Exhibit 10.3
SUPPLEMENTAL SAVINGS AND RETIREMENT PLAN
FOR KEY SALARIED EMPLOYEES OF
MILLIPORE CORPORATION
INTRODUCTION
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Millipore Corporation hereby establishes the Supplemental Savings and Retirement
Plan for Key Salaried Employees of Millipore Corporation (the "Supplemental
Plan") effective January 1, 1985 for the following purposes:
(1) To allow certain key salaried employees designated by the Board of
Directors of Millipore Corporation (the "Board") to receive benefits
directly from Millipore Corporation equal to the benefits such
employees would be entitled to receive under the terms of the
Retirement Plan for Employees of Millipore Corporation (the
"Retirement Plan") and from the Millipore Corporation Employees'
Participation and Savings Plan (the "Savings Plan") if the benefits
payable from the Retirement Plan and the Savings Plan were not limited
by the provisions of Section 415 of the Internal Revenue Code (the
"Code").
(2) To provide benefits to certain key salaried employees based on
compensation which is not included in the definition of compensation
under the terms of the Retirement and Savings Plan due to the deferral
of such compensation under the terms of this Supplemental Plan or
under any other nonqualified deferred compensation plan of Millipore
Corporation. Such benefits shall be equal to the benefits which would
have been provided under the terms of the Retirement and Savings Plans
if such deferred compensation were included in the definition of
compensation under those plans and if the limitations of Code Sections
401(a)(17), 402(g), and 415 and the non-discrimination requirements of
Code Sections 401(k) and 401(m) did not apply.
SECTION 1
SUPPLEMENTAL RETIREMENT PLAN BENEFITS
A key salaried employee designated by the Board to participate in this
Supplemental Plan (a "Participant") shall be entitled to a benefit under the
provisions of this section if his benefit determined under the provisions of the
Retirement Plan is less than such benefit would have been if (1) any
compensation deferred by the Participant under this Supplemental Plan or under
any other nonqualified deferred compensation plan of Millipore Corporation had
been included in the Participant's "Final Average Compensation," as defined in
Section 2.20 of the Retirement Plan, and/or (2) the limits described in Code
Sections 401(a) (17) and 415 did not apply.
If a Participant's benefit from the Retirement Plan is reduced as a result of
either or both of the conditions described in the preceding paragraph, the
benefit to which the Participant shall be entitled under this Supplemental Plan
shall be determined as follows:
(1) The benefit actually payable to the Participant under the terms of the
Retirement Plan shall be calculated.
(2) The benefit which would have been payable under the terms of the
Retirement Plan if "Final Average Compensation," as defined in
Section 2.20 of the Retirement Plan, included compensation deferred
under this Supplemental Plan or any other nonqualified deferred
compensation plan of Millipore Corporation and if the limits described
in Code Sections 401(a)(17) and 415 did not apply shall be calculated.
(3) The result of step (1) shall be subtracted from the result of step
(2), and the difference, if any, shall be the benefit payable to the
Participant as a life annuity under this Supplemental Plan.
Millipore Corporation may, in its sole discretion, after due consideration to
the desires of the Participant and/or his designated beneficiary, communicated
to the Corporation at least six (6) months prior to the date on which any such
benefit payment is to commence, make payment of benefits rather than in a life
annuity, in either of the forms as set forth in Section 2.4.
SECTION 2
SUPPLEMENTAL SAVINGS PLAN BENEFITS
2.1 Employer Participating Contributions. If contributions to the Savings Plan
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on behalf of a Participant made pursuant to Section 5.1 of the Savings Plan
are limited by the application of the limits described in Code Sections
401(a)(17) and 415 and/or a Participant makes compensation deferrals
pursuant to this Supplemental Plan or to any other nonqualified deferred
compensation plan of Millipore Corporation, Millipore Corporation shall
credit to an account established for the Participant under this
Supplemental Plan (his "Supplemental Participation Plan Account") an amount
equal to the excess of (a) over (b), where (a) is the amount which would
have been contributed under Section 5.1 of the Savings Plan in the absence
of the limits described in Code Sections 401(a)(17) and 415 and any
compensation deferrals under this Supplemental Plan or any other
nonqualified deferred compensation plan of Millipore Corporation, and (b)
is the amount actually contributed under Section 5.1 of the Savings Plan.
