EXHIBIT 10.14
PREMIUM CONTRIBUTION PLAN
Symphonix Devices, Inc.
PREMIUM CONTRIBUTION PLAN
PLAN DOCUMENT
Effective November 1, 1998
As Amended and Restated on January 1, 1999
TABLE OF CONTENTS
SECTION I - ESTABLISHMENT AND PURPOSE.................................... 1
1.1 Establishment and Purpose........................................ 1
1.2 Original Effective Date.......................................... 1
1.3 Amendment and Restatement........................................ 1
SECTION II - DEFINITIONS................................................. 2
2.1 Account.......................................................... 2
2.2 Affiliated Organization.......................................... 2
2.3 Beneficiary or Beneficiaries..................................... 2
2.4 Code............................................................. 2
2.5 Employee......................................................... 2
2.6 Employer......................................................... 2
2.7 Participant...................................................... 2
2.8 Plan............................................................. 2
2.9 Plan Administrator............................................... 2
2.10 Plan Year........................................................ 3
2.11 Salary Reduction Agreement....................................... 3
2.12 Salary Reduction Contribution.................................... 3
2.13 Sponsor.......................................................... 3
SECTION III - ELIGIBILITY AND PARTICIPATION.............................. 4
3.1 Eligibility and Participation.................................... 4
3.2 Cessation of Participation....................................... 4
3.3 Reinstatement of Former Participant.............................. 4
SECTION IV - SALARY REDUCTION............................................ 5
4.1 Salary Reduction Contributions................................... 5
4.2 Salary Reduction Agreement....................................... 5
4.3 Maximum Amount of Contributions.................................. 6
4.4 Notification..................................................... 6
4.5 Return or Recharacterization of Contributions.................... 6
SECTION V - PARTICIPANT ACCOUNTS......................................... 7
5.1 Establishment of Accounts........................................ 7
Table of Contents
(continued)
SECTION VI - BENEFIT ELECTIONS........................................................................ 8
6.1 Benefits Provided............................................................................. 8
6.2 Benefit Cost.................................................................................. 8
6.3 Election Procedure............................................................................ 8
SECTION VII - PLAN BENEFITS........................................................................... 10
7.1 Benefit Options............................................................................... 10
7.2 Benefit Descriptions.......................................................................... 10
7.3 Beneficiary Designation....................................................................... 10
SECTION VIII - ADMINISTRATION......................................................................... 11
8.1 Appointment of the Plan Administrator......................................................... 11
8.2 Powers and Responsibilities................................................................... 11
8.3 Allocation of Duties and Responsibilities..................................................... 12
8.4 Expenses...................................................................................... 12
8.5 Liabilities................................................................................... 12
8.6 Claims Procedures............................................................................. 12
SECTION IX - AMENDMENT, TERMINATION, AND MERGER....................................................... 14
9.1 Amendment and Termination..................................................................... 14
9.2 Successor Employer............................................................................ 14
9.3 Action by Symphonix........................................................................... 14
SECTION X - MISCELLANEOUS............................................................................. 15
10.1 Nonguarantee of Employment.................................................................... 15
10.2 Mailing Notices............................................................................... 15
10.3 Submitting Notices............................................................................ 15
10.4 Gender and Number............................................................................. 15
10.5 Applicable Law................................................................................ 15
10.6 Consolidated Omnibus Budget Reconciliation Act of 1985........................................ 15
10.7 Family and Medical Leave Act.................................................................. 15
10.8 Official Document............................................................................. 16
APPENDIX A - BENEFITS AND COSTS....................................................................... 17
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SECTION I - ESTABLISHMENT AND PURPOSE
1.1 Establishment and Purpose
Symphonix Devices, Inc. (Symphonix), has established the Symphonix Devices,
Inc. Premium Contribution Plan (Plan) to provide taxable and nontaxable
benefits to Employees and to permit those Employees to choose which of the
benefits they wish to receive. The Plan is intended to meet the
requirements of Section 125 of the Internal Revenue Code of 1986 and is to
be interpreted in a manner consistent with the requirements thereof.
1.2 Original Effective Date
This Plan originally became effective November 1, 1998.
1.3 Amendment and Restatement
This Plan has been amended and restated as of January 1, 1999.
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SECTION II - DEFINITIONS
As used herein, the following words and phrases shall have the following
respective meanings when capitalized:
2.1 Account
The Account established by Symphonix pursuant to Section 5 to which a
Participant's Salary Reduction Contributions are credited.
