1
EXHIBIT 10
FORM OF
FIRST AMENDMENT
PURITAN-BENNETT CORPORATION
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
THIS AMENDMENT to the Puritan-Bennett Corporation Supplemental
Retirement Benefit Plan (the "Plan") is made this ____ day of ___________
_____, 1993 by Puritan-Bennett Corporation, a Delaware corporation (hereinafter
referred to as the "Corporation").
WHEREAS, the Corporation has adopted the Plan effective as of
September 1, 1985, which provides benefits that supplement benefits provided
under the Restated Puritan-Bennett Pension Plan (the "Qualified Plan"); and
WHEREAS, the Corporation and the participants in the Plan have agreed
to amendment of the Plan in the manner set forth below.
NOW, THEREFORE, the Plan is amended effective as of ______________,
1993 as follows:
1. Section 2.02, the definition of "Average Monthly Compensation,"
is amended in its entirety to read as follows:
Section 2.02. The term "Average Monthly Compensation" shall
have the meaning provided in the Qualified Plan (currently Section
2.08 thereof), provided that the dollar limitation on Compensation
provided in the Qualified Plan (currently Section 2.14 thereof) shall
not be applicable for purposes of determining Average Monthly
Compensation under this Plan.
2. Section 2.03, the definition of "Beneficiary," is amended in its
entirety to read as follows:
Section 2.03. The term "Beneficiary" shall have the meaning
provided for in the Qualified Plan (currently Section 2.09 thereof).
3. Section 2.13, the definition of "Years of Service," is amended in
its entirety to read as follows:
Section 2.13. The term "Years of Service" shall mean the
number of years for which a Member is given credit for the purpose of
determining eligibility for benefits (vesting) under the Qualified
Plan (as currently defined in Section 2.41 of the Qualified Plan).
4. Section 2, "Definitions," shall be amended by the addition of the
following new Section 2.14:
Section 2.14. The term "Years of Participation" shall mean
the number of years (twelve month periods) of the Member's
participation in this Plan, measured
2
from the date he first became a Member (as herein defined) to the date
of his termination of employment.
5. The first paragraph of Section 4.01 is amended in its entirety to
read as follows:
Section 4.01-Supplemental Monthly Retirement Benefit. A
Member who has at the date of his termination of employment with an
Employer attained age fifty-five (55) and completed seven (7) Years of
Participation shall be entitled to a Supplemental Monthly Retirement
Benefit. Such Supplemental Monthly Retirement Benefit, payable in the
form of a single life annuity (the "Normal Form"), shall be an amount
equal to the percentage of the Member's Average Monthly Compensation
specified in such Member's Plan Agreement, reduced by an amount
computed under Section 4.01(a). The amount so reduced shall be
further adjusted based upon the vesting schedule set out in Section
4.01(b). The amount resulting from the application of Sections
4.01(a) and (b) shall then be adjusted as provided in Section 4.01(c).
6. Section 4, "Retirement Benefits," shall be amended by the
addition of the following new Section 4.02:
Section 4.02-Time of Commencement of Supplemental Monthly
Retirement Benefit. Payment of the Supplemental Monthly Retirement
Benefit to which a Member is entitled pursuant to Section 4.01 shall
commence as of the first day of the calendar month coinciding with or
next following the termination of the Member's employment (the
"Benefit Commencement Date"). Actual payment of such Supplemental
Monthly Retirement Benefit, in the Normal Form or other form provided
in Section 4.03, shall, however, be subject to the following: if the
Member shall have elected the form of payment of his Supplemental
Monthly Retirement Benefit pursuant to Section 4.03 during a calendar
year (a "Preceding Year") preceding the calendar year during which his
termination of employment occurs (the "Termination Year"), then actual
payment of his Supplemental Monthly Retirement Benefit shall commence
on or as soon as practical following his Benefit Commencement Date; if
the Member did not make an election pursuant to Section 4.03 during a
Preceding Year, but shall make such an election during the Termination
Year, actual payment of his Supplemental Monthly Retirement Benefit
shall commence on the first day of the next following calendar year
(the "Succeeding Year"); if the Member does not make an election
pursuant to Section 4.03 during either a Preceding or the Termination
Year, then such Member shall be deemed to have elected to receive
payment in the Normal Form single life annuity commencing on the first
day of the Succeeding Year; provided that any time actual payment of a
Member's Supplemental Monthly Retirement Benefit shall not commence on
his Benefit Commencement Date, then the first payment made shall
include all payments that would have been made on or before such
actual commencement date if actual payment had commenced
-2-
3
on the Benefit Commencement Date, together with interest on all
deferred payments (from the date each such payment would have been
made if actual payment had commenced on the Benefit Commencement Date)
at the rate of _______% per annum. [Insert rate.]
