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QUEST DIAGNOSTICS SUPPLEMENTAL DEFERRED COMPENSATION PLAN

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Title: QUEST DIAGNOSTICS SUPPLEMENTAL DEFERRED COMPENSATION PLAN
Governing Law: New Jersey     Date: 2/17/2009
Industry: Healthcare Facilities     Sector: Healthcare

QUEST DIAGNOSTICS SUPPLEMENTAL DEFERRED COMPENSATION PLAN, Parties: quest diagnostics inc
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EXHIBIT 10.24

QUEST DIAGNOSTICS

SUPPLEMENTAL DEFERRED COMPENSATION PLAN

(POST – 2004)

AMENDED DECEMBER 30, 2008


PREAMBLE

Effective as of January 1, 1999, Quest Diagnostics adopted the Quest Diagnostics Supplemental Deferred Compensation Plan for the benefit of certain of its Employees. As a result of the enactment in 2004 of Section 409A of the Internal Revenue Code of 1986, as amended, Quest Diagnostics has adopted this document, the Quest Diagnostics Supplemental Deferred Compensation Plan (Post – 2004), to reflect the terms that will govern amounts that are deferred (within the meaning of Treas. Reg. §1.409A-6(a)(1)) under the Plan in taxable years beginning on and after January 1, 2005. The terms of the Plan as in effect on October 3, 2004 will continue to govern amounts under the Plan that were deferred (within the meaning of Treas. Reg. §1.409A-6(a)(1)) during taxable years beginning prior to January 1, 2005. For these purposes, an amount is considered deferred before January 1, 2005, if before such date, the Participant had a legally binding right to be paid the amount (within the meaning of Treas. Reg. §1.409A-1(b)(1)), and the right to the amount was earned and vested (within the meaning of Treas. Reg. §1.409A-6(a)). The purpose of the Plan is to provide supplemental retirement income and to permit eligible Employees the option to defer receipt of Compensation, pursuant to the terms of the Plan. The Plan is intended to be an unfunded deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Subtitle B of Title I of ERISA to the maximum extent permissible under the provisions thereof.


TABLE OF CONTENTS

 

 

 

ARTICLE 1.          DEFINITIONS

1

 

 

1.1

Definitions

1

 

 

 

ARTICLE 2.          PARTICIPATION

4

 

 

2.1

Commencement of Participation

4

2.2

Resumption of Participation Following Reemployment

4

2.3

Change in Employment Status

4

 

 

 

ARTICLE 3.          CONTRIBUTIONS

5

 

 

3.1

Deferral Contributions

5

3.2

Participating Employer Contributions

6

3.3

Transfer of Funds

7

 

 

 

ARTICLE 4.          PARTICIPANTS’ ACCOUNTS

8

 

 

4.1

Individual Accounts

8

4.2

Accounting for Payments

8

 

 

 

ARTICLE 5.          INVESTMENT OF CONTRIBUTIONS

9

 

 

5.1

Manner of Investment

9

5.2

Investment Decisions

9

 

 

 

ARTICLE 6.          PAYMENT OF ACCOUNT

10

 

 

6.1

Payment on Specified Date

10

6.2

Distribution of Vested Account upon Termination of Employment

10

6.3

Distribution upon Death; Beneficiaries

10

6.4

Payment Due to an Unforeseen Emergency

11

6.5

Adjustment for Investment Experience During Installment Plan

11

6.6

Section 409A and Payment Dates

11

6.7

Payment in the Event of Taxation

11

6.8

Valuations

11

6.9

Spendthrift Provision

11

6.10

Facility of Payment

12

6.11

Discharge of Obligations

12

6.12

Taxes

12

 

 

 

ARTICLE 7.          AMENDMENT AND TERMINATION

13

 

 

7.1

Amendment by Quest Diagnostics

13

7.2

Retroactive Amendments

13

7.3

Plan Termination

13

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7.4

Payment upon Termination of the Plan

13

 

 

 

ARTICLE 8.          THE TRUST

14

 

 

8.1

Establishment of Trust

14

 