2.2 Affiliated Organization
Any organization which is affiliated with Symphonix organized under the
laws of any State.
2.3 Beneficiary or Beneficiaries
The covered dependent(s) of a Participant, or the individual(s) designated
as beneficiary of a Participant's benefit under the Plan pursuant to
Section 7.3.
2.4 Code
The Internal Revenue Code of 1986, as it may be amended from time to time.
2.5 Employee
Any individual who is employed by Symphonix, or by any Affiliated
Organization who has adopted the Plan, and who meets the eligibility
requirements specified in Section 3 and elects to participate in the
benefit plans described in Appendix A, other than a person who would be
treated as an employee by Symphonix under Section 414(n).
2.6 Employer
Symphonix, any predecessor or successor entity, and any other Affiliated
Organization that shall adopt the Plan with the consent of Symphonix.
2.7 Participant
Any Employee of Symphonix, who has met the eligibility requirements of
Section 3 and who has made benefit elections pursuant to a Salary Reduction
Agreement in accordance with Section 4.2.
2.8 Plan
The Symphonix Devices, Inc. Premium Contribution Plan as set forth herein
and as amended from time to time.
2.9 Plan Administrator
The person, persons or entity appointed by Symphonix pursuant to Section 8
to manage and administer the Plan.
2.10 Plan Year
The period beginning on January 1 and ending on December 31 of the same
year.
2.11 Salary Reduction Agreement
The agreement between the Participant and Symphonix pursuant to Section
4.2 under which the Participant elects between taxable and nontaxable
benefits under the Plan.
2.12 Salary Reduction Contribution
The amount of compensation which a Participant elects to forego pursuant
to a Salary Reduction Agreement and which Symphonix contributes to the
Plan for the purchase of benefits for the Participant pursuant to Section
4.
2.13 Sponsor
Symphonix Devices, Inc.
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SECTION III - ELIGIBILITY AND PARTICIPATION
3.1 Eligibility and Participation
Each Employee shall be eligible to participate in the Plan as of the later
of the Effective Date or upon date of hire by making benefit elections
pursuant to a Salary Reduction Agreement in accordance with Section 4.2. .
Full-time work is 30 hours or more per week. The effective date of such
benefit elections shall be determined in accordance with the provisions of
Section 4.2(d) and Section 6.
3.2 Cessation of Participation
A Participant shall cease to be a Participant as of the earliest of (a) the
date on which the Plan terminates, (b) the date on which his Salary
Reduction Agreement under the Plan expires or is terminated, or (c) the
date on which he ceases to be an Employee.
3.3 Reinstatement or Former Participant
A former Participant whose participation in the Plan had ceased due to
cessation of employment with Symphonix, and who returns to employment, must
meet Symphonix's then current entry guidelines to participate in the Plan.
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SECTION IV - SALARY REDUCTION
4.1 Salary Reduction Contributions
With the consent of the Plan Administrator, Participants may elect each
Plan Year to make Salary Reduction Contributions, pursuant to a Salary
Reduction Agreement, under the terms of Section 4.2, to purchase the
benefits provided under Section 7 of this Plan.
4.2 Salary Reduction Agreement
(a) Nature of Agreement The Salary Reduction Agreement shall be a legally
binding agreement (on a form prescribed by the Plan Administrator)
under which the Participant agrees to reduce the compensation
otherwise payable to him thereafter by a specified amount or, upon
notice from the Plan Administrator, fails to decline coverage under
the Plan. The Salary Reduction amount may change within a Plan Year
if any third party insurance company providing the selected benefits
adjusts the amount it charges for such coverage. Symphonix agrees to
apply the total amount of Salary Reduction Contributions elected by
the Participant toward the purchase of benefits elected under Section
6. The Salary Reduction Agreement may take the form of a benefit
election form under the Plan.
(b) Agreement Election Period With respect to any given Plan Year, a
Participant may enter into a Salary Reduction Agreement with Symphonix
only during the Annual Election Period provided for under Section
6.3(a).
(c) Timing of Salary Reduction The reduction of a Participant's
compensation that is used for the purpose of providing benefits
elected under Section 6 shall be done on a monthly, semi-monthly,
biweekly, weekly or other periodic basis in accordance with the
Participant's payroll period.
