Exhibit 10(q)
THE GILLETTE COMPANY
SUPPLEMENTAL RETIREMENT PLAN
(As Amended and Restated June 16, 1994)
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1. Purpose. The Gillette Company Supplemental Retirement Plan (the "Plan") has
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been adopted by The Gillette Company (the "Company") to provide additional
benefits to certain employees of the Company and its Participating
Subsidiaries whose benefits under The Gillette Company Retirement Plan (the
"Retirement Plan") have been limited by the provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), in order to provide that the
total benefits payable under this Plan and the Retirement Plan shall be
approximately equal to the amount of benefits which would have accrued under
the Retirement Plan for such employees had such limitations imposed by the
Code not been in effect.
The Plan is intended to constitute an "excess benefit plan" within the
meaning of Section 3(36) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), and an unfunded plan of deferred compensation
described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and in
Sections 3121(v)(2) and 3306(r)(2) of the Code.
2. Participants. The Participants in this Plan shall be those employees of the
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Company and Participating Subsidiaries who are participating in the
Retirement Plan and (i) whose pension benefits under the Retirement Plan are
limited by reason of Section 415 of the Code, or (ii) who are determined by
the Committee to be management or highly compensated employees and whose
pension benefits or Compensation taken into account under the Retirement Plan
are limited by reason of another provision of the Code.
3. Amount of Benefits. The benefit accrued to each Participant in this Plan, as
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determined at any time, shall be an amount equal to the difference between
the amount of monthly pension benefit payable to the Participant under the
Retirement Plan and the amount of monthly pension benefit which would have
been payable to the Participant under the Retirement Plan but for the
limitation on pension benefits and/or Compensation taken into account under
the Retirement Plan by reason of a provision of the Code. For the purposes of
this determination, the rules contained in the Retirement Plan at the
relevant time governing the accrual and vesting of pension benefits and the
timing and forms of payment of such benefits shall apply.
4. Payment of Benefits. The Company shall pay the benefit accrued to each
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Participant in this Plan at the same time or times and in the same manner as
the Participant's pension benefit under the Retirement Plan is paid. Such
payment shall continue for the life of the Participant and, if a joint
annuity form of payment is elected by the Participant under the Retirement
Plan, the life of the designated joint annuitant, but
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in no event beyond the time at which the pension benefit payable under the
Retirement Plan is no longer limited by reason of a provision of the Code.
In the event of the death of the Participant prior to commencement of pension
benefits under the Retirement Plan and this Plan, the Company shall pay to
the surviving spouse of the Participant, if any, a benefit for the life of
the surviving spouse equal to the difference between the amount of monthly
Pre-Retirement Survivor Benefit payable to the spouse under the Retirement
Plan and the amount of monthly Pre-Retirement Survivor Benefit which would
have been payable to the spouse under the Retirement Plan but for the
limitation on the Participant's pension benefits and/or Compensation taken
into account under the Retirement Plan by reason of a provision of the Code.
Anything contained in the foregoing to the contrary notwithstanding, in the
event that the Participant's pension benefit under the Retirement Plan
becomes subject to a "qualified domestic relations order" as defined in
Section 414(p) of the Code, the Committee shall have the sole and exclusive
discretionary power to determine the person or persons to whom, and the
amount and time or times at which, the Company shall pay benefits under this
Plan.
All payments under the Plan shall be subject to any required withholding of
Federal, state and local taxes.
5. Separate Accounts. The Company shall maintain on its books separate accounts
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for each Participant entitled to benefits under this Plan, to which shall be
credited annually such amounts as may be necessary or desirable to provide
the accrued benefits on an actuarial basis (utilizing such assumptions and
method as determined by the Committee), and which shall be debited for the
monthly benefit payments made under the Plan to or on account of the
Participant.
6. Source of Payments. All amounts payable under the Plan shall be paid by the
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Company and Participating Subsidiaries from their general assets.
Notwithstanding the maintenance of separate accounts on its books as
described in Section 5 above, no Participant or any other person shall have
any right to or interest in any assets of the Company or any Participating
Subsidiary other than as an unsecured general creditor, and no separate fund
shall be established in which any Participant or other person has any right
or interest. The foregoing shall not prevent the Company or any Subsidiary
from establishing a fund from which to satisfy its payment obligations under
the Plan.
7. Plan Amendment and Termination. The Plan may be amended or terminated by the
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Company at any time and in any manner prior to an Approved or Unapproved
Change in Control of the Company, provided that no amendment or termination
shall adversely affect the rights and benefits of Participants with respect
to compensation deferred or benefits accrued pursuant to the Plan prior to
such action. After an Approved or Unapproved Change in Control of the
Company: (1) no amendment
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shall be made which adversely affects the rights and benefits of
Participants with respect to compensation deferred or benefits accrued
pursuant to the Plan prior to such amendment; and (2) no amendment may be
made with respect to any provision of the Plan which becomes operative upon
an Approved or Unapproved Change in Control.
8. No Right of Employment. The adoption and operation of this Plan shall not
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create in any Participant a right of continued employment with the Company
or any Subsidiary.
9. Administration. The Plan shall be administered by the Retirement Plan
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Committee appointed by the Board of Directors of the Company (the
"Committee"), which shall have the discretionary power and authority to
construe and interpret the provisions of the Plan, to determine the
eligibility of employees to participate in the Plan and the amount and
timing of payment of any benefits due under the Plan, and to determine all
other matters in carrying out the intended purposes of the Plan. In
administering this Plan, including but not limited to considering appeals
from the denial of claims for benefits and issuing decisions thereon, rules
and procedures substantially similar to those set forth in the Retirement
Plan shall govern.
10. No Assignment of Interest. The interest of any Participant under the Plan
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may not be assigned, alienated, encumbered or otherwise transferred, and
shall not be subject to attachment, garnishment, execution or levy; and any
attempted assignment, alienation, encumbrance, transfer, attachment,
garnishment, execution or levy shall be void and of no force or effect.
11. Construction of Terms. Except as expressly provided in this Plan to the
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contrary, capitalized terms referenced herein shall have the same meanings
as are applied to such terms in the Retirement Plan as in effect from time
to time.
THE GILLETTE COMPANY
Date: July 25, 1994 By: /s/
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Title: S.V.P - Personnel & Admin.