Exhibit 10(p)
THE GILLETTE COMPANY
SUPPLEMENTAL SAVINGS PLAN
(as amended and restated effective January 1, 1997)
---------------------------------------------------
(with amendments adopted through September 4, 2001)
---------------------------------------------------
1. Purpose. The Gillette Company Supplemental Savings 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
Employees' Savings Plan (the "Savings 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 Savings Plan shall be approximately equal to the amount of
benefits which would have accrued under the Savings Plan for such
employees had such limitations imposed by the Code not been in effect.
The Plan document as amended and restated herein is a continuation of The
Gillette Company Supplemental Savings Plan for Contributions Prior to May
1, 1991 and The Gillette Company Supplemental Savings Plan for
Contributions After April 30, 1991.
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. Eligible Employees. Employees eligible to participate in this Plan for
any calendar year shall be those employees of the Company and
Participating Subsidiaries who are eligible to participate in the
Savings Plan and (i) whose Annual Additions are limited for such year by
reason of Section 415 of the Code, based on actual participation in the
Savings Plan, or (ii) who are determined by the Committee to be
management or highly compensated employees for such year and whose
contributions or Compensation taken into account under the Savings Plan
are limited for such year by reason of another provision of the Code,
based on actual participation in the Savings Plan.
3. Participants. Participants are eligible employees who elect to
participate in the Plan, at such time and in such manner prescribed by
the Committee, as of the next practicable payroll period by executing
and delivering to the Company a Participation and Salary Deferral
Agreement, in a form prescribed by the Committee. Participation in the
Plan may be discontinued by a Participant at any time, effective as of
the next practicable payroll period, by executing and delivering to the
Company a revocation of such Participation and Salary Deferral
Agreement.
-2-
Such revocation shall operate prospectively and shall have no effect on
prior deferrals under this Plan. An individual who has previously
participated in the Plan shall be considered a Participant for the purposes
of the Plan, other than Section (4)(a) and (b) below, until final
distribution is made of amounts credited to the individual's accounts under
the Plan. An eligible employee who was a participant in the Duracell Inc.
Supplemental Cash Balance Plan on December 31, 1998 and, pursuant to
section 9.2 of such plan, whose benefit under such plan was transferred to
this Plan, shall be a Participant as of January 1, 1999.
4. Deferrals; Credits to Accounts.
(a) If any portion of Compensation from the Company which, but for the
limitations on contributions or Compensation contained in the
provisions of the Code set forth in Section 4(c) below, would be
contributed to the Savings Plan as Tax Deferred Savings and/or Taxed
Savings for a calendar year, a Participant may defer such Compensation
on a pre-tax basis until retirement or later elected date, termination
of employment or hardship. These deferred amounts (hereinafter
referred to as "Supplemental Savings") will be recorded in an account,
entitled the "Supplemental Savings Account," maintained for each
Participant on the books of the Company. A Participant shall always be
fully vested in amounts credited to the Supplemental Savings Account
maintained for such Participant.
(b) The Company Contribution that would have been made under the Savings
Plan in respect of each Participant's Compensation elected to be
contributed as Tax Deferred Savings and Taxed Savings for a calendar
year, which Compensation is instead deferred pursuant to Section 4(a)
above, shall not be made but an equal amount (hereinafter referred to
as "Supplemental Company Contributions") shall be recorded by the
Company in an account on its books, entitled the "Supplemental Company
Contribution Account," maintained for such Participant. Amounts
credited to a Participant's Supplemental Company Contribution Account
shall become vested at the same time the Participant becomes vested in
his Company Contributions under the Savings Plan.
(c) For the purposes of Section 4(a) above, the applicable provisions of
the Code are (i) the Section 415 limitations on Annual Additions, (ii)
the Section 402(g) limitation on Tax Deferred Savings, (iii) the
Section 401(a)(17) limitation on Compensation, and (iv) if and to the
extent determined by the Committee for a given year, the Section
401(k) and (m) limitations on contributions by and on behalf of Highly
Compensated Employees.
