Exhibit 10.24
BOEHRINGER MANNHEIM U.S. HOLDINGS, INC.
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SUPPLEMENTAL RETIREMENT PLAN (PLAN NO. 2)
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(Established Effective as of January 1, 1993)
8.3 Tax Liability ................................................... 31
8.4 Assignment ...................................................... 31
8.5 Successors ...................................................... 31
8.6 Severability .................................................... 32
8.7 Nonuniform Determinations ....................................... 32
8.8 Separation From Other Plans ..................................... 32
8.9 Effective Date .................................................. 32
EXHIBIT A ................................................................. 34
BOEHRINGER MANNHEIM U.S. HOLDINGS, INC.
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SUPPLEMENTAL RETIREMENT PLAN (PLAN NO.2)
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(Established Effective as of January 1, 1991)
Article 1. Establishment of the Plan
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1.1 Establishment and Restatement. BOEHRINGER MANNHEIM U.S. HOLDINGS,
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INC. ("Holding's") hereby establishes a supplemental benefits plan on behalf of
its subsidiaries and other affiliated corporations (collectively, "Boehringer").
Such plan was adopted effective January 1, 1991. Such plan is hereby amended and
restated effective January 1, 1993, and shall be known as the "Boehringer
Mannheim U.S. Holdings Inc. Suplemental Retirement Plan, Plan No. 2" (the
"Plan").
1.2 Purpose. The Plan is intended to ensure a competitive level of
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retirement benefits to a select group of senior executives of Boehringer, in
order to attract and retain talented executives.
Article II. Definitions and Construction
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2.1 Definitions. Whenever the following terms are used in this Plan,
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they shall have the meaning specified unless a contrary intention is
specifically and clearly indicated.
(a) "Actuarial Equivalent" means a benefit having the same present
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value as the benefit it replaces. For puposes of establishing
actuarial equivalence, present value shall be determined on the
bases of the 1984-UP Mortality Table and the Assumed Interest Rate.
(b) "Administrative Committee" means the committee of three persons
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designated to administer the Plan. The committee presently consists
of James A. Lent, Barry Simmonds, and Robert H. Reynolds.
(c) "Assumed Interest Rate" means a rate equal to 120 percent of the
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interest rate used, by the Pension Benefit Guaranty Corporation,
for valuing immediate annuities upon termination of defined benefit
plans. The Assumed Interest Rate used under the Plan during any
Fiscal Year shall be based on 120 percent of the PBGC rate in
effect on the first day of the month in which payment of a
Participant's Benefits will commence.
(d) "Benefits" means any amounts payable under the Plan as Supplemental
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Retirement Benefits, Supplemental Early Retirement Benefits,
Disability Retirement Benefits, Death Benefits, or Supplemental
Deferred Vested Benefits, to or on behalf of a Participant who has
met the requirements of the Plan for eligibility for such payments.
For the purpose of calculating a Participant's total service with
Boehringer, all service with any company(s) in the worldwide
Holdings group shall be included.
(e) "Board" means the Board of Directors of Holdings.
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(f) "Boehringer" means Holdings; however, references to "Boehringer"
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shall also include (i) references to any subsidiary of Holdings and
any other entity which, together with Holdings, is a member of a
"controlled group" of corporations (as described in section 414(b)
of the Code), (ii) references to any other entity which has been
merged into or acquired by Holdings or by
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any subsidiary of Holdings which is included in the Holding's
controlled group (as defined above) as long as the merged or
acquired entity was part of the same controlled group as Holdings
(or the Holdings subsidiary) in which it was merged or by which it
was acquired immediately prior to the merger or the acquisition,
and (iii) references to any successor entity resulting from a
merger or consolidation with Holdings or from the transfer of
substantially all of the assets of Holdings.
(g) "Boehringer Income" means the total amount of income, calculated in
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United States dollars, received by a Participant from Boehringer in
the form of base salary in a Fiscal Year. Boehringer Income shall
also include any Participant deferrals pursuant to a cash or
deferred arrangement under section 401(k) of the Code maintained by
Boehringer, any salary deferred under any nonqualified deferred
compensation arrangement maintained by Boehringer, and any amounts
excluded from wages by reason of any Participant election pursuant
to a cafeteria plan under section 125 of the Code maintained by
Boehringer. Boehringer Income shall not include any incentive
compensation provided by Boehringer to an employee.
(h) "CEO" means the Chief Executive Officer of Corange.
(i) "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time. Reference to a section of the Code shall
also include any comparable provision of the Code that supersedes
said section.
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(j) "Corange" means Corange Limited, a Bermuda corporation.
