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Exhibit 10.23
THE CHARLES RIVER LABORATORIES, INC.
EXECUTIVE LIFE INSURANCE/
SUPPLEMENTAL RETIREMENT INCOME PLAN
Amended and Restated
Effective January 1, 1998
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THE CHARLES RIVER LABORATORIES, INC.
EXECUTIVE LIFE INSURANCE/
SUPPLEMENTAL RETIREMENT INCOME PLAN
1. AMENDMENT AND RESTATEMENT. This Plan amends and restates, effective
January 1, 1998, The Charles River Laboratories, Inc. Executive Life
Insurance/Supplemental Retirement Income Plan (the "Plan") (previously referred
to in some prior documents as The Charles River Breeding Laboratories, Inc.
Executive Supplemental Insurance Plan). This Plan is the only such plan
maintained by the Charles River Laboratories, Inc.
2. PURPOSE. Charles River Laboratories, Inc. (the "Company") has adopted
this Plan for a select group of management employees in order to (a) attract,
retain and motivate qualified management employees, (b) facilitate the
retirement of such employees, and (c) in certain cases, provide survivor income
for the beneficiaries of such employees. 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
40l(a)(l) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and shall be interpreted and administered to the extent possible in a
manner consistent with that intent.
3. ADMINISTRATION. The Plan will be administered by a Committee of not
less than three officers or directors of the Company who will be appointed from
the Board of Directors of the Company and who will serve at the pleasure of the
Board. The Committee will have authority to interpret the provisions of the Plan
and decide all questions and settle all disputes which may arise in connection
with the Plan, and may establish its own operative and administrative rules and
procedures in connection therewith. All interpretations, decisions and
determinations made by Committee will be binding on all persons concerned. No
member of the Committee who is a Participant in
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this Plan may vote or otherwise participate in any decision or act with respect
to a matter relating solely to himself (or to himself and his beneficiaries).
4. PARTICIPATION. The Participants in the Plan will be such management
employees as may be selected from time to time by the Committee and approved by
the Board. Each Participant will be designated by the Committee as belonging to
either Group A or Group B or Group C for purposes of determining the
Participant's Vested Percentage under Section 7(c) below. A Participant may be
moved from Group B or Group C to Group A, or from Group C to Group B at the
discretion of the Committee, but no Participant shall be moved from Group A to
Group B or Group C or from Group B to Group C. The Committee may terminate an
employee's participation in the Plan (while he is still an employee), but no
such action will reduce the Company's obligation to any Participant below the
amount to which he would be entitled under the Plan as in effect immediately
prior to such action if his employment then terminated.
5. LIFE INSURANCE BENEFIT.
(a) The Company (or the Trustee, if applicable) will purchase and maintain
one or more insurance policies on the life of each Participant which,
upon death of the Participant (and subject to Section 5(b) below),
will pay directly to the Participant's beneficiary an amount equal to
(1) in the case of a Participant who dies while employed by the
Company, the excess of (A) four times his Current Compensation,
over (B) $50,000, and
(2) in the case of a Participant who dies after his employment with
the Company has terminated, subject to the provisions of
subsection (b) below, the excess of (A) four times his Current
Compensation times his Vested Percentage, as of the date his
employment with the
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Company terminates or the date participation in the Plan
terminates, if earlier, over (B) $50,000.
The Company (or the Trustee if applicable) shall be the sole and
absolute owner of any policy so purchased, and it may exercise all
ownership rights granted to the owner by the terms of the policy,
except as may otherwise be provided in the Plan.
On or before the due date of each policy premium, the Company shall
pay the premium amount, if any, to the insurer, or in the event the
policy has been assigned to the Trustee, the Company shall pay such
premium amount to the Trustee for payment to the insurer.
The Company and Participant shall take all necessary action to cause
the policy to comply with the provisions of the Plan. The Company and
the Participant shall execute such policy endorsements, split
ownership agreements, and/or such other documents as shall be
necessary or appropriate so that, to the maximum extent possible and
practicable, the death proceeds on each policy are paid directly by
the insurer to the one or more beneficiaries designated by the
Participant in accordance with Section 5.
