Adopted by Board of Directors 12/13/85. Amended by
Board of Review 3/13/86, 12/11/86, 3/11/87,
3/4/88, 12/9/88, 3/9/89, 10/1/89, 12/21/90,
6/1/92, 9/30/93, 9/1/95 and 6/1/96.
ABBOTT LABORATORIES SUPPLEMENTAL PENSION PLAN
SECTION 1
INTRODUCTION
1-1. On September 9, 1977, December 14, 1979 and February 10, 1984 the
Board of Directors of Abbott Laboratories ("Abbott") adopted certain resolutions
providing for payment of (i) pension benefits calculated under the Abbott
Laboratories Annuity Retirement Plan ("Annuity Plan") in excess of those which
may be paid under that plan under the limits imposed by Section 415 of the U.S.
Internal Revenue Code, as amended, and the Employee Retirement Income Security
Act ("ERISA") and (ii) the additional pension benefits that would be payable
under the Annuity Plan if deferred awards under the Abbott Laboratories
Management Incentive Plan were included in "final earnings" as defined in the
Annuity Plan.
The purpose of this ABBOTT LABORATORIES SUPPLEMENTAL PENSION PLAN (the
"Supplemental Plan") is to clarify, restate and supersede the prior resolutions.
1-2. The Supplemental Plan shall apply to employees of Abbott and its
subsidiaries and affiliates existing as of the date of adoption of the
Supplemental Plan or thereafter created or acquired. (Abbott and each of such
subsidiaries and affiliates are hereinafter referred to as an "employer" and
collectively as the "employers").
1-3. All benefits provided under the Supplemental Plan shall be provided
from the general assets of the employers and not from any trust fund or other
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designated asset. All participants in the Supplemental Plan shall be general
creditors of the employers with no priority over other creditors.
1-4. The Supplemental Plan shall be administered by the Abbott
Laboratories Employee Benefit Board of Review appointed and acting under the
Annuity Plan ("Board of Review"). Except as stated below, the Board of Review
shall perform all powers and duties with respect to the Supplemental Plan,
including the power to direct payment of benefits, allocate costs among
employers, adopt amendments and determine questions of interpretation. The
Board of Directors of Abbott shall have the sole authority to terminate the
Supplemental Plan.
SECTION 2
ERISA ANNUITY PLAN SUPPLEMENTAL BENEFIT
2-1. The benefits described in this Section 2 shall apply to all
participants in the Annuity Plan who retire, or terminate with a vested pension
under that plan, on or after September 9, 1977.
2-2. Each Annuity Plan participant whose retirement or vested pension
under that plan would otherwise be limited by Section 415, Internal Revenue
Code, shall receive a supplemental pension under this Supplemental Plan in an
amount, which, when added to his or her Annuity Plan pension, will equal the
amount the participant would be entitled to under the Annuity Plan as in effect
from time to time, based on the particular option selected by the participant,
without regard to the limitations imposed by Section 415, Internal Revenue Code.
SECTION 3
1986 TAX REFORM ACT SUPPLEMENTAL BENEFIT
3-1. The benefits described in this Section 3 shall apply to all
participants in the Annuity Plan who retire, or terminate with a vested pension
under that plan, after December 31, 1988.
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3-2. Each Annuity Plan participant shall receive a supplemental pension
under this Supplemental Plan in an amount determined as follows:
(a) The supplemental pension shall be the difference, if any, between:
(i) The monthly benefit payable under the Annuity Plan plus any
supplement provided by Section 2; and
(ii) The monthly benefit which would have been payable under the
Annuity Plan (without regard to the limits imposed by Section
415, Internal Revenue Code) if the participant's "final
earnings", as defined in the Annuity Plan had included
compensation in excess of the limits imposed by Section
401(a)(17), Internal Revenue Code, and any "pre-tax
contributions" made by the participant under the Abbott
Laboratories Supplemental 401(k) Plan.
SECTION 4
DEFERRED MIP ANNUITY PLAN SUPPLEMENTAL BENEFIT
4-1. The benefits described in this Section 4 shall apply to all
participants in the Annuity Plan who retire, or terminate with a vested pension,
under that plan, on or after December 14, 1979 and who were awarded Management
Incentive Plan awards for any calendar year during the ten consecutive calendar
years ending with the year of retirement or termination of employment.
4-2. Each Annuity Plan participant shall receive a supplemental pension
under this Supplemental Plan in an amount determined as follows:
(a) The supplemental pension shall be the difference, if any, between:
(i) The monthly benefit payable under the Annuity Plan plus any
supplement provided by Section 2 and Section 3; and
(ii) the monthly benefit which would have been payable under the
Annuity Plan (without regard to the limits imposed by Section
415, Internal Revenue Code) if the participant's "final
earnings", as defined in the Annuity Plan, were one-sixtieth of
the sum of:
(A) the participant's total "basic earnings" (excluding any
payments under the Management Incentive Plan or any Division
Incentive Plan) received in the sixty consecutive calendar
months for which his basic earnings (excluding
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any payments under the Management Incentive Plan or any
Division Incentive Plan) were highest within the last one
hundred twenty consecutive calendar months immediately
preceding his retirement or termination of employment; and
(B) the amount of the participant's total awards under the
Management Incentive Plan and any Division Incentive Plan
(whether paid immediately or deferred) made for the five
consecutive calendar years during the ten consecutive
calendar years ending with the year of retirement or
termination for which such amount is the greatest and (for
participants granted Management Incentive Plan awards for
less than five consecutive calendar years during such ten
year period) which include all Management Incentive Plan
awards granted for consecutive calendar years within such
ten year period.
(b) That portion of any Management Incentive Plan award which the
Compensation Committee has determined shall be excluded from the
participant's "basic earnings" shall be excluded from the calculation
of "final earnings" for purposes of this subsection 4-2. "Final
earnings" for purposes of this subsection 4-2 shall include any
compensation in excess of the limits imposed by Section 401(a)(17),
Internal Revenue Code.