(d) Effective Date A Participant's Salary Reduction Agreement shall be
effective as soon as practicable following the day the agreement is
received in executed form by the Plan Administrator, but not before
the beginning of the Plan Year to which the Agreement applies or the
date of the commencement of the Participant's participation in the
Plan.
(e) Amendment or Termination of Agreement A Participant may amend or
terminate his Salary Reduction Agreement only at such time as he is
permitted to change his benefit election under Section 6.3(d). A
Participant's amended Salary Reduction Agreement, if consistent with
Section 6.3(d), shall be effective as soon as practicable following
the date the amended agreement is received in executed form by the
Plan Administrator, but not before the earlier of the beginning of the
Plan Year to which it applies or the occurrence of an event specified
in Section 6.3(d), provided that the amendment is on account of that
change. The Plan Administrator may prescribe uniform and
nondiscriminatory rules and procedures limiting the number of times a
Participant may amend his Salary Reduction Agreement during any Plan
Year.
(f) Transfer to Affiliated Organization; Termination of Employment A
Participant's Salary Reduction Agreement shall automatically terminate
if the Participant terminates his employment with Symphonix or
transfers to an Affiliated Organization which has not adopted the
Plan. If such Participant (or former Participant) subsequently
returns to the employment of Symphonix, the Participant shall, subject
to the eligibility and participation requirements set forth in Section
3, be permitted to execute a new Salary Reduction Agreement and resume
having Salary Reductions made on his behalf. A Participant's Salary
Reduction Agreement shall continue in effect (so long as it was not
based on a negative enrollment) if the Participant transfers to an
Affiliated Organization which has adopted the Plan.
4.3 Maximum Amount of Contributions
The amount of Salary Reduction Contributions permitted shall be limited to
a maximum determined by Symphonix each year.
4.4 Notification
Before making annual benefit elections, all Participants shall be notified
of the maximum amount of Salary Reduction Contributions they may elect to
make.
4.5 Return or Recharacterization of Contributions
Notwithstanding any provision in this Plan to the contrary, in the event
the Plan Administrator determines that the Plan may be discriminatory under the
Code, a Participant's Salary Reduction Agreement may be: (a) disregarded to the
extent necessary to prevent such discrimination and, as a result, the amount of
Salary Reduction Contributions which would otherwise have been made pursuant to
such Agreement may instead be paid directly to the Participant as additional
compensation; or (b) recharacterized as after-tax Employee Contributions, which
are voluntary nondeductible Employee contributions.
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SECTION V - PARTICIPANT ACCOUNTS
5.1 Establishment of Accounts
Symphonix shall create and maintain a bookkeeping account on behalf of each
Participant who elects to have Salary Reduction Contributions made to the
Plan. Each Participant's Account shall be divided into subaccounts which
shall be established, as necessary, and credited with a Participant's
Salary Reduction Contributions for benefits provided under Section 7 of the
Plan and listed in Appendix A.
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SECTION VI - BENEFIT ELECTIONS
6.1 Benefits Provided
A Participant may elect, pursuant to the procedures described in Section
6.3, to purchase benefits under Section 7 of the Plan through Salary
Reduction Contributions or with after-tax Employee contributions.
6.2 Benefit Cost
The cost to Participants of any benefits provided under the Plan shall be
determined by Symphonix, regardless of the method of funding the Plan.
(a) Current Cost The currently effective costs of the benefits provided
under the Plan are set forth in Appendix A to the Plan. Appendix A
may be amended from time to time to reflect, among other things,
changes in the rates charged by third party insurance companies.
(b) Cost Review Each year, Symphonix shall review the costs of the
benefits provided under the Plan. Symphonix may at any time make
changes to these costs at its discretion and shall amend Appendix A to
reflect such changes.
(c) Notification Before making their annual benefit elections, all
eligible Employees and Participants shall be notified as to the
currently effective costs of the benefits provided under the Plan.
6.3 Election Procedure
(a) Annual Election Period Each year, during the period beginning on
December 1 and ending on December 31 or, in the case of new
Participant, during the period beginning on his date of employment and
ending on the first day on which he becomes eligible to participate,
each Participant shall complete an election form indicating which of
the benefits, or combination of benefits, provided, under Section 7
herein, he has elected or, at the discretion of Symphonix, declined
coverage under the Plan upon written notice to Symphonix.