If, in addition, or in lieu of the foregoing, the insurer requires
specific direction from the Company or Participant (or such
Participant's beneficiary) as to how the proceeds are to be paid, the
Company shall have the right to make such direction, or if the
policies have assigned such policies to the Trustee, the Trustee shall
have the right to make such direction, and the Participant (or the
Participant's beneficiary) shall execute any documents as shall be
required by the insurer to effect such direction.
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(b) As of the date of a Participant's supplementary retirement income
payments under Section 6 below begin (or, in the case of a Participant
who is not entitled to receive any supplementary retirement income
payments under Section 6, as of the date immediately following the
date of such Participant's termination of employment with the
Company), (i) the Company's obligations under this Section 5 to
purchase and maintain insurance or otherwise provide a death benefit
with respect to the Participant shall cease, (ii) the Participant will
have no further rights under this Section 5 or under any insurance
policy purchased hereunder, and (iii) if the Company (or, if
applicable, the Trustee of Grantor Trust described in Section 7 below)
in its discretion decides to continue to maintain any insurance
policies on the life of the Participant purchased under this Section 5
beyond the applicable date described above in this Section 5(b), the
Company (or, if applicable, the Trustee) and, if required by any such
policies, the Participant, shall take all steps necessary to name the
Company (or Trustee) as the sole beneficiary of such policies as of
such date. In addition, the company reserves the right to withhold the
Participant's supplementary retirement income payments under Section 6
until the Participant takes such steps described in the preceding
sentence.
(c) A Participant may designate one or more beneficiaries entitled to
receive benefits under this Section 5 in the event of his death on a
form satisfactory to the company and the insurance company or
companies issuing the policy or policies on his life hereunder,
HOWEVER, the Participant shall have no other rights or incidence of
ownership in any such policy. It is intended that any death benefit
payable under an insurance policy purchased under this Section 5 will
not be includible in the income of the beneficiary for federal income
tax purposes, but that the one year term cost of such life insurance
protection, as determined under the applicable provisions of the
Internal Revenue Code and the regulations and rulings thereunder, will
be
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includible in the gross income of a Participant while he has the right
to name a beneficiary entitled to receive the death benefit.
(d) A Participant shall cooperate fully with the Company in connection
with any such policy by submitting to such medical examinations and
providing such information as may be required from time to time by the
Company or an insurance company.
(e) The insurer shall be fully discharged from its obligations under the
policy by payment of the policy death benefit to the beneficiaries and
the Company named in the policy, subject to the terms and conditions
of the policy. In no event shall the insurer be considered a party to
the Plan. No provision of the Plan, shall in any way be construed as
enlarging, changing, varying or in any other way affecting the
obligations of the insurer as expressly provided in the policy, except
insofar as the provisions of the Plan are made a part of the policy by
the beneficiary designation, endorsement or other documents described
in (a) or (c) as filed with the insurer.
(f) Notwithstanding any provision contained in the Plan to the contrary, a
Participant shall have the right to name the beneficiary of the life
insurance death benefits provided under the Plan.
(g) The Company may apply for any policy in the name of the Trustee as
owner or assign ownership of any policy to the Trustee. If the Trustee
is or becomes the owner of any policy, it shall have all ownership
rights granted to the Company in the foregoing provisions of this
Section 5. Ownership of any policy by the Trustee shall not relieve
the Company of any obligations it may have under the foregoing
provisions of this Section 5 or from receiving any policy death
proceeds to which it is entitled under such provisions. Any death
proceeds received by the Trustee from any such policy which would
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be payable to the Company or a Participant's beneficiary, shall be so
paid by the Trustee promptly after its receipt of such proceeds so
that such proceeds constitute life insurance proceeds under the
Internal Revenue Code.
6. SUPPLEMENTARY RETIREMENT INCOME AFTER TERMINATION OF EMPLOYMENT.
(a) A Participant whose employment with the Company terminates for reasons
other than death and who survives to the date determined by the
Committee for the commencement of benefits under (b) below will be
entitled to a monthly supplementary retirement benefit equal to the
Participant's Supplementary Formula Amount, minus the Participant's
Pension Offset Amount, minus the Participant's Social Security Offset
Amount determined as of the first of the month in which the particular
payment is to be made,
(b) Supplementary payments to the Participant under this Section 6 will
begin on the first day of such month as may be determined by the
Committee in its sole discretion, provided that such benefit may
commence
(1) no earlier than the first day of the month coinciding with or
next following the later of the date the Participant attains age
59 and the date his employment with the Company terminates, and
(2) no later than the first day of the month coinciding with or next
following the later of the date the Participant attains age 65
and the date his employment with the Company terminates.