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(k) "Death Benefits" means benefits payable to a Surviving Spouse upon the
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death of a Participant pursuant to section 5.2.
(l) "Disability" means that because of injury or sickness a Participant
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cannot perform substantially all of the material duties of his position
as they existed immediately prior to such injury or sickness.
(m) "Disability Retirement Date" means the date upon which a Participant
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ceases Employment as the result of a Disability.
(n) "Early Retirement" means Retirement by a Participant at any time on or
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after the Participant's Early Retirement Date, but before his Normal
Retirement Date.
(o) "Early Retirement Date" means the date upon which a Participant retires
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from Employment with Boehringer, at any time earlier than the
Participant's Normal Retirement Date and after the participant both
attains age 55 and completes five years of service.
(p) "Employment" means employment with Boehringer as determined by
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Boehringer. However, the Administrative Committee may (in its sole
discretion) treat any material diminution in a Participant's
responsibilities or any change from active, full-time status as
constituting a termination of Employment.
(q) "Final Average Boehringer Income" means the annual average of a
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Participant's Boehringer Income for the 36-month period ending on the
date
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of the Participant's termination of Employment (by reason of Retirement
or otherwise) or the Participant's Disability. If a Participant completed
fewer than 36 months of service with Boehringer, his Final Average
Boehringer Income shall mean the Participant's annual average Boehringer
Income for his entire period of service with Boehringer.
(r) "Fiscal Year" means the fiscal year of Holdings, which is the calendar
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year, unless changed by the Board.
(s) "Holdings" means Boehringer Mannheim U.S. Holdings, Inc., an Indiana
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corporation, or any successor corporation resulting from a merger or
consolidation with Holdings or transfer of substantially all of the
assets of Holdings.
(t) "Independent Actuary" means a person (or a firm of which he is a member)
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who is an "enrolled actuary" under the Employee Retirement Income
Security Act of 1974 ("ERISA") and who is chosen by the Administrative
Committee to assist in performing calculations under the Plan.
(u) "Long-Term Disability Plan" means any long-term disability plan
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maintained by Boehringer and covering a Participant, including benefits
paid thereunder.
(v) "Normal Retirement" means Retirement by a Participant on or after the
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Participant's Normal Retirement Date.
(w) "Normal Retirement Date" means the last day of the Boehringer pay period
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immediately following a Participant's sixty-fifth birthday.
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(x) "Other Retirement Income" means the total amount of annual retirement
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income payable to a Participant, calculated in United States dollars, from
any employment source other than Boehringer. Other Retirement Income shall
include-
(1) any employer-provided benefits that a Participant is entitled to
receive (whether or not waived or deferred) from any plan that is a
qualified retirement plan under section 401(a) of the Code and that
is subject to the minimum funding requirements of section 412 of the
Code;
(2) any employer-derived benefits that a Participant is entitled to
receive (whether or not waived) under a defined benefit retirement
plan maintained outside of the United States;
(3) one-half of any primary Social Security benefits that a Participant
is entitled to receive (whether or not waived or deferred); and
(4) any benefits that a Participant is entitled to receive (whether or
not waived or deferred) under a program that is comparable to the
United States Social Security program and that is maintained by a
government other than the United States government.
In calculating any Death Benefits payable under section 5.2(a),
"Other Retirement Income" shall not include any primary Social
Security benefits under paragraph (3) or any benefits comparable to
Social Security benefits under paragraph (4).
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(y) "Participant" means an employee of Boehringer selected to participate in
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the Plan as described under section 4.1 and who has formally agreed to
participate in the Plan. An individual shall continue as a Participant
after his termination of Employment with Boehringer until all Benefits
payable hereunder with respect to the individual have been paid or
forfeited under the Plan. The word "Participant" shall not include any
references to the spouse of an employee or of a- former employee who
participates in the Plan.
(z) "Plan" means this Boehringer Mannheim U.S. Holdings, Inc. Supplemental
Retirement Plan (Plan No. 2).
(aa) "Retirement" means the total cessation of Employment for or on behalf of
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Boehringer by a Participant after attaining age 55 and completing at
least five years of service with Boehringer or after attaining age 60.
(bb) "Retirement Date" means the date that a Participant begins receiving
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benefits under this Plan due to Retirement, Disability, or other
termination of Employment.
(cc) "RIP Plan" means the Boehringer Mannheim U.S. Holdings, Inc. Retirement
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Income Plan.
(dd) "Supplemental Deferred Vested Benefits" means Benefits payable pursuant
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to section 5.3, to a Participant whose Employment has ceased for a
reason other than death, Disability, or Retirement and who is eligible
for a benefit pursuant to the other provisions of the Plan.