(d) As of January 1, 1999, there also shall be recorded in a Supplemental
Savings Account for each Participant who was a participant in the
Duracell Inc. Supplemental Cash Balance Plan on December 31, 1998 and,
pursuant to section 9.2 of such plan, whose benefit under such plan
was transferred to this
-3-
Plan, an amount equal to the "Termination Value" of such Participant's
benefit under the Duracell Inc. Supplemental Cash Balance Plan. The
Participant shall always be fully vested in the amount credited to the
Supplemental Savings Account in accordance with this subsection.
(e) Notwithstanding any other provision of the Plan to the contrary, in
the event of a Change of Control, with respect to any Participant who
terminates employment within two years of the Change of Control under
circumstances entitling the Participant to separation benefits under
the Company's Change of Control Severance Program for Key Executives,
any of such separation benefits payable to the Participant as salary
continuation shall be treated as Compensation under this Plan (and not
the Savings Plan), and shall be subject to deferral as Supplemental
Savings and to Supplemental Company Contributions pursuant to this
Section 4.
5. Additional Credits to Accounts.
(a) Each Participant, upon electing to participate in the Plan, shall
designate the Investment Fund or Funds with respect to which such
Participant's Supplemental Savings shall be deemed invested, either on
a Participation and Salary Deferral Agreement or in such other manner
prescribed by the Committee for such purpose. The election shall
specify one or more of the Investment Funds available for investment
under the Savings Plan at such time, and shall be in whole percentage
increments of each such Investment Fund. A Participant's election
shall remain in effect with respect to all future Supplemental Savings
made on the Participant's behalf unless and until changed by the
Participant in accordance with Section 5(b) below.
If a Participant fails to make an election hereunder, all Supplemental
Savings made on behalf of the Participant shall be deemed invested in
the same Investment Fund or Funds in which the Participant's Tax
Deferred Savings are invested under the Savings Plan until the
Participant makes an election hereunder.
(b) A Participant may change the Investment Fund or Funds in which future
Supplemental Savings are deemed to be invested, at any time by
telephonic or electronic instruction to the Recordkeeper. Such change
in election shall be effective as of the close of the Business Day on
which the Recordkeeper receives such instruction or, if such
instruction is received after the close of a Business Day, as of the
close of the next following Business Day.
(c) Amounts recorded in the Supplemental Savings Account maintained for
each Participant shall be credited or debited with amounts equivalent
to gains or losses realized by the Investment Funds in which the
Participant elects to have his Supplemental Savings Account deemed
invested from time to time.
-4-
Amounts recorded in the Supplemental Company Contribution Account
maintained for each Participant shall be credited or debited with
amounts equivalent to gains or losses realized by the Gillette Company
Stock Fund or, if applicable, the Investment Funds in which the
Participant elects to have his Supplemental Company Contribution
Account deemed invested from time to time.
(d) Subject to the limitations set forth in paragraphs (i) through (iv)
below, a Participant may elect at any time to have amounts credited to
his Accounts under the Plan deemed transferred from any Investment
Fund to any of the other Investment Funds, by designating the
percentage of the Accounts deemed invested in the transferring
Investment Fund to be transferred (in whole percentage increments) and
the percentage of such transferred amount to be deemed invested in the
receiving Investment Fund or Funds (in whole percentage increments). A
separate transfer election may be made with respect to each of the
Participant's Supplemental Savings Account and Supplemental Company
Contribution Account (if eligible pursuant to paragraph (iii) below).
