Exhibit 10.30
QUINTILES TRANSNATIONAL CORP.
ELECTIVE DEFERRED COMPENSATION PLAN
(AMENDED AND RESTATED FOR DEFERRALS ON AND AFTER JANUARY 1, 2005)
The purpose of the Quintiles Transnational Corp. Elective Deferred
Compensation Plan (Amended and Restated for Deferrals On and After January 1,
2005) (the "Plan") is to further the success of Quintiles Transnational Corp.
(the "Company") by providing deferred compensation for a select group of
management and highly compensated employees, thereby giving such persons an
additional incentive to continue in the employ of the Company. The Plan shall
govern compensation that is deferred beginning January 1, 2005 and earnings
thereon. The Plan is a successor to the Quintiles Transnational Corp. Elective
Deferred Compensation Plan (as Amended November 6, 2003), which shall continue
to govern compensation deferred through December 31, 2004 and earnings thereon.
ARTICLE I
ADMINISTRATION
The Plan shall be administered by the Compensation Committee (the
"Committee") of the Company's Board of Directors (the "Board"). The Committee
shall report all of its actions to the Board. Except as otherwise provided
herein, the Committee shall have absolute discretionary authority to interpret
and construe the provisions of the Plan as it deems appropriate, including the
absolute discretionary authority to determine eligibility for benefits under the
Plan. The Committee shall have the duty and responsibility of maintaining
records, making the requisite calculations and disbursing the payments
hereunder. The interpretations, determinations, regulations and calculations of
the Committee shall be final and binding on all persons and parties concerned.
The Committee shall furnish individual statements of accrued benefits to each
participant or current beneficiary no less frequently than annually, in such
form as may be determined by the Committee or required by law. In order to
discharge its duties hereunder, the Committee shall have the power and authority
to delegate ministerial duties and to employ such outside professionals as may
be required for prudent administration of the Plan. No member of the Board or
the Committee, and no officer or employee of the Company, shall be liable to any
person for any action or determination that he or she makes in good faith in
connection with the administration of the Plan.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
Section 2.1 Eligibility. All management or highly compensated employees
who (1) reach the level of Executive Compensation Plan Level 8 or higher and (2)
are selected to participate in the Plan by the Committee shall be eligible to
participate in the Plan; provided, however, that in no event shall non-resident
aliens who receive no earned income from the Company that constitutes income
from sources within the United States be eligible to participate in the Plan.
Section 2.2 Election to Participate. The individuals described in
Section 2.1 may elect to participate in the Plan by submitting a written
election to the Committee in the form attached or in such other form as may be
determined by the Committee (the "Deferral Election Form"). Except as otherwise
provided herein, elections to defer payment of compensation must be made before
the beginning of the calendar year for which the compensation is payable. In the
first year in which a participant becomes eligible to participate in the Plan,
the newly eligible participant may make an election to defer payment of
compensation for services to be performed subsequent to the election within 30
days after the date the participant becomes eligible. Elections to defer shall
be irrevocable as to the compensation for which they are made. Except as
otherwise provided herein, elections shall remain effective for all subsequent
calendar years. For purposes of this Plan, the term "compensation" shall mean,
for any calendar year (or portion of a calendar year in the event of a
newly-eligible participant), the sum of the participant's base cash salary as of
the first day of such year plus any cash bonus and/or commission payable to the
participant with respect to services rendered in such year or partial year.
Section 2.3 Minimum and Maximum Deferrals. The maximum amount of
compensation that may be deferred with respect to any calendar year (or portion
of a calendar year in the event of a newly-eligible participant) shall be 90% of
the participant's base cash salary as of the first day of such year or partial
year and 100% of any cash bonus and/or commission payable to the participant
with respect to services rendered in such year or partial year.
Section 2.4 Change or Suspension of Deferrals. A participant may change
the amount of or suspend future deferrals with respect to compensation otherwise
payable to him or her for calendar years beginning after the date of change or
suspension by filing a written notice with the Committee. If a participant
elects to suspend deferrals, the participant may make a new election to again
become a participant in the Plan. Any new election to defer payment of
compensation must be made before the beginning of the calendar year for which
the compensation otherwise would be payable.
