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.
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(b) A Participant’s Nongrandfathered
Benefit Amount shall be paid as follows:
(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 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 Service, or
(ii) the date of the Participant’s death.
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