Exhibit 10.3
SUPPLEMENTAL SAVINGS AND RETIREMENT
PLAN
FOR KEY SALARIED EMPLOYEES OF
MILLIPORE CORPORATION
(Amended and Restated Effective
January 1, 2009)
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, 2009. Benefits under
the Supplemental Plan that commenced to be paid prior to
January 1, 2009 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 3.6 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 the account were invested in one or more of
the investment funds, mutual funds or other securities, including,
without limitation, the common stock of Millipore Corporation, that
the Administrative Committee selects, from time to time, to serve
as hypothetical investment options under the Plan
(“Investment Funds”) in the proportions selected by the
Participant as adjusted by the Participant from time to time in the
manner permitted by the Administrative Committee. The Company shall
not be a guarantor of any specified amount of investment return. To
the extent that the Participant fails to select an Investment Fund
or Funds in accordance with the rules established by the
Administrative Committee, the Participant’s Supplemental
Participation Plan 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.
2.2. 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); provided , that, for any
calendar year, Supplemental Participant Deferrals made by any
employee of Millipore Corporation in the position of Vice President
(Exec 1) who first became a Participant on or after January 1,
2008 (“VP Participants”) shall be limited to six
percent (6%) of the VP Participant’s total allowable
compensation and that the Supplemental Participant Deferrals made
by any other Participant shall be limited to thirty-five percent
(35%) of such Participant’s total allowable
compensation. 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 and, for the avoidance of doubt,
subject to the deferral limits set forth in Section 2.2(a))
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 one or more Investment Funds in the proportions
selected by the Participant as adjusted by the Participant from
time to time in the manner permitted by the Administrative
Committee. To the extent that the Participant fails to select an
Investment Fund or Funds in accordance with the rules established
by the Administrative Committee, 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 Supplemental Deferral Account an amount equal
to the excess of (i) the employer matching contributions which
would have been made pursuant to Section 5.2 of the Savings
Plan if the Participant’s Supplemental Participant Deferrals
had been made pursuant to Section 4.
