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Exhibit
10.2
SUPPLEMENTAL SAVINGS AND
RETIREMENT PLAN
FOR KEY SALARIED EMPLOYEES
OF
MILLIPORE
CORPORATION
(Amended and Restated
Effective January 1, 2008)
INTRODUCTION
Millipore Corporation
established the Supplemental Savings and Retirement Plan for Key
Salaried Employees of Millipore Corporation (the
“Supplemental Plan”) effective January 1, 1985 for
the following purposes:
1. To allow (a) certain
key salaried employees designated by the Board of Directors of
Millipore Corporation (the “Board”) and
(b) certain key salaried employees other than corporate
officers holding an office of vice president and designated by the
Chief Executive Officer, to receive benefits directly from
Millipore Corporation equal to the benefits such employees would be
entitled to receive under the terms of the Retirement Plan for
Employees of Millipore Corporation (the “Retirement
Plan”) and from the Millipore Corporation Employees’
Participation and Savings Plan (the “Savings Plan”) if
the benefits payable from the Retirement Plan and the Savings Plan
were not limited by the provisions of the Internal Revenue Code of
1986, as amended (the “Code”).
2. To provide supplemental
deferral and matching contribution opportunities to certain key
salaried employees.
The Supplemental Plan is
hereby amended and restated effective January 1, 2008.
Benefits under the Supplemental Plan that commenced to be paid
prior to January 1, 2008 shall be governed by the terms of the
Supplemental Plan as in effect at the time payment
commenced.
The Supplemental Plan is
intended to comply with, and shall be construed so as to provide
for deferrals and benefits that are consistent with the
requirements of, Section 409A of the Code (together with the
Treasury Regulations and other applicable guidance thereunder,
“Section 409A”). The Administrative Committee may
authorize changes to time and form of payment elections but only to
the extent consistent with the transition rules, and during the
transition relief period, provided under
Section 409A.
SECTION 1. SUPPLEMENTAL RETIREMENT
PLAN BENEFITS
1.1. A key salaried
employee (a) designated by the Board, or (b) other than a
corporate officer holding an office of vice president and
designated by the Chief Executive Officer, to participate in this
Plan (a “Participant”) shall be entitled to a benefit
under the provisions of this section if his Retirement Plan benefit
as of the benefit commencement date described in Section 1.2
below is less than such benefit would have been if (1) any
compensation deferred by the Participant under this Supplemental
Plan or under any other nonqualified deferred compensation plan of
Millipore Corporation had been included in the Participant’s
“Final Average Compensation,” as defined in
Section 2.20 of the Retirement Plan, and/or (2) the
limits described in Code Sections 401(a) (17) and 415 did not
apply.
1.2. Supplemental
Retirement Plan Benefits . If a Participant’s benefit
from the Retirement Plan is reduced as a result of either or both
of the conditions described in Section 1.1, such Participant
shall be entitled to a benefit, commencing (except as hereinafter
provided) on the first day of the second month following the later
of (i) the date the Participant attains age 55 or
(ii) the date of his or her Separation from Service, as
defined in Section 3.3 below (hereinafter “Supplemental
Retirement Plan Benefit Determination Date”) determined by
calculating:
(a) First, the benefit that
would have been payable to the Participant under the terms of the
Retirement Plan if the Participant had elected to commence such
benefit on the Supplemental Retirement Plan Benefit Determination
Date shall be calculated;
(b) Second, the benefit which
would have been payable under the terms of the Retirement Plan if
the Participant had elected to commence such benefit on the
Supplemental Retirement Plan Benefit Determination Date and if
“Final Average Compensation,” as defined in
Section 2.20 of the Retirement Plan, included compensation
deferred under this Supplemental Plan or any other nonqualified
deferred compensation plan of Millipore Corporation and if the
limits described in Code Sections 401(a)(17) and 415 did not apply
shall be calculated;
(c) Third, the benefit
resulting from subtracting the result of step (a) from the
result of step (b).
The actuarial equivalent of
the result of step (c) shall be payable to the Participant as
a single life annuity under this Supplemental Plan. Notwithstanding
the foregoing Section 1.2(c), Millipore Corporation may, in
its sole discretion, after due consideration to the desires of the
Participant and/or his designated beneficiary, communicated to the
Corporation at least six (6) months prior to the Supplemental
Retirement Plan Benefit Determination Date, make payment of
benefits rather in another “life annuity” form
described in Section 1.409A-2(b)(2)(ii) of the Treasury
Regulations that is of actuarially equivalent value to the single
life annuity described in (c) above, determined using such
reasonable factors as the Administrative Committee may determine;
provided , that no such change in annuity form shall be
effective if made on or after the Supplemental Retirement Plan
Benefit Determination Date.
SECTION 2. SUPPLEMENTAL SAVINGS PLAN
BENEFITS
2.1. Employer
Participating Contributions. If contributions to the
Savings Plan on behalf of a Participant made pursuant to
Section 5.1 of the Savings Plan are limited by the application
of the limits described in Code Sections 401(a)(17) and 415 and/or
a Participant makes compensation deferrals pursuant to this
Supplemental Plan or to any other nonqualified deferred
compensation plan of Millipore Corporation, Millipore Corporation
shall credit to an account established for the Participant under
this Supplemental Plan (his “Supplemental Participation Plan
Account” and together with the Participant’s
Supplemental Deferral Account, as defined below, the
Participant’s “Supplemental Savings Plan
Accounts”) an amount equal to the excess of (a) over
(b), where (a) is the amount which would have been contributed
under Section 5.1 of the Savings Plan in the absence of the
limits described in Code Sections 401(a)(17) and 415 and any
compensation deferrals under this Supplemental Plan or any other
nonqualified deferred compensation plan of Millipore Corporation,
and (b) is the amount actually contributed under
Section 5.1 of the Savings Plan.