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(ee) "Supplemental Disability Retirement Benefits" means Benefits payable
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pursuant to section 5.1(c), to a Participant whose Employment has ceased
as a result of Disability.
(ff) "Supplemental Early Retirement Benefits" means reduced Benefits payable
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pursuant to section 5.1(b), upon Early Retirement.
(gg) "Supplemental Retirement Benefits" means Benefits payable to a
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Participant who retires, pursuant to section 5.1(a).
(hh) "Surviving Spouse" means the legally married spouse of a Participant who
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survives that Participant's death.
(ii) "Termination for Cause" means that a Participant's Employment with
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Boehringer has terminated because the Participant engaged in a willful
or deliberate act of commission or omission which is injurious to the
finances or reputation of Boehringer. Termination for Cause shall
include, but is not limited to-
(1) Committing any material breach of this Plan, including, without
limitation, the provisions of Article VII regarding
noncompetition,
(2) Committing any dishonest, unethical, fraudulent, or felonious act
either in respect to duties to Boehringer, or which results in
material damage to the business, reputation, or goodwill of
Boehringer,
(3) Gross negligence or intentional wrongdoing in connection with
employment, which has a substantial adverse effect on Boehringer,
its business, or reputation.
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(4) Prolonged unexcused absence from duties,
(5) Material breach of any employment or other agreement with
Boehringer, or
(6) Entering into unauthorized negotiations with any
organization which is competitive with the then present
business of Boehringer regarding the rendering of personal
services for such organization.
If a Participant resigns from Employment with Boehringer,
and the Administrative Committee determines that the
resignation was in anticipation of Termination for Cause,
the Participant's resignation shall be deemed a
Termination for Cause.
(jj) "Valuation Date" means the first day of the calendar year for
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which a contribution is made.
2.2 Gender and Number. Except when otherwise indicated by the context,
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words in the masculine gender shall include the feminine and neuter genders; the
plural shall include the singular and the singular shall include the plural.
2.3 Employment Rights. Establishment of the Plan shall not be
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construed to give any Participant the right to be retained in the employment of
Boehringer or to any benefits not specifically provided by the Plan.
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2.4 Applicable Law. This Plan is fully exempt from Titles II, III and
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IV of ERISA. The Plan shall be governed by and construed in accordance with
Title I of ERISA and the laws of the State of Indiana.
Article III. Administration
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3.1 Administration.
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(a) Except as specifically provided elsewhere in the Plan, the
Administrative Committee shall have all such powers as may be
necessary to carry out the provisions of the Plan and the
transaction of the Plan's business. Upon resignation or death of a
member of the Administrative Committee, the vacancy shall be
filled by the remaining members of the Administrative Committee.
If the remaining members of the Administrative Committee fail to
agree on a successor, or there are no remaining members, the
successor shall be selected, in writing, by at least two-thirds of
the Participants. If the Participants fail to agree on a
successor, the successor shall be selected by the CEO or the
Board.
(b) The Administrative Committee shall, at all times, consist of three
individuals; one of whom is a director of Holdings but who is not
an employee of Boehringer, one of whom is an employee of Corange
or Boehringer (but who is not a Participant), and one of whom is
either a Participant in the Plan or in another similar
supplemental plan maintained by Boehringer. In addition,
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the Board may appoint a nonvoting Secretary to assist the
Administrative Committee in its work.
(c) The authority granted under this Article shall be subject to the
right of the Board to amend or terminate the Plan, as provided in
section 8.1.
3.2 Finality of Determination. The determination of the
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Administrative Committee as to any disputed questions arising under this Plan,
including questions of construction and interpretation shall be final, binding,
and conclusive upon all persons; except where the right to make such
determination is reserved to the CEO or the Board.
3.3 Indemnification and Exculpation. The CEO, the members of the
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Board, the members of the Administrative Committee, their agents and officers,
and employees of Boehringer shall be indemnified and held harmless by Boehringer
against and from any and all loss, cost, liability, or expense that may be
imposed upon or reasonably incurred by them in connection with or resulting from
any claim, action, suit, or proceeding to which they may be a party or in which
they may be involved by reason of any action taken or failure to act under this
Plan and against and from any and all amounts paid by them in settlement (with
Boehringer's written approval) or paid by them in satisfaction of a judgment in
any such action, suit, or proceeding. The foregoing provision shall not be
applicable to any person if the loss, cost, liability, or expense is due to such
person's gross negligence or willful misconduct.
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3.4 Self Interest. A member of the Administrative Committee who is
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also a Participant shall not vote on any question relating specifically to
himself. The CEO shall not exercise any discretionary authority under the Plan
on any question relating specifically to himself.
