EXHIBIT 10.1
PERKINELMER, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Effective January 1, 2001)
TABLE OF CONTENTS
ARTICLE PAGE
1. PURPOSE AND INTENT....................................... 1
2. DEFINITIONS.............................................. 2
3. ADMINISTRATION........................................... 12
4. PARTICIPATION............................................ 13
5. PLAN BENEFITS............................................ 14
6. VESTING.................................................. 17
7. CHANGE IN CONTROL........................................ 18
8. FORFEITURE OF BENEFITS................................... 19
9. AMENDMENT OR TERMINATION................................. 21
10. CLAIMS PROCEDURES........................................ 22
11. GENERAL PROVISIONS....................................... 24
APPENDIX A
ARTICLE 1
PURPOSE AND INTENT
PerkinElmer, Inc. maintains the PerkinElmer, Inc. Supplemental
Executive Retirement Plan (the "Plan") to increase the overall effectiveness of
the Company's executive compensation program to attract, retain and motivate
qualified senior executives; to provide retirement benefits more closely related
to Total Compensation; and to soften the financial impact of early retirement
for Participants. The Plan is intended to be "a plan which is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees"
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and
shall be interpreted and administered in a manner consistent therewith.
This amendment and restatement of the Plan is effective January 1,
2001. The rights and benefits, if any, of each Participant who terminates
service before January 1, 2001 shall be determined in accordance with the
respective provisions of the Plan in effect on the date such Participant
separated from service. The original effective date of the Plan was January 1,
1978.
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ARTICLE 2
DEFINITIONS
Whenever used herein, unless the context clearly indicates otherwise,
the following words and phrases shall have the meanings herein specified, and
the following definitions shall be equally applicable to both the singular and
plural forms of any of the terms herein defined. The masculine pronoun whenever
used herein shall include the feminine and neuter genders and the singular
number as used herein shall include the plural, and the plural the singular,
unless the context clearly indicates a different meaning.
2.1 ACTUARIAL EQUIVALENCE means a benefit of equivalent value to the
benefit which otherwise would have been provided determined on the
basis of the 1971 Group Annuity Mortality Table with no loading, and
projected by Scale E, with a one-year age setback for the Participant
and a five (5) year age setback for any Beneficiary, and on the basis
of an interest rate of 7%. If a lump sum payment is made pursuant to
Section 7.4, the single sum present value shall be calculated using the
applicable interest rate and applicable mortality table promulgated by
the Internal Revenue Service under Code Section 417(e)(3) as in effect
on the first day of the calendar year.
2.2 AVERAGE TOTAL COMPENSATION means the average annual Total Compensation
of a Participant for the highest five (5) successive years of Credited
Service for which the Participant is directly compensated by the
Company out of the last ten (10) years of such Credited Service prior
to age 65 or earlier termination of employment.
2.3 BASIC PLAN means the PerkinElmer, Inc. Employees Retirement Plan and
any other Company retirement plan under which a Participant is entitled
to receive benefits.
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2.4 BASIC PLAN BENEFIT means the annual benefit payable under the Basic
Plan in the form of a straight-life annuity at the time of retirement
or at age 65, whichever benefit is greater.
