IMPAX LABORATORIES, INC.
EXECUTIVE NON-QUALIFIED DEFERRED COMPENSATION PLAN
Effective August 15, 2002
IMPAX LABORATORIES, INC.
EXECUTIVE NON-QUALIFIED DEFERRED COMPENSATION PLAN
IMPAX LABORATORIES, INC. currently maintains the Impax Laboratories,
Inc. 401(k) Plan, a tax qualified retirement plan which allows for the deferral
of compensation for retirement purposes and which complies with Section 401(k)
of the Internal Revenue Code of 1986 ("Code");
IMPAX LABORATORIES, INC. now intends to establish a non-qualified
deferred compensation plan for a limited group of executives which allows them
to defer additional compensation and supplement retirement savings under the
Impax Laboratories, Inc. 401(k) Plan; and
NOW, THEREFORE, to effectuate its intentions, the Employer hereby
establishes the Impax Laboratories, Inc., Executive Non-qualified Deferred
Compensation Plan effective as of the 15th day of August, 2002.
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IMPAX LABORATORIES, INC.
EXECUTIVE NON-QUALIFIED DEFERRED COMPENSATION PLAN
Table of Contents
ARTICLE I DEFINITIONS...................................................1
ARTICLE II PARTICIPATION IN THE PLAN.....................................4
ARTICLE III CONTRIBUTIONS.................................................5
ARTICLE IV PARTICIPANT ACCOUNTS..........................................7
ARTICLE V BENEFITS......................................................8
ARTICLE VI ADMINISTRATION...............................................10
ARTICLE VII CLAIMS PROCEDURE.............................................13
ARTICLE VIII AMENDMENT AND TERMINATION....................................15
ARTICLE IX MISCELLANEOUS................................................16
ARTICLE I
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DEFINITIONS
1.1 Account means a recordkeeping of the balance of Plan benefits
attributable to a Participant.
1.2 Administrator means the individual or committee appointed to administer
this Plan pursuant to Article VI. In the absence of such appointment,
the Employer shall be the Administrator.
1.3 Base Pay means an Eligible Employee's annualized base compensation. For
purposes of this definition, base compensation shall include amounts
which are deferred under the Impax 401(k) Plan.
1.4 Beneficiary means the person, persons, trust or other entity that a
Participant designates to receive payments in the event of his/her
death by a written revocable designation filed with the Administrator.
1.5 Board means the Board of Directors of Impax Laboratories, Inc., a
Delaware Corporation.
1.6 Bonus means any cash remuneration paid to an Eligible Employee as a
specific incentive award pursuant to any incentive plan or arrangement
adopted by the Board, including any amount which would have been paid
but for the Participant's election to make a contribution therefrom to
this Plan or the Impax 401(k) Plan.
1.7 Change in Control means the occurrence of any of the following:
(a) A sale of all or substantially all of the business or assets
of the Employer, or any subsidiary or division thereof
employing the Participant; or
(b) (1) any person, including a "group" as such term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934,
becomes (other than as a result of a purchase from the
Employer) the beneficial owner of shares of the Company having
20% or more of the total number of votes that may be cast for
the election of directors of the Employer (excluding shares of
the Employer owned by such person prior to the date of this
Agreement), and such beneficial ownership continues for five
consecutive days or (2) within a period of two consecutive
years, as the result of, or in connection with, any cash
tender or exchange offer (other than by the Employer), merger
or other business combination, sale of assets or contested
election or any combination of the foregoing transactions, the
persons who were directors of the Employer prior to such event
shall cease for any reason to constitute at least a majority
of the Board of the Employer or any successor.
1.8 Code means the Internal Revenue Code of 1986, as amended, and the same
as may be further amended from time to time.
1.9 Deferral Agreement means a written agreement between a Participant and
the Employer under which a Participant agrees to defer a portion of
his/her Base Pay, Bonus and/or 401(k) Plan refunds.
1.10 Deferral Contribution means a Participant's elective contribution
described in Article III.
1.11 Disability means an illness or injury which completely prevents a
Participant from performing the Participant's occupation or which
otherwise entitles the Participant to receive long-term disability
benefits under a plan or program for such benefits sponsored by the
Employer. Disability shall be determined in a uniform manner by the
Administrator.