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(c) Once begun, supplementary payments to the Participant under this
Section 6 shall be made monthly in the form of a 15 year certain and
continuous annuity with a 50% surviving spouse feature. This form of
payment provides payments for the life of the Participant, but in any
event, for a minimum of 15 years from the date the first payment is
made. If the Participant dies prior to the expiration of such 15-year
period, his Surviving Spouse or, if there is no Surviving Spouse, his
designated beneficiary, will receive a monthly amount for the
remainder of the 15-year period equal to the monthly amount that would
be payable to the Participant under this Section 6 if he were still
alive on the date payment is to be made to the Surviving Spouse or the
other beneficiary. A Participant may designate a beneficiary entitled
to receive benefits under this Section 6 for the balance of the
15-year period in the event there is no Surviving Spouse, in writing
on a form satisfactory to the Company. If, after the death of a
Participant during the 15-year period there is no Surviving Spouse or
designated beneficiary, the present value of the monthly supplementary
retirement benefits remaining to be paid during the 15-year period,
determined using the Actuarial Equivalent Assumptions, shall be paid
as soon as practicable to the Participant's estate. Beginning with the
first day of the month next following the later of (i) the
Participant's death and (ii) the expiration of the 15-year period
described above, the Surviving Spouse (determined as of the date of
the Participant's death), if any, of a Participant who was receiving
monthly payments under this Section 6 shall receive a monthly amount
equal to 50 % of the amount that would be payable to the participant
under this Section 6 if he were still alive on the date payment is to
be made to the Surviving Spouse. Such payments to the Surviving Spouse
shall continue each month for the life of the Surviving Spouse.
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7. CERTAIN DEFINITIONS. For purpose of this Plan,
(a) A Participant's "Current Compensation" is (i) in the case of a
Participant who dies while still employed by the Company, the annual
rate of base salary, payable to the Participant in the calendar year
of his death plus 100% of the target incentive compensation (as
determined by the Company pursuant to its incentive compensation plans
as in effect form time to time) for the salary grade of the
Participant at the time of his death, and (ii) in the case of a
Participant who dies after his employment with the Company has
terminated, the amount that would be considered to be his Current
Compensation under (i) above if he had died while an employee of the
Company on the date his employment otherwise terminated.
(b) A Participant's "Supplementary Formula Amount" is equal to the product
of (i) the Participant's Vested Percentage determined as of the later
of the Participant's Termination Date as defined in the 1999 Charles
River Laboratories Officer Separation Plan or in the Participant's
individual severance agreement, if applicable, or the date his active
employment with the Company ceases, (ii) his Average Annual
Compensation determined as of the Termination Date, (as defined in
(i), and (iii) his Target Percentage determined as of the first date
on which monthly supplementary retirement payments are to be made to
the Participant under Section 6 above.
(c) A Participant's "Vested Percentage" at any point in time is determined
according to the applicable schedule below, based on whether he is a
member of Group A or Group B on Group C and on his years of service
with the Company (as such Years of Service for vesting purposes are
computed under The Pension Plan, and including any period of
severance, as of the date of determination):
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GROUP A
<Table>
<Caption>
Years of Service Vested Percentage
---------------- -----------------
Less than 5 0%
5 but less than 6 50%
6 but less than 7 60%
7 but less than 8 70%
8 but less than 9 80%
9 but less than 10 90%
10 or more 100%
</Table>
GROUP B
<Table>
<Caption>
Years of Service Vested Percentage
---------------- ------------------
Less than 5 0%
5 but less than 6 25%
6 but less than 7 30%
7 but less than 8 35%
8 but less than 9 40%
9 but less than 10 45%
10 but less than 11 50%
11 but less than 12 60%
12 but less than 13 70%
13 but less than 14 80%
14 but less than 15 90%
15 or more 100%
</Table>
GROUP C
<Table>
<Caption>
Years of Service Vested Percentage
---------------- ------------------
Less than 5 0%
5 but less than 6 25%
6 but less than 7 30%
7 but less than 8 35%
8 but less than 9 40%
9 but less than 10 45%
10 but less than 11 50%
11 but less than 12 55%
12 but less than 13 60%
13 but less than 14 65%
14 but less than 15 70%
15 but less than 16 75%
16 but less than 17 80%
17 but less than 18 85%
18 but less than 19 90%
19 but less than 20 95%
20 or more 100%
</Table>
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With regard to any Group C Participant, the Board may approve the
granting of additional Years of Service for purposes of determining
such Participant's vested Percentage.