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Article IV. Participation
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4.1 Participation. Participants in the Plan shall be selected by the
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CEO or the Board from senior executives of Boehringer. Selections will be based
upon the CEO's or the Board's determination of the past, present, and expected
future contributions by executives to the long-term performance and growth of
Boehringer. Executives selected by the CEO or the Board must accept
participation in the Plan by written notice to the Administrative Committee. As
a condition of participation in the Plan, candidates for participation shall be
required to execute such other documents and agreements and to agree to such
other conditions as the Administrative Committee may impose.
4.2 Other Retirement Income.
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(a) Executives who agree to participate also agree to submit a complete
description of their Other Retirement Income, as defined in this
Plan, at the time they accept participation and to update the
description of Other Retirement Income at the beginning of each
Fiscal Year. Foreign source income includable in Other Retirement
Income will be translated into United States dollars using the rate
of exchange accepted by the Internal Revenue Service for the
preceding tax year. Upon Boehringer's written request, the
Participant agrees to submit the last full year tax return filed
with the Internal Revenue Service to the outside auditor of
Boehringer's choice, in order to verify the Other Retirement Income
reported by the Participant.
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(b) A Participant who has received or receives a distribution in any form
(including a lump sum payment) under a non-Boehringer retirement plan will
report that amount as Other Retirement Income.
(c) The final determination of the exact amount of Other Retirement Income
shall be made by the Administrative Committee and shall be binding upon all
Participants.
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Article V Benefits
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5.1 Retirement Benefits.
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(a) A Participant who attains his Normal Retirement Date while employed by
Boehringer shall be eligible to receive Supplemental Retirement Benefits
under the Plan. The Supplemental Retirement Benefits will begin as soon as
practical following the date of the Participant's Normal Retirement. A
Participant's Supplemental Retirement Benefit will be an annual amount,
payable for the Participant's lifetime, equal to--
(1) 60 percent of the Participant's Final Average Boehringer Income,
reduced by
(2) the sum of the Participant's Other Retirement Income, the benefit
payable to the Participant under the RIP Plan and any benefit payable
to the Participant under any defined benefit retirement arrangement
maintained by Corange or by any non-United States based affiliate of
Corange.
(b) A Participant who attains his Early Retirement Date while employed by
Boehringer and retires before his Normal Retirement Date shall be eligible to
receive Supplemental Early Retirement Benefits under the Plan. The Supplemental
Early Retirement Benefits will begin as soon as practical following the
Participant's Early Retirement. Except as adjusted below, a Participant's
Supplemental Early Retirement Benefits will be an annual
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amount computed in the same manner as Supplemental Retirement Benefits
under subsection (a). The following calculations shall be applied in
determining the Supplemental Early Retirement Benefit:
(i) The amount determined in section 5.1(a)(1) (before the
application of the offset in section 5.1(a)(2)) shall be reduced
to reflect the early commencement of the Benefit. The reduction
for early commencement shall be .25 percent for each of the first
60 months (if any), that commencement of the Supplemental Early
Retirement Benefits precedes the Participant's Normal Retirement
Date.
(ii) Additionally, if the Participant has completed fewer than ten
complete years of service with Boehringer, his Supplemental Early
Retirement Benefit (after reduction for early commencement) will
be further reduced. The reduction shall be .41667 percent for
each whole or fractional month that the Participant's years of
service are less than ten years. This service reduction (in
addition to the early commencement reduction) shall be applied to
the amount determined under section 5.1(a)(1) before the
application of the offset in section 5.1(a)(2), but after the
application of the reduction in paragraph(i).
(c) A Participant who incurs a Disability while employed by Boehringer
shall be eligible to receive Supplemental Disability Retirement
Benefits under the Plan if the Participant completed five
years of service with Boehringer or
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attained age 60 prior to the Participant's Disability Retirement Date.
If a Participant is not enrolled in the Long-Term Disability Plan, the
Participant shall receive no Supplemental Disability Retirement
Benefits under this Plan. The Supplemental Disability Retirement
Benefits will begin as soon as practical following the Participant's
Disability Retirement Date. A Participant's Supplemental Disability
Retirement Benefit will be an annual amount, payable for the
Participant's lifetime, equal to-
(1) 60 percent of the Participant's Final Average Boehringer Income,
reduced by
(2) the sum of-
(A) the amount the Participant would be eligible to receive under the
Long-Term Disability Plan (assuming the Participant selected the
highest level of coverage available under such Plan), plus
(B) the sum of the Participant's Other Retirement Income and the
benefit payable to the Participant under the RIP Plan.