 

 

ARTICLE 9.          MISCELLANEOUS

15

 

 

9.1

Limitation of Rights

15

9.2

Furnishing Information

15

9.3

Information between the Administrator and Trustee

15

9.4

Notices

15

9.5

Writings and Electronic Communications

15

9.6

Governing Law

15

9.7

Construction

15

9.8

Section 409A Compliance

16

 

 

 

ARTICLE 10.        PLAN ADMINISTRATION

17

 

 

10.1

Powers and Responsibilities of the Administrator

17

10.2

Claims and Review Procedures

17

10.3

Plan’s Administrative Costs

18

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Article 1.

Definitions.

1.1 Definitions . Pronouns used in the Plan are in the masculine gender but include the feminine gender unless the context clearly indicates otherwise. Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

(a) “Account” means an account established on the books of a Participant’s Employer for the purpose of recording Deferral Contributions, Employer Contributions and Supplemental Contributions credited on behalf of a Participant in respect of compensation for services to such Employer and any notional income, expenses, gains or losses related thereto. For purposes of this Plan document, “Account” shall include only amounts that are deferred within the meaning of Treas. Reg. §1.409A-6(a)(1)) during taxable years beginning on and after January 1, 2005. The Administrator may establish such subaccounts as it deems appropriate for the administration of the Plan.

(b) “Administrator” means Quest Diagnostics acting through its officers and employees.

(c) “Appeals Committee” means the Quest Diagnostics Appeals Committee, which is designated from time to time by the Administrator to administer the claims and review procedures specified in Section 10.2.

(d) “Beneficiary” means the person or persons entitled under Section 6.3 to receive benefits under the Plan upon the death of a Participant.

(e) “Bonus” means the cash bonus that is payable each March (if not deferred pursuant to Section 3.1) under the Senior Management Incentive Plan, the Quest Diagnostics Incorporated Management Incentive Plan or the pursuant to a Goalsharing Plan.

(f) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(g) “Compensation” shall have the meaning ascribed to the term “Deferral Compensation” by the Profit Sharing Plan; provided that any exclusion attributable to (i) deferred compensation deferred pursuant to this Plan or (ii) limits imposed by Code Section 401(a)(17) shall not apply.

(h) “Deferral Contributions” means those amounts credited to a Participant’s Account pursuant to Section 3.1.

(i) “Eligible Employee” means an Employee of an Employer who is determined by the Administrator to be among a select group of management or highly compensated Employees and who is designated by the Administrator as an Eligible Employee for purposes of the Plan.

(j) “Employee” means any employee of an Employer.

(k) “Employer” means Quest Diagnostics and any successors and assigns unless otherwise provided herein, and shall include any Related Employer or other affiliated employer adopting this Plan.


(l) “Employer Contributions” means amounts credited to a Participant’s Account pursuant to Section 3.2.

(m) “Employer Stock” means any class of common stock of Quest Diagnostics or the preferred stock of Quest Diagnostics that is convertible into common stock.

(n) “ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended.

(o) “Goalsharing Plan” mean a Goalsharing Plan, as in effect from time to time.

(p) “Participant” means any Eligible Employee who has filed in accordance with Article 2 an election to defer Compensation pursuant to Section 3.1.

(q) “Plan” means the Quest Diagnostics Supplemental Deferred Compensation Plan as in effect from time to time.

(r) “Plan Year” means the calendar year.

(s) “Profit Sharing Plan” means the Profit Sharing Plan of Quest Diagnostics Incorporated, as amended from time to time.

(t) “Quest Diagnostics” means Quest Diagnostics Incorporated.

(u) “Quest Diagnostics Incorporated Management Incentive Plan” means the Quest Diagnostics Incorporated Management Incentive Plan, as in effect from time to time.

(v) “Related Employer” means any employer other than Quest Diagnostics, if Quest Diagnostics and such other employer are members of a controlled group of corporations (as defined in Section 414(b) of the Code) or an affiliated service group (as defined in Code Section 414(m)), or are trades or businesses (whether or not incorporated) which are under common control (as defined in Code Section 414(c)), or such other employer is required to be aggregated with Quest Diagnostics pursuant to regulations issued under Code Section 414(o).

