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EXHIBIT 10.10
PERKINELMER, INC.
1998
DEFERRED COMPENSATION PLAN
1999 RESTATEMENT
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PerkinElmer, Inc.
1998
DEFERRED COMPENSATION PLAN
1999 Restatement
PURPOSE
The purpose of the PerkinElmer, Inc. 1998 Deferred Compensation
Plan
(the "Plan") is to provide non-employee
directors and a select group of
management and highly compensated Employees
who have contributed to, and are
expected to continue to contribute to, the
growth, development and business
success of PerkinElmer, Inc. with an
opportunity to defer receipt of their
compensation in order to build savings.
This Plan is sponsored by PerkinElmer,
Inc. (the "Company") and the Company, and
any subsidiary designated by the
Company, or the Compensation and Stock
Option Committee of the PerkinElmer, Inc.
Board of Directors, (the "Committee" and
the "Board", respectively), shall be
Participating Employers under this Plan;
provided that the Participating
Employers shall automatically include all
subsidiaries which employ Officers as
defined in Section 1.1 of the Plan, without
any further designation. This Plan
shall be unfunded for tax purposes and for
purposes of Title I of the Employee
Retirement Income Security Act of 1974, as
amended ("ERISA").
ARTICLE 1
DESIGNATION, ENROLLMENT, TERMINATION
1.1
DESIGNATION BY COMMITTEE. Participation in the Plan is limited
to non-employee directors of the Company and a select group of
management and highly compensated Employees of the Company.
Executive Officers of the Company as defined under Rule 3b-7
of the Securities Exchange Act of 1934 (the "Officers") and
such other employees of a Participating Employer who (i)
receive Base Salary (prior to any deferral under this Plan) in
excess of $100,000, and (ii) are designated by the Committee,
shall be eligible to participate in the Plan (an "Eligible
Executive"). Each non-employee director of the Company shall
also be eligible to participate in the Plan (an "Eligible
Director").
1.2
ENROLLMENT. In order to participate, each Eligible Executive
and Eligible Director shall complete, execute and return to
the Committee all elections on a form substantially as
attached hereto (the "Election Form") or any
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other form used by the Committee with respect to the deferrals
under Section 2.9. The Committee may, from time to time, (i)
establish such other enrollment requirements as it determines
in its sole discretion are necessary, (ii) modify the Election
Form, and (iii) provide for an alternative enrollment method.
1.3
COMMENCEMENT OF PARTICIPATION. An Eligible Director or
Eligible Executive shall commence participation (become a
"Participant") in the Plan with the first payroll in the month
following the month in which the Eligible Director or Eligible
Executive completes the enrollment requirements to the
satisfaction of the Committee ("Completes Enrollment"). If an
Eligible Executive fails to Complete Enrollment within 30 days
following the date he or she becomes an Officer of the
Company, or is designated as an Eligible Executive by the
Committee, then such Eligible Executive shall not be eligible
to participate in the Plan until the first day of the Plan
Year following the date he or she Completes Enrollment. If an
Eligible Director fails to Complete Enrollment within 30 days
following the date he or she becomes an Eligible Director or
the Effective Date of the 1999 Restatement, whichever is
later, the Eligible Director shall not be eligible to
participate in the
Plan until the first day of the Plan Year
following the date he or she Completes Enrollment.
1.4 COMMITTEE
TERMINATION OF PARTICIPATION. If the Committee
determines in good faith that a Participant is no longer (a)
an Officer of the Company, (b) an Eligible Director, or (c) a
member of the class of employees from among whom Eligible
Executives may be designated by the Committee, the Committee
shall have the right, in its sole discretion, to (i) terminate
any deferral election the Participant has made for the
remainder of the Plan Year in which the Participant's
membership status changes, (ii) prevent the Participant from
making future deferral elections and/or (iii) immediately
distribute any amounts previously deferred by the Participant,
adjusted for gains and losses, as if the Participant had
terminated employment under Section 4.5, and terminate the
Participant's participation in the Plan.
1.5 AUTOMATIC
TERMINATION OF PARTICIPATION. Participation in this
Plan will automatically terminate on (i) the Participant's
termination of employment or ceasing to be an Eligible
Director; (ii) transfer to a subsidiary of the Company which
is not a Participating Employer; or (iii) the Participant's
death. In the event of such termination, the Participant's
deferral election shall continue in effect with respect to
amounts paid following termination with respect to which an
election was made prior to such termination.
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1.6 Effective
Date. April 1, 1998; provided that no deferrals may
be made under Section 2.1 prior to July 1, 1998. The Effective
Date of the 1999 Restatement is October 20, 1999.
ARTICLE 2
DEFERRALS; CREDITS
2.1 DEFERRAL
ELECTION.
(a) BASE
SALARY AND ANNUAL BONUS. For each calendar year
(the "Plan Year"), a Participant may elect to defer
up to one-half (-1/2) of the Participant's Base
Salary and/or part or all of the bonus under any
annual bonus plan or arrangement maintained by the
Company or such other bonus arrangement as may be
designated by the Committee in its sole discretion.