The Participant's Supplemental Disability Retirement Benefit will not be
reduced to reflect commencement thereof before the Participant's Normal
Retirement Date or the Participant's failure to complete five years of
service with Boehringer. If a Participant recovers from a Disability, his
Supplemental Disability Retirement Benefits shall cease. Upon his
subsequent Retirement or other termination of employment, he shall receive
a benefit pursuant to the remaining provisions of this Plan, to the extent
that he has satisfied the Plan requirements for such Benefits.
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5.2 Death Benefits.
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(a) The Surviving Spouse of a Participant will be eligible to receive a
death benefit under this section 5.2(a) if the Participant dies while
employed by Boehringer and prior to the commencement of benefits under
section 5.1, but after either (1) completing five years of service with
Boehringer or (2) attaining age 60. The amount of such benefit will be
an annual amount equal to 50 percent of the annual amount of
Supplemental Retirement Benefits which would have been payable to the
Participant, based on his Boehringer Income at his death, if the
Participant had retired on his Normal Retirement Date and been entitled
to receive benefits under section 5.1(a). Such payments will begin in
the first day of the month next following the date of the Participant's
death.
(b) The Surviving Spouse of a Participant will be eligible to receive a
death benefit under this section 5.2(b) if the Participant dies after
the commencement of Benefits under section 5.1 or 5.3. The amount of
such benefit will be an annual amount equal to 50 percent of the annual
amount of the Benefits payable to the Participant during his lifetime;
provided, however, that for purposes of determining the amount of death
benefit payable, the Benefits payable during the Participant's lifetime
shall be recalculated by excluding from Other Retirement Income any
primary Social Security benefit payable to the Surviving Spouse by
reason of the Participant's death and by including any payments to the
Surviving Spouse under the
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Long-Term Disability Plan. Such payments will begin of the first day
of the month next following the date of the Participant's death.
(c) The Surviving Spouse of a Participant will be eligible to receive a
death benefit under this section 5.2(c) if the Participant dies after
termination of employment with Boehringer and prior to the
commencement of Supplemental Deferred Vested Benefits under Section
5.3, but after completing ten years of service with Boehringer. The
amount of such benefit will be an annual amount equal to 50 percent of
the annual amount of Supplemental Deferred Vested Benefits which would
have been payable to the Participant under section 5.3 on the first
day of the month next following the Participant's sixty-fifth
birthday. Such payments will begin on the first day of the month next
following the date the Participant would have attained his sixty-fifth
birthday.
(d) Payments under this section shall be continued to the Surviving Spouse
until the Surviving Spouse's death.
5.3 Supplemental Deferred Vested Benefits. A Participant whose Employment
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with Boehringer is terminated after completing ten years of service with
Boehringer but before becoming eligible for Supplemental Retirement Benefits or
Supplemental Early Retirement Benefit shall be eligible to receive Supplemental
Deferred Vested Benefits under the Plan. The Supplemental Deferred Vested
Benefits will begin on the first day of the month coincident with or next
following the Participant's sixty-fifth birthday. A
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Participant's Supplemental Deferred Vested Benefits will be an annual amount
computed in the same manner as Supplemental Retirement Benefits under section
5.1(a), based on his Final Average Boehringer Income at his termination of
employment and his projected age 65 Other Retirement Income and benefit under
the RIP Plan.
5.4 Commencement of Payments.
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(a) Except as otherwise specified in this section 5.4, benefits payable
under sections 5.1, 5.2, and 5.3 will commence on the dates specified
therein.
(b) A Participant eligible for a benefit under 5.3 or a Surviving Spouse
eligible for a benefit under section 5.2(c) may request earlier
commencement of such benefit. The Administrative Committee may allow
Benefits payable with respect to the Participant or survivors spouse
to commence at any time after the Participant attains (or would have
attained) age 55.
(c) The Administrative Committee may grant early commencement of benefits
upon the written petition of the Participant or, if the Participant is
deceased, the Participant's Surviving Spouse. The approval or denial
of such petition shall be in the sole discretion of the Administrative
Committee. However, such petition may not be approved unless the
Participant, or Surviving Spouse, can demonstrate either (1) proof of
financial need, (2) that such payment is in the best interest of
Boehringer, or (3) that such payment will not result in a significant
financial detriment to Boehringer. If benefits commence early under
this section, they shall be reduced to reflect the early commencement
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thereof and shall be the Actuarial Equivalent of the Benefits
otherwise payable under the Plan.