(b) Effective Period An election made under Section 6.3(a) shall be
effective only during the Plan Year for which the election is made.
Once made, such election, or a failure to make such an election, shall
be irrevocable as to the Plan Year to which it applies, except as
provided in Sections 6.3(d) and 6.3(i).
(c) Elections Irrevocable All elections made by a Participant can be
changed for the following Plan Year during the Annual Election Period
described in Section 6.3(a). Once a Plan Year has commenced, a
Participant shall not be permitted to revoke an election which applies
to that Plan Year or reallocate his Salary Reduction Contributions
among a different mix of benefits, except as provided in Section
6.3(d).
(d) Special Rule Notwithstanding the foregoing, a Participant may revoke a
benefit election (including, but not limited to, an election not to
receive benefits under the Plan) after the Plan Year has commenced and
make a new election with respect to the remainder of the Plan Year if
both the revocation and new election are on account of and consistent
with a Change in Family Status pursuant to Section 3(e).
(e) Change in Family Status For purposes of this Plan, the following
events shall constitute a Change in Family Status:
(i) Legal marital status. Events that change Employee's legal
marital status, including marriage, death of Employee's spouse,
divorce, legal separation, or annulment;
(ii) Number of dependents. Events that change the number of
Employee's dependents (as defined in IRC
Section 152), including birth, adoption, placement for adoption
(as defined in IRS Regulations under Section 9801), or death of
a dependent;
(iii) Employment status. A termination or commencement by Employee,
Employee's spouse, or Employee's dependent;
(iv) Work schedule. A reduction or increase in Employee's hours of
employment, or those of Employee's spouse or dependent,
including a switch between part-time and full-time, a strike or
lockout, or commencement or return from an unpaid leave of
absence;
(v) Dependent satisfies or ceases to satisfy the requirements for
unmarried dependents. An event that causes Employee's dependent
to satisfy or cease to satisfy the requirements for coverage due
to attainment of age, student status, or any similar
circumstance as provided in the accident or health plan under
which the Employee receives coverage;
(vi) Residence or worksite. A change in Employee's place of residence
or work, or that of Employee's spouse or dependent; and
(vii) Enrollment in health coverage. Employee's enrollment in health
coverage pursuant to IRS Regulations under Section 9801.
(f) Allocation of Salary Reduction Contributions Election of benefits by
a Participant in accordance with Section 6.3(a) and 6.3(d) shall
constitute authorization for the Plan Administrator to allocate the
Participant's Salary Reduction Contributions made on behalf of the
Participant as necessary to purchase the benefits elected.
(g) Procedures The Plan Administrator shall specify the procedures to be
followed in the distribution, completion and collection of the benefit
election forms. The Plan Administrator may specify any other
administrative procedures deemed necessary to implement and administer
the Plan.
(h) Notification Before making their annual benefit elections, all
eligible Employees and Participants shall be notified of any
administrative procedures involved in the benefit election process.
(i) Failure to Submit an Election Form An Employee eligible to
participate in the Plan but failing to submit a completed election
form to the Plan Administrator on or before the specified due date for
the first Plan Year for which he is eligible shall be deemed not to be
a Participant. Upon failure to submit a completed election form in
subsequent Plan Years, the Employee shall be deemed to have made the
same election as was in effect on the last day of the Preceding Plan
Year. If the Employee is deemed to be a Participant, he shall also be
deemed to have agreed to a reduction of his compensation for the Plan
Year equal to the Participant's share of the costs of such insured
benefits, as set forth in Appendix A.
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SECTION VII - PLAN BENEFITS
7.1 Benefit Options
Participants may elect, in accordance with the procedures outlined in
Section 6, any of the benefits listed in Appendix A in which they are
eligible to participate. Each year, Symphonix shall review the benefits
provided under the Plan. Symphonix may make changes to these benefits at
its discretion and shall amend Appendix A to reflect such changes and shall
notify Employees of such changes.
7.2 Benefit Descriptions
Detailed descriptions of each benefit offered under the Plan are contained
in the separate written plan of benefits.
7.3 Beneficiary Designation
The Participant shall designate the individual(s) who may receive benefits
under the Plan due to the Employee's status as a Participant as follows:
(a) Covered Dependents Where applicable, the Participant shall designate
his dependent(s) who shall be covered under the Plan on a form
provided by the Plan Administrator, and shall provide such additional
information regarding the covered dependent(s) as deemed necessary by
the Plan Administrator with regard to the benefit coverage provided.