Notwithstanding the above schedules, however, upon a Change of Control
the Vested Percentage of a Participant who became a Participant prior
to January 1, 1999 and who is employed by the Company on the date of
such Change of Control will be 100%, provided, however, that if a
change of Control occurs and if Participant's employment with the
Company is terminated by the Company for a reason other than cause
prior to the date upon which the Change of Control occurs, and the
Participant reasonably demonstrates that such termination of
employment (I) was at the request of a third party who has taken steps
reasonably calculated to effect a Change of Control or (ii) otherwise
arose in connection with or in anticipation of a Change of Control,
then such Participant's Vested Percentage will be 100%.
A Participant who became a Participant on or after January 1, 1999 and
who is employed by the Company on the date of such Change of Control
will be 5% vested for each full or partial year of service with the
Company.
(d) A Participant's "Average Annual Compensation" is the average of the
amounts payable as cash compensation for services performed and shown
as wages on copies of Form W-2 which was filed by the Company with the
Internal Revenue Service with respect to the Participant for the five
consecutive calendar years for which the aggregate wages were higher
than for any other five consecutive years, plus any amounts deferred
under Code Section 401(k) or Code Section 125.
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(e) A Participant's "Target Percentage", is determined according to the
following schedule, based on his attained age as of the date that the
first monthly supplementary retirement payment is to be made to him
under Section 6 above:
<Table>
<Caption>
Attained Age as of
Payment Commencement Target Percentage
-------------------- -----------------
59 but not 60 46%
60 but not 61 49%
61 but not 62 52%
62 or over 55%
</Table>
(f) A Participant's "Tension Offset Amount" is the amount that would be
payable to the Participant under The Pension Plan, beginning on the
date monthly supplementary retirement payments to the Participant are
to begin under Section 6(b) above, in the form of an annuity which, in
the case of a Participant who is married at the time his monthly
supplementary retirement payments are to begin, will pay an amount to
the Participant for his life and an equal amount to his Surviving
Spouse, if any, for the Spouse's life, and in the case of a
Participant who is not married at the time his monthly supplementary
retirement payments are to begin, will pay an amount for life of the
Participant only, regardless of when and in what form benefits under
The Pension Plan begin.
(g) A Participant's "Social Security Offset Amount" is equal to (i) in the
case of a monthly supplementary retirement payment to be made to a
Participant (or Surviving Spouse or other beneficiary) prior to the
date on which the Participant attains (or would have attained) age 62,
zero, (ii) in the case of
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a monthly supplementary retirement payment to be made to a Participant
(or Surviving Spouse or other beneficiary) who has attained (or would
have attained) age 62 and whose monthly supplementary retirement
payment first began prior to his attaining age 62, 50% of the monthly
Social Security Benefit which the Participant would receive, had he
begun to receive such Social Security benefit at age 62, and (iii) in
the case of a monthly supplementary retirement payment to be made to a
Participant (or Surviving Spouse or other beneficiary) who has (or
had) attained age 62 and whose supplementary monthly retirement
payments first began on or after the date the Participant attained age
62, 50% of the amount of monthly Social Security Benefit that the
Participant would receive if he had begun to receive such Social
Security Benefit on the date the Participant's monthly supplementary
retirement payments began. Social Security Benefit shall mean the
annual Social Security benefit, which reflects any reduction for
commencement prior to a Participant's Social Security Retirement Age
as determined under the Social Security Act in effect on the January 1
preceding the date benefits are assumed to commence under (ii) or
(iii) above, and based upon the following assumptions:
(1) the Participant had no earnings during the calendar year which
includes the date his employment with the Company terminates, or
in any subsequent calendar year; and
(2) the Participant's earnings in each prior year are equal to the
maximum amount of wages subject to old age survivor and
disability insurance tax under the Federal Insurance Act.
