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
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ARTICLE
1. DEFINITIONS
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1
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1.1
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Definitions
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1
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ARTICLE
2. PARTICIPATION
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4
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2.1
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Commencement of
Participation
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4
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2.2
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Resumption of Participation
Following Reemployment
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4
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2.3
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Change in Employment
Status
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4
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ARTICLE
3. CONTRIBUTIONS
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5
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3.1
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Deferral Contributions
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5
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3.2
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Participating Employer
Contributions
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6
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3.3
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Transfer of Funds
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7
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ARTICLE
4. PARTICIPANTS’
ACCOUNTS
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8
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4.1
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Individual Accounts
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8
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4.2
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Accounting for
Payments
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8
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ARTICLE
5. INVESTMENT
OF CONTRIBUTIONS
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9
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5.1
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Manner of Investment
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9
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5.2
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Investment Decisions
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9
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ARTICLE
6. PAYMENT
OF ACCOUNT
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10
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6.1
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Payment on Specified
Date
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10
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6.2
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Distribution of Vested Account
upon Termination of Employment
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10
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6.3
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Distribution upon Death;
Beneficiaries
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10
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6.4
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Payment Due to an Unforeseen
Emergency
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11
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6.5
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Adjustment for Investment
Experience During Installment Plan
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11
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6.6
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Section 409A and Payment
Dates
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11
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6.7
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Payment in the Event of
Taxation
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11
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6.8
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Valuations
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11
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6.9
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Spendthrift Provision
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6.10
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Facility of Payment
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12
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6.11
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Discharge of
Obligations
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12
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6.12
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Taxes
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12
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ARTICLE
7. AMENDMENT
AND TERMINATION
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13
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7.1
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Amendment by Quest
Diagnostics
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7.2
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Retroactive Amendments
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7.3
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Plan Termination
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7.4
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Payment upon Termination of the
Plan
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ARTICLE
8. THE
TRUST
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14
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8.1
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Establishment of Trust
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ARTICLE
9. MISCELLANEOUS
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15
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9.1
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Limitation of Rights
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9.2
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Furnishing Information
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9.3
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Information between the
Administrator and Trustee
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15
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9.4
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Notices
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9.5
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Writings and Electronic
Communications
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9.6
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Governing Law
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15
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9.7
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Construction
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15
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9.8
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Section 409A
Compliance
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ARTICLE
10. PLAN
ADMINISTRATION
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10.1
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Powers and Responsibilities of
the Administrator
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10.2
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Claims and Review
Procedures
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10.3
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Plan’s Administrative
Costs
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18
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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.
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Participation.
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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.
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Contributions.
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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 .
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(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.
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(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.
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(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 .
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(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.
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(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.
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(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