(b) Beneficiary The Participant shall elect, on a form provided by the
Plan Administrator, the individual(s) who shall receive any benefit
under the Plan upon the Participant's death.
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SECTION VIII - ADMINISTRATION
8.1 Appointment of the Plan Administrator
Symphonix shall designate the Plan Administrator who shall administer
Symphonix's Plan. Such Plan Administrator may consist of an individual, a
committee of two or more individuals, whether or not, in either such case,
the individual or any of such individuals are Employees of Symphonix, a
consulting firm or other independent agent, or Symphonix itself. The Plan
Administrator shall be charged with the full power and the responsibility
for administering the Plan in all its details. If no Plan Administrator
has been appointed by Symphonix, or if the person designated as Plan
Administrator by Symphonix is not available to serve as such for any
reason, Symphonix shall be deemed to be the Plan Administrator of the Plan.
The Plan Administrator may be removed by Symphonix, or may resign by giving
notice in writing to Symphonix, and in the event of the removal,
resignation, death or other termination of service by the Plan
Administrator, Symphonix shall, as soon as practicable, appoint a successor
Plan Administrator, such successor thereafter to have all of the rights,
privileges, duties and obligations of the predecessor Plan Administrator.
8.2 Powers and Responsibilities
(a) Administration of the Plan The Plan Administrator shall have all
powers necessary to administer this Plan, including the power to
construe and interpret the Plan documents; to decide all questions
relating to an Employee's eligibility to participate in the Plan; to
determine the amount, manner, and timing of any payment of benefits or
change of accordance with Section 8.6 of the Plan; and to appoint or
employ advisors, including legal counsel, to render advice with
respect to any of the Plan Administrator's responsibilities under the
Plan. Any construction, interpretation, or application of the Plan by
the Plan Administrator shall be final, conclusive and binding. All
actions by the Plan Administrator shall be taken pursuant to uniform
standards applied to all persons similarly situated. The Plan
Administrator shall have no power to add to, subtract from or modify
any of the terms of the Plan, or to change or add to any benefits
provided by the Plan, or to waive or fail to apply any requirements of
eligibility for a benefit under the Plan.
(b) Records and Reports The Plan Administrator shall be responsible for
maintaining sufficient records to reflect the compensation of each
Participant for purposes of determining the amount of contributions
that may be made by others on behalf of the Participant under the
Plan. The Plan Administrator shall be responsible for submitting all
required reports and notifications relating to the Plan to
Participants or their Beneficiaries, the Internal Revenue Service and
the Department of Labor.
(c) Rules and Decisions The Plan Administrator may adopt such rules as it
deems necessary, desirable or appropriate in the administration of the
Plan. All rules and decisions of the Plan Administrator shall be
applied uniformly and consistently to all Employees and Participants
in similar circumstances. When making a determination or calculation,
the Plan Administrator may rely upon all such information so
furnished, including the Participant's, former Participant's or
Beneficiary's current mailing address.
8.3 Allocation of Duties and Responsibilities
The Plan Administrator may, by written instrument, designate persons other
than the Plan Administrator to carry out any of its duties and
responsibilities under the Plan. Any such duties or responsibilities thus
allocated must be described in the written instrument. If a person other
than an Employee of Symphonix is so designated, such person must
acknowledge acceptance of the allocated duties and responsibilities in
writing. All such instruments shall be attached to, and made part of, the
Plan.
8.4 Expenses
Symphonix shall pay all expenses authorized and incurred by the Plan
Administrator in the administration of the Plan, unless, by agreement or
common practice, the Plan Administrator absorbs such expenses.
8.5 Liabilities
Symphonix agrees to indemnify any Employee, person or entity serving as the
Plan Administrator or as a member of a committee designated as Plan
Administrator (including any Employee, person or entity who formerly served
as Plan Administrator or as a member of such committee) against all
liabilities, damages, costs and expenses (including attorneys' fees and
amounts paid in settlement of any claims approved by Symphonix) occasioned
by any act or failure to act in connection with the Plan, except where such
act, or failure to act, is the result of willful neglect or gross
negligence on the part of such Employee, person or entity.