The Participant shall make a transfer election by telephonic or
electronic instruction to the Recordkeeper. Such transfer election
shall be effective, and the applicable Investment Funds shall be
valued for the purpose of implementing such election, as of the close
of the Business Day on which the Recordkeeper receives such
instruction or, if such instruction is received after the close of a
Business Day, as of the close of the next following Business Day. For
the purposes of this Section, the value of Participants' accounts
deemed invested in the Gillette Company Stock Fund, for any Business
Day, shall be based on the 4 p.m. closing price of the common stock of
The Gillette Company as reported by the New York Stock Exchange for
that Business Day.
Elections by Participants under this Section 5(d) shall be limited in
the following respects:
(i) The minimum amount that may be deemed transferred from any
Investment Fund shall be $250 or, if less, the entire balance of
the Participant's Accounts deemed invested in such Investment
Fund.
(ii) Amounts deemed invested in a Stable Value Fund may not be
transferred directly to either a Money Market Fund or a Bond
Fund, but must first be transferred to either an Asset
Allocation Fund, Growth and Income Fund, Growth Fund,
International Fund or the Gillette Company Stock Fund and must
remain in such Investment Fund for a period of at least 90 days.
(iii) Elections to transfer amounts credited to Supplemental Company
Contribution Accounts from the Gillette Company Stock Fund may
be made only by Participants who have attained or will attain
age 50 in the year in which the election is made, Participants
who have become Totally
-5-
and Permanently Disabled, and Participants who have incurred a
Termination of Employment on account of Retirement.
(iv) The Committee may in its discretion limit the number of transfers
which may be deemed made to or from any Investment Fund at any
time. The Committee also shall have the discretionary right to
suspend the availability of deemed transfers among any or all of
the Investment Funds at any time without prior notice to
Participants.
The provisions of this Section 5(d) also shall apply to former
employees for whom Accounts are maintained under the Plan on or after
January 1, 1997.
(e) Notwithstanding any other provision of the Plan to the contrary, in
the event of a Change of Control, the Trustee shall have the authority
to prescribe alternative investment media in which Participants'
accounts under this Plan shall be deemed invested; provided, however,
that (i) if Participants retain the right to designate the investment
media for deemed investment of their respective accounts, then the
investment media selected by the Trustee shall include at least an
Equity Index Fund and a Money Market Fund, and (ii) if Participants
are no longer entitled to designate the investment media for deemed
investment of their respective accounts, then all accounts under this
Plan shall automatically be deemed invested in the Money Market Fund
pending distribution in accordance with Section 6(d) below.
6. Payments from Accounts.
(a) Except as otherwise provided in this Section, no amounts shall be
payable under the Plan to any Participant while he is employed by the
Company or any Participating Subsidiary. While employed, a Participant
may request a payment of amounts credited to the Supplemental Savings
Account maintained for such Participant on the basis of an immediate
and heavy financial hardship for which no other resources are
available to the Participant and following the Participant's
withdrawal of all amounts then available for withdrawal from the
Savings Plan. Such request shall be subject to the approval of the
Committee or its delegate. Unless an election is made in accordance
with Section 6(b) or (c) below or unless Section 6(d) below applies,
all vested amounts credited to a Participant's accounts under the Plan
shall be paid in a single lump sum as soon as practicable following
the termination of the Participant's employment with the Company and
all Participating Subsidiaries, valued as of the close of such
termination date.
(b) A Participant may elect to defer payment of his accounts under the
Plan to any date subsequent to the date of the Participant's
termination of employment with the Company and all Participating
Subsidiaries, but not later than April 1 of the calendar year
following the calendar year in which the Participant attains age
-6-
70-1/2, provided (i) the Participant's termination of employment is on
account of retirement or total and permanent disability (such terms
having the same meanings as used under the Savings Plan), (ii) the
value of the Participant's vested account balance under the Plan as of
the close of the date of termination is at least $25,000, and (iii)
the Participant's deferral election is made at least twelve months
prior to the date of such termination. Such deferred payment shall be
valued as of the close of the elected payment date (or the next
following business day), and shall be made in a single lump sum as
soon as practicable thereafter. Pending final distribution, the
Participant's accounts shall continue to be credited or debited with
amounts equivalent to gains and losses realized by the Investment
Funds in which the Participant's Accounts are deemed invested from
time to time.