The Participant's Supplemental Participation Plan Account shall be adjusted
as of the end of each calendar quarter as if it were invested in the
Participation Fund of the Savings Plan.
2.2 Supplemental Participant Contributions. If a Participant's contributions
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made prior to January 1, 1987 under Section 4.1 of the Savings Plan are
limited either by the Section 415 limits or by the application of the non-
discrimination requirements of Section 401(k) of the Internal Revenue Code,
the Participant may elect to defer a portion of his compensation equal to
the excess of (a) over (b),
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where (a) is the amount which the Participant would have contributed under
Section 4.1 of the Savings Plan in the absence of the Section 415 limits
and/or the non-discrimination requirements of Section 401(k) and (b) is the
amount actually contributed by the Participant under Section 4.1 of the
Savings Plan. If a Participant's contributions made on or subsequent to
January 1, 1987, are limited by the Section 415 limits or by the annual
contribution limit under Section 402(g) of the Internal Revenue Code, the
Participant may elect to defer a portion of his compensation equal to the
excess of (a) over (b), where (b) is the amount actually contributed by the
Participant under Section 4.1 of the Savings Plan and (a) the amount which
the Participant would have contributed under Section 4.1 of the Savings
Plan in the absence of the Section 415 limits and/or the Annual Maximum
limits of Section 401, but not more than would be allowed other employees
subject to the non-discrimination requirements of Section 401(k).
Effective with respect to contributions made on or after January 1, 1987, a
Participant may elect to defer a portion of his gross compensation (prior
to any deferrals under the Savings Plan, this Supplemental Plan, or any
other nonqualified deferred compensation plan of Millipore Corporation)
equal to the excess of (a) over (b), where (a) is the amount the
Participant would have contributed under Section 4.1 of the Savings Plan in
the absence of the limitations of Code Section 401(a)(17), Section 402(g),
and Section 415, and/or the non-discrimination requirements of Code Section
401(k) and by taking into account the Participant's gross compensation
(prior to any compensation deferrals described above) and (b) is the amount
actually contributed by the Participant under Section 4.1 of the Savings
Plan.
2.3 Supplemental Employer Matching Contributions. If a Participant makes
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Supplemental Participant Contributions pursuant to Section 2.2 of this
Supplemental Plan, Millipore Corporation shall credit to his Supplemental
Contribution Account an amount equal to the employer matching contributions
which would have been made pursuant to Section 5.2 of the Savings Plan if
the Participant's Supplemental Participant Contributions had been made
pursuant to Section 4.1 of the Savings Plan, without regard to the
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nondiscrimination requirements of Code Section 401(m).
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All payments of benefits to Participants and/or their designated beneficiaries
under Section 2 of this Supplemental Plan shall be made in any of the three
forms set forth below; the particular form to be selected by Millipore
Corporation in its sole discretion after giving due consideration to the desires
of the Participant and/or his designated beneficiary, communicated to the
Corporation at least six (6) months prior to the date on which any such benefit
payment is to commence:
(1) A lump sum payment;
(2) The payment of a life annuity;
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(3) In five, ten or fifteen equal annual installments. (Equal shall mean
dividing the account balance by the number of years remaining before
making the annual installment then due).
Any unpaid balance shall remain in the Participant's Supplemental Contribution
Account and shall be adjusted in the manner as provided for in Section 2.2.
SECTION 3
DISTRIBUTIONS AND LOANS
3.1 General. Distributions on account of retirement, death, disability or
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other termination of employment under the Supplemental Plan shall be made
in accordance with Section 1 or Section 2, whichever is applicable based
upon the type of benefit distribution being made.
