Exhibit 10.21
PAREXEL International
Nonqualified Deferred Compensation
Plan Agreement
This document was prepared by and is proprietary to Suelthaus & Walsh, P.C. No
changes or modifications may be made to this document without the prior written
consent of Suelthaus & Walsh, P.C. In view of the degree of freedom Adopting
Employers shall have to use this Plan Agreement and the related forms, it is
expressly agreed and understood that no warranty whatsoever is provided by
Suelthaus & Walsh, P.C. for the improper application of the terms of the Plan
Agreement and related forms or if the Plan Agreement or any related form is
revised in anyway without the express written consent of Suelthaus & Walsh, P.C.
Accordingly, Suelthaus & Walsh, P.C. accepts no responsibility whatsoever for
the application and/or use of this Plan Agreement or the sufficiency or
interpretation thereof, and thus not for any direct or indirect consequences of
the application, use or interpretation of this Plan Agreement by Adopting
Employers or others.
TABLE OF CONTENTS
Page
ARTICLE I PURPOSE AND SCOPE 1
ARTICLE II DEFINITIONS 1
ARTICLE III PARTICIPATION 2
ARTICLE IV BENEFITS 2
ARTICLE V TERMINATION OF EMPLOYMENT 4
ARTICLE VI ADMINISTRATION 5
ARTICLE VII PAYMENT OF RETIREMENT BENEFITS 5
ARTICLE VIII GENERAL PROVISIONS 6
ARTICLE I
PURPOSE AND SCOPE
1.1 PURPOSE
The purpose of this Plan is to provide retirement benefits for certain
selected Executives of the Adopting Employer, in combination with any other
retirement benefit plans, agreements or arrangements, whether qualified or
otherwise, offered by the Adopting Employer.
1.2 SCOPE
This Plan is intended as a statement of agreement between certain selected
Executives under which, in consideration of the continued satisfactory
service of said Executives, the Adopting Employer agrees to pay, when due,
certain retirement and other benefits. This Plan shall be binding on the
Adopting Employer and any successors to the business of the Adopting
Employer and shall inure to the benefit of the Participants and, if
applicable, their spouses and beneficiaries.
Nothing herein contained, and no action taken pursuant to the provisions of
this Plan, shall create or be construed to create a trust of any kind nor a
fiduciary relationship between the Adopting Employer and any Executive,
Executive's surviving spouse or dependents, Executive's estate or
Executive's beneficiaries or any other person.
Any reserves or liabilities set up on the Adopting Employer's books of
account with respect to any retirement or other benefits to be paid under
the Plan shall continue for all purposes to be a part of the general funds
or assets of the Adopting Employer. To the extent that any person acquires
a right to receive payments from the Adopting Employer under this Plan,
such right shall be no greater than the right of any unsecured general
creditor of the Adopting Employer.
ARTICLE II
DEFINITIONS
Wherever used in this Plan, the following terms shall have the following
meanings, unless a different meaning is clearly required by the context.
2.1 "Adopting Employer" means each employer who adopts this Plan by executing
an Adoption Agreement.
2.2 "Adoption Agreement" means the document executed by each Adopting Employer
adopting the provisions of this Plan. The terms of this Plan as modified by
the terms of an Adopting Employer's Adoption Agreement constitute a
separate Plan to be construed as a single agreement. Each elective
provision of the Adoption Agreement corresponds by section reference to the
section of the Plan which grants the election.
2.3 "Compensation" shall mean the regular remuneration paid to an Executive for
services rendered to the Adopting Employer as shown on the W-2 of the
Executive for any given calendar year.
2.4 "Executive" means any highly compensated employee or member of a select
group of management employees employed by the Adopting Employer, on the
basis of an employer employee relationship.
2.5 "Normal Retirement Age" means the age specified in the Adoption Agreement.
2.6 "Normal Retirement Date" means the first day of the month coinciding with
or next following a Participant's retirement on or after attaining Normal
Retirement Age.
2.7 "Participant" means any Executive who has become eligible to participate in
the Plan in accordance with Article III, and who has not ceased to have
rights to a Benefit hereunder.