Section 2.5 Deferred Compensation Account; Reporting on Form W-2. For
each individual electing to participate in the Plan, the Company shall establish
and maintain a Deferred Compensation Account on the Company's books and records.
The amount of each participant's deferred compensation shall be credited to this
account as of the date such compensation otherwise would be payable. No amount
shall actually be set aside for payment under the Plan. Any participant to whom
an amount is credited under the Plan shall be deemed a general, unsecured
creditor of the Company. To the extent required by Section 6051 of the Internal
Revenue Code of 1986, as amended (the "Code") and the regulations thereunder,
the Company shall report on Form W-2 for each participant the total amount of
the participant's deferrals for each calendar year under the Plan.
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ARTICLE III
DEFERRED COMPENSATION
Section 3.1 Investment Election. Each participant shall be entitled to
make an initial investment election as set forth in the Deferral Election Form
and submit these elections to the Company. A participant may change an
investment election at any time by completing and submitting only a revised
"Investment Allocation," as taken from the Deferral Election Form, or by
submitting election changes electronically by means of the Internet as directed
by the Committee. Changes in investment elections shall become effective as soon
as practicable after they have been properly submitted, generally as of the next
market trading day after they have been processed. The investments from which
participants may choose shall be subject to change at the discretion of the
Committee. The Committee reserves the right to shift any amount designated for
an investment eliminated by the Committee to the investment that the Committee
determines, in its discretion, most closely resembles the eliminated investment.
Section 3.2 Rate of Return. All amounts credited under the terms of the
Plan to a Deferred Compensation Account maintained in the name of a participant
shall be deemed to have been invested pursuant to the participant's investment
election as then in effect. Each participant's Deferred Compensation Account
shall be credited or debited on each day securities are traded on a national
stock exchange, with the amount of deemed investment gain or loss resulting from
the performance of the investment funds elected by the participant under Section
3.1 above until such time as the entire account has been distributed to the
participant or to the participant's beneficiary. In the case of a lump-sum
distribution, as provided under Section 4.1(a) below, investment gains and
losses shall cease to accrue to a participant's account as of the date of the
participant's termination of employment with the Company and all related
employers of the Company, as determined under Section 4.1 below. Although the
performance of the investments selected by a participant shall be used to
determine the rate of return on the participant's account, deferrals will not
necessarily be invested by the Company in the investments selected by the
participant.
ARTICLE IV
DISTRIBUTION
Section 4.1 Separation from Service. Except in the case of a
participant who is a Key Employee (as defined below), within 60 days after the
date of a participant's "separation from service" (as defined by applicable
regulations) with the Company, all other related employers of the Company (as
determined under Section 414 of the Internal Revenue Code of 1986, as amended
(the "Code")) and Verispan, LLC, for any reason, including disability or death,
distribution of the amount credited to the participant's account in accordance
with this Plan shall commence in accordance with either of the alternatives set
forth below, as selected by the participant on his or her Deferral Election Form
at the time he or she elected to participate in the Plan.
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In the case of a participant who is a Key Employee, distribution of the
amount credited to his or her account shall commence beginning 6 months after
the date of the participant's separation from service. For purposes of this
Plan, a participant is a "Key Employee" if (i) on the date of determination any
stock of the Company is publicly traded on an established securities market or
otherwise and (ii) the participant falls within the definition of Code Section
416(i) without regard to paragraph (5) thereof.
The alternative forms of distribution shall be:
(a) lump sum; or
(b) annual installments over a period not to exceed 15 years. The
annual payment amount shall be determined each year by dividing the
participant's current deferral account balance, as of a valuation date prior to
the date of payment that the Committee has determined to be administratively
feasible, by the number of remaining years in the payment period based on the
participant's retirement payment election. The unpaid balance of the deferred
compensation account shall continue to earn a rate of return as specified in
Section 3.2 above. The final installment shall be the balance of the
participant's deferred compensation account including gains or losses credited
to the account during the last year of the payout period.