3.2 Distributions While Employed. No distributions may be made to a
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Participant under the terms of this Supplemental Plan while the Participant
is an employee of Millipore Corporation or of any affiliate or subsidiary
of Millipore Corporation.
3.3 Right of Offset. If, at the time of payment hereunder, the Administrative
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Committee established pursuant to Section 5.4 determines that the
Participant to whom or on whose behalf payment is being made, for any
reason, indebted to Millipore Corporation or to any affiliate or subsidiary
of Millipore Corporation, the Administrative Committee shall be entitled to
offset such indebtedness, including any interest accruing thereon, against
any payments otherwise due under the Supplemental Plan.
3.4 Withholding. Millipore Corporation shall be entitled to withhold from
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payments due under the Supplemental Plan any and all taxes of any nature
required by any government to be withheld from compensation paid to
Participants.
3.5 Loans. No loans to Participants shall be permitted under the Supplemental
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Plan.
SECTION 4
VESTING
A Participant shall be vested in his Supplemental Retirement Plan benefit, if
any, in accordance with the vesting provisions of the Retirement Plan. A
Participant shall be fully vested at all times in his Supplemental Savings Plan
benefits.
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SECTION 5
MISCELLANEOUS
5.1 Amendment and Termination.
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(1) The Board may at any time and from time to time, amend or terminate
this Supplemental Plan, without the consent of any Participant or
beneficiary, provided that no such amendment or termination shall
reduce any benefits accrued under the terms of this Supplemental Plan
prior to the date of termination or amendment.
(2) Any amendment or termination of the Supplemental Plan shall become
effective as to a Participant or beneficiary on the first day of the
month following written notice to such Participant or beneficiary of
the amendment or termination.
5.2 No Contract of Employment. The establishment of the Supplemental Plan or
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any modification thereof shall not give any Participant or other person the
right to remain in the service of Millipore Corporation, and all
Participants and other persons shall remain subject to discharge to the
same extent as if the Supplemental Plan had never been adopted.
5.3 Tax Effects. None of Millipore Corporation, the Board, the Administrative
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Committee, and any firm, person, or corporation, represents or guarantees
that any particular federal, state or local tax consequences will occur as
a result of any Participant's participation in this Supplemental Plan.
Each Participant shall consult with his or her own advisors regarding the
tax consequences of participation in this Supplemental Plan.
5.4 Administrative Committee. The Supplemental Plan shall be administered by
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an Administrative Committee which shall consist of at least three members
who shall serve at the pleasure of the Board.
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5.5 Entire Agreement; Successors. This Supplemental Plan, including any
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subsequently adopted amendments, shall constitute the entire agreement or
contract between Millipore Corporation and any Participant regarding the
Supplemental Plan. There are no covenants, promises, agreements,
conditions or understandings, either oral or written, between Millipore
Corporation and any Participant relating to the subject matter hereof,
other than those set forth in this Supplemental Plan. This Supplemental
Plan and any amendment shall be binding on the parties hereto and their
respective heirs administrators, trustees, successors and assigns, and on
all designated beneficiaries of the Participant.
5.6 Severability
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If any provision of this Supplemental Plan shall be held or deemed to be
invalid, inoperative or unenforceable as applied to any particular case in
any jurisdiction or jurisdictions, because of its conflicting with any
constitution or statute or rule of law or public policy or for any other
reason, such circumstances shall not have the effect of rendering the
provision or provisions in question invalid, inoperative or unenforceable
in any other jurisdiction or of rendering any other provision or provisions
herein contained invalid, inoperative or unenforceable, but this
Supplemental Plan shall be reformed and construed in any such jurisdiction
or case as if such invalid, inoperative or unenforceable provision had been
contained herein and such provision reformed so that it would be valid,
operative and enforceable to the maximum extent permitted in such
jurisdiction or in such case.
September 2000
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