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CAMBREX CORPORATION
EXHIBIT 10.23
CAMBREX CORPORATION
SUPPLEMENTAL RETIREMENT PLAN
ARTICLE I
INTRODUCTION
The Cambrex Corporation Supplemental Executive Retirement Plan
(the "Supplemental Plan") has been established effective January 1, 1994 to
preserve certain benefits for selected officers and key employees (each, an
"Employee") of Cambrex Corporation (the "Corporation") and any participating
subsidiaries (a "Participating Subsidiary") which may not be provided under the
Corporation's qualified pension plan (the "Retirement Plan") by reason of the
dollar limitations contained in Sections 401(a)(17) of the Internal Revenue
Code of 1986, as amended (the "Code") hereinafter referred to as the
"Compensation Limit." The Supplemental Plan is intended to be a plan for the
benefit of a select group of management or highly compensated individuals, as
such terms are defined in the Employee Retirement Income Security Act of 1974,
as amended ("ERISA").
ARTICLE II
SUPPLEMENTARY RETIREMENT PROVISIONS
2.1. Eligibility. Each Employee who is a Participant in the
Retirement Plan as of the date hereof and who is also an officer of the
Corporation or is highly
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compensated shall be eligible to participate in the Supplementary Retirement
Provisions of this Supplemental Plan (a "Participant").
2.2. Vesting. Each Participant shall vest in the benefits
made available hereunder at the same time and under the same circumstances as
apply to the Retirement Plan benefits supplemented hereby.
2.3. Determination of Supplementary Retirement Benefits.
Each Participant shall be entitled to receive an annual retirement benefit
hereunder equal to (i) the annual retirement benefit which would have been
payable to such Participant under the Retirement Plan as in effect on the
retirement date of such Participant but for the Compensation Limits, reduced by
(ii) any retirement benefit actually payable to a Participant under the
Retirement Plan and under any other plan, program or arrangement (including
individual agreements) maintained by the Corporation.
2.4. Payment of Benefits. Amounts payable to a Participant
in accordance with Article II shall be paid to such Participant at the same
time, in the same manner (including, with respect to death or survivor
benefits, to the same beneficiary) and subject to the same reductions as the
benefits payable to such Participant under the Retirement Plan.
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ARTICLE III
GENERAL PROVISIONS
3.1. No Rights to Specific Assets. Benefits payable under
the Supplemental Plan shall be paid directly from the general assets of the
Corporation or a Participating Subsidiary. Nothing contained in this
Supplemental Plan and no action taken pursuant to the provisions of this
Supplemental Plan shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Corporation or any
Participating Subsidiary and any Participant, any designated beneficiary or any
other person. TO THE EXTENT THAT ANY PERSON ACQUIRES A RIGHT TO RECEIVE
PAYMENTS UNDER THIS SUPPLEMENTAL PLAN SUCH RIGHT SHALL BE NO GREATER THAN THE
RIGHT OF AN UNSECURED GENERAL CREDITOR. Notwithstanding the forgoing, the
Corporation may establish a grantor trust or purchase securities to assist it
in meeting its obligations hereunder; provided, however, that in no event shall
any Participant have any interest in such trust or property other than as an
unsecured general creditor.
3.2. Committee. The Supplemental Plan shall be administered
by the Benefits Administration Committee. The Committee shall have, to the
extent appropriate, the same
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powers, rights, duties and obligations with respect to the Supplemental Plan as
provided in this Supplemental Plan.
3.3. Non-Guarantee of Employment. Nothing contained in this
Supplemental Plan shall be construed as a contract of employment between the
Corporation or a Participating Subsidiary and any Employee, or as a right of
any Employee to continued employment, or to affect the right of the Corporation
or a Participating Subsidiary to discharge any of its Employees, with or
without cause.
3.4. Interests Not Transferable. No supplemental benefits
payable at any time under the Supplemental Plan shall be subject in any manner
to alienation, sale, transfer, assignment, pledge, attachment or other legal
process, or encumbrance of any kind. Any attempt to alienate, sell, transfer,
assign, pledge or otherwise encumber any such benefits, whether currently or
thereafter payable, shall be void. No supplemental benefit shall, in any
manner, be liable for or subject to the debts or liabilities of any person
entitled to such benefits. If any person shall attempt to, or shall alienate,
sell, transfer, assign, pledge or otherwise encumber his supplemental benefits
under the Supplemental Plan, or if by any reason of his bankruptcy or other
event happening at any time, such benefits would devolve upon any other person
or would not be enjoyed by the
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person entitled thereto under the Supplemental Plan, then the Benefits
Administration Committee, in its discretion, may terminate the interest in any
such benefits of the person entitled thereto under the Supplemental Plan and
hold or apply them to or for the benefit of such person entitled thereto under
the Supplemental Plan, his spouse, children, other dependents or designated
beneficiary, or any of the above, in such manner as the Benefits Administration
Committee may deem proper.
3.5. Facility of Payment. Any amounts payable hereunder to
any person under legal disability or who, in the judgment of the Benefits
Administration Committee, is unable to properly manage his financial affairs,
may be paid to the legal representative of such person, or may be applied for
the benefit of such person in any manner which the Committee may select.
3.6. Gender and Number. Words in the masculine gender shall
include the feminine gender, the plural shall include the singular and the
singular shall include the plural.
3.7. Controlling Law. To the extent not superseded by the
law of the United States, the law of the State of New Jersey shall be
controlling in all matters relating to the Supplemental Plan.
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3.8. Action by Cambrex. Any action required of or permitted
by the Corporation under the Supplemental Plan shall be by resolution of the
Corporation's Board of Directors or the committee appointed by such Board of
Directors.
3.9. Successors. This Supplemental Plan is binding on the
Corporation and each Participating Subsidiary designated by the Corporation to
be covered by the Supplemental Plan and will inure to the benefit of any
successor of the Corporation or any such Participating Subsidiary whether by
purchase, merger, consolidation or otherwise.
3.10. Amendment and Termination. The Benefits Administration
Committee may, at any time, amend or terminate the Supplemental Plan; provided
that no such amendment or termination shall impair the rights of a Participant
with respect to any supplemental retirement benefits accrued under the Plan.
3.11. Legal Fees. In the event that any Participant (or the
beneficiary or legal representative of such Participant) shall make demand for
payment of benefits due under the terms of the Supplemental Plan and prevail as
to any material aspect of such claim, the Corporation shall pay all of the
Participant's expenses in conjunction with pursuing such claim (including,
without limitation, legal fees) and interest on the amount or amounts due from
the date each
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such amount should have been paid hereunder in an amount equal to 10% per annum
compounded, semiannually.
IN WITNESS WHEREOF, and as conclusive evidence of the adoption
of the Supplemental Plan, the Corporation has caused the Supplemental Plan to
be duly executed in its name and behalf by its proper officers thereunder
authorized as of January 1, 1994.
ATTEST: CAMBREX CORPORATION
By: _____________________ By: ______________________
Secretary
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