Once made, a participant's election with respect to the form of
distribution as described in this Section 4.1 shall be irrevocable; provided,
however that, except in the case of an account of a Key Employee, if at any time
the balance of an account that is in the process of an installment distribution
falls below $10,000, the Committee may, in its sole discretion and without
obligation to do so, pay out the remaining balance in the form of a lump sum if
permitted by applicable regulations.
Section 4.2 Scheduled In-Service Distributions. Although distribution
of the amount credited to a participant's account shall in all cases begin
within the 60-day period following the participant's separation from service for
any reason (beginning 6 months after the date of separation in the case of a Key
Employee), as described in Section 4.1 above, a participant may, at the time he
or she first elects to participate in the Plan, elect to take one or more
scheduled in-service distributions of certain amounts on certain dates as
indicated by the Participant in his or her Deferral Election Form; provided,
however, that the minimum amount of any such scheduled in-service distribution
shall be $5,000. All such scheduled in-service distributions shall be made in
the form of a lump sum.
Once made, a participant's election with respect to scheduled
in-service distributions as described in this Section 4.2 shall be irrevocable
except as follows: A participant may make a subsequent election to delay a
payment, provided that:
(i) the election may not take effect until at least 12 months
after the date on which the election is made;
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(ii) the first payment with respect to which the election is made
is deferred not less than 5 years from the date the payment
would otherwise have been made; and
(iii) the election may not be made less than 12 months prior to the
date of the first scheduled in-service distribution.
A participant's separation from service for any reason shall be deemed
to nullify any such election. Except as expressly permitted herein or by
applicable regulations, payment of scheduled in-service distributions may not be
accelerated for any reason.
Section 4.3 Death. If a participant should die before distribution of
the full amount of any account described in this Plan has been made to the
participant, any remaining amounts shall be distributed to the beneficiary
designated by the participant in the form attached or in such other form as may
be determined by the Committee (the "Beneficiary Designation Form"). Except as
otherwise provided herein, such amounts shall be distributed to the
participant's designated beneficiary in the form designated by the participant
in his or her Deferral Election Form. A participant may change his or her
beneficiary designation at any time by submitting a new Beneficiary Designation
Form to the Committee. If a participant has not designated a beneficiary, or if
no designated beneficiary is living on the date of distribution, then,
notwithstanding any provision herein to the contrary, such amounts shall be
distributed to the participant's estate in a lump-sum distribution as soon as
administratively feasible following the participant's death.
Section 4.4 Unforeseeable Emergencies. In the event a participant
incurs an unforeseeable emergency, the participant may make a written request to
the Committee for a hardship distribution from his or her account established
under the Plan. An unforeseeable emergency shall be a severe financial hardship
to the participant resulting from an illness or accident of the participant, the
participant's spouse or a dependent (as defined in Section 152(a) of the Code)
of the participant, loss of the participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the participant. A hardship distribution because of
an unforeseeable emergency shall be permitted only to the extent reasonably
needed to satisfy the emergency need plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which the hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise, or by liquidation of
the participant's assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship).
Section 4.5 Other Withdrawals. Anything herein to the contrary
notwithstanding, if at any time a court or the Internal Revenue Service
determines that an amount in a participant's account is includable in the gross
income of the participant and subject to tax, the Committee may, in its sole
discretion, permit a lump-sum distribution of an amount equal to the amount
determined to be includable in the participant's gross income.
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Section 4.6 Limit on Annual Distributions. Except as otherwise provided
by the Committee, the total distributions under the Plan in any calendar year
shall be limited to such amount as may be deductible by the Company for federal
income tax purposes under the Code.
Section 4.7 Tax Withholding. To the extent required by law, the Company
shall withhold from distributions those taxes required to be withheld by the
federal or any state or local government.
Section 4.8 Distributions Under Domestic Relations Orders.
Notwithstanding anything herein to the contrary, subject to applicable
regulations, distributions from participants' accounts shall be permitted to
alternate payees pursuant to domestic relations orders (as defined in section
414(p) of the Code), irrespective of whether the participants are entitled to
distributions under the Plan. A distribution to an alternate payee prior to the
participant's entitlement to a distribution is available only if the
distribution is pursuant to a domestic relations order that is in a form
acceptable to the Committee and entered by a court of competent jurisdiction.