2.5 CHANGE IN CONTROL means an event or occurrence set forth in any one or
more of paragraphs (a) through (d) below (including an event or
occurrence that constitutes a Change in Control under one of such
subsections but is specifically exempted from another such subsection):
a. the acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership of any capital stock of the
Company if, after such acquisition, such Person beneficially
owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) twenty percent (20%) or more of either
(i) the then-outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or
(ii) the combined voting power of the then-outstanding
securities of the Company entitled to vote generally
in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that
for purposes of this subsection (a), the following
acquisitions shall not constitute a Change in
Control:
(A) any acquisition directly from the Company
(excluding an acquisition pursuant to the
exercise, conversion or exchange of any
security exercisable for, convertible into
or exchangeable for common stock or voting
securities of the Company, unless the Person
exercising, converting or exchanging such
security
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acquired such security directly from the
Company or an underwriter or agent of the
Company),
(B) any acquisition by the Company,
(C) any acquisition by an employee benefit plan
(or related trust) sponsored or maintained
by the Company or any corporation controlled
by the Company, or
(D) any acquisition by any corporation pursuant
to a transaction which complies with clauses
(i) and (ii) of paragraph (c) of this
Section 2.5; or
b. such time as the Continuing Directors (as defined below) do
not constitute a majority of the Board (or, if applicable, the
Board of Directors of a successor corporation to the Company),
where the term "Continuing Director" means at any date a
member of the Board
(i) who was a member of the Board on the date of the
execution of this Agreement, or
(ii) who was nominated or elected subsequent to such date
by at least a majority of the directors who were
Continuing Directors at the time of such nomination
or election or whose election to the Board was
recommended or endorsed by at least a majority of the
directors who were Continuing Directors at the time
of such nomination or election; provided however,
that there shall be excluded from this clause (ii)
any individual whose initial assumption of office
occurred as a result of an actual or threatened
election contest with respect to the election or
removal of directors or other actual or threatened
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solicitation of proxies or consents, by or on behalf
of a person other than the Board; or
c. the consummation of a merger, consolidation, reorganization,
recapitalization or statutory share exchange involving the
Company or a sale or other disposition of all or substantially
all of the assets of the Company (a "Business Combination"),
unless, immediately following such Business Combination, each
of the following two (2) conditions is satisfied:
(i) all or substantially all of the individuals and
entities who were the beneficial owners of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or
indirectly, more than fifty percent (50%) of the
then-outstanding shares of common stock and the
combined voting power of the then-outstanding
securities entitled to vote generally in the election
of directors, respectively, of the resulting or
acquiring corporation in such Business Combination
(which shall include, without limitation, a
corporation which as a result of such transaction
owns the Company or substantially all of the
Company's assets either directly or through one or
more subsidiaries) (such resulting or acquiring
corporation is referred to herein as the "Acquiring
Corporation") in substantially the same proportions
as their ownership, immediately prior to such
Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting
Securities, respectively; and
(ii) no Person (excluding the Acquiring Corporation or any
employee benefit plan (or related trust) maintained
or sponsored by the Company or by the Acquiring
Corporation) beneficially owns, directly or
indirectly, twenty percent (20%) or more of the
then-outstanding shares of common stock of the
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Acquiring Corporation, or of the combined voting
power of the then-outstanding securities of such
corporation entitled to vote generally in the
election of directors (except to the extent that such
ownership existed prior to the Business Combination);
or
d. approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
2.6 COMMITTEE means the Compensation and Benefits Committee of the
PerkinElmer, Inc. Board of Directors.
2.7 COMPANY means PerkinElmer, Inc. and any subsidiary of which
PerkinElmer, Inc. controls 50 percent or more of the voting stock.
2.8 CREDITED SERVICE shall be determined in accordance with the following:
a. A Participant shall accrue a full year of Credited Service for
each year in which he has at least 2,080 Hours of Service. In
any year in which a Participant has less than 2,080 Hours of
Service, the Participant shall be deemed to complete 1/12 of a
year of Credited Service for each 173-1/3 Hours of Service
completed during such year.
b. Service with a company other than the Company may, at the
discretion of the Committee, be deemed to be Credited Service.
c. If a Participant who has completed ten (10) or more Years of
Service becomes a Disabled Participant, the period of
disability up to age 65 shall be counted as Credited Service
regardless of whether the Participant remains in the employ of
the Company.
d. A Participant shall in no event be deemed to accrue more than
one full year of Credited Service with respect to any year.