(c) In the event the period described in subsection 4-2(a)(ii)(B) is the
final five calendar years of employment and a Management Incentive
Plan award is made to the participant subsequent to retirement for the
participant's final calendar year of employment, the supplemental
pension shall be adjusted by adding such new award and subtracting a
portion of the earliest Management Incentive Plan award included in
the calculation, from the amount determined under subsection
4-2(a)(ii)(B). The portion subtracted shall be equal to that portion
of the participant's final calendar year of employment during which
the participant was employed by Abbott. If such adjustment results in
a greater supplemental pension, the greater pension shall be paid
beginning the first month following the date of such new award.
SECTION 5
RESTRICTED STOCK AWARD SUPPLEMENTAL BENEFIT
5-1. The benefits described in this Section 5 shall apply to all
participants in the Annuity Plan who retire or terminate with a vested pension,
under that plan, after September 1, 1995.
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5-2. For purposes of this Supplemental Plan, the phrase "Eligible
Restricted Stock Award" shall mean a restricted stock award granted under the
Abbott Laboratories 1991 Incentive Stock Program, or any successor plan or
program, (the "Incentive Stock Program"), which is designated by the
Compensation Committee of the Board of Directors of Abbott, at any time prior to
retirement or termination of the participant, as includable in "final earnings"
for purposes of this Supplemental Plan.
5-3. Each Annuity Plan participant shall receive a supplemental pension
under this Supplemental Plan in an amount determined as follows:
(a) The supplemental pension shall be the difference, if any, between:
(i) The monthly benefit payable under the Annuity Plan plus any
supplement provided by Sections 2, 3 and 4; and
(ii) The monthly benefit which would have been payable under the
Annuity Plan (without regard to the limits imposed by Section
415, Internal Revenue Code) if the participant's "final
earnings", as defined in the Annuity Plan, were one-sixtieth of
the sum of:
(A) the participant's earnings described in subsection
4-2(a)(ii)(A);
(B) the participant's awards described in subsection
4-2(a)(ii)(B) (adjusted as provided in subsections 4-2(b)
and (c)); and
(C) the total value of those installments of Eligible Restricted
Stock Awards granted the participant which become
non-forfeitable during the sixty consecutive calendar
months for which his basic earnings (as defined in
subsection 4-2(a)(ii)(A)) are highest within the last one
hundred twenty consecutive calendar months immediately
preceding his retirement or termination of employment.
(b) For purposes of this subsection 5-3:
(i) The value of an Eligible Restricted Stock Award shall be the fair
market value of such award (as determined under the Incentive
Stock Program) on the date the award is granted;
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(ii) No more than five installments of Eligible Restricted Stock
Awards shall be included in the amount calculated under
subsection 5-3(a)(ii)(C); and
(iii)"Final earnings" shall include compensation in excess of the
limits imposed by Section 401(a)(17), Internal Revenue Code."
In the event the limitation described in subsection 5-3(b)(ii) would be
exceeded for a participant, those installments in excess of five with the
lowest fair market value (as defined in subsection 5-3(b)(i)) shall be
disregarded in calculating the benefit due under this Section 5.
SECTION 6
CORPORATE OFFICER ANNUITY PLAN SUPPLEMENTAL BENEFIT
6-1. The benefits described in this Section 6 shall apply to all
participants in the Annuity Plan who are corporate officers of Abbott as of
September 30, 1993 or who become corporate officers thereafter, and who retire,
or terminate with a vested pension under that plan on or after September 30,
1993. The term "corporate officer" for purposes of this Supplemental Plan shall
mean an individual elected an officer of Abbott by its Board of Directors (or
designated as such for purposes of this Section 6 by the Compensation Committee
of the Board of Directors of Abbott), but shall not include assistant officers.
6-2. Subject to the limitations and adjustments described below, each
participant described in subsection 6-1 shall receive a monthly supplemental
pension under this Supplemental Plan commencing on the participant's normal
retirement date under the Annuity Plan and payable as a life annuity, equal to
6/10 of 1 percent (.006) of the participant's final earnings (as that phrase is
used in subsection 5-3(a)(ii), adjusted as provided in subsections 5-3(b)(ii)
and (iii)) for each of the first twenty years
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of the participant's benefit service (as defined in the Annuity Plan) occurring
after the participant's attainment of age 35.
6-3. In no event shall the sum of (a) the participant's aggregate
percentage of final earnings calculated under subsection 6-2 and (b) the
participant's aggregate percentage of final earnings calculated under subsection
5-1(b)(i) of the Annuity Plan, exceed the maximum aggregate percentage of final
earnings allowed under subsection 5-1(b)(i) of the Annuity Plan (without regard
to any limits imposed by the Internal Revenue Code), as in effect on the date of
the participant's retirement or termination. In the event the limitation
described in this subsection 6-3 would be exceeded for any participant, the
participant's aggregate percentage calculated under subsection 6-2 shall be
reduced until the limit is not exceeded.
6-4. Benefit service occurring between the date a participant ceases to be
a corporate officer of Abbott and the date the participant again becomes a
corporate officer of Abbott shall be disregarded in calculating the
participant's aggregate percentage under subsection 6-2.
6-5. Any supplemental pension otherwise due a participant under this
Section 6 shall be reduced by the amount (if any) by which:
(a) the sum of (i) the benefits due such participant under the Annuity
Plan and this Supplemental Plan, plus (ii) the actuarially equivalent
value of the employer-paid portion of all benefits due such
participant under the primary retirement plans of all non-Abbott
employers of such participant; exceeds
(b) the maximum benefit that would be due under the Annuity Plan (without
regard to the limits imposed by Section 415, Internal Revenue Code)
based on the participant's final earnings (as that phrase is used in
subsection 5-3(a)(ii), adjusted as provided in subsections 5-3(b)(ii)
and (iii), if the participant had accrued the maximum benefit service
recognized by the Annuity Plan.