2.8 "Plan" means the Nonqualified Deferred Compensation Plan as set forth
herein, including the Adoption Agreement under which the Adopting Employer
has elected to participate in this Plan. Each Adopting Employer shall
designate the name of the Plan in section 2.8 of its Adoption Agreement.
The Plan created by each Adopting Employer is a separate Plan, independent
from the plan of any other employer adopting this Plan.
2.9 "Plan Effective Date" means the date set forth in section 2.9 of the
Adoption Agreement.
2.10 "Plan Year" means the calendar year.
2.11 "Retirement Benefit" or "Benefit" means an amount, or a series of periodic
amounts, payable to a Participant or such Participant's beneficiary under
the Plan.
ARTICLE III
PARTICIPATION
3.1 ELIGIBLE EXECUTIVES
Eligibility for participation in this Plan shall be limited to those
Executives designated in writing by the Adopting Employer.
3.2 ENTRY DATE
Each Participant under Section 3.1 shall enter the Plan on the date
specified in writing by the Adopting Employer.
3.3. CESSATION OF PARTICIPATION BY ACTION OF ADOPTING EMPLOYER
The Adopting Employer reserves the right to terminate the active
participation of any designated Executive upon 30 days advance notice to
the Executive. Such Executive shall thereupon become an inactive
Participant.
ARTICLE IV
BENEFITS
4.1A PARTICIPANT CONTRIBUTIONS CREDIT
A Participant may elect pursuant to this Plan each Plan Year to defer an
amount of the Participant's Compensation up to the maximum percentage or
fixed dollar amount of Compensation elected by the Adopting Employer under
section 4.1A of the Adopting Agreement. Any such election shall be made
within 30 days prior to January 1 of the Plan Year to which such election
pertains, except that with respect to the first Plan Year a Participant is
eligible to participate in this Plan, the election shall be made within 30
days of the Participant becoming so eligible and shall be prospective
commencing with the immediately succeeding payroll period. The Adopting
Employer shall maintain a book account in the Plan for the Participant to
which the Adopting Employer shall credit an amount equal to the amount of
the Participant's deferral election.
4.1B ADOPTING EMPLOYER MATCHING CONTRIBUTION
Each Plan Year during a Participant's participation in the Plan, the
Adopting Employer shall credit to the book account established for the
Participant a matching contribution to the extent provided in
and in an amount determined pursuant to the Adopting Employer's election
under section 4.1B of the Adoption Agreement. No matching contribution
shall be credited to the Participant with respect to any given Plan Year if
the Participant terminates employment with the Adopting Employer prior to
the end of such Plan Year for a reason other than retirement on or after
Normal Retirement Age, death or to the extent the Adopting Employer has
elected to provide a disability benefit pursuant to Section 4.4 of the
Plan, total and permanent disability.
4.2 NORMAL RETIREMENT BENEFIT
The amount of "Normal Retirement Benefit" shall be equal to the aggregate
contributions credited on the Participant's behalf pursuant to the
provisions of Sections 4.1A and 4.1B of the Plan, plus earnings
determined in accordance with Section 4.3 of the Plan, as the Participant's
retirement on or after attaining Normal Retirement Age. Upon attainment of
Normal Retirement Age, the Participant shall be fully vested in the Benefit
credited to the Participant's account; provided that the Participant is
still employed by the Adopting Employer on such date.
4.3 CREDITING RATE
The aggregate contributions credited under the Plan pursuant to Section
4.1A and 4.1B on the Participant's behalf shall be credited with earnings
(or losses) at the rate elected by the Adopting Employer under section 4.3
of the Adoption Agreement. A Participant's account will continue to be
credited with earnings (or losses) during the period the Participant is
receiving Benefit payments. As used in this Plan, the term "earnings" shall
include losses.