Upon receipt of such an order, the Committee shall direct the Trustee to make a
lump-sum distribution to the alternate payee. In no case may an alternate payee
maintain an ongoing interest in the Plan. Nothing in this Section 4.8 gives a
participant a right to receive a distribution at a time not otherwise permitted
by the Plan.
ARTICLE V
AMENDMENT AND TERMINATION OF PLAN
The Company reserves the right to amend or terminate the Plan at any
time. Any such amendment or termination shall be effective as of the end of the
calendar year during which notification is given to each participant.
Notification shall be by first class mail, addressed to each participant at the
participant's last known address, or by such other method as may be commonly
used by the Company to communicate similar information if such notice is
acknowledged by the participant. Any amounts credited to an account of any
participant shall remain subject to the provisions of the Plan, and distribution
shall not be accelerated because of the termination of the Plan. No amendment or
termination shall directly or indirectly reduce the balance of any account
described in this Plan as of the effective date of such amendment or
termination.
ARTICLE VI
CLAIMS PROCEDURE
Section 6.1. Claims Reviewer. For purposes of handling claims with
respect to this Plan, the "Claims Reviewer" shall be the Committee, unless
another person or organizational unit is designated by the Company as Claims
Reviewer.
Section 6.2. Claims Procedure. An initial claim for benefits under the
Plan must be made by the participant or his or her beneficiary in accordance
with the terms of the Plan through which the benefits are provided. Not later
than 90 days after receipt of such a claim, the Claims Reviewer shall render a
written decision on the claim to the claimant, unless special
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circumstances require the extension of such 90-day period. If such extension is
necessary, the Claims Reviewer shall provide the Participant or the
Participant's beneficiary with written notification of such extension before the
expiration of the initial 90-day period. Such notice shall specify the reason or
reasons for such extension and the date by which a final decision can be
expected. In no event shall such extension exceed a period of 90 days from the
end of the initial 90-day period. In the event the Claims Reviewer denies the
claim of a participant or the beneficiary in whole or in part, the Claims
Reviewer's written notification shall specify, in a manner calculated to be
understood by the claimant, the reason for the denial, a reference to the Plan
or other document or form that is the basis for the denial, a description of any
additional material or information necessary for the claimant to perfect the
claim, an explanation as to why such information or material is necessary, and
an explanation of the applicable claims procedure. Should the claim be denied in
whole or in part and should the claimant be dissatisfied with the Claims
Reviewer's disposition of the claimant's claim, the claimant may have a full and
fair review of the claim by the Company upon written request therefore submitted
by the claimant or the claimants duly authorized representative and received by
the Company within 60 days after the claimant receives written notification that
the claimant's claim has been denied. In connection with such review, the
claimant or the claimant's duly authorized representative shall be entitled to
review pertinent documents and submit the claimant's views as to the issues, in
writing. The Company shall act to deny or accept the claim within 60 days after
receipt of the claimant's written request for review unless special
circumstances require the extension of such 60-day period. If such extension is
necessary, the Company shall provide the claimant with written notification for
such extension before the expiration of such initial 60-day period. In all
events, the Company shall act to deny or accept the claim within 120 days of the
receipt for the claimant's written request for review. The action of the Company
shall be in the form of a written notice to the claimant and its contents shall
include all of the requirements for action on the original claim. In no event
may a claimant commence legal action for benefits the claimant believes are due
the claimant until the claimant has exhausted all of the remedies and procedures
afforded the claimant by this Article.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Unfunded Plan. The Company intends to establish and fund
the Quintiles Transnational Corp. Elective Deferred Compensation Trust (the
"Rabbi Trust.") The assets of the Rabbi Trust shall be subject to the claims of
the Company's creditors and shall be located within the geographic United
States. To the extent any benefits provided under the Plan are actually paid
from the Rabbi Trust, the Company shall have no further obligation with respect
thereto, but to the extent not so paid, such benefits shall remain the
obligation of, and shall be paid by, the Company. Participants and their
beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interest or claims in any specific property or assets of the Company,
nor shall they be beneficiaries of, or have any rights, claims or interests in
any life insurance policies, annuity contract, or the proceeds therefrom owned
or which may be acquired by the Company (the "Policies"). Apart from the Rabbi
Trust, such Policies or other assets of the Company shall not be held under any
trust for the benefit of participants, their beneficiaries, heirs, successors or
assigns, or held in any way as collateral security for the fulfilling of the
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obligations of the Company under this Plan. Any and all of the Company's assets
and Policies shall be, and remain, the general, unpledged, unrestricted assets
of the Company and available to its general creditors in the event of bankruptcy
or insolvency. The Company's obligation under the plan shall be merely that of
an unfunded and unsecured promise of the Company to pay money in the future, and
the Plan shall at all times be considered entirely unfunded both for tax
purposes and for purposes of Title I for the Employee Retirement Income Security
Act of 1974, as amended.