An Eligible Director may defer any part or all of
those directors fees to be paid to the Eligible
Director in the form of Company stock. The Committee
may in its sole discretion establish a minimum
deferral amount at any time or from time to time, may
increase the maximum amount which may be deferred and
may
establish different minimum and maximum deferral
amounts for different Participants. Base Salary shall
mean regular cash compensation for services performed
by the Participant and paid during the calendar year,
excluding, without limitation, bonuses of every type,
commissions, overtime, fringe benefits, stock options
and the compensation received or deemed to have been
received by a Participant upon the exercise of stock
options or the sale of stock received on such
exercise, relocation expenses, incentive payments,
non-monetary awards, directors' fees and other fees
and allowances. Base Salary shall be calculated
before reduction for any voluntary deferral under
this or any other plan made available to the
Participant by the Company, such as deferrals under
Sections 125 and 402 of the Internal Revenue Code of
1986, as amended, (the "Code").
If no election is made, the amount deferred shall be
zero.
(b) TERMS OF
ELECTION.
If a Participant first becomes a Participant after
the first day of a Plan Year, or in the case of the
first Plan Year of the Plan itself, the election to
defer shall only apply to that portion of the Base
Salary which has not yet been earned by the
Participant as of the date the Participant Completes
Enrollment. An election to defer may be
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expressed in any manner acceptable to the Committee
from time to time. No election shall be effective
which would reduce the Participant's Base Salary
below an amount which the Committee determines would
be the minimum required in order to meet all
applicable legal requirements.
2.2 TIMING OF
DEFERRAL ELECTION. A new Election Form will be
required for each Plan Year. An Election Form must be
delivered, in accordance with procedures established by the
Committee, before the end of the Plan Year preceding the Plan
Year for which the election is made ("Salary Deferral");
provided, however, that an election to defer any bonus to be
paid for a Plan Year or to defer the payment of directors fees
to be paid in the form of Company stock may be made up to
September 30 of such Plan Year.
Salary Deferral elections for the 1998 Plan Year must be made
no later than the later of (i) July 1, 1998, or (ii) 30 days
after a Participant becomes an Eligible Executive or Eligible
Director.
Salary Deferral elections for the Plan Year in which an
individual first becomes an Eligible Executive shall be made
within 30 days after such individual becomes an Eligible
Executive.
2.3
IMPLEMENTATION OF DEFERRAL. For each Plan Year, the portion of
Base Salary which the Participant elected to defer shall be
withheld from each regularly scheduled payroll in equal
amounts, as adjusted from time to time for increases and
decreases in Base Salary. The deferral of a portion of any
bonus shall be withheld at the time the bonus is or otherwise
would have been paid to the Participant, whether or not this
occurs during the Plan Year itself. No deferral shall be
permitted for the Plan Year following the Plan Year in which
the Participant has received a distribution under Article 3.
2.4 VESTING. A
Participant shall at all times be 100% vested in
the amounts deferred.
2.5 DEFERRAL
DISTRIBUTION. Any Election Form containing an
election of a deferral of Base Salary, directors fees or a
bonus, must include elections, in accordance with the terms of
the Plan as to (i) the date as of which distribution of such
deferrals will commence, and (ii) whether distribution of such
deferrals will be in a lump sum or installments as described
in Article 4. The Participant may also elect whether or not to
receive a distribution upon the occurrence of a change of
control of the Company pursuant to Section 4.9, below. The
distribution of all of a Participant's Deferral Accounts must
commence, as provided in Article 4, no later than
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six months after the date of the Participant's termination of
employment or ceasing to be an Eligible Director. The
Participant may at any time which is at least six months
before a distribution date make an irrevocable election to set
a later distribution date. The election of distribution in a
lump sum or installments may be modified after the initial
election by filing another Election Form with the Committee,
as provided herein. See Section 2.6(b) covering special rules
applicable to Deferral Accounts which are treated as invested
in the Company Stock Fund.
2.6
ACCOUNTS.
(a)
ACCOUNTING. The Company or its designee shall
establish an account for recordkeeping purposes with
respect to each Participant and each date of
distribution elected by such Participant and each
form in which distributions will be made or commence
on such date of distribution (the "Deferral
Account"). The Deferral Account shall be established
only to determine the amount to which the Participant
is entitled under the terms of this Plan. The Company
shall increase or decrease the balance in each
Deferral Account as follows: (i) by adding (or
establishing new Deferral Accounts with respect to)
all amounts withheld in accordance with the
Participant's deferrals under Article 2, (ii)
crediting or debiting each Deferral Account with
earnings and losses of
the investment accounts used
for measuring such performance as described in
paragraph (b), (iii) crediting each Deferral Account
with the credit, if any, described in Section 2.11,
and (iv) subtracting distributions made to or on
behalf of the Participant under this Plan.
(b) EARNINGS.
The Participant, in any manner permitted by
the Committee, may elect, from time to time, those
investment funds made available by the Committee from
time to time, in which his or her Deferral Accounts
shall be treated as having been invested for purposes
of this Plan (the "Measuring Accounts").
