Exhibit 10.25
QUEST DIAGNOSTICS
SUPPLEMENTAL DEFERRED COMPENSATION
PLAN
(PRE – 2005)
AMENDED DECEMBER 30, 2008
PREAMBLE
Effective as of January 1, 1999,
Quest Diagnostics adopted this 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 from time to time
(the “ Code ”), Quest Diagnostics adopted the
Quest Diagnostics Supplemental Deferred Compensation Plan
(Post-2004) document to reflect the terms that will govern amounts
that were 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. Quest Diagnostics hereby desires to
amend the Plan document to evidence the intention that, with
limited exceptions, amounts that were deferred (within the meaning
of Treas. Reg. §1.409A-6(a)(1)) under the Plan in taxable
years beginning before January 1, 2005 will be governed by the
terms of the Plan as in effect as of October 3, 2004 and that
Section 409A will not be applicable to such amounts (including any
earnings thereon) and adopts this document, the Quest Diagnostics
Supplemental Deferred Compensation Plan (Pre – 2005) for that
purpose. Unless otherwise expressly determined by Quest
Diagnostics, it is the intent that no amendment to this document be
considered a “material modification” within the meaning
of Treas. Reg. 1.409A-6(a)(4).
For these purposes, an amount is
considered deferred before January 1, 2005, if before such date,
the employee 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.
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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.
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PARTICIPATION
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4
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2.1
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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.
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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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6
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ARTICLE 4.
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PARTICIPANTS’
ACCOUNTS
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7
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4.1
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Individual Accounts
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7
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4.2
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Accounting for
Payments
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7
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ARTICLE 5.
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INVESTMENT OF
CONTRIBUTIONS
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8
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5.1
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Manner of Investment
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8
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5.2
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Investment Decisions
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8
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ARTICLE 6.
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RIGHT TO
BENEFITS
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9
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6.1
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Termination of
Employment
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9
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6.2
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Death
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9
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6.3
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Payment on a Designated Future
Date
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9
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6.4
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Payment Due to an Unforeseen
Emergency
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9
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6.5
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Adjustment for Investment
Experience
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9
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6.6
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Forfeiture of Unvested
Amounts
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10
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6.7
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Taxes
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10
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ARTICLE 7.
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PAYMENT OF
BENEFITS
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11
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7.1
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Payment of Benefits to
Participants and Beneficiaries
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11
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7.2
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Determination of Method of
Payment
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11
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7.3
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Right of Offset
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11
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7.4
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Payment in the Event of
Taxation
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11
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ARTICLE 8.
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AMENDMENT AND
TERMINATION
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12
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8.1
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Plan Amendment
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12
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8.2
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Retroactive Amendments
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12
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- i -
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8.3
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Plan Termination
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12
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8.4
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Payment upon Termination of the
Plan
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12
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ARTICLE 9.
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THE TRUST
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13
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9.1
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Establishment of Trust
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13
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ARTICLE 10.
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MISCELLANEOUS
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14
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10.1
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Limitation of Rights
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14
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10.2
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Spendthrift Provision
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14
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10.3
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Facility of Payment
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14
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10.4
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Discharge of
Obligations
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14
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10.5
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Furnishing Information
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15
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10.6
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Information between the
Administrator and Trustee
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15
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10.7
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Notices
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15
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10.8
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Writings and Electronic
Communications
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15
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10.9
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Governing Law
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15
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10.10
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Construction
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15
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ARTICLE 11.
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PLAN
ADMINISTRATION
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16
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11.1
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Powers and Responsibilities of
the Administrator
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16
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11.2
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Claims and Review
Procedures
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16
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11.3
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Plan’s Administrative
Costs
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17
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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 and
Employer 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
each Participant who was a participant in the MetPath Inc. Deferred
Compensation Plan, a MetPath Plan Subaccount was established as
part of the Participant’s Account. 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 before January 1, 2005. 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)).
(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
11.2.
(d)
“Beneficiary” means the person or persons
entitled under Section 6.2 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
or the Quest Diagnostics Incorporated Management Incentive
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) “MetPath Plan
Subaccount” means the subaccount established and
maintained by the Administrator pursuant to Section 4.1 on behalf
of each Participant who was a participant in the MetPath Inc.
Deferred Compensation Plan.
(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 this 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) “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 Section 414(c)), or such other employer is required
to be aggregated with Quest Diagnostics pursuant to regulations
issued under Code Section 414(o).
(v) “Section 16
Executive” means an Eligible Employee who is designated
as such by the Administrator.
(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) “Senior
Executive” means an Eligible Employee who is designated
as such by the Administrator.
(y) “Senior Management
Incentive Plan” means the Quest Diagnostics Incorporated
Senior Management Incentive Plan, as in effect from time to
time.
-2-
(z) “SMIP Bonus
Subaccount” means the portion of a Participant’s
Account established and maintained by the Administrator on behalf
of each Participant who elects to defer 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).