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The term "primary retirement plan" shall mean any pension benefit plan as
defined in ERISA, whether or not qualified under the Internal Revenue Code,
which is determined by the Board of Review to be the primary pension plan of its
sponsoring employer. The term "non-Abbott employer" shall mean any employer
other than Abbott or a subsidiary or affiliate of Abbott. A retirement plan
maintained by an employer prior to such employer's acquisition by Abbott shall
be deemed a retirement plan maintained by a non-Abbott employer for purposes of
this subsection 6-5.
6-6. Any supplemental pension due a participant under this Section 6 shall
be actuarially adjusted as provided in the Annuity Plan to reflect the pension
form selected by the participant and the participant's age at commencement of
the pension, and shall be paid as provided in subsection 7-2.
SECTION 7
CORPORATE OFFICER ANNUITY PLAN
SUPPLEMENTAL EARLY RETIREMENT BENEFIT
7-1. The benefits described in this Section 7 shall apply to all persons
described in subsection 6-1.
7-2. The supplemental pension due under Sections 2, 3, 4, 5 and 6 to
each participant described in subsection 7-1 shall be reduced as provided in
subsections 5-3 and 5-6 of the Annuity Plan for each month by which its
commencement date precedes the last day of the month in which the participant
will attain age 60. No reduction will be made for the period between the
last day of the months the participant will attain age 60 and age 62.
7-3. Each participant described in subsection 7-1 shall receive a
monthly supplemental pension under this Supplemental Plan equal to any
reduction made in such participant's Annuity Plan pension under subsections
5-3 or 5-6 of the Annuity
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Plan for the period between the last day of the months the participant will
attain age 60 and age 62.
SECTION 8
MISCELLANEOUS
8-1. For purposes of this Supplemental Plan, the term "Management Incentive
Plan" shall mean the Abbott Laboratories 1971 Management Incentive Plan, the
Abbott Laboratories 1981 Management Incentive Plan and all successor plans to
those plans.
8-2. The supplemental pension described in Sections 2, 3, 4, 5, 6 and 7
shall be paid to the participant or his or her beneficiary based on the
particular pension option elected by the participant, in the same manner, at the
same time, for the same period and on the same terms and conditions as the
pension payable to the participant or his beneficiary under the Annuity Plan.
In the event a participant is paid his or her pension under the Annuity Plan in
a lump sum, any supplemental pension due under Sections 2, 3, 4, 5, 6 or 7 shall
likewise be paid in a lump sum. Notwithstanding the foregoing provision of this
subsection 8-2: (a) if the present value of the vested supplemental pensions
described in Sections 2, 3, 4, 5, 6 and 7 of a participant who is actively
employed by Abbott as a corporate officer exceeds $100,000, then payment of such
pensions shall be made to the participant under Section 9 below; and (b) if the
monthly vested supplemental pensions, expressed as a straight life annuity, due
a participant or his or her beneficiary under Sections 2, 3, 4, 5, 6 and 7 do
not exceed an aggregate of One Hundred Fifty Dollars ($150.00) as of the
commencement date of the pension payable such participant or his or her
beneficiary under the Annuity Plan, and payment of such supplemental pension has
not previously been made under Section
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9, the present value of such supplemental pensions shall be paid such
participant or beneficiary in a lump-sum.
8-3. Notwithstanding any other provisions of this Supplemental Plan, if
employment of any participant with Abbott and its subsidiaries and affiliates
should terminate for any reason within five (5) years after the date of a Change
in Control:
(a) The present value of any supplemental pension due the participant
under Section 2 (whether or not then payable) shall be paid to
the participant in a lump sum within thirty (30) days following
such termination; and
(b) The present value of any supplemental pension due the participant
under Sections 3 or 4 (whether or not then payable) shall be paid
to the participant in a lump sum within thirty (30) days
following such termination.
The supplemental pension described in paragraph (a) shall be computed using as
the applicable limit under Section 415, Internal Revenue Code, such limit as is
in effect on the termination date and based on the assumption that the
participant will receive his or her Annuity Plan pension in the form of a
straight life annuity with no ancillary benefits. The present values of the
supplemental pensions described in paragraphs (a) and (b) shall be computed as
of the date of payment by using an interest rate equal to the Pension Benefit
Guaranty Corporation interest rate applicable to an immediate annuity, as in
effect on the date of payment.
8-4. For purposes of subsection 8-3, a "Change in Control" shall be deemed
to have occurred on the earliest of the following dates:
(a) The date any entity or person (including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934 (the
"Exchange Act")) shall have become the beneficial owner of, or
shall have obtained voting control over thirty percent (30%) or
more of the outstanding common shares of the Company;
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(b) The date the shareholders of the Company approve a definitive
agreement (A) to merge or consolidate the Company with or into
another corporation, in which the Company is not the continuing
or surviving corporation or pursuant to which any common shares
of the Company would be converted into cash, securities or other
property of another corporation, other than a merger of the
Company in which holders of common shares immediately prior to
the merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger as
immediately before, or (B) to sell or otherwise dispose of
substantially all the assets of the Company; or
(c) The date there shall have been a change in a majority of the
Board of Directors of the Company within a twelve (12) month
period unless the nomination for election by the Company's
shareholders of each new director was approved by the vote of
two-thirds of the directors then still in office who were in
office at the beginning of the twelve (12) month period.
8-5. The provisions of subsections 8-3, 8-4 and this subsection 8-5 may
not be amended or deleted, nor superseded by any other provision of this
Supplemental Plan, during the period beginning on the date of a Change in
Control and ending on the date five years following such Change in Control.
8-6. All benefits due under this Supplement Plan shall be paid by Abbott
and Abbott shall be reimbursed for such payments by the employee's employer. In
the event the employee is employed by more than one employer, each employer
shall reimburse Abbott in proportion to the period of time the employee was
employed by such employer, as determined by the Board of Review in its sole
discretion.