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(h) A "Change of Control" shall mean a change of control as defined in the
attached Schedule A hereto which occurs after the effective date of
this restatement.
(i) "The Pension Plan" is the Charles River Laboratories, Inc. Pension
Plan (Restated) as from time to time amended and in effect.
(j) The "Spouse" or "Surviving Spouse" is the spouse as described in The
Pension Plan as may be amended from time to time, for purposes of the
qualified joint and survivor annuity. However, in the event The
Pension Plan is no longer in existence, Spouse or Surviving Spouse
shall mean the individual to whom the Participant is married to at the
time of the Participant's death.
(k) The "Actuarial Equivalent Assumptions" means an interest rate equal to
the annual rate of interest on 30-year Treasury Constant Maturities
for the second full calendar month prior to the date of determination
and a mortality table based on a fixed blend of 50% of the male
mortality rates and 50% of the female mortality rates from the 1983
Group Annuity Mortality Table.
(l) The "Trustee" is the trustee from time to time of the trust described
in Section 8 below.
8. NATURE OF CLAIM FOR PAYMENTS.
(a) Except as herein provided the Company shall not be required to set
aside or segregate any assets of any kind to meet its obligations
hereunder. A Participant shall have no right on account of this Plan
in or to any specific assets of the Company (other than rights with
respect to life insurance
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policies purchased under Section 5 above). Any right to any payment
that a Participant may have on account of the Plan shall be those of a
general, unsecured creditor of the Company.
(b) The Company shall establish, a trust of which the Company is treated
as the grantor under Subpart E of Subchapter J, Chapter I of the
Internal Revenue Code (a "Grantor Trust"). The Company shall deposit
funds with the trustee of the Grantor Trust (the "Trustee") to
facilitate payments under the Plan.
The Company shall assign to the Trustee any life insurance policies
purchased under Section 5 which have not yet been so assigned. The
Company shall also deposit with the Trustee no later than January 30
of each calendar year amounts equal to (a)-(b) below:
(1) the present value, determined as hereinafter provided, of all
vested benefits under the Plan as determined as of December 31 of
the preceding year, including benefits in pay status and benefits
that may become payable in the future with respect to
Participants and their beneficiaries and any premiums required to
purchase and maintain life insurance policies under Section 5
above, less
(2) the value of all assets held in the Trust (using the cash
surrender value as the value of any life insurance policy held in
the Trust) determined as of the preceding December 31.
(c) Notwithstanding the above, in the event of a Change of Control, the
Company shall, within 30 days of such Change of Control, contribute to
the Grantor Trust the present value of all benefits under the Plan
that are or that became immediately vested as a result of the Change
of Control.
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The present value of benefits payable in the Plan shall be determined
by using the Actuarial Equivalent Assumptions, provided that a
Participant's compensation shall not be projected forward beyond the
Change of Control for purposes of determining the present value of
benefits for the required contribution to the Grantor Trust upon a
Change of Control
(d) In the event a Participant's employment with the Company is terminated
within two years of the Change of Control for any reason other than a
conviction or a plea of "no lo contende" for a crime against the
company or its employees, the present value of the Participant's
benefits under this Plan shall be immediately payable (within 60 days)
in the form of a single lump sum payment. The present value of the
Participant's benefit will be calculated using the Participant's
Termination Date, as defined in the 1999 Charles River Laboratories
Officer Separation Plan or in the individual severance agreements, if
applicable.
(e) In the event the Company obtains an opinion of counsel acceptable to
itself and the Trustee that under existing law the Plan would be
deemed "funded" for purposes of Title I of ERISA by reason of the
Trust, or that amounts held in the Trust or contributed thereto, or
earning thereon (other than amounts allocable to the one-year term
cost of any life insurance purchased a under Section 5 above, as
determined under the Internal Revenue Code or regulations or rulings
thereunder) would be includible in the income of Participants or their
beneficiaries prior to distribution from the Grantor Trust, and as a
result thereof the Grantor Trust is terminated or revoked, the Company
shall promptly (within 60 days of such determination) pay out to the
Participants (or, if any or the Participants has died, to the persons
or
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persons entitled to receive survivor benefits under (Section 6(c)
above) all benefits payable to the Participants as though the
employment of each Participant had been terminated within the two
years following the Change in Control as described in Section 8 (d)
above. Present values under paragraph 8 (d) and (e) above shall be
determined using the Actuarial Equivalent Assumptions.