8.6 Claims Procedures
(a) Filing a Claim Any Participant or Beneficiary under the Plan may file
aritten claim for a Plan benefit with the Plan Administrator or with a
person named by the Plan Administrator to receive claims under the
Plan. Notwithstanding any other language in this Section 8.6, any claim
which arises under any benefit program listed on Appendix A shall not
be subject to review under this Plan but rather shall be subject to
review under the provisions of the specific programs listed on Appendix
A.
(b) Notice of Denial of Claim In the event of denial or limitation of any
benefit or payment due to or requested by any Participant or
Beneficiary under the Plan ("Claimant"), the Claimant shall be given
written notification containing specific reasons for the denial or
limitation of his benefit. The written notification shall contain
specific reference to the pertinent Plan provisions on which the denial
or limitation of his benefit is based. In addition, it shall contain a
description of any other material or information necessary for the
Claimant to perfect a claim, and an explanation of why such material or
information is necessary. The notification shall further provide
appropriate information as to the steps to be taken if the Claimant
wishes to submit his claim for review. This written notification shall
be given to a Claimant within 60 days after receipt of his claim by the
Plan Administrator or, within 120 days if special circumstances require
an extension of time for processing is required, written notice of the
extension shall be furnished to the Claimant prior to the termination
of said sixty (60) day period, and such notice shall indicate the
special circumstances which make the postponement appropriate.
(c) Right of Review In the event of a denial or limitation of his
benefit, the Claimant or his duly authorized representative shall be
permitted to review pertinent documents and to submit to the Plan
Administrator issues and comments in writing. In addition, the
Claimant or his duly authorized representative may make a written
request for a full and fair review of his claim and its denial by the
Plan Administrator; provided, however, that such written request must
be received by the Plan Administrator (or its delegate) within sixty
(60) days after receipt by the Claimant of written notification of the
denial or limitation of the claim. In appropriate cases, the Plan
Administrator may waive the sixty (60) day requirement.
(d) Decision on Review A decision shall be rendered by the Plan
Administrator within sixty (60) days after the receipt of the request
for review, provided that, where special circumstances require an
extension of time for processing the decision, it may be postponed on
written notice to the Claimant (prior to the expiration of the initial
sixty (60) day period) for an additional sixty (60) days, but in no
event shall the decision be rendered more than one hundred twenty
(120) days after the receipt of such request for review. Any decision
by the Plan Administrator shall be furnished to the Claimant in
writing and shall set forth the specific reasons for the decision and
the specific Plan provisions on which the decision is based.
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SECTION IX - AMENDMENT, TERMINATION, AND MERGER
9.1 Amendment and Termination
The Plan may at any time and from time to time be amended, modified or
terminated by written instrument executed by a duly authorized
representative of Symphonix. Any such amendment, modification, or
termination shall become effective on such date as Symphonix shall
determine and may apply to persons eligible to receive benefits or persons
receiving benefits under the Plan at the time thereof, or both, as well as
to persons who otherwise would be eligible to receive benefits in the
future, provided, however, that no such amendment, modification, or
termination shall deprive any Participant of any benefits attributable to
reduction in his compensation made prior to the date of such amendment,
modification, or termination.
9.2 Successor Employer
In the event of the dissolution, merger, consolidation, or reorganization
of Symphonix, provision may be made by which the Plan shall be continued by
the successor employer, in which case such successor employer shall be
substituted for Symphonix under the Plan, as shall constitute an assumption
of Plan liabilities by the successor employer, and the successor employer
shall have all the powers, duties, and responsibilities of Symphonix under
the Plan.
9.3 Action by Symphonix
Any action by Symphonix under this Plan shall be by any individual duly
authorized by Symphonix to take such action.
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SECTION X - MISCELLANEOUS
10.1 Nonguarantee of Employment
Nothing contained in this Plan shall be construed as a contract of
employment between Symphonix and any Employee, or as a right of any
Employee to be continued in the employment of Symphonix, or as a
limitation of the right of Symphonix to discharge any of its Employees,
with or without cause.
10.2 Mailing Notices
Notices, accountings and reports required to be given by the Plan
Administrator may be given by personal delivery or by mail, addressed to
the party involved at the last address of such party recorded on the
general address files of the Plan Administrator. If given by mail, the
date of mailing shall be deemed to be the date as of which the same was
given or furnished to the addressee. Any notice required under the Plan
may be waived in writing by the person entitled to such notice.