8-7. The benefits under the Supplemental Plan are not in any way subject
to the debts or other obligations of the persons entitled to benefits and may
not be voluntarily or involuntarily sold, transferred to assigned.
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8-8. Nothing contained in this Supplemental Plan shall confer on any
employee the right to be retained in the employ of Abbott or any of its
subsidiaries or affiliates.
8-9. Upon adoption of this Supplemental Plan, the prior resolutions shall
be deemed rescinded.
SECTION 9
ALTERNATE PAYMENT OF SUPPLEMENTAL PENSIONS
9-1. If, as of December 31, 1995 or any subsequent December 31, the
present value of the supplemental pension described in Sections 2, 3, 4, 5, 6
and 7 of a participant, who is actively employed by Abbott as a corporate
officer, exceeds $100,000, then payment of such present value shall be made, at
the direction of the participant, by either of the following methods: (a)
current payment in cash directly to the participant, or (b) current payment of a
portion of such present value (determined as of that December 31) in cash for
the participant directly to a Grantor Trust established by the participant, and
current payment of the balance of such present value in cash directly to the
participant, provided that the payment made directly to the participant shall
approximate the aggregate federal, state and local individual income taxes
attributable to the amount paid pursuant to this subparagraph 9-1(b) (as
determined pursuant to the tax rates set forth in subsection 9-14).
9-2. If the present value of a participant's supplemental pension has been
paid to the participant (including amounts paid to the participant's Grantor
Trust) pursuant to subsection 9-1 (either as in effect prior to June 1, 1996
that applied to any participant with a supplemental pension with a present value
in excess of $100,000 or as currently in effect that requires the participant to
have a supplemental pension with a present value in excess of $100,000 and to be
a corporate officer), then as of each
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subsequent December 31, such participant shall be entitled to a payment in an
amount equal to: (i) the present value (as of that December 31) of the
participant's supplemental pension described in Sections 2, 3, 4, 5, 6 and 7,
less (ii) the current value (as of that December 31) of the payments previously
made to the participant under subsections 9-1 and 9-2. Payments under this
subsection 9-2 shall be made, at the direction of the participant, by either of
the following methods: (a) current payment in cash directly to the participant,
or (b) current payment of a portion of such amount in cash for the participant
directly to the Grantor Trust established by the participant; and current
payment of the balance of such amount in cash directly to the participant,
provided that the payment made directly to the participant shall approximate the
aggregate federal, state and local individual income taxes attributable to the
amount paid pursuant to this subparagraph 9-2(b) (as determined pursuant to the
tax rates set forth in subsection 9-14). No payments shall be made under this
subsection 9-2 as of any December 31 after the calendar year in which the
participant retires or otherwise terminates employment with Abbott.
9-3. Present values for the purposes of subsections 9-1, 9-2, 9-4 and 9-5
shall be determined using reasonable actuarial assumptions specified for this
purpose by Abbott and consistently applied. The "current value" of the payments
previously made to a participant under subsections 9-1 and 9-2 means the
aggregate amount of such payments, with interest thereon (at the rate specified
for this purpose by Abbott). For purposes of subsections 9-4 and 9-5,
"Projected Taxes" with respect to any payment of supplemental pension benefits
under subsections 9-1 or 9-2, shall mean the taxes which Abbott projects will be
incurred by the participant on the income earned (i) on the payment (net of
taxes) that is made pursuant to subsections 9-1 or 9-2, (ii) on the
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corresponding payment(s) for Projected Taxes that are made pursuant to
subsection 9-4 and, if applicable, 9-5 and (iii) on the accumulated income
earned on any of the payments covered by parts (i) and (ii) hereof, during the
life of such participant's Grantor Trust (or during the period that such Grantor
Trust would have been in existence if the participant had elected to receive all
of the payments under subsections 9-1 and 9-2 in cash). In calculating such
Projected Taxes, Abbott shall use the aggregate of the current federal, state
and local tax rates specified by subsection 9-14.
9-4. Effective as of December 31, 1995, or any subsequent December 31, as
a result of any payment made to a Qualified Participant for any calendar year
pursuant to subsection 9-1 or 9-2, Abbott shall also make a corresponding
payment to such Qualified Participant in the amount of the present value of the
Projected Taxes. A "Qualified Participant" is either (i) a participant who as
of December 31, 1995 was actively employed by Abbott and who had previously
received, or as of such date was qualified to receive, a payment under
subsection 9-1; or (ii) a participant who as of any subsequent December 31
qualifies to receive a payment pursuant to subsection 9-1. The payment for
Projected Taxes under this subsection 9-4 shall be made to the Qualified
Participant in the identical manner that the payment under subsection 9-1 or 9-2
was made. For example, (a) if the Qualified Participant elected to receive the
payment under subsection 9-1 directly in cash, then Abbott shall also pay the
present value of the Projected Taxes on such payment in cash directly to the
Qualified Participant, and (b) if the Qualified Participant elected to receive
the payment under subsection 9-1 into a Grantor Trust established by the
Qualified Participant, then Abbott shall pay the present value of the Projected
Taxes on such payment as follows:
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current payment of a portion of such present value (determined as of that
December 31) in cash for such Qualified Participant directly to a Grantor Trust
established by such participant, and current payment of the balance of such
present value in cash directly to such Qualified Participant, provided that the
payment made directly to such participant shall approximate the aggregate
federal, state and local individual income taxes attributable to the amount paid
pursuant to this subparagraph 9-4(b) (as determined pursuant to the tax rates
set forth in subsection 9-14). No payments shall be made under this subsection
9-4 as of any December 31 after the calendar year in which the participant
retires or otherwise terminates employment with Abbott.