7. Section 4, "Retirement Benefits," shall be amended by the
addition of the following new Section 4.03:
Section 4.03-Form of Payment of Supplemental Monthly
Retirement Benefits. The "Normal Form" of payment of a Member's
Supplemental Monthly Retirement Benefit, and the form on which the
amount of such Benefit is calculated pursuant to Section 4.01, shall
be a single life annuity payable for the Member's life only commencing
as of his Benefit Commencement Date. A Member may, however, elect in
writing filed with the Committee prior to the end of the Termination
Year, to receive payment of his Supplemental Monthly Retirement
Benefit in one of the following optional forms, each of which will be
the "Actuarial Equivalent" (which term shall have the meaning provided
in the Qualified Plan as of the Member's Benefit Commencement Date) of
the Normal Form single life annuity.
(a) Ten Year Certain and Continuous Option.
Pursuant to this option, the Member's Supplemental Monthly
Retirement Benefit shall be payable during the Member's life
only; provided that if the Member dies within ten years of his
Benefit Commencement Date, payments in the same amount will
continue to be made to the Member's Beneficiary until a total
of 120 monthly payments have been made.
(b) Early Retirement Level Income Option. Pursuant
to this option, the Member's Supplemental Monthly Retirement
Benefit payments will be made during the Member's life only.
Larger payments shall be made until the first day the Member
is eligible to receive social security benefits (age 62). At
that time payments to the Member shall be reduced by the
amount of the Member's social security benefit that was
estimated as part of the determination of all payments to be
made under this Section 4.03(c). No payments shall be made
after the Member's death.
(c) 50%, 75% and 100% Contingent Annuitant Option.
Pursuant to this option, the Member's Supplemental Monthly
Retirement Benefit payments shall be made during the life of
the Member, with payments continuing to the Member's
designated contingent annuitant ("Contingent Annuitant") for
the life of such Contingent Annuitant following the Member's
death. The Contingent Annuitant and the percentage to be paid
to such Contingent Annuitant must be designated by the Member
at the time this payment form is elected. If the Contingent
Annuitant predeceases the Member, no benefits shall be paid
after the Member's death. The amount paid to the Member's
Contingent Annuitant shall be either 50%, 75% or 100% of the
amount received by the Member during the Member's life.
8. Section 5, "Death Benefits", is amended in its entirety to
read as follows:
Section 5-Death Benefits.
-3-
4
Section 5.01-Death Before Commencement of Benefits. In the
event of the death of a Member or a Disabled Member prior to his
Benefit Commencement Date, leaving a surviving Spouse, then if such
Member had prior to his death completed seven (7) Years of
Participation, his surviving Spouse shall be entitled to a Death
Benefit in the form of a monthly annuity payable for the life of the
Spouse only. The monthly Death Benefit shall be an amount equal to
50% of the annuity amount which would have been payable to the Member
during his life if he had survived, terminated employment at the later
of age fifty-five (55) or the date of his death, elected immediate
payment in the form of a 50% contingent annuity pursuant to Section
4.03(c) and designated his Spouse as the contingent annuitant. If the
Member had not attained age fifty-five (55) at the time of his death,
payment of the Death Benefit hereunder to his surviving Spouse will
not commence until the date that the deceased Member would have
attained age fifty-five (55), and no Death Benefit shall be payable
in the event his surviving Spouse shall die before such date. No
Death Benefit will be paid hereunder if the Member dies before his
Benefit Commencement Date and is not then married.
Section 5.02-Death After Commencement of Benefits. If the
Member dies after his Benefit Commencement Date, the Member's
Beneficiary shall be entitled to receive, in a single lump sum, a
Special Death Benefit in an amount equal to twelve (12) times the
monthly Supplemental Monthly Retirement Benefit calculated on the
basis of the Normal Form single life annuity (regardless of the form
in which such Member's Supplemental Monthly Retirement Benefit was
being paid or was payable prior to his death). If the Member dies
following his Benefit Commencement Date, no other or additional death
benefits will be payable except to the extent provided under any
optional form of payment selected by the Member.
9. New Section 9.03 is added to the Plan to read as follows:
Section 9.03-Plan Interpretation. The Corporation shall have
sole and absolute discretion and authority to interpret all provisions
of this Plan and to resolve all questions arising under this Plan;
including, but not limited to, determining whether any person is
eligible to contribute to this Plan, whether any person shall receive
any payments pursuant to this Plan, and the amount of any payments to
be paid pursuant to this Plan. Any interpretation, resolution or
determination of the Corporation pursuant to this Section shall be
final and binding upon all concerned.
IN WITNESS WHEREOF, this Amendment is adopted as of the date set forth
above.
PURITAN-BENNETT CORPORATION
ATTEST: "Corporation"
By: By
---------------------------------- ---------------------------
Title: Title:
------------------------------- -----------------------
Date:
-----------------------
-4-