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e. If the Participant was an Employee of the Company, terminated
his Employment and is rehired, the following rules shall apply
in determining his years of Credited Service:
(i) in the case of a Participant who had five (5) or more
Years of Service, his years of Credited Service
accrued during his prior period of Employment shall
be reinstated as of the date of his re-employment;
and
(ii) in the case of a Participant whose Employment
terminated before completing five (5) Years of
Service, his years of Credited Service accrued during
his prior period of Employment shall be reinstated
unless the "Break-in-Service" exceeds the greater of:
(a) five (5) years, or (b) the number of prior Years
of Service.
2.9 DISABLED PARTICIPANT means a Participant who incurs a physical or
mental condition which, as determined by the Federal Social Security
Administration, renders the Participant eligible to receive disability
benefits under Title II of the Federal Social Security Act, as amended
from time to time.
2.10 ELIGIBLE SPOUSE means a person who was legally married to the
Participant on the date of retirement or, if not retired, the date of
death.
2.11 EMPLOYEE means any person employed by the Company or a successor in a
merger or other reorganization.
2.12 EMPLOYMENT means service in the employ of the Company, or a successor
in a merger or other reorganization.
2.13 EXECUTIVE OFFICER means an officer of PerkinElmer, Inc. at or above the
Vice Presidential level, the General Counsel, the Treasurer, the
Corporate
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Controller, Assistant Treasurer, and Assistant Clerk.
2.14 PARTICIPANT means either an Executive Officer of PerkinElmer, Inc. or
any other employee of the Company who is so designated by the
Committee.
2.15 PLAN BENEFIT means the annual benefit payable in accordance with the
Plan.
2.16 SOCIAL SECURITY BENEFIT means the estimated annual Primary Old Age
Insurance Amount which the Participant would be entitled to receive at
retirement under the Federal Social Security Act; provided, however,
that the Social Security Benefit for a Participant who dies or retires
prior to age 65 shall be calculated on such date as if:
a. the Participant will not receive any future wages which would
be treated as wages for purposes of the Federal Social
Security Act; and
b. the Participant had elected to begin receiving Social Security
as of the earliest age then allowable to the Participant under
said Act.
2.17 SOCIAL SECURITY TAX BASE means the 35 year average of maximum wages
upon which Social Security taxes were based during each of the calendar
years ending with the calendar year in which the Employee reaches his
Normal Retirement Date (as defined under the Basic Plan), assuming no
change in the Social Security maximum taxable wage after the Employee's
termination of Employment. In order to determine the Social Security
Tax Base for an Employee who works beyond his Normal Retirement Date,
it will be assumed that the Employee's Normal Retirement Date occurs in
the year of termination.
2.18 SURVIVING SPOUSE OPTION means a 50% Joint and Survivor form of payment
under which a reduced amount shall be paid to the Participant during
his lifetime and the Eligible Spouse, if surviving at the Participant's
death, shall receive a lifetime benefit equal to 50% of the reduced
benefit
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which had been payable to the Participant. The Surviving Spouse Option
is the Actuarial Equivalent of the Participant's Plan Benefit had it
been paid in the form of a Lifetime Income Option.
2.19 TOTAL COMPENSATION means the total cash compensation in the form of
base salary paid to a Participant by the Company. Total Compensation
shall also include incentive awards under the PerkinElmer, Inc.
Management Incentive Program. Such incentive awards shall be taken into
account for purposes of this Section 2.19 as of the earliest date the
Participant could have elected to receive the incentive award in cash.
2.20 YEARS OF SERVICE shall be determined in accordance with the following:
a. A Participant shall accrue a Year of Service for each Year in
which he has 1,000 or more Hours of Service with the Company.
Any Year in which the Participant has less than 1,000 but more
than 500 Hours of Service shall not constitute a
Break-in-Service but will not be considered as a Year of
Service. If in any Year, the Participant has less than 500
Hours of Service, he shall incur a Break-In-Service.
b. A Participant shall be considered as accruing Hours of Service
in accordance with his normal work week for each week:
(i) while on an authorized leave of absence, if at or
before the end of such leave, the Participant returns
to service, provided however, that a Participant on a
leave who fails to return to service at or before the
end of such leave, will be considered to have
terminated his Employment as of the last day of
service with the Company. If, however, such failure
to return was due to death, disability, or retirement
on his early or normal retirement date, the
Participant's date of termination will be the date on
which one of the above occurs;
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(ii) during the one (1) year period following the date on
which a Participant is laid off due to a reduction in
work force, provided the Participant returns to
service within the one-year period following his date
of termination. If the Participant does not return to
service within said one-year period, whether because
he was not recalled or was recalled but did not
return to service, the Participant shall be
considered to have terminated his service as of the
last day of service.