9-5. In the event that Abbott has made any payment for Projected Taxes
under subsection 9-4 in cash directly to the Qualified Participant and there is
a subsequent increase in the tax rates for such Qualified Participant, Abbott
shall make a further cash payment to such Qualified Participant in the amount of
(a) the present value of the Projected Taxes on the payments that were made
under subsections 9-1 and 9-2 in cash directly to such Qualified Participant
using the actual tax rates for previous years and the new tax rates (determined
in accordance with subsection 9-14) for the current and subsequent years, less
(b) the amount that would have been in the Qualified Participant's Tax Payment
Account with respect to the payments made under subsections 9-1 and 9-2 in cash
directly to the Participant, if such payments had instead been made to the
Qualified Participant's Grantor Trust. Such amount shall be paid by Abbott
directly to the Qualified Participant in cash. In the event that Abbott has
made any payment for Projected Taxes under subsection 9-4 to the Qualified
Participant's Grantor Trust, then Abbott shall as of December 31 of each year,
make a further payment to the Qualified Participant in the amount of (a) the
present value (as
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of that December 31) of the Projected Taxes on the payments that were made under
subsections 9-1 and 9-2 into the Qualified Participant's Grantor Trust less (b)
the balance of such Qualified Participant's Tax Payment Account (as described in
subsection 9-8). Such payment shall be paid by Abbott as follows: the current
payment of a portion of such amount in cash directly to the Qualified
Participant's Grantor Trust and the current payment of the balance of such
amount in cash directly to such Qualified Participant; provided, that the
payments made directly to such Qualified Participant shall approximate the
aggregate federal, state and local individual income taxes attributable to the
amount paid pursuant to this subsection 9-5. No payments shall be made under
this subsection 9-5 for any year following the participant's death. In the
event that the calculation required by this subsection 9-5 for a Grantor Trust
demonstrates that there has been an overpayment of projected taxes, such
overpayment shall be held within the Grantor Trust in an Excess Tax Account and
may be used by Abbott as a credit against any payments due hereunder or as
specified in subsection 9-12.
9-6. For each Qualified Participant whose Grantor Trust has received a
payment pursuant to subsection 9-4, Abbott, as the administrator of such
Grantor Trust, shall direct the trustee to distribute to the participant from
the income of such Grantor Trust, a sum of money sufficient to pay the taxes
on trust earnings for such year. The taxes shall be calculated by
multiplying the income of the Grantor Trust by the aggregate of the federal,
state, and local tax rates (determined in accordance with subsection 9-14).
9-7. A participant shall be deemed to have irrevocably waived and shall be
foreclosed from any right to receive any supplemental pension benefits on that
portion
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of the supplemental pension that the participant elects to be paid in cash under
subsection 9-1 or 9-2. A participant, who has elected to receive a payment
under subsection 9-1 or 9-2 to a Grantor Trust, must establish such trust in a
form which Abbott determines to be substantially similar to the trust attached
to this Supplemental Plan as Exhibit A. If a participant fails to make an
election under subsection 9-1 or 9-2, or if a participant makes an election
under subsection 9-1 or 9-2 to receive payment in a Grantor Trust but fails to
establish a Grantor Trust, then payment shall be made in cash directly to the
participant. Each payment required under subsections 9-1, 9-2, 9-4 and 9-5
shall be made as soon as practicable after the amount thereof can be ascertained
by Abbott, but in no event later than the last day of the calendar year
following the December 31 as of which such payment becomes due.
9-8. Abbott will establish and maintain a separate Supplemental Pension
Account in the name of each participant, a separate After-Tax Supplemental
Pension Account in the name of each participant, and a separate Tax Payment
Account in the name of each participant. The Supplemental Pension Account shall
reflect any amounts: (i) paid to a participant (including amounts paid to a
participant's Grantor Trust) pursuant to subsections 9-1, and 9-2; (ii) credited
to such Account pursuant to subsection 9-9; and (iii) disbursed to a participant
for supplemental pension benefits (or which would have been disbursed to a
participant if the participant had not elected to receive a cash disbursement
pursuant to subsections 9-1 and 9-2). The After-Tax Supplemental Pension
Account shall also reflect such amounts but shall be maintained on an after-tax
basis. The Tax Payment Account shall reflect any amounts (i) paid to a
Qualified Participant (net of taxes) pursuant to subsections 9-4 and 9-5 and
(ii) disbursed to a participant for the payment of taxes pursuant to subsection
9-6.
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The accounts established pursuant to this subsection 9-8 are for the convenience
of the administration of the Plan and no trust relationship with respect to such
accounts is intended or should be implied.
9-9. As of the end of each calendar year, a participant's Supplemental
Pension Account shall be credited with interest calculated at a reasonable
rate of interest specified for this purpose by Abbott and consistently
applied. Any amount so credited shall be referred to as a participant's
"Interest Accrual". The calculation of the Interest Accrual shall be based on
the balance of the payments made pursuant to subsections 9-1 and 9-2 and any
Interest Accrual thereon from previous years. As of the end of each calendar
year a participant's After-Tax Supplemental Pension Account shall be credited
with interest which shall be referred to as the After-Tax Interest Accrual.
The "After-Tax Interest Accrual" shall be an amount equal to (a) the Interest
Accrual credit to the participant's Supplemental Pension Account for such
year less (b) the product of (i) the amount of such Interest Accrual
multiplied by (ii) the aggregate of the federal, state and local income tax
rates (determined in accordance with subsection 9-14). The Excess Interest
Account shall be the cumulative amount, if any, by which the net income
earned by the Grantor Trust on the payments made pursuant to Sections 9-1,
9-2, 9-4, 9-5 and 9-10 (and interest earned thereon) for all years that the
Grantor Trust has been in existence exceeds the After-Tax Interest Accrual
for such years.