4.4 DISABILITY RETIREMENT BENEFIT
To the extent the Adopting Employer elects to provide a disability Benefit
in section 4.4 of the Adoption Agreement, a Participant who has not reached
Normal Retirement Age shall become fully vested in the Benefit credited
to the Participant's account in the event the Participant becomes totally
and permanently disabled during the Participant's employment with the
Adopting Employer. The Participant shall be entitled to commence receipt of
the Participant's Benefit commencing on the first day of the first month
after the Participant terminates employment with the Adopting Employer due
to total and permanent disability. For purposes of this Plan, "total and
permanent disability" or "disability" shall mean the Participant's
inability, for a period of at least six consecutive months, to perform the
essential functions of the Participant's duties, with or without reasonable
accommodation by the Adopting Employer. The Participant's Benefit shall be
paid over the number of years specified by the Adopting Employer in Section
7.3 of the Adopting Agreement.
4.5 DEATH OF A PARTICIPANT BEFORE COMMENCEMENT OF RETIREMENT BENEFIT
If a Participant dies before payment of Benefits commence hereunder, the
Participant shall become fully vested and the Participant's Benefits shall
be paid to the Participant's beneficiaries in a lump sum as soon as
practicable after the Adopting Employer receives notice of the
Participant's death. In addition, the Participant's beneficiaries shall
receive any pre-retirement death benefit elected by the Adopting Employer
in section 4.5A of the Adoption Agreement. Any such pre-retirement death
benefits elected by the Adopting Employer in section 4.5A of the Adoption
Agreement shall be funded in the manner elected by the Adopting Employer in
section 4.5B of the Adoption Agreement.
4.6 DEATH OF PARTICIPANT AFTER COMMENCEMENT OF BENEFIT
If a Participant dies after commencing to receive any Benefit under the
Plan, the Participant's beneficiaries shall receive the remaining payments
due to the Participant, if any, in the same manner as such payment of
Benefits would have been made to the Participant had the Participant
survived.
4.7 DESIGNATION OF BENEFICIARY
The Participant shall have the right, at any time, to submit in a form
provided by the Adopting Employer, a written or electronic designation of
primary and secondary beneficiaries to whom payment under this Plan shall
be made in the event of the Participant's death prior to complete
distribution of the Benefits due and payable under this Plan. Each
beneficiary designation shall become effective only when receipt thereof is
acknowledged in writing or electronically by the Adopting Employer. In the
event a Participant does not designate a beneficiary, any distribution of
Benefits due under this Plan after the Participant's death shall be paid to
the Participant's surviving spouse, if any, otherwise to the Participant's
estate.
4.8 HARDSHIP DISTRIBUTION
In the event a Participant suffers a financial hardship (as hereinafter
defined), the Adopting Employer may, if it deems advisable in its sole and
absolute discretion, distribute to or utilize on behalf of the Participant
as a hardship benefit (the "Hardship Benefit") any portion of the
Participant's deferred contributions (but not earnings) credited to the
Participant's account pursuant to Section 4.1A of the Plan as of the date a
Hardship Benefit is distributed or utilized at such times as the Adopting
Employer shall determine, and the Participant's Benefit shall be reduced by
the amount so distributed and/or utilized. No Hardship Benefit shall
include any portion of the Adopting Employer's matching contributions or
earnings thereof. "Financial Hardship" shall mean dire, unforseen,
financial emergency of the Participant which cannot be reasonably relieved
by reimbursement by insurance or otherwise, liquidation of the
Participant's assets to the extent that such liquidation would not in
itself cause a financial hardship and which is caused by temporary or
permanent disability or incapacity, medical or educational expenses, the
purchase or maintenance of a residence, or a material reduction in family
income.
ARTICLE V
TERMINATION OF EMPLOYMENT
5.1 TERMINATION ON OR AFTER RETIREMENT DATE
Subject to Section 8.4, a Participant who terminates employment with the
Adopting Employer on or after the Participant's Normal Retirement Age shall
have a right to receive such Participant's Normal Retirement Benefit
commencing on the Participant's Normal Retirement Date.