If a Participant terminates his Employment and is rehired, the
following rules shall apply in determining his Years of Service:
a. In the case of a Participant who had five (5) or more Years of
Service, his Years of Service accrued during his prior period
of Employment shall be reinstated as of the date of his
re-employment.
b. In the case of a Participant whose Employment terminated
before completing five (5) Years of Service, his Years of
Service accrued during his prior period of Employment shall be
reinstated unless the "Break-in-Service" exceeds five (5)
years.
In no event shall a Participant be deemed to have more than one Year of
Service with respect to any Year.
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ARTICLE 3
ADMINISTRATION
The Plan shall be administered by the Committee. The Committee
shall have the authority to interpret the provisions of the Plan and decide all
questions and settle all disputes which may arise in connection with the Plan,
all in the sole exercise of its discretion. The Committee may establish
operative and administrative rules and procedures in connection therewith,
provided that such procedures are consistent with the requirements of Section
503 of ERISA. All interpretations, decisions and determinations made by the
Committee shall be final, conclusive and binding on all persons concerned. No
member of the Committee who is a Participant may vote or otherwise participate
in any decision or act with respect to a matter relating to himself or his
beneficiaries. The Committee and the individual members thereof shall be
indemnified by the Company against any and all liabilities arising by reason of
any act or failure to act made in good faith pursuant to the provisions of the
Plan, including expenses reasonably incurred in the defense of any claim
relating thereto.
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ARTICLE 4
PARTICIPATION
4.1 PARTICIPATION. Each Participant in the Plan on December 31, 2000, shall
continue to be a Participant in the amended and restated Plan on
January 1, 2001.
The remaining Participants shall be those Executive Officers or other
Employees who are both selected by the Committee and are "management"
or "highly compensated" employees within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA.
4.2 SELECTION BY COMMITTEE. Effective July 31, 2000, no Executive Officer
or other Employee shall have the right to become a Participant in the
Plan unless selected by the Committee in the sole exercise of its
discretion.
4.3 TERMINATION OF PARTICIPATION. A Participant's participation in the Plan
shall end upon his termination of service with the Company for any
reason or his ceasing to be a management or highly compensated
employee. In addition, the Committee may terminate a Participant's
participation in the Plan, but such termination shall not reduce the
obligation of the Company to any Participant below the amount to which
he would be entitled under the Plan as in effect immediately prior to
such termination of participation if his employment with the Company
were then terminated.
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ARTICLE 5
PLAN BENEFITS
5.1 AMOUNT OF PLAN BENEFIT. The amount of Plan Benefit payable upon
retirement as a monthly retirement income for life to a Participant
who, while in the employ of the Company, has both attained age 55 and
completed five (5) Years of Service shall be equal to (a) less (b) plus
(c) plus (d) calculated as follows:
a. .85 percent of Average Total Compensation for each year of
Credited Service, plus .75 percent of Average Total
Compensation in excess of the Social Security Tax Base for
each year of Credited Service not exceeding thirty-five (35);
Less
b. 100 percent of the Participant's Basic Plan Benefit;
Plus
c. The reduction, if any, to the early retirement benefit payable
from the Basic Plan due to the limitations as set forth in
Section 415(b) of the Internal Revenue Code of 1986;
Plus
d. For each Participant listed in Appendix J of the Basic Plan,
an amount equal to (i) minus (ii):
(i) the portion of the Participant's Basic Plan Benefit
determined under Section 4.2(b)(iii) of the Basic
Plan payable at age 65,
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and
(ii) the portion of the Basic Plan Benefit determined
under Section 4.2(b)(iii) payable as of the date the
Participant commences his Plan Benefit.