9-10. In addition to any payment made to a participant for any calendar
year pursuant to subsections 9-1, 9-2, 9-4 and 9-5, Abbott shall also make a
payment to a participant's Grantor Trust (a "Guaranteed Rate Payment"), for any
year in which the net income of such trust does not equal or exceed the
participant's After-Tax Interest Accrual for that year. The Guaranteed Rate
Payment shall equal the difference
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between the participant's After-Tax Interest Accrual and such net income of the
participant's Grantor Trust for the year, and shall be paid within 180 days of
the end of that year. Any funds in a participant's Excess Interest Account may
be used by Abbott as a credit against any Guaranteed Rate Payment due to the
participant under this subsection 9-10 or as specified in subsection 9-12. No
payments shall be made under this subsection 9-10 for any year following the
year of the participant's death.
9-11. If at any time after a participant's retirement or other termination
of employment with Abbott, there is no longer a balance in his or her Grantor
Trust, then such participant (or his or her surviving spouse if such spouse is
entitled to periodic payments from the Grantor Trust) shall be entitled to a
"Continuation Payment" under this subsection 9-11. The amount of the
Continuation Payment shall be equal to the amount of the supplemental pension
that would have been payable to the participant (or surviving spouse) had no
payments been made to or for the participant's Grantor Trust under subsections
9-1 and 9-2. Continuation Payments shall be made monthly, beginning with the
month in which there is no longer a sufficient balance in the participant's
Grantor Trust and ending with the month of the participant's (or surviving
spouse's) death. Payments under this subsection 9-11 shall be made by the
employers (in such proportions as Abbott shall designate) directly from their
general corporate assets. Appropriate adjustments to the Continuation Payments
shall be made in the event distributions have been made from a participant's
Grantor Trust for reasons other than benefit payments to the participant or
surviving spouse.
9-12. To the extent that Abbott is obligated to make a payment to a
participant under subsections 9-1, 9-2, 9-4, 9-5 or 9-10, Abbott shall have the
right to offset such payment with any funds in the participant's Excess Interest
Account or Excess Tax
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Account. In addition, any funds in a participant's Excess Tax Account may be
used by Abbott as a credit against any future Guaranteed Rate Payment due to the
participant under subsection 9-10.
9-13. For participants who are not Qualified Participants that received
any payment pursuant to subsection 9-4, in addition to the payments provided
under subsections 9-1 and 9-2, each participant shall also be entitled to a Tax
Gross Up payment for each year there is a balance in his or her Supplemental
Pension Account. The "Tax Gross Up" shall approximate: (a) the product of (i)
the participant's After-Tax Interest Accrual for the year (calculated using the
greater of the rate of return of the Grantor Trusts or the rate specified in
subsection 9-9), multiplied by (ii) the aggregate of the federal, state and
local tax rates (determined in accordance with subsection 9-14) plus (b) an
amount equal to the product of (i) any payment made pursuant to this subsection
9-13, multiplied by (ii) the aggregate tax rate determined under subparagraph
9-13(a)(ii) above, such that the participant is fully compensated for taxes on
payments made hereunder. Payment of the Tax Gross Up shall be made by the
employers (in such proportions as Abbott shall designate) directly from their
general corporate assets. The Tax Gross Up for a year shall be paid to the
participant as soon as practicable after the amount of the Tax Gross Up can be
ascertained by Abbott, but in no event later than the last day of the calendar
year following the calendar year to which the Tax Gross Up relates. No payments
shall be made under this subsection 9-13 for any year following the year of the
participant's death.
9-14. For purposes of this Supplemental Plan, a participant's federal
income tax rate shall be deemed to be the highest marginal rate of federal
individual income tax in effect in the calendar year in which a calculation
under this Supplemental Plan
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is to be made, and state and local tax rates shall be deemed to be the highest
marginal rates of individual income tax in effect in the state and locality of
the participant's residence in the calendar year for which such a calculation is
to be made, net of any federal tax benefits.
----------------------------
SUPPLEMENTAL BENEFIT
GRANTOR TRUST
THIS AGREEMENT, made this day of ,
--------- ------------------------------
19 , by and between ,
---- -------------------------------------------------------
(the "grantor"), and The Northern Trust Company, located at Chicago, Illinois,
as trustee (the "trustee"),
WITNESSETH THAT:
WHEREAS, the grantor desires to establish and maintain a trust to hold
certain benefits received by the grantor under the Abbott Laboratories
Supplemental Pension Plan, as it may be amended from time to time;
NOW, THEREFORE, IT IS AGREED as follows:
ARTICLE I
INTRODUCTION
I-1. NAME. This agreement and the trust hereby evidenced (the "trust")
may be referred to as the "
------------------------------------------------
Supplemental Benefit Grantor Trust."
I-2. THE TRUST FUND. The "trust fund" as at any date means all property
then held by the trustee under this agreement.
I-3. STATUS OF THE TRUST. The trust shall be irrevocable. The trust is
intended to constitute a grantor trust under Sections 671-678 of the Internal
Revenue Code, as amended, and shall be construed accordingly.
I-4. THE ADMINISTRATOR. Abbott Laboratories ("Abbott") shall act as the
"administrator" of the trust, and as such shall have certain powers, rights and
duties under this agreement as described below. Abbott will certify to the
trustee from time to time the person or persons authorized to act on behalf of
Abbott as the administrator. The trustee may rely on the latest certificate
received without further inquiry or verification.
I-5. ACCEPTANCE. The trustee accepts the duties and obligations of the
"trustee" hereunder, agrees to accept funds delivered to it by the grantor or
the administrator, and agrees to hold such funds (and any proceeds from the
investment of such funds) in trust in accordance with this agreement.
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ARTICLE II
DISTRIBUTION OF THE TRUST FUND
II-1. SUPPLEMENTAL PENSION ACCOUNT. The administrator shall maintain a
"supplemental pension account" under the trust. As of the end of each calendar
year, the administrator shall charge the account with all distributions made
from the account during that year; and credit the account with its share of
trust income and realized gains and charge the account with its share of trust
expenses and realized losses for the year.
