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Exhibit 10.2
PERKINELMER, INC.
2008 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(January 1, 2008)
TABLE OF
CONTENTS
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Article 1
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PURPOSE AND INTENT
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1
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Article 2
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DEFINITIONS
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2
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Article 3
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ADMINISTRATION
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11
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Article 4
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PARTICIPATION
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12
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Article 5
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PLAN BENEFITS
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13
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Article 6
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VESTING
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16
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Article 7
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CHANGE IN CONTROL
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17
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Article 8
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FORFEITURE OF BENEFITS
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18
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Article 9
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AMENDMENT OR TERMINATION
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19
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Article 10
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CLAIMS PROCEDURES
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20
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Article 11
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GENERAL PROVISIONS
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22
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Article 1
PURPOSE AND INTENT
PerkinElmer, Inc. maintains the PerkinElmer, Inc. 2008
Supplemental Benefits Retirement Plan (the "Plan") to increase the
overall effectiveness of the Company’s executive compensation
program; to attract, retain and motivate qualified senior
executives; to provide retirement benefits more closely related to
Total Compensation; and to soften the financial impact of early
retirement for Participants. The Plan is intended to be "a plan
which is unfunded and is maintained by an employer primarily for
the purpose of providing deferred compensation for a select group
of management or highly compensated employees" within the meaning
of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and
shall be interpreted and administered in a manner consistent
therewith.
This Plan is effective January 1, 2008, except that
provisions implementing the requirements of section 409A of the
Internal Revenue Code of 1986, as Amended (the "Code") are
effective January 1, 2005. Benefits accrued and vested under
the PerkinElmer, Inc. Supplemental Executive Retirement Plan (the
"Old SERP") as of December 31, 2004 and not materially
modified thereafter (the "Grandfathered Benefits") will be
administered under the terms of the Old SERP. This Plan replaces
the Old SERP, which remains in existence solely to hold
Grandfathered Benefits. Those benefits formerly governed by the
terms and conditions of the Old SERP which are not Grandfathered
Benefits and benefits accrued on or after January 1, 2005 are
administered under and governed by this Plan. This Plan is intended
to provide for deferred compensation that is subject to and
compliant with the requirements of section 409A of the Code and the
guidance issue pursuant thereto. The Plan shall be administered and
interpreted to the extent possible in a manner consistent with that
intent.
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Article 2
DEFINITIONS
Whenever used herein, unless the context clearly indicates
otherwise, the following words and phrases shall have the meanings
herein specified, and the following definitions shall be equally
applicable to both the singular and plural forms of any of the
terms herein defined. The masculine pronoun whenever used herein
shall include the feminine and neuter genders and the singular
number as used herein shall include the plural, and the plural the
singular, unless the context clearly indicates a different
meaning.
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2.1
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Actuarial
Equivalence means a benefit of equivalent value to the
benefit which otherwise would have been provided determined on the
basis of the 1971 Group Annuity Mortality Table with no loading,
and projected by Scale E, with a one-year age setback for the
Participant and a five (5) year age setback for any
Beneficiary, and on the basis of an interest rate of 7%. If a lump
sum payment is made pursuant to Section 7.4, the single sum
present value shall be calculated using the applicable interest
rate and applicable mortality table promulgated by the Code
Section 417(e)(3) as in effect on the first day of the
calendar year.
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2.2
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Average Total
Compensation means the average annual Total Compensation
of a Participant for the highest five (5) successive years of
Credited Service for which the Participant is directly compensated
by the Company out of the last ten (10) years of such Credited
Service prior to age 65 or earlier Termination of
Employment.
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2.3
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Basic Plan means
the PerkinElmer, Inc. Employees Retirement Plan under which a
Participant is entitled to receive benefits.
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2.4
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Basic Plan Benefit
means the annual benefit payable under the Basic Plan in the form
of a straight-life annuity at the time of retirement or at age 65,
whichever benefit is greater.
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2.5
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Change In Control
means an event or occurrence set forth in any one or more of
paragraphs (a) through (d) below (including an event or
occurrence that constitutes a Change in Control under one of such
subsections but is specifically exempted from another such
subsection):
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2
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a.
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the acquisition by an individual,
entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (a "Person") of beneficial ownership of any capital
stock of the Company if, after such acquisition, such Person
beneficially owns (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) 20% or more of either (A) the
then-outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (B) the combined voting
power of the then-outstanding securities of the Company entitled to
vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that for purposes
of this paragraph (a), none of the following acquisitions of
Outstanding Company Common Stock or Outstanding Company Voting
Securities shall constitute a Change in Control: (I) any
acquisition directly from the Company (excluding an acquisition
pursuant to the exercise, conversion or exchange of any security
exercisable for, convertible into or exchangeable for common stock
or voting securities of the Company, unless the Person exercising,
converting or exchanging such security acquired such security
directly from the Company or an underwriter or agent of the
Company), (II) any acquisition by the Company, (III) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company, or (IV) any acquisition by any
corporation pursuant to a transaction which complies with
subclauses (A) and (B) of subsection (c) of this
Section 2.5; or
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b.
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such time as the Continuing
Directors (as defined below) do not constitute a majority of the
Board (or, if applicable, the Board of Directors of a successor
corporation to the Company), where the term "Continuing Director"
means at any date a member of the Board (A) who was a member
of the Board on the date of the execution of this Agreement or
(B) who was nominated or elected subsequent to such date by at
least a majority of the directors who were Continuing
Directors
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3
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at the time of such nomination or
election or whose election to the Board was recommended or endorsed
by at least a majority of the directors who were Continuing
Directors at the time of such nomination or election; provided,
however, that there shall be excluded from this clause (B) any
individual whose initial assumption of office occurred as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents, by or on behalf of a person
other than the Board; or
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c.