The benefit payable under the Plan, however, shall in no event be less
than (c) above. Years of Service and/or Credited Service after age 65
shall not be counted in determining the Plan Benefit in 5.1(a) above,
nor shall any actuarial adjustment be made as the result of either
retirement before or after age 65.
5.2 PRE-RETIREMENT DEATH BENEFIT. If a Participant who, while in the employ
of the Company, had attained age 55 and completed five (5) Years of
Service dies prior to retirement, the Participant's Eligible Spouse, if
any, shall be entitled to receive an annual Plan Benefit determined as
if the Participant had retired and elected a Surviving Spouse Option on
the day before the Participant died.
If a Participant dies while in the employ of the Company prior to
attaining age 55, but after the completion of five (5) Years of
Service, the Participant's benefit will be calculated on the date of
the Participant's death; and the Participant's Eligible Spouse, if any,
shall be entitled to receive an annual Plan Benefit in the form of a
Surviving Spouse Option commencing on the day the Participant would
have attained age 55, if still living.
5.3 FORM OF PAYMENT. The form of payment shall be selected by the
Participant from among the optional forms of payment made available
under the Basic Plan. All optional forms of payment shall be the
Actuarial Equivalent of a monthly retirement income for life.
5.4 TIME OF PAYMENT. At the election of the Participant, benefit payments
will commence on the first of the month following the month in which
the
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Participant retires, but in no event later than April 1st of the
Calendar Year following the Participant attaining age 70 1/2.
5.5 Except as provided in Article 8 and in Section 11.1, the Company shall
promptly pay all Participants or Eligible Spouses the benefits due them
under the Plan without any right to offset or to delay any benefits
pending the outcome of any arbitration, lawsuit or other dispute with
any such Participant.
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ARTICLE 6
VESTING
6.1 FULL VESTING. A Participant who both attains age 55 and completes at
least five (5) Years of Service while in the employ of the Company
shall be 100% vested in his Plan Benefit.
6.2 TERMINATION OF EMPLOYMENT. A Participant who terminates employment with
the Company before he satisfies both conditions stated in Section 6.1
shall not be entitled to any benefits hereunder.
6.3 CHANGE OF CONTROL. Upon a Change in Control, Article 7 may become
operative to override the provisions of Sections 6.1 and 6.2.
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ARTICLE 7
CHANGE IN CONTROL
7.1 ADDITIONAL RETIREMENT SECURITY. Upon a Change in Control, the
provisions of this Article VII shall become operative and shall
supersede any conflicting provisions in the Plan unless the Board of
Directors of PerkinElmer, Inc. votes not to implement this Article VII
within twenty (20) days of the occurrence of the Change in Control.
7.2 PARTICIPATION FROZEN. No new Participants shall be admitted to
participation after the occurrence of the Change in Control.
7.3 ACCELERATED VESTING. Each Participant in the employ of the Company on
the date of the Change in Control shall be 100% vested in his Plan
Benefit.
7.4 ACCELERATED PAYMENT OF PLAN BENEFIT. Each Participant in the employ of
the Company on the date of the Change in Control shall receive a single
sum distribution of the Actuarial Equivalent of his Plan Benefit
determined as of the Change in Control and paid within forty-five (45)
days of the Change in Control.
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ARTICLE 8
FORFEITURE OF BENEFITS
To the extent permitted by applicable law and notwithstanding anything
in the Plan to the contrary, a Participant who acts in a manner prejudicial to
the interests of the Company shall forfeit his rights to benefits under the
Plan. A Participant shall be deemed to have acted in a manner prejudicial to the
interests of the Company if, at any time within one (1) year after termination
of employment, the Participant engages in any activity in competition with any
business activity of the Company, or inimical, contrary or harmful to the
interests of the Company, including, but not limited to:
(i) conduct related to the Participant's employment for which
either criminal or civil penalities may be sought against the
Participant,
(ii) violation of Company policies, including, without limitation,
the Company's personnel and insider trading policies,
(iii) accepting employment that is in competition with or acting
against the interests of the Company,
(iv) employing or recruiting any present, former of future employee
of the Company,
(v) disclosing or misusing any confidential information or
material concerning the Company, or
(vi) participating in a hostile takeover attempt, tender offer of
proxy contest.