II-2. DISTRIBUTIONS PRIOR TO THE GRANTOR'S DEATH. Principal and
accumulated income shall not be distributed from the trust prior to the
grantor's retirement or other termination of employment with Abbott or a
subsidiary of Abbott (the grantor's "settlement date"); provided that, each year
the administrator may direct the trustee to distribute to the grantor a portion
of the income of the trust fund for that year, with the balance of such income
to be accumulated in the trust. The administrator shall inform the trustee of
the grantor's settlement date. Thereafter, the trustee shall distribute the
amounts from time to time credited to the supplemental pension account to the
grantor, if then living, in the same manner, at the same time and over the same
period as the pension payable to the grantor under Abbott Laboratories Annuity
Retirement Plan.
II-3. DISTRIBUTIONS AFTER THE GRANTOR'S DEATH. The grantor, from time to
time may name any person or persons (who may be named contingently or
successively and who may be natural persons or fiduciaries) to whom the
principal of the trust fund and all accrued or undistributed income thereof
shall be distributed upon the grantor's death. The grantor may direct that such
amounts be distributed in a lump-sum or, if the beneficiary is the grantor's
spouse (or a trust for which the grantor's spouse is the sole income
beneficiary), in the same manner, at the same time and over the same period as
the pension payable to the grantor's surviving spouse under the Abbott
Laboratories Annuity Retirement Plan. If the grantor directs the same method of
distribution as the pension payable to the surviving spouse under the Abbott
Laboratories Annuity Retirement Plan, any amounts remaining at the death of the
spouse beneficiary shall be distributed in a lump sum to the executor or
administrator of the spouse beneficiary's estate. Each designation shall revoke
all prior designations, shall be in writing and shall be effective only when
filed by the grantor with the administrator during the grantor's lifetime. If
the grantor fails to direct a method of distribution, the distribution shall be
made in a lump sum. If the grantor fails to designate a beneficiary as provided
above, then on the grantor's death, the trustee shall distribute the balance of
the trust fund in a lump sum to the executor or administrator of the grantor's
estate.
II-4. FACILITY OF PAYMENT. When a person entitled to a distribution
hereunder is under legal disability, or, in the trustee's opinion, is in any way
incapacitated so as to be unable to manage his or her financial affairs, the
trustee may make such distribution to such person's legal representative, or to
a relative or friend of such person for such person's benefit. Any distribution
made in accordance with the
- 3 -
preceding sentence shall be a full and complete discharge of any liability for
such distribution hereunder.
II-5. PERPETUITIES. Notwithstanding any other provisions of this
agreement, on the day next preceding the end of 21 years after the death of the
last to die of the grantor and the grantor's descendants living on the date of
this instrument, the trustee shall immediately distribute any remaining balance
in the trust to the beneficiaries then entitled to distributions hereunder.
ARTICLE III
MANAGEMENT OF THE TRUST FUND
III-1. GENERAL POWERS. The trustee shall, with respect to the trust fund,
have the following powers, rights and duties in addition to those provided
elsewhere in this agreement or by law:
(a) Subject to the limitations of subparagraph (b) next below, to
sell, contract to sell, purchase, grant or exercise options to
purchase, and otherwise deal with all assets of the trust
fund, in such way, for such considerations, and on such terms
and conditions as the trustee decides.
(b) To invest and reinvest the trust fund, without distinction
between principal and income, in obligations of the United
States Government and its agencies or which are backed by the
full faith and credit of the United States Government and in
any mutual funds, common trust funds or collective investment
funds which invest solely in such obligations, provided that
to the extent practicable no more than Ten Thousand Dollars
($10,000) shall be invested in such mutual funds, common trust
funds or collective investment funds at any time; and any such
investment made or retained by the trustee in good faith shall
be proper despite any resulting risk or lack of
diversification or marketability.
(c) To deposit cash in any depositary (including the banking
department of the bank acting as trustee) without liability
for interest, in amounts not in excess of those reasonably
necessary to make distributions from the trust.
(d) To borrow from anyone, with the administrator's approval, such
sum or sums from time to time as the trustee considers
desirable to carry out this trust, and to mortgage or pledge
all or part of the trust fund as security.
(e) To retain any funds or property subject to any dispute without
liability for interest and to decline to make payment or
delivery
- 4 -
thereof until final adjudication by a court of competent
jurisdiction or until an appropriate release is obtained.
(f) To begin, maintain or defend any litigation necessary in
connection with the administration of this trust, except that
the trustee shall not be obliged or required to do so unless
indemnified to the trustee's satisfaction.
(g) To compromise, contest, settle or abandon claims or demands.
(h) To give proxies to vote stocks and other voting securities, to
join in or oppose (alone or jointly with others) voting
trusts, mergers, consolidations, foreclosures,
reorganizations, liquidations, or other changes in the
financial structure of any corporation, and to exercise or
sell stock subscription or conversion rights.
(i) To hold securities or other property in the name of a nominee,
in a depositary, or in any other way, with or without
disclosing the trust relationship.
(j) To divide or distribute the trust fund in undivided interests
or wholly or partly in kind.
(k) To pay any tax imposed on or with respect to the trust; to
defer making payment of any such tax if it is indemnified to
its satisfaction in the premises; and to require before making
any payment such release or other document from any lawful
taxing authority and such indemnity from the intended payee as
the trustee considers necessary for its protection.
(l) To deal without restriction with the legal representative of
the grantor's estate or the trustee or other legal
representative of any trust created by the grantor or a trust
or estate in which a beneficiary has an interest, even though
the trustee, individually, shall be acting in such other
capacity, without liability for any loss that may result.
(m) Upon the prior written consent of the administrator, to
appoint or remove by written instrument any bank or
corporation qualified to act as successor trustee, wherever
located, as special trustee as to part or all of the trust
fund, including property as to which the trustee does not act,
and such special trustee, except as specifically limited or
provided by this or the appointing instrument, shall have all
of the rights, titles, powers, duties, discretions and
immunities of the trustee, without liability for any action
taken or omitted to be taken under this or the appointing
instrument.