5.5 Form of Payments.
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(a) Benefit payments under the Plan shall normally be made for the
life of the Participant and his Surviving Spouse, as described
elsewhere in this Article V. However, upon the written petition of
the Participant (or the Participant's Surviving Spouse if the
Participant is dead), the Administrative Committee may provide for
all or any part of the benefits payable with respect to a
Participant to be made in a single lump sum payment. The approval
or denial of such petition shall be in the sole discretion of the
Administrative Committee; provided, however, such petition may not
be approved unless the Participant (or Surviving Spouse) can
demonstrate either (1) proof of financial need, (2) that such
payment is in the best interest of Boehringer, or (3) that such
payment will not result in a significant financial detriment to
Boehringer. A Participant who requests a lump sum payment as a
condition of the Administrative Committee's approval, shall
execute such other documents and agreements as are consistent with
the terms of this Plan as the Administrative Committee may impose.
(b) Lump sum payments under this section shall be the Actuarial
Equivalent of the Benefits payable with respect to the
Participant.
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5.6 Calculation of Offsets and Acutarial Equivalence.
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(a) The Administrative Committee is authorized to interpret the terms of the
Plan and calculate all Benefits payable under the Plan. Such
interpretations shall comply with the rules contained in this section.
Such calculations shall be made by, or with the guidance of, the
Independent Actuary.
(b) The offset under this Plan for a married Participant's Other Retirement
Income and under the RIP Plan shall be calculated as a 50 percent joint
and survivor annuity (with the Participant's Surviving Spouse as the
contingent annuitant) beginning at the later of (1) the Participant's
Retirement Date or (2) the earliest date that the Other Retirement
Income or RIP payments are available. The offset under this Plan for an
unmarried Participant's Other Retirement Income and under the RIP Plan
shall be calculated as a single life annuity beginning on the later of
(A) the Participant's Retirement Date or (B) the earliest that the Other
Retirement Income or RIP Plan payments are available. Such annuities
shall be the Actuarial Equivalent of the amount of Other Retirement
Income or the amount under the RIP Plan actually payable (or paid) to
the Participant.
(c) If a Participant (or his Surviving Spouse) is receiving payments under
this Plan in a lump sum-
(1) If the Participant's Other Retirement Income or benefit under the
RIP Plan is either maintained in an individually-maintained
account or is paid as a lump sum, then the offset for the Other
Retirement Income
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or the benefit under the RIP Plan (as applicable) shall be determined
on the basis of such account balance or lump sum as of the Retirement
Date.
(2) If the Participant's Other Retirement Income is maintained under a
defined benefit plan, then the offset for the Other Retirement Income
shall be determined as of the date payment of the lump sum under this
Plan is payable.
(d) If the payment of Other Retirement Income begins before the payment of
Benefits under this Plan, the offset for the Other Retirement Income shall
be based on the sum of (A) the amount of such Other Retirement Income
payments made when Benefits are payable under this Plan, and (B) the
annuity equivalent of all payments made before Benefits are payable under
this Plan, plus interest thereon. For purposes of this subsection (d),
interest on any payments of Other Retirement Income shall be based on 120
percent of the interest rate used, by the Pension Benefit Guaranty
Corporation, for valuing immediate annuities upon termination of defined
benefit plans. The interest rate used shall be based on such PBGC rates as
in effect on the first day of each Plan Year for the period between payment
of the Other Retirement Income and the commencement of Benefits under this
Plan.
(e) For purposes of applying this section 5.6--
(1) If a benefit under this Plan is payable as a lump sum, a Participant's
primary Social Security benefit will be based on the law in effect on
his
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Retirement Date and will be determined on the assumption that the
maximum Social Security benefits will increase at an annual rate equal
to the Assumed Interest Rate in effect at the date on which payment of
a Participant's Benefits commence, minus 200 basis points.
(2) If a benefit under this Plan is payable as an annuity beginning before
a Participant's sixty-second birthday, the Participant's primary
Social Security benefit will equal the maximum primary Social Security
benefit based on the law in effect on the later of the Participant's
Retirement Date or the Participant's sixty-second birthday.
(f) In calculating Disability retirement benefits under section 5.3, the Social
Security benefit used under paragraph (3) will be based on the actual
Social Security disability award to the Participant.
(g) The offset under this Plan for benefits under any defined benefit
retirement arrangement maintained by Corange or any of its non-United
States based affiliates shall be calculated by the Administrative
Committee, in its sole discretion, consistent with Section 5.6(b) above.
(h) For purposes of Section 5.1(c) and Section 5.2(b), the offsets for amounts
payable under the Long-Term Disability Plan shall only be effected for the
calendar months in which amounts are actually payable under the Long-Term
Disability Plan.