5.2 TERMINATION PRIOR TO RETIREMENT DATE
Subject to the provisions of Section 8.4, if a Participant terminates
employment with the Adopting Employer prior to Normal Retirement Age for a
reason other than death or, to the extent the Adopting Employer has elected
a disability benefit under section 4.4 of the Adoption Agreement,
disability, the Participant shall be entitled to receive an amount equal to
the sum of (i) the Participant's deferral contributions credited to the
Participant's account pursuant to Section 4.1A of the Plan and earnings
credited on such amounts under Section 4.3 of the Plan, plus (ii) the
Participant's vested interest in the aggregate Adopting Employer matching
contributions credited to the Participant's account pursuant to Section
4.1B of the Plan and earnings credited on such amounts under Section 4.3 of
the Plan. Distribution of the amount due under this Section 5.2 shall
commence on the first date of the first month following the Participant's
termination of employment with the Adopting Employer and, unless the
Adopting Employer elects to accelerate payments pursuant to Section 7.3 of
this Plan, shall continue for the period elected by the Adopting Employer
in section 7.3 of the Adoption Agreement.
5.3 VESTING
A Participant shall always be 100% vested in the Participant's deferral
contributions credited to the Participant's account pursuant to Section
4.1A of the Plan and earnings thereon. A Participant's vesting in the
Adopting Employer's matching contributions and earnings thereon shall be
determined pursuant to the vesting schedule elected by the Adopting
Employer in section 5.3A of the Adoption Agreement. Years of vesting credit
shall be determined based on the Adopting Employer's election in section
5.3B of the Adoption Agreement.
ARTICLE VI
ADMINISTRATION
6.1 This Plan shall be administered and interpreted by the Adopting Employer,
whose decisions shall be final, conclusive and binding, except for any
action taken pursuant to Section 8.4.
6.2 Rivenet.Com, Inc. {"RIVENET.COM") will assist the Adopting Employer with
administrative matters and will act as the third party administrator for
the Plan. RIVENET.COM shall have no administrative discretion or authority
and is not a fiduciary with respect to the Plan. Use of this Plan document
is conditioned upon engagement and continued use of RIVENET.COM for
administrative services pertaining to the Plan.
ARTICLE VII
PAYMENT OF RETIREMENT BENEFITS
7.1 SURVIVAL
Payment of any Benefit hereunder which is contingent upon the survival of
the payee shall cease with the last payment due to the payee before the
payee's death.
7.2 ALIENATION OF BENEFITS PROHIBITED
No benefit payable at any time under the Plan shall be subject in any
manner to alienation, anticipation, sale, transfer, assignment, pledge,
attachment or encumbrance of any kind, except as required by law. Neither
shall any Benefit payable at any time under the Plan be subject in any
manner to the debts or liabilities of any person entitled to such Benefit,
nor shall the Adopting Employer be required to make any payments toward
such debts or liabilities.
7.3 DURATION AND FORM OF BENEFITS
Except as otherwise noted, the duration and form of benefits under this
Plan shall be payable in accordance with all the terms and conditions of
this Plan, including those elected by the Adopting Employer in the Adoption
Agreement such as the vesting schedule thereunder and the number of years
over which the Benefit is to be paid. The foregoing notwithstanding, a
Participant who retires on or after the Participant's Normal Retirement
Age, may request that the Participant's Retirement Benefit under this Plan
be paid in a lesser number of installments than set forth in the Adoption
Agreement. The Adopting Employer may grant or deny any such request in its
sole discretion. Installment payments made under this Plan will fluctuate
in amounts as necessary to take into account the additional crediting of
earnings pursuant to Section 4.3 of the Plan after the commencement of
Benefit payments. In general, the amount of each annual installment shall
be equal to the remaining value of the Participant's Benefit divided by the
number of remaining installments due the Participant, subject to any rights
of offset or other adjustments provided for under the terms of this Plan.
Nothing contained in this Plan to the contrary, the Adopting Employer, in
its sole discretion may accelerate any payments due to a Participant or a
Participant's beneficiaries.
7.4 UNCLAIMED BENEFITS
Any of the Benefits hereunder which are unclaimed, including outstanding
checks or direct deposits, shall be forfeited to the Adopting Employer.
7.5 WITHHOLDING
The Adopting Employer shall have the right to deduct from any Benefit any
federal, state, or local taxes required by law to be withheld.