10.3 Submitting Notices
All notices, designations and elections of Participants shall be submitted
to the Plan Administrator on forms and to the address specified by the
Plan Administrator.
10.4 Gender and Number
Whenever used in the Plan, words in the masculine gender shall include
masculine or feminine gender, and unless the context otherwise requires,
words in the singular shall include the plural, and words in the plural
shall include the singular.
10.5 Applicable Law
This Plan shall be construed and enforced in accordance with the laws of
the State of California to the extent not superseded by federal law.
10.6 Consolidated Omnibus Budget Reconciliation Act of 1985
Notwithstanding anything in the Plan to the contrary, to the extent
required by Code Section 4980B and the Proposed Treasury Regulations
thereunder (COBRA), a Qualified Beneficiary who would lose coverage under
an insurance contract or under the Health Care Expense Account upon the
occurrence of a qualifying event (as defined in Code Section 4980B(f)(3))
shall be permitted to continue coverage under the Plan by electing to make
the applicable contributions, on an after-tax basis, in accordance with
procedures established by the Administrator that are consistent with
COBRA. Symphonix shall provide notice to each covered Employee and his
Spouse of their rights under COBRA accordance with applicable law.
10.7 Family and Medical Leave Act
Notwithstanding anything in the Plan to the contrary, to the extent
Symphonix is subject to the provisions of the Family and Medical Leave Act
(FMLA) and the regulations thereunder, an Employee on leave of absence
under FMLA may choose to continue coverage under the Plan by making the
applicable contributions in the following modes as permitted under the
rules established by the Administrator and in compliance with the FMLA
regulations:
(a) Pre-payment made prior to the commencement of the FMLA period on a pre-tax
or after-tax basis; or,
(b) Pay-as-you-go basis during the term of the leave on an after-tax basis or
pre-tax basis to
the extent that the contributions are made from taxable compensation; or,
(c) Catch-up option so long as the employer and the Participant have agreed in
advance of the coverage period that the Employer will recoup contributions
on a pre-tax basis when the Participant returns from FMLA leave.
An Employee on FMLA leave may also revoke an existing election for the
remainder of the coverage period (i.e., to the end of the Plan Year) or
elect to be reinstated upon return from FMLA leave.
Where FMLA leave spans two cafeteria Plan Years, the Employee on FMLA
leave may only make an election for the remainder of the Plan Year in
which the FMLA leave begins.
10.8 Official Document
This document, together with all attachments and appendices, constitutes
the entire Plan, and it is the official Plan Document which sets forth in
particularly the terms and conditions of the Plan. Any discrepancy between
the terms, condition or language contained in this Plan document and the
terms, conditions or language of other documents will be resolved in
accordance with this Plan Document. If there are differences in
interpretations between this Plan Document and other documents, the
interpretation of this Plan Document shall prevail.
IN WITNESS WHEREOF, the undersigned authorized representative of Symphonix has
executed this amended and restated Plan this _________ day of
___________________, 19 ___, on behalf of Symphonix to evidence the adoption of
the Plan as set forth herein.
(Full Name)
By:____________________________________
Attest:
By ___________________________
Title ___________________________
APPENDIX A
Symphonix Devices, Inc.
Premium Contribution Plan
BENEFITS & COSTS
Effective Date
Effective January 1, 1999, the benefits and costs under the Plan are as follows:
Benefits
Benefits are available to Participants under the health plans sponsored by
Symphonix. A copy of the Plan document and its appendices are attached hereto.
Cost
The following schedule of bi-weekly contributions states the amount of premiums
required to pay the cost of the benefits elected by a Participant, subject to
the limitations set forth in the Symphonix Devices, Inc. Premium Contribution
Plan.
Bi-Weekly Contributions
(for the period beginning January 1, 1999)
Coverage Employee Employee Employee Employee
+ Spouse + Child(ren) + Family
HMO
PacifiCare $ 0 $ 0 $ 0 $ 0
United Healthcare $ 0 $ 0 $ 0 $ 0
Blue Shield $ 0 $ 0 $ 0 $ 0
CIGNA $ 4.62 $ 6.92 $ 6.92 $ 9.23
PPO
PacifiCare $10.15 $33.69 $33.69 $50.77
United Healthcare $ 7.85 $26.77 $26.77 $40.15
Blue Shield $10.15 $33.69 $33.69 $50.77
CIGNA $13.85 $46.15 $46.15 $69.23