VWR INTERNATIONAL, LLC
SUPPLEMENTAL BENEFITS PLAN
(As Amended and Restated Effective
January 1, 2005)
1.
Purpose . The purpose of this Supplemental Benefits Plan
(the “Plan”) is to provide retirement compensation to
specifically designated participants of the VWR International, LLC
Retirement Plan (the “Retirement Plan”) under the terms
of the Retirement Plan without regard to limitations on benefits
imposed under §415 and §401(a)(17) of the Internal
Revenue Code of 1986, as amended (the “Code”), which
apply to the Retirement Plan, and without regard to deferral
elections under the VWR International, LLC Nonqualified Deferred
Compensation Plan (the “Nonqualified Plan”). This Plan
is to be unfunded and is maintained primarily for the purpose of
providing deferred compensation for a select group of management or
highly compensated employees, within the meaning of §201(2),
§301(a)(3), and §401(a)(1) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”). The
Plan as amended and restated effective January 1, 2005, is
also intended to comply with the requirements of Code
§409A.
2.
Effective Date . This Plan (formerly known as the VWR
Corporation Supplemental Benefits Plan) was established effective
March 1, 1986. The effective date of the Plan as amended and
restated herein is January 1, 2005.
3.
Participation . This Plan shall include only those
management or highly compensated employees of VWR International,
LLC (“VWR”) who have been specifically designated by
the President of VWR as eligible to participate in this Plan. Such
employees shall be referred to hereinafter as
“Participants.” An employee’s designation as a
Participant may be revoked by the Compensation Committee of the
Board of Directors of VWR at any time upon recommendation of the
President of VWR. Upon such revocation, the employee shall be
entitled only to benefits that may have accrued and become vested
under the Plan on or before the date of such revocation.
4.
Benefit Determination Date . Benefits shall be determined
under this Plan as of the earlier of a Participant’s
Separation from Service with VWR and its affiliates (within the
meaning of Treas. Reg. §1.409A-1(h) or any successor thereto)
or the Participant’s Freeze Date (as defined under the
Retirement Plan as in effect on and after June 1,
2005).
5.
Benefit Amount . The benefits under this Plan, in the form
of a single life annuity commencing at the Participant’s
Regular Retirement Date (as determined under the Retirement Plan),
shall be determined as follows:
(a) Except as
provided in §5(b), the amount of such benefit shall equal the
difference, if any, between (i) and
(ii) below:
(i) The vested
monthly benefit for the life of the Participant, as calculated
under the Retirement Plan, without regard to the limitations
described
in Code
§415 and §401(a)(17), as amended from time to time, and
as described in regulations and publications issued under those
Code Sections, and, effective on and after May 1, 2007, as if
amounts deferred under the Nonqualified Plan were included in
“Earnings” under the Retirement Plan.
(ii) The vested
monthly benefit for the life of the Participant, as calculated
under the terms of the Retirement Plan.
(b) The benefit of
a Participant identified in Appendix A shall equal the sum of
the amount determined under §5(a) plus an amount equal to the
difference, if any, between (i) and (ii) below:
(i) The vested
monthly benefit for the life of the Participant calculated under
the terms of the Retirement Plan as if he or she were credited with
the number of years or partial years of Credited Service set forth
in Appendix A in addition to his or her actual Credited
Service under the Retirement Plan.
(ii) The vested
monthly benefit for the life of the Participant, as calculated
under the terms of the Retirement Plan.
6.
Grandfathered Benefit Amount . A Participant’s
“Grandfathered Benefit Amount” shall be the amount, if
any, determined under §5 as of December 31, 2004, in
accordance with the terms of the Plan as in effect on
October 3, 2004, and with Treas. Reg. §1.409A-6(a)(3) or
any successor thereto. A Participant’s
“Nongrandfathered Benefit Amount” as of any date after
December 31, 2004, shall equal the excess of the amount
determined under §5 as of such date over his or her
Grandfathered Benefit Amount (if any) (including any benefit to
which the Participant is entitled pursuant to
§5(b)).
7. Date
and Form of Payment — Before 2009 . In the case of a
Participant whose Annuity Starting Date (as defined for purposes of
the Retirement Plan) is on or before December 31, 2008,
benefit amounts under this Plan shall commence at the same time as
the benefit under the Retirement Plan commences. The benefit shall
be paid in the same form as the benefit is paid under the
Retirement Plan, and the same early commencement reduction factors
and actuarial equivalent assumptions shall be used as under the
Retirement Plan.
8. Date
and Form of Payment — After 2008 . The following rules
shall apply with respect to a Participant who has not had an
Annuity Starting Date prior to January 1, 2009:
(a) Benefit
payments under this Plan attributable to a Participant’s
Grandfathered Benefit Amount shall commence at the same time as the
benefit under the Retirement Plan commences. The benefit shall be
paid in the same form as the benefit is paid under the Retirement
Plan, and the same early commencement reduction factors and
actuarial equivalent assumptions shall be used as under the
Retirement Plan.
(b) A
Participant’s Nongrandfathered Benefit Amount shall be paid
as follows:
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(i) In the case of
a Participant who, as of December 31, 2008, is not a
Grandfathered Participant (as defined under the terms of the
Retirement Plan as in effect on such date), the Nongrandfathered
Benefit Amount shall be paid in a single lump sum upon the
Participant’s Separation from Service.
(ii) In the case
of a Participant who, as of December 31, 2008, is a
Grandfathered Participant, the Nongrandfathered Benefit Amount
shall be paid in the form of a single life annuity for the life of
the Participant commencing during the 90-day period beginning on
the date of the Participant’s Separation from Service
(provided that if such 90-day period overlaps more than one taxable
year of the Participant, the Participant shall have no right to
designate the taxable year of the payment), except as
follows:
(A) A Participant
may elect, in accordance with §8(b)(ii)(C), to receive his or
her Nongrandfathered Benefit Amount in the form of (i) a 50%
joint and survivor annuity with his or her spouse, (ii) a 100%
joint and survivor annuity with his or her spouse, (iii) a
life annuity with 10 years certain, or (iv) a single lump
sum.
(B) A Participant
may elect, in accordance with §8(b)(ii)(C), that payments will
be made or commence as of a date specified by the Participant, if
later than the Participant’s Separation from
Service.
(C) A payment
election under this §8(b)(ii) shall be effective only if made
not later than December 31, 2008; provided, however,
that:
(I) A Participant
may make a new election regarding the time and form of payment if
(i) the new election is made at least 12 months prior to
the date on which (or the first day of the 90-day period during
which) benefit payments would otherwise be made or commence and
does not take effect for at least 12 months, and (ii) the
specified payment date under the new election is at least five
years after the date on which (or the first day of the 90-day
period during which) payment would otherwise have been made or
commenced; and
(II) A Participant
who has elected an annuity form of payment may make a new election
of a different annuity form of payment at any time prior to the
date as of which benefit payments are to commence.
Notwithstanding
the foregoing, (i) payment of a Participant’s
Nongrandfathered Benefit Amount shall not commence earlier than the
Participant’s 55th birthday or later than April 1 of the
calendar year following the calendar year in which the Participant
reaches age 70 1 / 2
, and (ii) in the event a
Participant is a “specified
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employee”
within the meaning of Code §409A(a)(2)(B)(i) and the benefit
is payable upon the Participant’s Separation from Service,
the 90-day period described above shall not begin earlier than the
earlier of (i) the date six months after such Separation from
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