1.12 Effective Date means August 15, 2002
1.13 Eligible Employee means any executive-level employee of the Employer,
as designated by the Board.
1.14 Employer means Impax Laboratories, Inc., and any successor thereto, and
any affiliated company which is a Participant of a controlled group of
corporations within the meaning of Section 1563(a) of the Code with
Impax Laboratories, Inc. and which adopts this Plan with consent of the
Board.
1.15 Enrollment Period means the period from December 1st through December
31st occurring prior to the first day of a Plan Year.
1.16 Impax 401(k) Plan means the Impax Laboratories, Inc. 401(k) Plan, a
tax-qualified retirement plan maintained pursuant to Section 401(k) of
the Code.
1.17 Initial Enrollment Period shall mean the thirty (30) day period
following an individual's designation as an Eligible Employee.
1.18 Investment Fund(s) means the investment option(s) designated by the
Employer from time to time which serve as a means to measure value
increases or decreases with respect to a Participant's Accounts.
1.19 Participant means any Eligible Employee who has elected to participate
in the Plan pursuant to Article II.
1.20 Plan means the Impax Laboratories Executive Non-qualified Deferred
Compensation Plan.
1.21 Plan Year means the twelve (12) consecutive month period beginning on
each January 1st and ending on the following December 31st. The Plan
Year which begins on September 1, 2002 shall end on December 31, 2002.
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1.22 Retirement means any severance from service by a Participant for any
reason other than death or Disability after: (a) attaining age 65; or
(b) attaining age 55 provided that the Participant has five (5) Years
of Service.
1.23 Year of Service means each period of twelve consecutive months
beginning on the Employee's first day of employment and each
anniversary thereof in which the Employee is an Eligible Employee.
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ARTICLE II
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PARTICIPATION IN THE PLAN
2.1 Commencement of Participation. Each Eligible Employee shall become
eligible to participate in the Plan on the Effective Date provided that
such Eligible Employee has satisfied the requirements of Section 2.2.
Any individual who becomes an Eligible Employee after the Effective
Date shall become a Participant as of the first day of any January,
April, July or October immediately following his/her satisfaction of
the requirements of Section 2.2.
2.2 Procedure For and Effect of Admission. Each Eligible Employee who
desires to participate in this Plan shall complete such forms and
provide such data as is reasonably required by the Employer during
his/her Initial Enrollment Period or any subsequent Enrollment Period.
By becoming a Participant, an Eligible Employee shall be deemed to have
consented to the provisions of this Plan and all amendments hereto.
2.3 Cessation of Partnership. A Participant shall cease to be an active
Participant on the earlier of:
(a) the date on which the Plan terminates, or
(b) the date on which he/she ceases to be an Eligible Employee.
A former active Participant will be considered a Participant for all
purposes, except with respect to the right to make contributions,
provided that he/she retains an Account.
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ARTICLE III
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CONTRIBUTIONS
3.1 Deferral of Base Pay and Bonuses. Each Participant may authorize the
Employer to reduce: (i) his/her Base Pay with respect to a Plan Year;
and/or (ii) his/her Bonus with respect to a Plan Year; provided,
however, that the total amount deferred under this Section will not
exceed ten percent (10%) of a Participant's combined Base Pay and Bonus
payable with respect to such Plan Year. The Participant must complete
and file a Deferral Agreement with the Administrator during the
Enrollment Period which precedes the Plan Year in which the Base Pay or
Bonus would have been be paid. With respect to the Participant's
Initial Enrollment Period, the Deferral Agreement shall apply to Base
Pay and Bonus payable in the remainder of the Plan Year which contains
the Initial Enrollment Period. A deferral shall be made from either
Base Pay or Bonus as the Participant shall specify, however, to the
extent the deferral is to be made from Bonus and if no Bonus, or an
insufficient Bonus, is payable, the deferral shall be reduced. The
Deferral Agreement shall state the amount to be deferred as a
percentage of the Participant's Base Pay or Bonus.