Section 7.2 Expenses. Expenses of administration shall be paid by the
Company. The Committee shall be entitled to rely on all tables, valuations,
certificates, opinions, data and reports furnished by any actuary, accountant,
controller, counsel or other person employed or retained by the Company with
respect to the Plan.
Section 7.3 Rights Under Plan. The sole rights of a participant or
beneficiary under this Plan shall be to have this Plan administered in
accordance with its terms, to receive whatever benefits he or she may be
entitled to hereunder, and nothing in the plan shall be interpreted as a
guaranty that any funds in any trust which may be established in connection with
the Plan or assets of the Company shall be sufficient to pay any benefit
hereunder. Further, the adoption and maintenance of this Plan shall not be
construed as creating any contract of employment between the Company and any
participant. The Plan shall not affect the right of the Company to deal with any
participants in employment respects, including their hiring, discharge,
compensation, and conditions of employment.
Section 7.4 Distributions to Incompetent Persons. The Committee may
from time to time establish rules and procedures which it determines to be
necessary for the proper administration of the Plan and the benefits payable to
an individual in the event that individual is declared incompetent and a
conservator or other person legally charged with that individual's care is
appointed. Except as otherwise provided herein, when the Committee determines
that such individual is unable to manage his or her financial affairs, the
Committee may pay such individual's benefits to such conservator, person legally
charged with such individual's care, or institution then contributing toward or
providing for the care and maintenance of such individual. Any such payment
shall constitute a complete discharge of any liability of the Company and the
Plan for such individual.
Section 7.5 Change in Control. The Plan may continue after a sale of
assets of the Company, or a merger or consolidation of the Company with or into
another corporation or entity only if and to the extent that the transferee,
purchaser or successor entity agrees to continue the Plan; provided however that
for the avoidance of doubt, if as a result of such a merger or consolidation the
Company is the surviving entity, then the Plan shall continue, subject to the
provisions of Article V. In the event that the Plan is not continued by the
transferee purchaser or successor entity, then the Plan shall be terminated
subject to the provisions of Article IV.
Section 7.6 Nonassignability. Neither a participant, nor his or her
designated beneficiary, nor any other beneficiary under this Plan shall have any
power or right to transfer, assign, anticipate, hypothecate or otherwise
encumber all or any part of the amounts payable
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hereunder. No such amounts shall be subject to seizure by any creditor of such
beneficiary, by a proceeding at law or in equity, nor shall such amounts be
transferable by operation of law in the event of bankruptcy, insolvency or death
of the participant, his or her designated beneficiary, or any other beneficiary
hereunder. Any such attempted assignment or transfer shall be void.
Section 7.7 Notice. Any notice or filing required or permitted to be
given to the Committee or the Company under the Plan shall be sufficient if in
writing and hand delivered, or sent by registered or certified mail, to the
principal office of the Company directed to the attention of the Secretary of
the Company. Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.
Section 7.8 Current Address. Each participant shall keep the Company
informed of his or her current address and the current address of his or her
designated beneficiary. The Company shall not be obligated to search for any
person. If such person is not located within 3 years after the date on which
payment of the participant's benefits payable under this Plan may first be made,
payment may be made as though the participant or his or her beneficiary had died
at the end of such 3-year period.
Section 7.9 Governing Law. All questions pertaining to the
construction, validity and effect of the Plan shall be determined in accordance
with the laws of the United States and to the extent not preempted by such laws,
by the laws of the State of North Carolina.
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