of American Medical International, Inc. in order to
provide the kind of benefits necessary to attract and retain directors of
outstanding merit and ability to oversee the conduct of AMI's business.
1.3 - DEFINITIONS.
Whenever the following terms are used in this Plan with the first
letter capitalized, they shall have the meanings specified below.
"Annual Retainer" shall mean the base annual retainer paid by the
Company to active Independent Directors, as adjusted from time to time.
"Board of Directors" means the Board of Directors of the Company.
"Committee" means the Management Continuity and Compensation Committee
of the Board of Directors.
"Company" means American Medical International, Inc. or any successor
corporation resulting from a merger, consolidation, or transfer of assets
substantially as a whole.
"Director" means a member of the Board of Directors of the Company.
"Employee-Director" means a member of the Board of Directors who is
also an employee of the Company.
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"Independent Director" means each member of the Board of Directors who
is not an employee of the Company.
"Participant" means any Independent Director who is or becomes
eligible for participation in this Plan by serving the minimum number of years
required to receive benefits.
"Plan" means the American Medical International, Inc. Directors'
Retirement Plan as set forth herein and as amended from time to time.
"Plan Year" means the twelve-month period beginning on September 1
each year and ending on the following August 31.
"Years of Service" means each 12 consecutive month period, commencing
on the date an individual becomes a Director and on each anniversary thereof and
continuing until the individual ceases to be a director. If a former Director is
reelected or reappointed as a Director, service during both periods of service
as a Director shall be aggregated. Any period of disability of up to 180 days or
any partial year of service of not less than 180 days shall be included as a
full year in determining Years of Service.
Any word, phrase or term used herein and not defined shall have the
meaning commonly recognized for such words, phrases or terms when used in
retirement benefit plans.
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ARTICLE II
PARTICIPATION
2.1 - ELIGIBILITY REQUIREMENTS.
Each Independent Director shall become a Participant upon completing
five Years of Service. Each Employee Director shall become a Participant upon
completing 10 years of service. In the event an Employee Director becomes an
Independent Director, he must complete 10 total years of service to become a
Participant.
ARTICLE III
PAYMENT OF BENEFITS
3.1 - PAYMENT.
Benefits under this Plan shall constitute unfunded general obligations
of AMI. To the extent that any person acquires a right to receive payments from
AMI under this Plan, such right shall be no greater than that of any unsecured
general creditor of AMI.
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ARTICLE IV
RETIREMENT BENEFITS
4.1 - RETIREMENT BENEFIT.
The amount of the monthly retirement benefit payable to a Participant
will be equal to one-twelfth of the Annual Retainer in effect at the time of
each payment, but in no event less than one-twelfth of the Annual Retainer in
effect at the time the Participant (i) became a member of the Board of Directors
or (ii) ceases to be a Director, whichever is greater. Such amounts shall be
payable beginning on the first day of the month coinciding with or next
following the later of his retirement from the Board of Directors or his 65th
birthday and continuing for a period equal to the greater of 10 years or the
number of the Participant's Years of Service; provided, however, that all
payments shall cease with the payment for the month in which the Participant's
death occurs.
4.2 - DEATH.
In the event that a Participant dies prior to retirement from the
Board of Directors or prior to age 65, no benefit shall be payable under this
Plan as a result of his prior participation in the Plan.
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4.3 - PERFORMANCE OF SERVICES AFTER RETIREMENT.
A retired Independent Director receiving benefits under this Plan
shall hold himself available to render reasonable services to the Board or to
its various committees at the request of the Board.
ARTICLE V
COMMITTEE
5.1 - MEMBERS.
The Committee shall be appointed by, and shall serve at the pleasure
of, the Board of Directors. The Committee may delegate to agents such duties as
it deems appropriate and to the extent such duties have been delegated, such
agents shall be exclusively responsible for the discharge of such duties.
5.2 - INFORMATION.
To enable the Committee to perform its functions, the Company shall
supply full and timely information to the Committee on all matters relating to
Participants' Years of Service, retirement, and death and such other pertinent
facts as the Committee may require.