The Participant’s
Supplemental Participation Plan Account shall be adjusted as of the
end of each calendar quarter as if it were invested in the
Participation Fund of the Savings Plan.
2.2. Supplemental
Participant Deferrals .
(a) In General . A
Participant may elect Supplemental Participant Deferrals for any
calendar year by executing an irrevocable deferral election (on a
form prescribed by the Administrative Committee) with respect to
his or her gross compensation ( i.e. , compensation
determined prior to any deferrals under the Savings Plan, this
Supplemental Plan, or any other nonqualified deferred compensation
plan of Millipore Corporation). Each such election shall become
irrevocable not later than the applicable election deadline.
Subject to Section 2.2(b) below, the applicable deadline for a
deferral election is such deadline as the Administrative Committee
shall establish, which deadline shall in no event be later
than:
(i) for any bonus that in the
Administrative Committee’s judgment will qualify under
Section 409A as “performance-based compensation”
that has not yet become readily ascertainable, the date that is six
(6) months before the end of the performance period, but only
if the Participant has been in continuous employment with the
Company since the later of the beginning of the performance period
or the date the performance criteria are established;
and
(ii) in every other case, the
last day of the calendar year preceding the calendar year in which
the services to which the deferred compensation relates are to be
performed.
The Administrative Committee may, not
later than the applicable election deadline, restrict the types of
compensation eligible to be deferred under the Supplemental
Plan.
(b) Mid-Year Deferral
.
(i) An individual who first
becomes a Participant after the beginning of a calendar year may
elect Supplemental Participant Deferrals for the remainder of such
year by executing an irrevocable deferral election (on a form
prescribed by the Administrative Committee) with respect to his or
her eligible compensation in respect of services to be performed
during the remainder of the calendar year following such election
within thirty (30) days of the date that he or she becomes
eligible to participate. If, during his or her first year of
eligibility, a Participant makes an election to defer any
compensation that is earned based upon a specified performance
period (for example, an annual bonus) and such election is made
after the beginning of the performance period, any election made
under this Section 2.2(b) shall apply only to the compensation
paid for services performed after the election. For purposes of
this Section 2.2(b), an election will be deemed to apply to
compensation paid for services performed after the election if the
election applies to no more than an amount equal to the total
amount of the compensation for the performance period multiplied by
the ratio of the number of days remaining in the performance period
after the election over the total number of days in the performance
period.
(ii) An individual who
already participates or is eligible to participate in (including,
except to the extent otherwise provided in
Section 1.409A-2(a)(7) of the Treasury Regulations, an
individual who has any entitlement, vested or unvested, to payments
under) any other nonqualified deferred compensation plan that would
be required to be aggregated with the Supplemental Plan for
purposes of Section 1.409A-1(c)(2) of the Treasury Regulations
shall not be treated as eligible for the mid-year election rules of
this Section 2.2(b) with respect to the Supplemental Plan,
even if he or she had never previously been eligible to participate
in this Supplemental Plan itself.
(iii) Notwithstanding the
foregoing, the Administrative Committee may, in its sole
discretion, determine prior to the last day on which a Participant
would otherwise be eligible to make a mid-year election under this
Section 2.2(b) that no such mid-year election shall be
permitted for such Participant with respect to compensation in
respect of services to be performed during such Plan
Year.
(c) 2008 Participant
Deferrals. Notwithstanding any other provision of this
Section 2 to the contrary, each individual who made a 2008
Deferral Election shall be deemed to have elected irrevocably, as
of December 31, 2007, the same percentage
deferral under the
Supplemental Plan with respect to his or her 2008 Compensation
payable on or after the Effective Deferral Date (and no deferral
under the Supplemental Plan with respect to 2008 Compensation
payable earlier in 2008). For purposes of this Section 2.2(c),
the following terms have the meanings set forth below:
(i) “2008 Deferral
Election” is the percentage of a Participant’s
Compensation (as defined in the Savings Plan) in effect on
December 31, 2007 as a deferral election percentage under the
Savings Plan.
(ii) “2008
Compensation” means a Participant’s eligible
compensation (prior to any deferrals under the Savings Plan, the
Supplemental Plan, or any other nonqualified deferred compensation
plan of Millipore Corporation) for the calendar year beginning
January 1, 2008, if any.
(iii) “Effective
Deferral Date” means the pay date in 2008 in respect of which
the last elective deferral contribution for the benefit of the
Participant would have been made to the Savings Plan had the
Participant continued to defer under the Savings Plan at the 2008
Deferral Election percentage rate. If 2008 Compensation payable on
a pay date would be subject only in part to deferral under the
Savings Plan under the preceding sentence, only the excess shall be
treated as being payable on such pay date for purposes of this
Section 2.2(c) (and therefore subject to deferral under the
Supplemental Plan).
(d) The amount of
compensation deferred by the Participant pursuant to this
Section 2.2 of this Supplemental Plan shall be credited to an
account established for the Participant under this Supplemental
Plan (his “Supplemental Deferral Account”). The
Participant’s Supplemental Deferral Account shall be adjusted
as of the end of each calendar quarter as if the account were
invested in accordance with the Participant’s investment
election pursuant to Section 6.3 of the Savings
Plan.
2.3. Supplemental
Employer Matching Contributions . If a Participant makes
Supplemental Participant Deferrals pursuant to Section 2.2 of
this Supplemental Plan for any calendar year, Millipore Corporation
shall credit to his Sup
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