3.2 Deferral of 401(k) Plan Refund. In addition to deferrals under Section
3.1, each Participant may authorize the Employer to credit his/her
Account with any excess deferrals which are to be returned to the
Participant from the Impax 401(k) Plan due to the application of Code
Section 401(k)(3). A Participant must complete and file a Deferral
Agreement with the Administrator during the Enrollment Period which
proceeds the first day of the Plan Year of the 401(k) Plan with respect
to which such excess deferrals relate. If a Participant elects to
allocate excess deferrals to this Plan, such election shall apply to
100% of the Participant's excess deferral.
3.3 Rules Governing Deferral Contributions.
(a) Each election to defer is irrevocable during the Plan Year or
other period to which it applies.
(b) The amount that a Participant elects to defer shall be
credited to the Participant's Accounts as soon as practicable,
but no later than 30 days following the date on which the
Participant is paid the non-deferred portion of the
compensation which is the source of the deferral. (In the case
of a Participant electing to defer his/her Bonus and/or 401(k)
Plan refund, the amount shall be credited to the Participant's
Account no later than 30 days following the date on which the
Bonus or 401(k) Plan refund would have been paid to the
Participant had he/she not elected to defer such amount.)
3.4 Matching Contributions. The Employer shall make a contribution for each
Participant which shall equal fifty percent (50%) of the Participant's
Deferred Contribution made from his/her Base Pay and Bonus; provided,
however, that in no event shall the total Matching Contribution exceed
five percent (5%) of the Participant's combined Base Pay and Bonus. The
above notwithstanding, the Employer, by action of its Board, may reduce
the level of matching contribution or eliminate the Matching
Contribution at any time at its discretion.
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3.5 Vesting. Benefits derived from Deferral Contributions are not subject
to forfeiture for any reason. Benefits derived from Matching
Contribution shall vest in accordance with the following schedule. The
above notwithstanding benefit shall not be forfeited as a result of the
Participant's separation from employment due to death, disability,
termination of the Plan or Change in Control.
Years of Service Vesting Percentage
---------------- ------------------
Less than 1......................................... 0%
1 but less than 2................................... 20%
2 but less than 3................................... 40%
3 but less than 4................................... 60%
4 but less than 5................................... 80%
5 or more........................................... 100%
The above notwithstanding, benefit derived from matching contributions
shall not be forfeited as a result of the Participant's separation from
employment due to death, disability, termination of the Plan or Change
in Control. In the event of any separation from employment, the Board
may, at its discretion, waive this Section 3.5 and fully vest the
Participant in his/her benefit attributable to matching contributions.
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ARTICLE IV
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PARTICIPANT ACCOUNTS
4.1 Establishment of Accounts. A separate notational Account shall be
established with respect to each Participant:
4.2 Directed Adjustment of Certain Accounts. A Participant may direct by
written instruction delivered to the Administrator that his/her
Accounts be valued as if they were invested in one or more of the
Investment Funds below. Participants may change their selection of
Investment Funds from time to time in accordance with the procedure
prescribed by the Plan Administrator. Any such change, which must be
submitted to the Plan Administrator in writing, will become effective
as soon as administratively practicable.
The portion of a Participant's Account valued by reference to the
Investment Funds shall be valued daily based upon the performance of
the Investment Fund(s) selected by the Participant. Participant's may
select from among the Investment Funds set forth in Exhibit A. Such
valuation shall reflect the net asset value expressed per share of the
designated Investment Fund(s). The fair market value of an Investment
Fund shall be determined by the Plan Administrator. A valuation summary
shall be prepared no less than quarterly. A Participant shall submit
his investment selection to the Plan Administrator in writing. If any
Participant fails to file a designation he shall be deemed to have
designated the Alliance Money Market fund.
4.3 Election Limitation. The Plan Administrator may establish uniform rules
limiting a Participant's eligibility to allocate contributions to an
Account based on health, income or such other factors the Administrator
deems appropriate.
4.4 Investment Obligation of the Employer. Benefits are payable as they
become due irrespective of any actual investments the Employer may make
to meet its obligations. Neither the Employer nor any trustee (in the
event the Employer elects to use a grantor trust to accumulate funds)
shall be obligated to purchase or maintain any asset, and any reference
to investments or Investment Funds is solely for the purpose of
computing the value of benefits. To the extent a Participant or any
person acquires a right to receive payments from the Employer under
this Plan, such right shall be no greater than the right of any
unsecured creditor of the Employer. Neither this Plan, nor any action
taken pursuant to the terms of this Plan, shall be considered to create
a fiduciary relationship between the Employer and the Plan Participants
or any other persons, or to establish a trust in which the assets are
beyond the claims of any unsecured creditor of the Employer.