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the consummation of a merger,
consolidation, reorganization, recapitalization or statutory share
exchange involving the Company or a sale or other disposition of
all or substantially all of the assets of the Company (a "Business
Combination"), unless, immediately following such Business
Combination, each of the following two conditions is satisfied:
(A) all or substantially all of the individuals and entities
who were the beneficial owners of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or
indirectly, more than 50% of the then-outstanding shares of common
stock and the combined voting power of the then outstanding
securities entitled to vote generally in the election of directors,
respectively, of the surviving, resulting or acquiring corporation
in such Business Combination (which shall include, without
limitation, a corporation which as a result of such transaction
owns the Company or substantially all of the Company’s assets
either directly or through one or more other entities) (such
resulting or acquiring corporation is referred to herein as the
"Acquiring Corporation") in substantially the same proportions as
their ownership, immediately prior to such Business Combination, of
the Outstanding Company Stock and Outstanding Company Voting
Securities, respectively; and (B) no Person beneficially owns,
directly or indirectly, 20% or more of the then outstanding shares
of common stock of the Acquiring Corporation, or of the combined
voting power of the then-outstanding securities of such corporation
entitled to vote generally in the election of directors (except to
the extent that such ownership existed prior to the Business
Combination); or
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d.
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approval by the stockholders of the
Company of a complete liquidation or dissolution of the
Company.
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2.6
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Committee means the
Compensation and Benefits Committee of the PerkinElmer, Inc. Board
of Directors, or any successor committee charged with
responsibility relating to compensation of the Company’s
executive officers.
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2.7
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Company means
PerkinElmer, Inc. and any subsidiary of which PerkinElmer, Inc.
controls 50 percent or more of the voting stock.
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2.8
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Credited Service
shall be determined in accordance with the following:
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a.
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A Participant shall accrue a full
year of Credited Service for each year in which he has at least
2,080 Hours of Service. In any year in which a Participant has less
than 2,080 Hours of Service, the Participant shall be deemed to
complete 1
/ 12 of
a year of Credited Service for each 173 1 / 3 Hours of Service completed during such
year.
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b.
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Service with a company other than
the Company may, at the discretion of the Committee, be deemed to
be Credited Service.
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c.
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If a Participant who has completed
ten (10) or more Years of Service becomes a Disabled
Participant, the period of disability up to age 65 shall be counted
as Credited Service regardless of whether the Participant remains
in the employ of the Company.
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d.
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A Participant shall in no event be
deemed to accrue more than one full year of Credited Service with
respect to any year.
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e.
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If the Participant was an Employee
of the Company, terminated his Employment and is rehired, the
following rules shall apply in determining his years of Credited
Service:
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(i)
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in the case of a Participant who had
five (5) or more Years of Service, his years of Credited
Service accrued during his prior period of Employment shall be
reinstated as of the date of his re-employment; and
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(ii)
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in the case of a Participant whose
Employment terminated before completing five (5) Years of
Service, his years of Credited Service accrued during his prior
period of Employment shall be reinstated unless the
"Break-in-Service" exceeds the greater of: (a) five
(5) years, or (b) the number of prior Years of
Service.
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f.
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If so provided in an employment
agreement in effect between the Participant and the Company, in the
case of a Participant who receives payment of his Plan Benefit
following a Change in Control pursuant to Section 7.4,
Credited Service shall mean the Participant’s Credited
Service as otherwise determined pursuant to (a) through
(e) above increased by three (3) additional
years.
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g.
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If so provided in an employment
agreement in effect between the Participant and the Company, for
purposes of calculating a Participant’s Plan Benefit
following his termination by the Company without cause, Credited
Service shall mean the Participant’s Credited Service as
otherwise determined pursuant to (a) through (e) above
increased by the period of months or years provided in the
Participant’s employment agreement.
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2.9
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Disabled
Participant means a Participant who incurs a physical or
mental condition which, as determined by the Federal Social
Security Administration, renders the Participant eligible to
receive disability benefits under Title II of the Federal Social
Security Act, as amended from time to time.
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2.10
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Eligible Spouse
means a person who was legally married to the Participant on the
date of retirement or, if not retired, the date of death.
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2.11
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Employee means any
person employed by the Company or a Participating Employer or a
successor in a merger or other reorganization.
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2.12
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Employment means
service in the employ of the Company, or a successor in a merger or
other reorganization.
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2.13
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Executive Officer
means an officer of the Company.
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2.14
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Hour of Service
means an "hour of service" as defined in the Basic Plan.
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2.15
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Participant means
an individual who participates in the Plan in accordance with
Article 4.
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2.16
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Participating
Employer means PerkinElmer, Inc., and any affiliated
employer designated as a "participating employer" by the
Committee.
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2.17
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Plan Benefit means
the annual benefit payable in accordance with the Plan.
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2.18
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Plan Year means the
calendar year.
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2.19
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Social Security
Benefit means the estimated annual Primary Old Age
Insurance Amount which the Participant would be entitled to receive
at retirement under the Federal Social Security Act; provided,
however, that the Social Security Benefit for a Participant who
dies or retires prior to age 65 shall be calculated on such date as
if:
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a.
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the Participant will not receive any
future wages which would be treated as wages for purposes of the
Federal Social Security Act; and
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b.
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the Participant had elected to begin
receiving Social Security as of the earliest age then allowable to
the Participant under said Act.
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2.20
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Social Security Tax
Base means the 35 year average of maximum wages upon
which Social Security taxes were based during each of the calendar
years ending with the calendar year in which the Employee reaches
his Normal Retirement Date (as defined under the Basic Plan),
assuming no change in the Social Security maximum taxable wage
after the Employee’s Termination of Employment. In
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