ARTICLE VIII
GENERAL PROVISIONS
8.1 FUNDING
The Plan is intended as an unfunded plan of supplementary retirement
Benefits. The Adopting Employer intends to establish appropriate reserves
for the Plan on its books of account in accordance with generally accepted
accounting principles. Such reserves shall be, for all purposes, part of
the general funds of the Adopting Employer and no Participant, spouse,
beneficiary, or other person claiming a right under the Plan shall have any
interest, right or title to such reserves.
8.2 RIGHT TO AMEND, SUSPEND OR TERMINATE
The Adopting Employer reserves the right at any time and from time to time
to amend, suspend or terminate the Plan by action of its Board of Directors
without the consent of any Participant, spouse, beneficiary, or other
person claiming a right under the Plan. No amendment of the Plan shall
reduce the vested Benefits of any Participant as of the date of amendment.
8.3 EFFECT OF TERMINATION
In the event that the Plan is terminated, Benefits accrued and payable to
Participants, former Participants entitled to Benefits, retired
Participants and spouses or beneficiaries shall be limited to amounts
vested and accrued as of the date of termination and shall not be subject
to crediting of any further earnings. All such vested and accrued amounts
shall be distributed to Participants, former Participants entitled to
Benefits, retired Participants and spouses or beneficiaries in a lump sum
as soon as administratively feasible after the termination of the Plan.
Notwithstanding the preceding provisions of this Section 8.3 or of Section
8.2, the Board of Directors of the Adopting Employer may, in its sole
discretion, reduce or eliminate Benefits as it deems necessary in order to
protect the financial security of the Adopting Employer.
8.4 RIGHTS TO BENEFITS
No person shall have any right to a Benefit under the Plan except as such
Benefit has accrued to such person in accordance with the terms of the
Plan, and then such right shall be no greater than the rights of any
unsecured general creditor of the Adopting Employer. Neither the
establishment of the Plan, the designation of any Participant, nor any
provisions of the Plan shall be construed as giving a Participant the right
to be retained in the employment of the Adopting Employer or as an
Executive of the Adopting Employer.
The Adopting Employer, at its discretion, may acquire an insurance policy
of policies insuring the life of a Participant from which it can satisfy
its obligations to make payments pursuant to this Plan. However, it is
expressly understood that such contract (or contracts) if acquired, does
not create any account or funds separate from the ordinary assets of the
Adopting Employer, and no Participant, Participant's spouse, or
Participant's beneficiary may look to any such contract as the funds from
which benefits under this Plan are to be paid. Any such contract so
acquired for the convenience of the Adopting Employer shall be the sole and
exclusive property of the Adopting Employer, with the Adopting Employer
named as applicant owner, and beneficiary of any life insurance contract
payment; provided further, any such contract shall not be held in trust or
as collateral security for the benefit of a Participant, a Participant's
spouse, or a Participants beneficiary, nor is any representation made
herein that such contract, if acquired, will be used to provide benefits
under this Plan. No Participant, Participant's spouse, or Participant's
beneficiary shall have any beneficial ownership interest in, or preferred
or other claim against, the life insurance contract, if acquired.
Notwithstanding any other provisions of this Plan, if an Executive shall be
discharged for reason of acts of gross misconduct, fraud, dishonesty,
larceny, misappropriation or embezzzlement committed against the Adopting
Employer, all of such Executive's rights to earnings on the Participant's
deferral contributions and to the Adopting Employer's matching
contributions and earnings thereon shall be forfeited. In addition,
Benefits other than distribution of the Participant's deferral
contributions shall cease to be paid to any Participant who discloses
confidential information or trade secrets concerning the Adopting Employer
without the Adopting Employer's consent, or engages in any activity that is
materially damaging to the Adopting Employer.
8.5 CONSTRUCTION
The law of the state of the Adopting Employer's principal place of business
will determine all questions arising with respect to the provisions of this
Plan except to the extent superseded by Federal law.
8.6 TITLES
The titles of the Articles and Sections herein are included for convenience
of reference only and shall not be construed as a part of this Plan, or
have any effect upon the meaning of the provisions hereof. Unless the
context requires otherwise, the singular shall include the plural; the
masculine gender shall include the feminine and vice versa; and such words
as "herein", "hereinafter", "hereof" and "hereunder" shall refer to this
instrument as a whole and not merely to the subdivision in which such words
appear.