If this Article 8, or any portion thereof, is held to be illegal, invalid, or
unenforceable under present or future law, and not subject to reformation, then
such provision
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shall be fully severable, and the remaining provisions of the Plan shall remain
in full force and effect and shall not be affected by the severed provision or
by its severance.
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ARTICLE 9
AMENDMENT OR TERMINATION
The Company intends the Plan to be permanent but reserves the right to
amend or terminate the Plan upon action of the Board of Directors of
PerkinElmer, Inc. Any amendment approved by the board must be in writing and be
executed by the officer authorized to take such action. An amendment shall be
effective when approved by the board in its resolution. No amendment or
termination shall directly or indirectly deprive any current or former
Participant or beneficiary of all or any portion of any benefit payment which
has commenced prior to the effective date of such amendment or termination or
which could be payable if the Participant terminated employment for any reason,
including death, immediately prior to the effective date such amendment or
termination.
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ARTICLE 10
CLAIMS PROCEDURES
10.1 GENERAL. Any claim for benefits under the Plan shall be filed by the
Participant or beneficiary (claimant) of the Plan on the form
prescribed for such purpose with the Committee, or in lieu thereof, by
written communication which is made by the claimant's authorized
representative in a manner reasonably calculated to bring the claim to
the attention of the Committee.
10.2 DENIALS. If a claim for a Plan benefit is wholly or partially denied,
notice of the decision shall be furnished to the claimant by the
Committee within a reasonable period of time after receipt of the claim
by the Committee.
10.3 NOTICE. Any claimant who is denied a claim for benefits shall be
furnished written notice setting forth:
(a) the specific reason or reasons for the denial;
(b) specific reference to the pertinent Plan or provision upon
which the denial is based;
(c) a description of any additional material or information
necessary for the claimant to perfect the claim; and
(d) an explanation of the Plan's claim review procedure.
10.4 APPEALS PROCEDURE. To appeal the denial of a claim, a claimant or his
duly authorized representative:
(a) may request a review by written application to the Company's
board of directors, or its designate, not later than sixty
(60) days after receipt by the claimant of written
notification of denial of claim;
(b) may review pertinent documents; and
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(c) may submit issues and comments in writing.
10.5 REVIEW. A decision on review of a denied claim shall be made not later
than sixty (60) days after receipt of a request for review, unless
special circumstances require an extension of time for processing, in
which case a decision shall be rendered within a reasonable period of
time, but not later than 120 days after receipt of a request for
review. The decision on review shall be in writing and shall include
the specific reason(s) for the decision and the specific reference(s)
to the pertinent Plan provisions on which the decision is based.
10.6 ARBITRATION. Any controversy or claim arising under or relating to a
claim for benefits under the Plan shall be resolved by binding
arbitration in accordance with the rules and procedures of the American
Arbitration Association. The Plan shall not be required to submit any
such claim or controversy until the claimant has first exhausted the
procedures described in Section 10.5 although the Committee may
voluntarily do so at any point in processing an appeal from a prior
claim denial or other disputed benefit determination.
The Company shall bear all costs of an arbitration, except that the
arbitrator shall have the power to apportion among the parties other
expenses such as prehearing discovery, travel costs and attorney's
fees. The decision of the arbitrator shall be final and binding on all
parties and judgment on the arbitrator's award may be entered in any
court of competent jurisdiction.