In all events, the Company shall remain ultimately liable for the benefits
payable under this Plan, and to the extent the assets at the disposal of the
Trustee are insufficient to enable the Trustee to maintain any insurance policy
or pay any retirement or survivor benefit hereunder, the Company shall pay any
and all such premiums and any and all such retirement and survivor benefits
necessary to meet its obligations under the Plan.
9. ASSIGNMENT. The interest hereunder of any Participant or beneficiary
(including & Surviving Spouse) will not be alienable by the Participant or
beneficiary by assignment or any other method and will not be subject to be
taken by his creditors by any process whatsoever, and any attempt to cause such
interest to be so subjected will not be recognized, except to such except to
such extent as may be required by law.
The obligations of the Company hereunder shall be binding on its successors or
assigns, whether by merger, consolidation or acquisition of all or substantially
all of its business or assets.
10. NO CONTRACT OF EMPLOYMENT. The Plan will not be deemed to constitute a
contract of employment between the Company and any Participant, or to be
consideration for the employment of any Participant. The Plan will not be deemed
to give any Participant the right to be retained in the employ of the Company
and the Company reserves the right to discharge any Participant at any time.
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11. AMENDMENT. The Plan (including the attached Schedule A) may be altered,
amended or revoked in writing by the Company at any time, but no such action may
reduce the Company's obligation with respect to a Participant who is then still
employed by the Company below the amount to which he would be entitled under the
Plan as in effect immediately prior to such action if his employment then
terminated, and no such action may reduce the Company's obligation with respect
to a Participant whose employment with the Company has already then terminated.
12. GOVERNING LAW. This Plan shall be governed and construed in accordance with
the laws of the Commonwealth of Massachusetts to the extent not preempted by
federal law.
IN WITNESS WHEREOF, the Company, by its duly authorized officer, has
executed this amended and restated Plan, this 26th day of January, 1999.
CHARLES RIVER LABORATORIES, INC
By: /s/ JAMES C. FOSTER
----------------------------
Title: President & CEO
------------------------
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SCHEDULE A
Change of Control Definition
"Change of Control" shall mean the occurrence of any one of the following:
(a) Acquisition by any person, corporation, partnership limited liability
company or other entity (a "Person," which term shall include a group within the
meaning of the Securities Exchange Act of 1934 (the "Exchange Act")) of
beneficial ownership (within the meaning of the Exchange Act), directly or
indirectly of (i) any shares of common Stock or other equity securities of the
Company (the "Company Equity Securities") or (ii) 25% or more of the then
outstanding shares of common stock of the Parent (the "Parent Outstanding Common
Stock") or the combined voting power of the then outstanding voting securities
of the Parent entitled to vote generally in the election of the directors (the
"Parent Outstanding Voting Securities"); provided, however, that for purposes of
this subsection (a), the following acquisitions shall not constitute a Change of
Control; (i) any such acquisition of Company Equity Securities by the Parent,
(ii) any such acquisition of Parent Outstanding Common Stock or Parent
Outstanding Voting securities by or directly from the Parent or by any employee
benefit plan (or related trust) sponsored or maintained by the Parent or any
affiliate the Parent; or
(b) Failure for any reason of individuals who as the date hereof
constitute the board of directors (the "Incumbent Board") of the Parent or of
the Company to constitute at least two-thirds of the board of directors of the
respective company; provided, however, that any individual becoming a director
whose subsequent to the date hereof whose election or nomination for election
was approved by a vote of at lease two-thirds the Incumbent Board of the Parent
or the Company, as appropriate, shall be considered as though such individual
were a member of the Incumbent Board of the Parent or of the Company,
respectively, by excluding, for this purpose, any such individual whose initial
assumption of office occurs (i) as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the board of directors of the
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Parent or (ii) in contemplation of a Business Combination (as defined below); or
(c) Approval by the stockholders or board of directors of the Parent of a
reorganization, recapitalization, merger or consolidation or sale or other
disposition of all or substantially all of the assets in one or a series of