(w) “Section 401(a)(17) Limit” means the maximum amount of annual compensation that can be taken into account by the Profit Sharing Plan pursuant to Code Section 401(a)(17).

(x) “Section 409A Regulations” means the regulations and other administrative guidance issued under Code Section 409A.

(y) “ Senior Management Incentive Plan” means the Quest Diagnostics Incorporated Senior Management Incentive Plan, as in effect from time to time.

(z) “Signing Bonus” means a bonus that is negotiated with an Employee prior to the commencement of his employment and that is designated a “signing bonus”.

(aa) “ SMIP Bonus Subaccount ” means the portion of a Participant’s Account that may be established and maintained by the Administrator on behalf of each Participant who elects to defer

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a portion of his Bonus payable under the Senior Management Incentive Plan and any other plan intended to pay performance-based compensation within the meaning of Code Section 162(m)(4)(c).

(bb) “ Supplemental Contribution ” means an additional discretionary Employer Contribution credited to a Participant’s Account pursuant to Section 3.2.

(cc) “Trust” means the trust fund established pursuant to the terms of the Plan.

(dd) “ Trust Agreement ” means the agreement by and among the Trustee and each Employer establishing the Trust.

(ee) “Trustee” means the corporation or individuals named in the Trust Agreement and such successor and/or additional trustees as may be named in accordance with the Trust Agreement.

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Article 2.

Participation.

2.1 Commencement of Participation . Each Eligible Employee who has an election in effect to defer Compensation in accordance with Section 3.1 or has an Account is a Participant in this Plan. Each other Eligible Employee shall become a Participant in this Plan after he has timely filed an election to defer Compensation pursuant to Section 3.1 that has become irrevocable or has a Supplemental Contribution credited to his Account.

2.2 Resumption of Participation Following Reemployment . If a Participant ceases to be an Employee and thereafter returns to the employ of an Employer, he may again become a Participant following his reemployment, provided he is an Eligible Employee and has timely filed an election to defer Compensation pursuant to Section 3.1.

2.3 Change in Employment Status . If any Participant continues in the employ of an Employer but ceases to be an Eligible Employee, he shall continue to be a Participant until the entire amount of the value of his Account is paid; provided, however, he shall not be entitled to make Deferral Contributions or receive an allocation of Employer Contributions or Supplemental Contributions after the end of the Plan Year in which he ceases to be an Eligible Employee and during the remainder of the period that he is not an Eligible Employee.

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Article 3.

Contributions.

3.1 Deferral Contributions .

(a) Participant deferral elections . Each Participant may elect to defer (1) up to fifty (50) percent (in whole percentages) of his regular salary to the extent his Compensation that is taken into account under the Profit Sharing Plan for the Plan Year in which his regular salary is earned exceeds the Section 401(a)(17) Limit (no portion of any bonus payment, including the Bonus, shall be eligible for deferral under this provision), (2) up to ninety-five (95) percent (in whole percentages) of his Bonus to the extent his Compensation that is taken into account under the Profit Sharing Plan for the Plan Year in which the Bonus is paid exceeds the Section 401(a)(17) Limit and (3) up to one hundred (100) percent (in whole percentages) of his Signing Bonus, regardless of whether his Compensation is in excess of the Section 401(a)(17) Limit.

(b) Timing of deferral elections .

 

 

 

(1) In general . An election to defer Compensation will be timely if it is filed in accordance with procedures established by the Administrator which shall require elections to be filed no later than December 31 of the Plan Year prior to the Plan Year to which the deferral election applies.

 

 

 

(2) First year of eligibility . If an individual is designated by the Administrator as an Eligible Employee during the Plan Year, such Employee may file an election to defer Compensation within 30 days following the date of such designation; provided , however , that such Employee is not already participating in another elective nonqualified deferred compensation plan that would be aggregated with this Plan under the Section 409A Regulations, and provided further that such election shall apply only to Compensation earned for periods after the election is made in accordance with the Section 409A Regulations.

