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Exhibit 10(v)
THE GILLETTE COMPANY
SUPPLEMENTAL RETIREMENT PLAN
(AS AMENDED AND RESTATED EFFECTIVE JUNE 16, 1994)
(WITH AMENDMENTS ADOPTED THROUGH JANUARY 1, 2000)
1. PURPOSE. The Gillette Company Supplemental Retirement Plan (the "Plan") has
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
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 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.
Notwithstanding any other provision of the Plan to the contrary, in the
event of a Change of Control:
(i) With respect to any Participant who receives separation benefits
following termination of employment pursuant to the terms of the
Participant's
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Employment Agreement with the Company, and who elects to receive
payment of the relevant portion of such separation benefits as
additional pension benefits under this Plan, (x) the Participant's
Average Annual Compensation shall be determined taking into account as
Compensation, for each year of the three-year period following the
Participant's termination date, the amounts of annual salary and
highest annual bonus calculated in accordance with such Employment
Agreement, (y) the Participant's Credited Service shall be determined
taking into account as regular scheduled hours the three-year period
following the termination date, and (z) if the Participant is within
five years of eligibility for early or normal retirement as of the
termination date, the Participant's Credited Service shall include
(without duplication for the service taken into account in the
preceding clause (y)) the period between the Participant's termination
date and date of earliest retirement eligibility;
(ii) With respect to any Participant who receives separation payments
following termination of employment pursuant to the Company's Change
of Control Severance Program for Key Executives, which payments are
received in the form of full salary continuation, (a) the
Participant's Average Annual Compensation shall be determined taking
into account as Compensation the amount (if any) of separation pay
received by the Participant as full salary continuation, (b) the
Participant's Credited Service shall be determined taking into account
the period (if any) over which separation pay is received as full
salary continuation, and (c) if the Participant is within five years
of eligibility for early or normal retirement as of the Participant's
termination date, the Participant's Credited Service shall include
(without duplication for the service taken into account in the
preceding clause (b)) the period between the Participant's termination
date and date of earliest retirement eligibility; and
(iii) Each person who is a Participant on the date of a Change of Control
shall have a fully vested and nonforfeitable interest in his entire
benefit then accrued under the Plan.
4. PAYMENT OF BENEFITS. The Company shall pay the benefit accrued to each
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 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
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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 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
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 Company at any time and in any manner prior to the happening of any
event in connection with or in anticipation of a Change of Control that
actually occurs, 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 the happening of any event in connection with or in anticipation of a
Change of Control that actually occurs: (1) no amendment 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 a Change of Control.
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8. NO RIGHT OF EMPLOYMENT. The adoption and operation of this Plan shall not
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
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
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
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/ Robert E. Dicenso
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Title: Senior Vice President -
Personnel and Administration
[Reflects amendment executed
December 30, 1999]