Notwithstanding the foregoing, any election of a
Measuring Account which is intended to invest
primarily in the voting common stock of the Company
(the "Company Stock Fund") cannot be changed, except
with respect to amounts which will be withheld from
the Participant and deferred under this Plan after
the change in the election of the Company Stock Fund.
In the case of deferrals of receipt of Company stock,
such deferrals shall be invested solely in the
Company Stock Fund. A Participant's Deferral Accounts
shall be treated as if invested in accordance with
the Participant's election, as determined by the
Committee, for purposes of debiting or crediting the
balance in such Deferral Accounts to reflect the
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performance of the Measuring Accounts. If the
Committee or the Trustee of any trust established
with respect to this Plan invests any assets in the
investments selected as the Measuring Accounts, no
Participant shall have any right in or to such
investments themselves, and the Participant's rights
shall at all times be only to receive the amount
calculated under the terms of this Plan from the
Company.
(c) EXPENSES.
No Plan expenses shall be allocable to the
Deferral Accounts.
2.7 EMPLOYMENT
TAXES. For each Plan Year in which any deferral is
elected under Section 2.1, there shall be withheld from other
compensation payable to the Participant, in such manner as the
Committee shall determine, the Participant's share of any
employment or other taxes payable with respect to such
deferral amounts. If necessary, the Committee may reduce the
deferral in order to comply with this Section 2.7.
2.8
WITHHOLDING. Any withholding required under any applicable law
with respect to any payment under this Plan shall be made as
determined by the Committee.
2.9 EVA BANK DEFERRAL. Any
individual who is a participant in the
Economic Value Added Incentive Plan ("EVA Plan"), who is (i)
an Officer of the Company, or (ii) eligible to be designated
as an Eligible Executive under Section 1.1 of this Plan, and
who had accrued a balance in the EVA Plan, may elect to defer
receipt of such balance under the terms of this Plan on a form
approved by the Committee no later than April 7, 1998. Such
deferral of the accrued benefit under the EVA Plan shall be
accounted for in a separate Deferral Account under this Plan
and shall be subject to all the applicable terms of this Plan,
as in effect from time to time; provided that such Deferral
Account shall always be treated as if the Participant elected
a Measuring Account which was the Company Stock Fund and
subject to the provisions of 2.6(b) concerning distribution of
such Deferral Account.
2.10
DEFERRALS FROM OTHER PLANS. The Plan may accept the transfer
of amounts deferred by a Participant under any other deferral
plan or arrangement provided by the Company, including without
limitation any shares of common stock of the Company which but
for such deferral would be vested and nonforfeitable. Any
amounts deferred representing shares of Company common stock
shall be accounted for on a share by share basis, with
appropriate adjustments to reflect changes in the capital
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structure of the Company, and shall, when distributed, be
distributed in the form of common stock of the Company.
Notwithstanding any of the provisions of the Plan to the
contrary, the Participant shall not have any right to elect to
have any amounts deferred in the form of Company common stock
measured by reference to any Measurement Fund other than the
Company Stock Fund. The Committee may direct the Plan to
accept the transfer of amounts deferred by a Participant under
a deferral plan or arrangement sponsored by a former employer
of the Participant.
2.11 COMPANY CREDITS.
As soon as practicable after the end of a
Plan Year, the Company shall credit the Deferral Account of
each Participant who was eligible to make contributions to the
PerkinElmer, Inc. Savings Plan (the "Savings Plan") with an
amount equal to the excess, if any, of (a) the matching
contribution that would have been made to such Participant's
account under the Savings Plan if no deferral had been made
under this Plan and the Participant had elected to make the
maximum permitted contribution under the Savings Plan over (b)
the matching contribution which actually was made to such
Participant's account under the Savings Plan. In order to
receive a credit under this Section 2.11, the Participant must
make the maximum permissible contribution under the Savings
Plan. In addition, the
Company may, in its sole discretion,
credit the Deferral Account of any Participant with such
amounts as it deems appropriate and shall have no obligation
to provide the same credit to any other Participant.
2.12
INVESTMENT OF TRUST ASSETS. The Trustee of any trust
established with respect to this Plan shall be authorized,
upon written instructions received from the Committee, to
invest and reinvest the assets of the trust in accordance with
the instructions and the terms of the applicable trust
agreement.
ARTICLE 3
UNFORESEEN FINANCIAL EMERGENCIES
If the Participant experiences an Unforeseen Financial Emergency,
the
Participant may request, in writing, a partial or full
distribution
from the Plan. The distribution shall not exceed the lesser of the
sum
of the Participant's Account Balances, calculated as if such
Participant were receiving a distribution, in a lump sum, on
termination of employment, or the amount reasonably needed to
satisfy
the Unforeseen Financial Emergency as determined by the
Committee.
Distributions shall be made from all the Deferral Accounts
proportionately. If the Committee grants the request for a
distribution, it shall be made within
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60 days of the date of approval. For purposes of this Plan, an
Unforeseen Financial Emergency is an event that would result in
severe
financial hardship for the Participant for which the Participant
has no
other resources which can reasonably be used (and has received
all
loans and distributions, including hards