transactions (a "Business Combination") of the Parent or approval by the board
of directors of the Parent or the stockholders or board of directors of the
Company of a Business Combination of the Company, in each case, unless,
following such Business Combination, (i) all or substantially all of the
beneficial owners of the Parent Outstanding Common Stock and Parent Outstanding
Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, immediately following such Business Combination
more than 70% of, respectively, the outstanding shares of common stock and the
combined voting power of the then outstanding voting securities, as the case may
by, of the Person which results from such Business Combination or which as a
result of such transaction owns the Parent or all or substantially all of
Parent's assets either directly or through one or more subsidiaries in
substantially the same proportions as their ownership, immediately prior to such
Business Combination of the Parent Outstanding Common Stock and Parent
Outstanding Voting Securities, as the case may be, (ii) all of the Company
Equity securities are owned by the Parent or one of its wholly owned
Subsidiaries, (iii) no Person (excluding any corporation resulting from such
Business Combination of the Parent) beneficially owns, directly or indirectly,
25% or more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination of the Parent or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination of the Parent and (iv) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board of the Parent or the Company at
the time of the execution of the initial agreement, or of the action or the
board or stockholders, providing for such Business Combination of the Parent or
of the Company, respectively; or
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(d) Approval by the board of directors or the stockholders of the Parent
of a complete liquidation or dissolution of the Parent or approval by the board
or directors of the Parent or the board of directors or stockholders of the
Company of a complete liquidation or dissolution of the Company; or
(e) Occurrence of any event, or the approval by the board of directors or
stockholders of the Parent or of the Company of any event, which would require
the Parent or the Company to file a Current Report on form 8-K pursuant to
Section 13 or 15(d) of the Exchange Act, regardless of whether the Parent or the
Company is a reporting company subject to the requirements of the Exchange Act.
21
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THE CHARLES RIVER LABORATORIES, INC.
EXECUTIVE LIFE INSURANCE/SUPPLEMENTAL RETIREMENT INCOME PLAN
Restated as of January 1, 1998
AMENDMENT NUMBER 1
Charles River Laboratories, Inc. hereby amends the Charles River
Laboratories, Inc. Executive Life Insurance/Supplemental Retirement Income Plan
(the "Plan"), effective July 8, 1999, as follows:
1. Section 7(c) of the Plan is hereby amended to delete the last two
paragraphs of such section and replace such paragraphs with the following:
Notwithstanding any provision in the Plan or Grantor Trust to the contrary,
a Change in Control shall not in any way affect a Participant's Vested
Percentage.
2. Section 7(k) of the Plan shall be deleted in its entirety.
3. Section 8(c) shall be replaced in its entirety with the following:
Within 30 days of a Change in Control, the Company shall contribute to the
Grantor Trust the amount set forth in Section 8(b) except that such
calculation shall be performed as of the date of the Change in Control.
For purposes of calculating the Company's funding obligation under this
Section 8(c) and Section 8(b), the present value of benefits payable in the
future shall be determined using appropriate assumptions then used under
The Pension Plan; PROVIDED that a Participant's compensation shall not be
projected forward beyond the year of the Change of Control for purposes of
determining such present value of benefits for the required contribution to
the Grantor Trust upon a Change in Control
4. The following new Section 13 shall be added to the Plan to read as follows:
13. INTERNAL REORGANIZATION AND SUCCESSOR SPONSORSHIP. Notwithstanding any
provision to the contrary, the transfer of substantially all of the
assets of the Company to a direct or indirect wholly owned subsidiary
of Bausch & Lomb Incorporated shall not constitute a Change in
Control. The transfer of a participant from being an employee of the
Company or its related businesses to an employee of a direct or
indirect wholly owned subsidiary of Bausch & Lomb Incorporated as a
result of the transaction described in the immediately preceding
sentence shall not be treated as a termination of employment with the
Company for purposes of this Plan. A company that is the successor to
substantially all of the assets of the Company may assume sponsorship
and all assets and liabilities pertaining to the Plan.