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5.3 - MANNER OF ADMINISTERING.
The Committee shall interpret the provisions of this Plan and shall
administer such provisions in a uniform and nondiscriminatory manner.
ARTICLE VI
AMENDMENTS AND TERMINATION
6.1 - AMENDMENTS.
Except as provided in paragraph 6.2 hereof, the Company shall have the
right to amend this Plan from time to time by resolution of the Board of
Directors and to amend or cancel any amendments. Such amendment shall be stated
in an instrument in writing, executed by the Company in the same manner as this
Plan.
6.2 - AMENDMENT LIMITATION.
Notwithstanding any provision to the contrary contained in paragraph
6.1 above, the Plan may not be amended to (i) reduce the payment to which a
Director is entitled to receive upon retirement or (ii) increase the number of
Years of Service required before a Director becomes a Participant. The
prohibition contained in this paragraph 6.2 shall apply to Directors whether or
not they have completed the requisite number of Years of Service required to
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receive payments pursuant to the Plan at the time such amendments are made.
6.3 - TERMINATION OF PLAN.
The Company reserves the right to terminate this Plan at any time;
provided, however, no such termination shall reduce benefits in any manner to
any Participant or to any Director serving on the Board of Directors at the time
of such termination, regardless of the number of Years of Service completed by
the Director at the time of such termination.
ARTICLE VII
MISCELLANEOUS
7.1 - NONASSIGNABILITY.
None of the benefits, payments, proceeds or claims of any Participant
shall be subject to any claim of any creditor and, in particular, the same shall
not be subject to attachment or garnishment or other legal process by any
creditor, nor shall any Participant have the right to alienate, anticipate,
commute, pledge, encumber or assign any of the benefits or payments or proceeds
which he may expect to receive, contingently or otherwise, under this agreement.
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7.2 - LIMITATION ON PARTICIPANTS' RIGHTS.
Participation in this Plan shall not give any Director any right or
interest in the Plan other than as herein provided.
7.3 - PARTICIPANTS BOUND.
Any action with respect to this Plan taken by the Committee or by the
Company, or any action authorized by or taken at the direction of the Committee
or the Company, shall be conclusive upon all Participants entitled to benefits
under the Plan.
7.4 - RECEIPT AND RELEASE.
In the event a Participant or surviving spouse is adjudicated
incompetent by a court having jurisdiction to make such determination, payments
which become due, in accordance with this Plan, shall be made to the appointed
guardian or conservator of such Participant or beneficiary. Any such payments
shall be a complete discharge of the liabilities of AMI under the Plan.
7.5 - CALIFORNIA LAW GOVERNS.
This Plan shall be construed, administered, and governed in all
respects under and by the laws of the State of California. If any provision
shall be held by a court of competent jurisdiction to be
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invalid or unenforceable, the remaining provisions thereof shall continue to be
fully effective.
7.6 - HEADINGS AND SUBHEADINGS.
Headings and subheadings in this agreement are inserted for
convenience only and are not to be considered in the construction of the
provisions hereof.
7.7 - GENDER.
The masculine gender as used herein includes the feminine and neuter
genders.
7.8 - SUCCESSOR AND ASSIGNS.
This agreement shall inure to the benefit of, and be binding upon, the
Company and its successors and assigns.
7.9 - NO OFFSET OF BENEFITS.
The benefits under this Plan are payable in addition to benefits under
other Company retirement plans and shall not reduce
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any benefit under any other Company retirement plan, including without
limitation the Supplemental Executive Retirement Plan.
IN WITNESS WHEREOF, the Company has caused these presents to be
executed by its duly authorized officers and the corporate seal to be hereunto
affixed this 28th day of February, 1989.
AMERICAN MEDICAL INTERNATIONAL, INC.
By: /s/ Richard A. Gilleland
-----------------------------------------
Richard A. Gilleland, Chairman and
Chief Executive Officer
By: /s/ James B. Jacobson
-----------------------------------------
James B. Jacobson, Chairman,
Management Compensation and
Continuity Committee
[SEAL]
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