8.7 SEPARABILITY
If any term or provision of this Plan as presently in effect or as amended
from time to time, or the application thereof to any payments or
circumstances, shall to any extent be invalid or unenforceable, the
remainder of the Plan, and the application of such term or provision to
payments or circumstances other then those as to which it is invalid or
unenforceable, shall not be affected thereby, and each term or provision of
the Plan shall be valid and enforced to the fullest extent permitted by
law.
8.8 RIGHT OF OFFSET
If, at such time as a Participant becomes entitled to benefits under this
Plan, such Participant has any debt, obligation or other liability
representing an amount owing to the Adopting Employer, and if such debt,
obligation or other liability is due and owing at the time distribution is
due hereunder,
the Adopting Employer may offset the amount owing against the amount of
benefits otherwise distributable hereunder.
8.9 CLAIM FOR BENEFITS
Subject to and in compliance with the specific procedures contained in the
applicable regulations under the Employee Retirement Income Security Act of
1974, as amended: (i) any decision by the Adopting Employer denying a claim
by a Participant or a Participant's beneficiary for Benefits under this
Plan shall be stated in writing and delivered or mailed to such Participant
or such beneficiary; (ii) each such notice shall set forth the specific
reasons for the denial, written to the best of the Adopting Employer's
ability in a manner that may be understood without legal or actuarial
counsel; and (iii) the Adopting Employer shall afford a reasonable
opportunity to such Participant or such beneficiary for a full and fair
review of the decision denying such claim.
This document was prepared by and is proprietary to Suelthaus & Walsh, P.C. No
changes or modifications may be made to this document without the prior written
consent of Suelthaus & Walsh, P.C. In view of the degree of freedom Adopting
Employers shall have to use this Plan Agreement and the related forms, it is
expressly agreed and understood that no warranty whatsoever is provided by
Suelthaus & Walsh, P.C. for the improper application of the terms of the Plan
Agreement and related forms or if the Plan Agreement or any related form is
revised in anyway without the express written consent of Suelthaus & Walsh, P.C.
Accordingly, Suelthaus & Walsh, P.C. accepts no responsibility whatsoever for
the application and/or use of this Plan Agreement or the sufficiency or
interpretation thereof, and thus not for any direct or indirect consequences of
the application, use or interpretation of this Plan Agreement by Adopting
Employers or others.
ADOPTION AGREEMENT
TO THE
NONQUALIFIED DEFERRED COMPENSATION PLAN
FOR PARTICIPANTS
2.5 Normal Retirement Age
Normal Retirement Age: 65
2.8 Plan Name
The name of the Plan shall be the: PAREXEL International - Deferred
Compensation Plan
2.9 Effective Date
The Effective Date of the Plan shall be: December 1, 2001
4.1A Participant Deferral Contributions . Maximum
100.00% of each Participant's Compensation
4.3 Crediting Rate
Mirror the aggregate rate of return of the investment options selected by
the Participant
4.4 Disability Payout
Yes - Participants shall be entitled to a disability retirement benefit
pursuant to Section 4.4 of the Plan.
4.5A Pre-Retirement Death Benefit
None
4.58 Pre-Retirement Death Benefit Funding
Not Applicable.
7.3 Distribution Period
Years of Benefit payments: 15
This document was prepared by and is proprietary to Suelthaus & Walsh, P.C. No
changes or modifications may be made to this document without the prior written
consent of Suelthaus & Walsh, P.C. In view of the degree of freedom Adopting
Employers shall have to use this Plan Agreement and the related forms, it is
expressly agreed and understood that no warranty whatsoever is provided by
Suelthaus & Walsh, P.C. for the improper application of the terms of the Plan
Agreement and related forms or if the Plan Agreement or any related form is
revised in anyway without the express written consent of Suelthaus & Walsh, P.C.
Accordingly, Suelthaus & Walsh, P.C. accepts no responsibility whatsoever for
the application and/or use of this Plan Agreement or the sufficiency or
interpretation thereof, and thus not for any direct or indirect consequences of
the application, use or interpretation of this Plan Agreement by Adopting
Employers or others.