Notwithstanding the foregoing, a Participant may not make contributions
to this Plan during any period for which contributions must be
suspended in accordance with regulation section
1.401(k)-1(d)(2)(iii)(B)(3) of the Code, as a condition of the
Participant's receipt of a hardship withdrawal from any plan of the
Employer which includes a qualified cash or deferred arrangement
pursuant to Section 401(k) of the Code.
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ARTICLE V
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BENEFITS
5.1 Retirement Benefits.
(a) If a Participant terminates employment for any reason,
including death, the Employer shall pay him/her a benefit in
the form determined under Subsection (h), equal to the value
of the balance credited to his/her Account. If the Participant
is deceased, the balance of his/her Account shall be paid to
his/her Beneficiary(ies).
(b) Form of Payment:
(1) If the Participant's termination of employment occurs
due to Retirement, payment of the Retirement Benefit
shall begin within 90 days of Retirement in the form
of monthly installments payable over a fixed period
of five (5), ten (10) or fifteen (15) years as
selected by the Participant pursuant to Subsection
(c).
(2) If the Participant's termination of employment occurs
due to Disability, the Retirement Benefit described
in Subsection (a) shall be paid in monthly
installments commencing as of the first day of the
first month following the Participant's termination
of employment, and continuing for a fixed period of
five (5), ten (10) or fifteen (15) years as selected
by the Participant pursuant to Subsection (c).
(3) If a Participant's termination of employment occurs
for any reason other than Retirement or Disability,
the Retirement Benefit described in Subsection (a)
shall be paid in the form of a single sum within
ninety (90) days of the Participant's attainment of
Age 65.
(4) Notwithstanding any provision to the contrary, if the
Participant's Retirement Account has a value that is
less than $20,000 at the time the Retirement Benefit
is to commence, the Participant's Retirement Benefit
may, at the discretion of the Administrator, be paid
in the form of a single sum as soon as
administratively feasible following the Participant's
termination.
(c) A Participant shall select the form in which Retirement
Benefits shall be paid prior to the initial allocation to
his/her Account. Upon mutual agreement between the Participant
and the Administrator, the Participant may change his/her
initial selection of form. Any such change of form is not
limited to the forms specified in Subsection (b) and may
include a single sum.
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5.2 Tax Withholding. The Employer shall withhold or cause to be withheld
all appropriate taxes, to the extent that a withholding obligation
exists, with respect to Deferral Contributions and/or benefit payments
under this Plan.
5.3 Loan Offset. Upon termination from employment by a Participant, the
Employer shall deduct any amount then owed by such Participant to the
Employer from such Participant's Account. The Participant shall be
responsible for any taxation resulting from the satisfaction of such
Participant's debt with his/her Plan Account.
5.4 Hardship Distribution. A Participant may request a distribution of
his/her Account prior to termination of employment if such distribution
is needed to alleviate a financial hardship. Any expenses that qualify
for hardship distributions pursuant to 26 CFR ss. 1.401(k)-1 shall be
deemed a financial hardship for purposes of this Section 5.4. Any other
expense shall be deemed a financial hardship for purpose of this
Section 5.4 if approved as such by the Administrator. The decision of
the Administrator shall be final and shall not be subject to the Claims
Review procedures set forth in Section 7.2. In the event that a
hardship distribution is approved, the Administrator will assess an
automatic penalty against the Participant's Account equal to ten
percent (10%) of the distributed amount. Additionally, the Participant
shall be prohibited from making a Deferred Contribution for a period of
one year following such distribution.
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ARTICLE VI
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ADMINISTRATION
6.1 Appointment of Administrator. The Compensation Committee of the Board
shall serve as Administrator. The Administrator (or any member of the
committee) may be removed by the Employer at any time; and any
individual may resign at any time by submitting his/her resignation in
writing to the Employer. A new Administrator (or committee member)
shall be appointed as soon as practicable in the event of a removal or
resignation. Any person so appointed shall signify his/her acceptance
by filing a written acceptance with the Employer.