(c) Effectiveness of deferral election . An election made in accordance with Section 3.1(b)(1), shall become effective on the first day of the Plan Year following the Plan Year in which the deferral election is made. It will apply only to Compensation earned and payable with respect to services rendered after such date. Thus, for example, an election that becomes irrevocable on December 31, 2009 will apply to defer any salary to be earned in 2010 or a Bonus that will be earned in 2010 and paid in early 2011. An election made in accordance with Section 3.1(b)(2) will apply on the first day of the first payroll period that follows receipt by the Administrator of such election and shall apply to defer Compensation relating to all services performed from the date that it becomes effective through the balance of the Plan Year (unless such election expressly extends beyond such time). Once an election becomes irrevocable, it will apply to all covered Compensation for services performed through the end of the Plan Year (except as provided in Section 3.1(f)).

(d) Commencement of deferrals .

 

 

 

(1) Deferrals made pursuant to Sections 3.1(a)(1) and 3.1(a)(2). For a Participant who has a deferral election solely under 3.1(a)(1), deferrals shall commence as of the payroll period next following the payroll

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period in which the Participant’s Compensation exceeds the Section 401(a)(17) Limit. If a Participant’s Compensation for a Plan Year exceeds the Section 401(a)(17) Limit on account of payment of Bonus and the Participant has made a deferral election pursuant to Section 3.1(a)(2), then deferrals shall commence as of the payroll period coincident with the payroll period in which the Bonus is paid.

 

 

 

(2) Deferrals made pursuant to Sections 3.1(a)(3). Deferrals of Signing Bonus pursuant to Sections 3.1(a)(3) shall be made in the payroll period in which the Signing Bonus otherwise would have been paid.

(e) Crediting to Account . An Employer shall credit to the Account maintained on behalf of a Participant the amount of Compensation deferred pursuant to such Participant’s election under Section 3.1(a).

(f) Election irrevocable except as required pursuant to Profit Sharing Plan . A Participant who has made a hardship withdrawal under the Profit Sharing Plan shall have his deferral election cancelled, may not defer Compensation under this Plan for a period of at least six months from the date of the withdrawal and must make an election as specified pursuant to Section 3.1(b)(1) in order to resume deferrals under the Plan.

(g) Election forms . All Participant elections pursuant to this Section 3.1 shall be on forms prescribed by the Administrator.

(h) Vesting of Deferral Contributions . A Participant shall be fully vested in the Deferral Contributions credited to his Account.

3.2 Participating Employer Contributions .

(a) Employer Contributions . An Employer shall credit an Employer Contribution to the Account maintained on behalf of each Participant who had Deferral Contributions credited to his Account for a payroll period; provided, that such Employer Contributions shall only be credited on Compensation that is in excess of the Section 401(a)(17) Limit. Notwithstanding the preceding sentence, no Employer Contribution shall be credited to the Account of a Participant who is also a participant in the Quest Diagnostics Transferee Pension Plan for former Corning Incorporated employees. The amount of the Employer Contribution to be credited on behalf of a Participant shall be equal to the applicable percentage that is specified from time to time in Section 3.2 of the Profit Sharing Plan of the Deferral Contributions made on behalf of the Participant.

(b) Supplemental Contributions . A Participant’s Employer may, from time to time in its sole discretion, credit a Supplemental Contribution to a Participant’s Account in an amount determined by such Employer in its sole discretion and without regard to any Deferral Contribution elected by such Participant.

(c) Vesting of Employer Contributions and Supplemental Contributions . A Participant shall be fully vested in the Employer Contributions credited to his Account. Unless otherwise specified by the Employer at the time the Supplemental Contribution is made, a Participant shall

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be fully vested in the Supplemental Contributions credited to his Account. Any portion of the value of a Participant’s Account attributable to a Supplemental Contribution that is not fully vested at the time he terminates employment shall be forfeited.

3.3 Transfer of Funds . The


 
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