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5.7 Reductions for Certain Surviving Spouses. If a Surviving Spouse is
----------------------------------------
entitled to Benefits under this Article V, and if the Surviving Spouse is more
than ten years younger than the Participant, the amount otherwise payable to the
Surviving Spouse hereunder shall be reduced to reflect the actuarial value of
such age difference. The Surviving Spouse's benefit shall be reduced so that it
is the Actuarial Equivalent of the benefit payable to a Surviving Spouse who is
ten years younger than the Participant.
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Article VI. Other Terminations of Employment
--------------------------------------------
6.1 Termination Before Five Years of Service. If a Participant's
----------------------------------------
Employment with Boehringer terminates for any reason other than Retirement,
death or Disability before the Participant completes ten years of service with
Boehringer, the Participant (and his Surviving Spouse) will not be entitled to
any benefits under the Plan. If a Participant's Employment with Boehringer
terminates due to death or Disability, and before the Participant completes five
years of service with Boehringer or attains age 60, the Participant (and his
Surviving Spouse) will not be entitled to any benefits under the Plan.
6.2 Termination for Cause. Notwithstanding anything to the contrary
---------------------
contained elsewhere in this Plan, any Participant whose employment is terminated
under circumstances that constitute Termination for Cause will not be entitled
to any benefits under the Plan. This provision shall apply without regard to
the Participant's age or years of Boehringer service at the time of such
termination.
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Article VII. Noncompetition
----------------------------
7.1 Noncompetition. The Participant's right to receive Benefits provided
--------------
in this Plan and to have any Benefits paid to his Surviving Spouse under this
Plan are further conditioned upon the following terms and conditions:
(a) The Participant will not act, directly or indirectly, as a
stockholder, officer, director, employee, agent, sole proprietor,
partner, or consultant of, or otherwise participate in, any enterprise
or organization which is competitive with the then present business of
Boehringer, as it is now being conducted or may be conducted during
the payment of Benefits under the Plan. This does not include a
financial interest in widely held corporations which are quoted and
sold on the open market, unless (1) the amount held is in excess of 10
percent of the outstanding stock of that corporation, or (2) the stock
has a value representing more than 100 percent of the individual's
personal net worth.
(b) The Participant will not knowingly participate, directly or
indirectly, in the employment, solicitation for employment, or advice
or recommendation to any person or business entity that he or it
employ, or solicit for employment, any individual now or hereafter
employed in other than an hourly-paid capacity by Boehringer,
including any dealer, distributor, or independent contractor acting as
an agent of Boehringer with respect to the sale or distribution of
-27-
products sold by Boehringer, without the prior express written consent of
Boehringer.
(c) The Participant will not solicit, contact, or communicate with any
physician, scientist, or other person who is or has been involved in the
development of Boehringer's products during the Participant's employment
with Boehringer concerning the development of products reasonably related
to the present business of Boehringer, as it is now being conducted or may
be conducted during the payment of Benefits under the Plan without the
express prior written consent of Boehringer.
(d) The Participant will treat as confidential and will not, without prior
written authorization from Boehringer, directly or indirectly disclose to
any person, firm, association, or corporation, or use for Participant's own
benefit, any financial statements, information, plans, products, data,
results of tests or surveys, customer or supplier lists,or any other trade
secrets or confidential material or information regarding Boehringer,
including any and all information and instructions, technical or otherwise,
obtained, compiled, prepared, issued, or communicated for the use of
Boehringer, or any information concerning the present or future products,
processes or methods of operation of Boehringer, or information concerning
improvements or inventions or know-how relating to the same or any part
thereof, it being the intent of Boehringer to resist Participant from
dissemination or using for
-28-
Participant's own benefit any information belonging directly or
indirectly to Boehringer, or agents which is not readily available to
the general public.
(e) The Participant agrees to return to Boehringer all data, drawings,
prints, and other written information (including all copies thereof)
in the Participant's possession or under the Participant's control
which were prepared by or for the Participant or furnished
Participant to Boehringer or its subsidiaries, affiliates, employees,
agents, or consultants during the term of the Participant's
employment by Boehringer prior to termination.
(f) The Participant will not, directly or indirectly, taken any action
which could or would interfere with, damage, or destroy the goodwill
and reputation of Boehringer or any of its directors, officers,
employees, operations, or products.
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Article VIII. Miscellaneous
---------------------------
8.1 Amendment and Termination. The CEO or the Board may at any time
-------------------------
terminate or amend the Plan in any respect. However, a termination or amendment
of the Plan shall not, without the written consent of the Participant reduce the
amount payable with respect to the Participant, based on-
(a) the Participant's Boehringer Income at the time the amendment is
adopted,
(b) the Plan provisions in effect at the time the amendment is adopted,
and
(c) the value of offsets for Other Retirement Income as determined when
Benefit payments under this Plan commence.