6.2 Administrator's Responsibilities. The Administrator is responsible for
the day to day administration of the Plan. The Administrator may
appoint other persons or entities to perform certain of its functions.
Such appointment shall be made and accepted by the appointee in writing
and shall be effective upon the written approval of the Employer. The
Administrator and any such appointee may employ advisors and other
persons necessary or convenient to help him/her carry out his/her
duties. The Administrator shall have the right to remove any such
appointee from his/her position. Any person, group of persons or entity
may serve in more than one capacity.
6.3 Records and Accounts. The Administrator shall keep all individual and
group records relating to Participants and Beneficiaries, and all other
records necessary for the proper operation of the Plan. Such records
shall be made available to the Employer and to each Participant and
Beneficiary for examination during business hours except that a
Participant or Beneficiary shall examine only such records as pertain
exclusively to the examining Participant or Beneficiary and those
records and documents relating to all Participants generally. The
Administrator shall prepare and shall file as required by law or
regulation all reports, forms, documents and other items required by
ERISA, the Code, and every other relevant statute, each as amended, and
all regulations thereunder.
6.4 Administrator's Specific Powers and Duties. In addition to any powers,
rights and duties set forth elsewhere in the Plan, the Administrator
shall have the following powers and duties:
(a) to adopt such rules and regulations consistent with the
provisions of the Plan;
(b) to enforce the Plan in accordance with its terms and any rules
and regulations it establishes;
(c) to maintain records concerning the Plan sufficient to prepare
reports, returns and other information required by the Plan or
by law;
(d) to construe and interpret the Plan and to resolve all
questions arising under the Plan;
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(e) to direct the Employer to pay benefits under the Plan, and to
give such other directions and instructions as may be
necessary for the proper administration of the Plan;
(f) to be responsible for the preparation, filing and disclosure
on behalf of the Plan of such documents and reports as are
required by any applicable federal or state law; and
(g) to engage assistants and professional advisors.
6.5 Delegation. The Administrator may, by written majority decision,
delegate to each or any one of its number, or to its Secretary,
authority to sign any documents on its behalf, or to perform
ministerial acts, but no person to whom such authority is delegated
shall perform any act involving the exercise of any discretion without
first obtaining the concurrence of a majority of the Participants of
the committee, even though he/she alone may sign any document required
by third parties.
6.6 Construction of the Plan. The Administrator shall take such steps as
are considered necessary and appropriate to remedy any inequity that
results from incorrect information received or communicated in good
faith or as the consequence of an administrative error. The
Administrator shall have the sole and absolute discretion to interpret
the Plan and shall resolve all questions arising in the administration,
interpretation and application of the Plan. It shall endeavor to act,
whether by general rules or by particular decisions, so as not to
discriminate in favor of, or against, any person and so as to treat all
persons in similar circumstances uniformly. The Administrator shall
correct any defect, reconcile any inconsistency, or supply any omission
with respect to this Plan. All such corrections, reconciliations,
interpretations and completions of Plan provisions shall be final and
binding upon the parties.
6.7 Employer's Responsibility to Administrator. The Employer shall furnish
the Administrator such data and information as it may require. The
records of the Employer shall be determinative of each Participant's
period of employment, termination of employment and the reason
therefor, leave of absence, reemployment, Years of Service, personal
data, and compensation reductions. Participants and their Beneficiaries
shall furnish to the Administrator such evidence, data, or information,
and execute such documents, as the Administrator requests.
6.8 Engagement of Assistants and Advisers; Plan Expenses. The Administrator
shall have the right to hire such professional assistants and
consultants as it, in its sole discretion, deems necessary or
advisable, including, but not limited to:
(a) investment managers and/or advisers;
(b) accountants;
(c) actuaries;
(d) attorneys;
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(e) consultants;
(f) clerical and office personnel; and
(g) medical practitioners.