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ARTICLE 11
GENERAL PROVISIONS
11.1 PLAN NOT FUNDED. The Plan is intended to be and shall be construed and
administered as an employee pension benefit plan under Section 3(2)(A)
of ERISA which is unfunded and maintained by the Company solely to
provide deferred compensation to a "select group of management or
highly compensated employees" within the meaning of Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA. The obligation of the Company to make
payments under the Plan constitutes nothing more than an unsecured
promise of the Company to make such payments. No Participant,
beneficiary or any other person shall have any interest in any
particular assets of the Company by reason of the right to receive a
benefit under the Plan and any such Participant, beneficiary or other
person shall have only the rights of a general unsecured creditor of
the Company with respect to any rights under the Plan. PerkinElmer,
Inc., in its sole discretion, may create one or more trusts to hold
assets of the Plan and to provide for the payment of benefits.
PerkinElmer, Inc. shall be the owner of each trust and the trust corpus
shall be subject to the claims of general creditors in the event of the
bankruptcy or insolvency of PerkinElmer, Inc. The trusts shall contain
such other terms and conditions as PerkinElmer, Inc. may deem necessary
or advisable to ensure that benefits are not includable, by reason of
the trusts, in the income of trust beneficiaries prior to actual
distribution and that the existence of the trusts does not cause the
Plan to be considered "funded" for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended.
11.2 NO GUARANTY OF BENEFITS. Nothing contained in the Plan shall constitute
a guaranty by the Company or any other entity or person that the assets
of the Company will be sufficient to pay any benefit hereunder.
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11.3 NO ENLARGEMENT OF EMPLOYEE RIGHTS. No Participant or beneficiary shall
have any right to a benefit under the Plan except in accordance with
terms of the Plan. Establishment of the Plan shall not be construed to
give any Participant the right to be retained in the service of the
Company.
11.4 SPENDTHRIFT PROVISION. No interest of any person or entity in, or right
to receive a benefit under, the Plan shall be subject in any manner to
sale, transfer, assignment, pledge, attachment, garnishment, or other
alienation or encumbrance of any kind; nor may such interest or right
to receive a benefit be taken, either voluntarily or involuntarily, for
the satisfaction of the debts or other obligations or claims against,
such person or entity, including claims for alimony, support, separate
maintenance and claims in bankruptcy proceedings.
11.5 APPLICABLE LAW. The Plan shall be construed and administered under the
laws of the Commonwealth of Massachusetts.
11.6 INCAPACITY OF RECIPIENT. If any person entitled to a benefit payment
under the Plan is deemed by the Company to be incapable of personally
receiving and giving a valid receipt for such payment, then, unless and
until claim therefor shall have been made by a duly appointed guardian
or other legal representative of such person, the Company may provide
for such payment or any part thereof to be made to any other person or
institution than contributing toward or providing for the care and
maintenance of such person. Any such payment shall be a payment for the
account of such person and a complete discharge of any liability of the
Company and the Plan thereof.
11.7 CORPORATE SUCCESSORS. The Plan shall not be automatically terminated by
a transfer or sale of assets of the Company.
PerkinElmer, Inc.
Supplemental Executive Retirement Plan Page 24
IN WITNESS WHEREOF, the Company has caused the Plan to be executed by its duly
authorized representative this 13th day of December, 2000
(SEAL) PERKINELMER, INC.
Attest:
By: /s/ Terrance C. Carlson
______________________________ ___________________________
Its Its: Senior Vice President and
____________________________ General Counsel
____________________________
PerkinElmer, Inc.
Supplemental Executive Retirement Plan Page 25
APPENDIX A
The Plan Benefit payable to Participant Angelo Castellana shall commence
effective February 1, 2002 regardless of whether the Participant remains in
service with the Company on that date. On the date the Participant separates
from service with the Company for any reason, his Plan Benefit shall be
recalculated on the basis of his average total compensation, Basic Plan Benefit
and years of Credited Service as of the date of termination. This Appendix A
shall become inoperative and of no effect if the Participant separates from
service for any reason before February 1, 2002.
PerkinElmer, Inc.
Supplemental Executive Retirement Plan Page A-1