(aa) “Supplemental
Contribution” means an additional discretionary Employer
Contribution credited to a Participant’s Account pursuant to
Section 3.2.
(bb) “Trust”
means the trust fund established pursuant to the terms of the
Plan.
(cc) “Trust
Agreement” means the agreement by and among the Trustee
and each Employer establishing the Trust.
(dd) “Trustee”
means the corporation or individuals named in the agreement
establishing the Trust 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
Participation .
Each Eligible Employee who has an Account is a Participant covered
under this Plan document. No other Eligible Employee shall become a
Participant covered under this Plan document after December 31,
2004. 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 January 1 of the Plan Year to which the deferral election
applies or, if an individual is designated by the Administrator as
an Eligible Employee during the Plan Year, within 30 days following
the date of such designation.
2.2 Resumption of
Participation Following Reemployment . If a Participant ceases to be an Employee and
thereafter returns to the employ of an Employer before December 31,
2004, 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.
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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 who is not a Senior Executive may
elect to defer up to fifty (50) percent (in whole percentages) of
his future Compensation in excess of the Section 401(a)(17)
Limit.
(b) Senior Executive deferral
elections . Each Participant who is a Senior Executive may
elect to defer (1) up to fifty (50) percent (in whole percentages)
of his future Compensation (excluding any Bonus deferred pursuant
to Section 3.1(b)(2)) in excess of the Section 401(a)(17) Limit;
and (2) up to ninety-five (95) percent (in whole percentages) of
his future Compensation which constitutes Bonus.
(c) Effectiveness of deferral
election . A deferral election shall become effective on the
first day of the Plan Year (or for an individual who is designated
as an Eligible Employee during the Plan Year and timely files a
deferral election, the first day of the first payroll period that
follows receipt by the Administrator of such election). The
election will be effective to defer Compensation relating to all
services performed in the Plan Year subsequent to the time such
election becomes effective. Any subsequent election will be
effective as of the first day of the following Plan Year and will
apply only to Compensation payable with respect to services
rendered after such date. Amounts credited to a Participant’s
Account prior to the effective date of any subsequent election will
not be affected by such subsequent election.
(d) Commencement of
deferrals . (i) Deferrals made pursuant to Section 3.1(a)
and 3.1(b)(1) . If a Participant’s Compensation for a
Plan Year exceeds the Section 401(a)(17) Limit on account of
payment of Compensation (excluding any Bonus), then deferrals
pursuant to his election under Section 3.1(a) or 3.1(b)(1) shall
commence as of the payroll period coincident with or next following
the payroll period in which the Participant’s Compensation
exceeds the Section 401(a)(17) Limit (but deferrals shall be made
only on Compensation in excess of 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, then
deferrals pursuant to his election shall commence as of the payroll
period in which the Participant’s Compensation exceeds the
Section 401(a)(17) Limit (but deferrals shall be made only on
Compensation in excess of the Section 401(a)(17) Limit). (ii)
Deferrals made pursuant to Section 3.1(b)(2) . Deferrals of
Bonus pursuant to Section 3.1(b)(2) shall be made in the payroll
period in which the Bonus would otherwise be paid.
(e) Election irrevocable
except as required pursuant to Profit Sharing Plan . 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 no circumstances may an
election to defer Compensation be adopted or effective
retroactively. A Participant may not revoke or change an election
to defer Compensation for a Plan Year during that year; provided,
however, that a Participant who has made a hardship withdrawal
under the Profit Sharing Plan may not defer Compensation under this
Plan for a period of six months from the date of the withdrawal,
unless otherwise determined by the Administrator.
-5-
(f) SMIP Bonus Subaccount
. A Participant’s Employer shall credit to the
Participant’s SMIP Bonus Subaccount an amount corresponding
to the amount of Bonus payable under the Senior Management
Incentive Plan deferred pursuant to Section 3.1(b)(2).
(g) Vested Right . Subject
to the claims of the Employer’s creditors in the event of the
Employer’s insolvency, a Participant shall have a
nonforfeitable right to the value of Deferral Contributions
credited to his Account.
(h) No Deferral Contributions
after 2004 . All Deferral Contributions made after 2004 and
attributable to periods after 2004 shall be governed by the terms
of the Quest Diagnostics Supplemental Deferred Compensation Plan
(Post – 2004).
3.2 Participating Employer
Contributions .
(a) Employer Contributions
. (i) Matching Contribution . 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. 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 specified
from time to time in Section 3.2 of the Profit Sharing Plan of the
Deferral Contributions made on behalf of the Participant with
respect to such payroll period. (ii) Vested Right . Subject
to the claims of the Employer’s creditors in the event of the
Employer’s insolvency, a Participant shall have a
nonforfeitable right to the value of Employer Contributions
credited to his Account.
(b) Supplemental
Contributions . In addition, 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. Unless otherwise specified by the Employer at the time
the Supplemental Contribution is made, a Participant shall have a
nonforfeitable right to the value of such Supplemental Contribution
credited to his Account, subject to the claims of such
Employer’s creditors in the