The expenses incurred in connection with the operation of the Plan
and/or any trust relating to this Plan, including, but not limited to,
the expenses incurred by reason of the engagement of professional
assistants and consultants, shall be expenses of the Plan and shall be
charged in a reasonable manner against amounts credited to each
Participant's Account at the direction of the Administrator. The
Employer shall have the option, but not the obligation, to pay any such
expenses, in whole or in part, and by so doing, to relieve the
Participants' Accounts from the obligation of bearing such expenses.
Payment of any such expenses by the Employer on any occasion shall not
bind the Employer to thereafter pay any similar expenses.
6.9 Liability. Neither the Administrator nor the Employer shall be liable
to any person for any action taken or omitted in connection with the
administration of this Plan unless attributable to its own fraud or
willful misconduct; nor shall the Employer be liable to any person for
such action unless attributable to fraud or willful misconduct on the
part of a director, officer or employee of the Employer.
6.10 Indemnity of Administrator. The Employer shall indemnify the
Administrator or any individual who is a delegate against any and all
claims, loss, damage, expense or liability arising from any action or
failure to act, except when due to gross negligence or willful
misconduct.
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ARTICLE VI
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CLAIMS PROCEDURE
7.1 Claim. If a Participant or Beneficiary is denied all or a portion of an
expected Plan benefit for any reason, he/she must file a written
notification of his/her claim with the Administrator. The Administrator
shall notify the Participant or Beneficiary within sixty (60) days of
allowance or denial of the claim. If the Administrator fails to notify
the claimant of his/her decision to grant or deny the claim within
sixty (60) days, such claim shall be deemed to have been denied; and
the review procedure described in Section 7.2 shall become available to
the claimant.
The notice provided by the Administrator under this Section shall be in
writing, sent by mail to the Participant's last known address and, if a
denial, must contain the following information:
(a) the specific reasons for the denial;
(b) the specific reference to the pertinent Plan provision on
which the denial is based;
(c) if applicable, a description of any additional information or
material necessary to perfect the claim, and an explanation of
why such information or material is necessary; and
(d) an explanation of the claims review procedure and the time
limitations of the review procedure applicable thereto.
7.2 Review Procedure. A Participant or Beneficiary is entitled to request a
review of any denial of his/her claim by the Named Appeals Fiduciary.
The request for review must be submitted in writing within sixty (60)
days of mailing of the notice of the denial. Absent a request for
review within the 60-day period, the claim will be deemed to be
conclusively denied. The Participant or Beneficiary or his/her
representative shall be entitled to review all pertinent documents and
to submit issues and comments in writing. The Named Appeals Fiduciary
shall provide a full and fair review of the claim and render the final
decision.
7.3 Final Decision. Within sixty (60) days of mailing of a request for
review, the Named Appeals Fiduciary shall allow or deny the claim,
unless special circumstances require an extension (such as for a
hearing); provided, however, that in no event shall the decision be
delayed beyond one hundred twenty (120) days after receipt of the
request for review. The decision shall be communicated in writing to
the Participant or Beneficiary. The decision shall recite the facts and
reasons for denial, with specific reference to the pertinent Plan
provisions.
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7.4 Appointment of the Named Appeals Fiduciary. The Named Appeals Fiduciary
shall be the person or persons named as such by the Board, or, if no
such person or persons be named, then the person or persons named by
the Administrator as the Named Appeals Fiduciary. The Named Appeals
Fiduciary may at any time be removed by the Board, and any Named
Appeals Fiduciary named by the Administrator may be removed by the
Administrator. All such removals may be with or without cause and shall
be effective on the date stated in the notice of removal.
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ARTICLE VIII
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AMENDMENT AND TERMINATION
8.1 Plan Amendment. The Plan may be amended in whole or in part by the
Board at any time; provided, that (i) no amendment shall deprive a
Participant or Beneficiary of any benefit to which he/she is entitled
under this Plan with respect to Deferral Contributions or Matching
Contributions made prior to such amendment; and (ii) no amendment shall
decrease a Participant's vested interest in his/her Account. Each
amendment shall be approved by the Board by resolution.
8.2 No Premature Distribution. Subject to Article 8.3, no amendment hereto
shall permit amounts accumulated prior to the amendment to be paid to a
Participant or Beneficiary prior to the time he/she would otherwise be
entitled thereto.