- 5 -
(n) To appoint or remove by written instrument any bank, wherever
located, as custodian of part or all of the trust fund, and
each such custodian shall have such rights, powers, duties and
discretions as are delegated to it by the trustee.
(o) To employ agents, attorneys, accountants or other persons, and
to delegate to them such powers as the trustee considers
desirable, and the trustee shall be protected in acting or
refraining from acting on the advice of persons so employed
without court action.
(p) To perform any and all other acts which in the trustee's
judgment are appropriate for the proper management, investment
and distribution of the trust fund.
III-2. PRINCIPAL AND INCOME. Any income earned on the trust fund which is
not distributed as provided in Article II shall be accumulated and from time to
time added to the principal of the trust. The grantor's interest in the trust
shall include all assets or other property held by the trustee hereunder,
including principal and accumulated income.
III-3. STATEMENTS. The trustee shall prepare and deliver monthly to the
administrator and annually to the grantor, if then living, otherwise to each
beneficiary then entitled to distributions under this agreement, a statement (or
series of statements) setting forth (or which taken together set forth) all
investments, receipts, disbursements and other transactions effected by the
trustee during the reporting period; and showing the trust fund and the value
thereof at the end of such period.
III-4. COMPENSATION AND EXPENSES. All reasonable costs, charges and
expenses incurred in the administration of this trust, including compensation to
the trustee, any compensation to agents, attorneys, accountants and other
persons employed by the trustee, and expenses incurred in connection with the
sale, investment and reinvestment of the trust fund shall be paid from the trust
fund.
ARTICLE IV
GENERAL PROVISIONS
IV-1. INTERESTS NOT TRANSFERABLE. The interests of the grantor or other
persons entitled to distributions hereunder are not subject to their debts or
other obligations and may not be voluntarily or involuntarily sold, transferred,
alienated, assigned or encumbered.
IV-2. DISAGREEMENT AS TO ACTS. If there is a disagreement between the
trustee and anyone as to any act or transaction reported in any accounting, the
trustee shall have the right to a settlement of its account by any proper court.
- 6 -
IV-3. TRUSTEE'S OBLIGATIONS. No power, duty or responsibility is imposed
on the trustee except as set forth in this agreement. The trustee is not
obliged to determine whether funds delivered to or distributions from the trust
are proper under the trust, or whether any tax is due or payable as a result of
any such delivery or distribution. The trustee shall be protected in making any
distribution from the trust as directed pursuant to Article II without inquiring
as to whether the distributee is entitled thereto; the trustee shall not be
liable for any distribution made in good faith without written notice or
knowledge that the distribution is not proper under the terms of this agreement;
and the trustee shall not be liable for any action taken because of the specific
direction of the administrator.
IV-4. GOOD FAITH ACTIONS. The trustee's exercise or non-exercise of its
powers and discretions in good faith shall be conclusive on all persons. No one
shall be obliged to see to the application of any money paid or property
delivered to the trustee. The certificate of the trustee that it is acting
according to this agreement will fully protect all persons dealing with the
trustee.
IV-5. WAIVER OF NOTICE. Any notice required under this agreement may be
waived by the person entitled to such notice.
IV-6. CONTROLLING LAW. The laws of the State of Illinois shall govern
the interpretation and validity of the provisions of this agreement and all
questions relating to the management, administration, investment and
distribution of the trust hereby created.
IV-7. SUCCESSORS. This agreement shall be binding on all persons
entitled to distributions hereunder and their respective heirs and legal
representatives, and on the trustee and its successors.
ARTICLE V
CHANGES IN TRUSTEE
V-1. RESIGNATION OR REMOVAL OF TRUSTEE. The trustee may resign at any
time by giving thirty days' advance written notice to the administrator and the
grantor. The administrator may remove a trustee by written notice to the
trustee and the grantor.
V-2. APPOINTMENT OF SUCCESSOR TRUSTEE. The administrator shall fill any
vacancy in the office of trustee as soon as practicable by written notice to the
successor trustee; and shall give prompt written notice thereof to the grantor,
if then living, otherwise to each beneficiary then entitled to payments or
distributions under this agreement. A successor trustee shall be a bank (as
defined in Section 581 of the Internal Revenue Code, as amended).
- 7 -
V-3. DUTIES OF RESIGNING OR REMOVED TRUSTEE AND OF SUCCESSOR TRUSTEE. A
trustee that resigns or is removed shall furnish promptly to the administrator
and the successor trustee an account of its administration of the trust from the
date of its last account. Each successor trustee shall succeed to the title to
the trust fund vested in its predecessor without the signing or filing of any
instrument, but each predecessor trustee shall execute all documents and do all
acts necessary to vest such title of record in the successor trustee. Each
successor trustee shall have all the powers conferred by this agreement as if
originally named trustee. No successor trustee shall be personally liable for
any act or failure to act of a predecessor trustee. With the approval of the
administrator, a successor trustee may accept the account furnished and the
property delivered by a predecessor trustee without incurring any liability for
so doing, and such acceptance will be complete discharge to the predecessor
trustee.
ARTICLE VI
AMENDMENT AND TERMINATION
VI-1. AMENDMENT. With the consent of the administrator, this trust may
be amended from time to time by the grantor, if then living, otherwise by a
majority of the beneficiaries then entitled to payments or distributions
hereunder, except as follows:
(a) The duties and liabilities of the trustee cannot be changed
substantially without its consent.
(b) This trust may not be amended so as to make the trust
revocable.
VI-2. TERMINATION. This trust shall not terminate, and all rights,
titles, powers, duties, discretions and immunities imposed on or reserved to the
trustee, the administrator, the grantor and the beneficiaries shall continue in
effect, until all assets of the trust have been distributed by the trustee as
provided in Article II.
* * *
IN WITNESS WHEREOF, the grantor and the trustee have executed this agreement as
of the day and year first above written.
-----------------------------------
Grantor
The Northern Trust Company, as Trustee
By
---------------------------------
Its
------------------------------