8.2 Funding.
-------
(a) All benefits paid under the Plan shall be paid from the general
assets of Boehringer, except to the extent paid from any "grantor
trust" (under sections 671 through 677 of the Code) maintained by
Boehringer in connection with the Plan. Said trust is subject to the
claims of creditors of Boehringer in the event of its insolvency.
This Plan shall not be interpreted to provide any Participant or
Surviving Spouse with any secured interest or right to any assets of
Boehringer, and no Participant or Surviving Spouse shall acquire any
interest greater than that of an unsecured creditor.
(b) Boehringer shall make contributions to the trust no less often than
twice per year. The Administrative Committee shall ensure that
contributions are
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calculated using the guidance and methodology of Financial
Accounting Standards Board statement No.87. The first contribution
required hereunder each year, to be made no later than July 1 of
such year, shall fund the annual cost for Participants on June 30
of such year. The second contribution required hereunder will be
made no later than December 31 of each year. The second
contribution shall fund the annual cost for individuals who become
Participants in this Plan between July 1 and December 31 of such
year. Boehringer may, in its sole discretion, make additional
contributions to the trust to fund benefits accrued under this
Plan.
8.3 Tax Liability. Boehringer may withhold, or direct the withholding
-------------
of, from any payment of Benefits hereunder any taxes required to
be withheld and such sum as Boehringer may reasonably estimate to
be necessary to cover any taxes for which Boehringer may be liable
and which may be assessed with regard to such payment.
8.4 Assignment. The Participant may not assign, pledge, or otherwise
----------
transfer or encumber any of Participant's Benefits except as
permitted by agreement of the CEO or the Board.
8.5 Successors. The Plan and the rights and obligations of Boehringer
----------
hereunder shall be binding upon, and inure to the benefits of the
Participants and their Surviving Spouse only, and the successors
and assigns of Boehringer.
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8.6 Severability. In the event that any one or more of the provisions
------------
of this Plan shall be held to be invalid, illegal, or unenforceable, the
validity, legality, or enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
8.7 Nonuniform Determinations. The determinations of the CEO, the
-------------------------
Board, or the Administrative Committee under the Plan need not be uniform and
may be made selectively among Participants who receive, or are eligible to
receive, Benefits under the Plan, whether or not such participants are similarly
situated. Such determinations, however, may not result in payment to a
Participant of an amount that is less than the amount that is otherwise provided
for under the terms of this Plan. The Administrative Committee may, with the
approval of the CEO or the Board, waive the application of specific provisions
of the Plan for individual Participants. Such waivers may not adversely affect
the Participant, and can be granted only if the waiver will not have a material
adverse economic or competitive impact on the Plan or Boehringer.
8.8 Separation From Other Plans. Except as otherwise required by law,
---------------------------
no Benefits under the Plan shall be taken into account in determining any
benefit under any other pension, retirement, thrift, profit sharing, 401(k),
group insurance, or other benefit plan maintained or hereafter established by
Boehringer.
8.9 Effective Date. This plan, as initially adopted, was effective
--------------
January 1, 1991. The Plan as restated shall be effective January 1, 1993.
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***************
IN WITNESS WHEREOF, BOEHRINGER MANNHEIM U.S. HOLDINGS, INC. has caused this
instrument to be executed by its duly authorized officers on this _____ day of
_______________, 1993, effective as of the 1st day of January 1993.
BOEHRINGER MANNHEIM
U.S. HOLDINGS, INC.
ATTEST:
By ____________________________
By ________________________________
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EXHIBIT A
Boehringer Mannheim U.S. Holdings, Inc.
Supplemental Retirement Plan (Plan No.2)
Election Form
The undersigned, an employee of Boehringer Mannheim U.S. Holdings, Inc.
(including its subsidiaries and affiliates), having been selected by the CEO or
Board of Directors of Boehringer Mannheim U.S. Holdings, Inc. to participate in
the Boehringer Mannheim Holdings, Inc. Supplemental Retirement Plan (Plan No. 2)
does hereby acknowledge having read the Supplemental Retirement Plan, prior to
executing this Election Form, understanding the same and in consideration of
becoming a Participant under the Plan, agrees to be the terms and conditions of
the Plan in all respect.
IN WITNESS WHEREOF, I have executed this Election Form to the Boehringer
Mannheim U.S. Holdings, Inc. Supplemental Retirement Plan (Plan No. 2),
effective ____________________.
WITNESS: PARTICIPANT
_________________________ ______________________________
Signature
______________________________
Printed or Typed Name
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