8.3 Termination of the Plan. The Employer reserves the right to terminate
the Plan and/or the Deferral Agreement pertaining to any Participant at
any time prior to the commencement of benefits. Such termination shall
be approved by the Board by resolution; or, in the case of a
termination by an entity which is included in the term Employer, by the
board of directors of such terminating entity. In the event of any such
termination, the Employer shall pay a benefit to the Participant or the
Beneficiary of any deceased Participant, in lieu of other benefits
hereunder, equal to the value of the Participant's Accounts.
Termination, in whole or in part, of the Plan by an entity which is
included in the term Employer shall have no effect on the continued
operation of the Plan with respect to other entities constituting
Employer.
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ARTICLE IX
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MISCELLANEOUS
9.1 Supplemental Benefits. The benefits provided for the Participants under
this Plan are in addition to benefits provided by any other plan or
program of the Employer and, except as otherwise expressly provided
herein, the benefits of this Plan shall supplement and shall not
supersede any plan or agreement between the Employer and any
Participant or any provisions contained herein.
9.2 Investment Obligation of the Employer. Benefits are payable as they
become due regardless of any actual investments the Employer may make
to meet its obligations under this Plan. Neither the Employer nor any
trustee (in the event the Employer elects to use a grantor trust to
accumulate funds) shall be obligated to purchase or maintain any asset,
and any reference to investments or Investment Funds is solely for the
purpose of computing the value of Accounts. To the extent a Participant
or any person acquires a right to receive payments from the Employer
under this Plan, such right shall be no greater than the right of any
unsecured creditor of the Employer. Neither this Plan nor any action
taken pursuant to the terms of this Plan shall be considered to create
a fiduciary relationship between the Employer and the Participants or
any other persons, or to establish a trust in which the assets are
beyond the claims of any unsecured creditor of the Employer.
9.3 Governing Law. The Plan shall be governed and construed under the laws
of the Commonwealth of Pennsylvania to the extent not preempted by
Federal law which shall otherwise control.
9.4 No Assignment Permitted. Except as otherwise provided in Section 5, no
Participant, Beneficiary or heir shall have any right to commute, sell,
transfer, encumber, hypothecate, assign or otherwise convey the right
to receive any payment under the terms of this Plan. Any such attempted
assignment shall be considered null and void.
9.5 Binding Terms. The terms of this Plan shall be binding upon and inure
to the benefit of the parties hereto, their respective heirs,
executors, administrators and successors.
9.6 Spendthrift Provision. The interest of any Participant or any
beneficiary receiving payments hereunder shall not be subject to
anticipation, nor to voluntary or involuntary alienation, until
distribution is actually made.
9.7 Headings. All headings preceding the text of the several Sections
hereof are inserted solely for reference and shall not constitute a
part of this Plan, nor affect its meaning, construction or effect.
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IN WITNESS WHEREOF, and as evidence of its adoption of this Plan, the
Employer has caused the same to be executed this______________ day
of___________________, 2002.
ATTEST IMPAX LABORATORIES, INC.
___________________________________ ____________________________________
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EXHIBIT I
Investment Fund Options
Alliance Money Market
Alliance Inter. Gov't Securities
Alliance Quality Bond
Alliance High Yield
T. Rowe Price Equity Income
EQ/Putnam Growth & Income
Alliance Growth & Income
Alliance Equity Index
Alliance Technology
Mercury Basic Value Equity
Alliance Common Stock
MFS Research
MFS Growth with Income
EQ/Alliance Premier Growth
Capital Guardian Research
Capital Guardian U.S. Equity
Alliance Global
Alliance International
T. Rowe Price Int'l Stock
Morgan Stanley Emerging Mkts. Eq.
EQ/Aggressive Stock
EQ/Evergreen
FI Small/Mid Cap Value
Alliance Small Cap Growth
MFS Emerging Growth Companies
Alliance Conservative Investors
EQ/Putnam Balanced
EQ/Evergreen Foundation
EQ/Balanced
Alliance Growth Investors
Mercury World Strategy
EQ/AXP New Dimensions
EQ/AXP Strategy Aggressive
FI Mid-Cap
EQ/Janus Large-Cap Growth