(c) A Participant may elect to receive payment of his accounts under the
Plan in the form of annual installments of from two to ten years
commencing in the calendar year following the year of the
Participant's termination of employment with the Company and all
Participating Subsidiaries, provided (i) the Participant's termination
of employment is on account of retirement or total and permanent
disability (such terms having the same meanings as used under the
Savings Plan), (ii) the value of the Participant's vested account
balance under the Plan as of the close of the date of termination is
at least $25,000, and (iii) the Participant's installment payment
election is made at least twelve months prior to the date of such
termination. Each installment payment shall be valued as of the close
of the first business day in January of the year of commencement and
each year thereafter, and shall be paid as soon as practicable
thereafter. Pending final distribution, the remaining balance in the
Participant's accounts shall continue to be credited or debited with
amounts equivalent to gains and losses realized by the Investment
Funds in which the Participant's Accounts are deemed invested from
time to time.
(d) Prior to the occurrence of a Change of Control, in accordance with
rules prescribed by the Committee, a Participant making a deferral
election pursuant to Section 6(b) above or an installment election
pursuant to Section 6(c) above may provide for the revocation of such
deferral or installment election in the event of a Change of Control
and for the payment by the Company of the Participant's accounts under
the Plan as soon as practicable following the Change of Control.
In the event of a Change of Control, upon the termination of this Plan
or the Savings Plan or the amendment to this Plan or the Savings Plan
which amendment adversely affects the rights and benefits of
Participants, all unvested accounts under this Plan shall vest.
Notwithstanding anything contained in this Section 6 to the contrary,
in the event of a Change of Control, each Participant's vested
accounts shall be paid in accordance with his deferral or installment
payment election in force, or if no payment election has been
-7-
made prior to the Change of Control, as soon as practicable following
the Participant's termination of employment, unless the Participant
has provided in his payment election for its revocation upon a Change
of Control in which event payment of the Participant's vested accounts
shall be paid as soon as practicable following the Change of Control.
(e) In the event of the death of a Participant, whether or not then
employed by the Company or a Participating Subsidiary, all amounts
credited to the Participant's accounts under the Plan shall vest and
shall be paid to the Participant's estate in a single lump sum valued
as of the close of the date of death.
(f) All determinations of value of Participants' accounts under the Plan
shall be made in accordance with the relevant provisions of the
Savings Plan, except that determinations of value of Participants'
accounts deemed invested in the Gillette Company Stock Fund, for any
Business Day, shall be based on the 4 p.m. closing price of the common
stock of The Gillette Company as reported by the New York Stock
Exchange for that Business Day.
(g) All payments under the Plan shall be subject to any required
withholding of Federal, state and local taxes.
7. 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 records on its books as described in
Section 4 above, no Participant 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 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.
8. 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 deducted 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: (a) no amendment shall be made which
adversely affects the rights and benefits of Participants with respect to
Compensation deferred or deducted or benefits accrued pursuant to the Plan
prior to such amendment; (b) the Plan may not be terminated or amended in a
manner to provide less favorable prospective benefits unless all benefits
under this Plan which are unvested become immediately vested; and (c) no
amendment may be made with respect to any provision of the Plan which
becomes operative upon a Change of Control.
-8-
9. 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.
10. Administration. The Plan shall be administered by the Savings 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 Savings Plan
shall govern.
11. 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.
12. 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 Savings Plan as in effect from time to
time.
THE GILLETTE COMPANY
Date: October 28, 1996 By: /s/ Robert E. DiCenso
-------------------- -------------------------------------
Robert E. DiCenso
Senior Vice President - Personnel and
Administration
[Reflects amendments executed April 30,
1998, August 21, 1998, December 30, 1999 and
July 10, 2001]