Exhibit 10.2
AMERISOURCEBERGEN DRUG
CORPORATION
SUPPLEMENTAL RETIREMENT
PLAN
(Amended and Restated
November 24, 2008)
AMERISOURCEBERGEN DRUG CORPORATION
SUPPLEMENTAL RETIREMENT
PLAN
In recognition of the services
provided to AmerisourceBergen Drug Corporation (the
“Sponsor”) and its Affiliates by certain management and
highly compensated employees, the Sponsor and its Affiliates
maintain the AmerisourceBergen Drug Corporation Supplemental
Retirement Plan (the “Plan”) to provide such employees
with retirement benefits that would otherwise be unavailable by
reason of certain restrictive provisions of law applicable to the
AmerisourceBergen Drug Corporation Participating Companies Pension
Plan. The Plan was frozen effective as of June 30, 2007 and no
further benefits accrued under the Plan after such date. This
Amendment and Restatement of the Plan is made November 24,
2008, effective as of January 1, 2005, unless otherwise noted,
and incorporates changes required to comply with Section 409A
of the Internal Revenue Code.
TABLE OF CONTENTS
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ARTICLE 1 DEFINITIONS AND
CONSTRUCTION
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1
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ARTICLE 2 BENEFITS
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2
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ARTICLE 3 DISTRIBUTIONS TO
PARTICIPANTS
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3
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ARTICLE 4 DEATH BENEFITS
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3
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ARTICLE 5 VESTING
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4
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ARTICLE 6 FUNDING
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4
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ARTICLE 7 ADMINISTRATION
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4
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ARTICLE 8 AMENDMENT AND TERMINATION
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5
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ARTICLE 9 MISCELLANEOUS
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6
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ARTICLE 1
DEFINITIONS AND
CONSTRUCTION
Section 1.1. Definitions
. Whenever used in this Plan:
“Administrator” means
the Benefits Committee; provided however, that in the absence of a
Benefits Committee, Administrator shall mean the Board.
“Affiliate” means any
entity which (a) with the Sponsor, constitutes a controlled
group of corporations, a group of trades or businesses under common
control, or an affiliated service group, as defined in sections
414(b), (c), and (m) of the Code, respectively, or (b) is
required to be aggregated with the Sponsor pursuant to section
414(o) of the Code.
“Beneficiary” means, for
death benefits described in Sections 4.1 and 4.2, the beneficiary
for purposes of any benefits payable under the Pension Plan
subsequent to the Participant’s death, except to the extent
that the beneficiary is receiving a benefit under the Pension Plan
pursuant to a qualified domestic relations order as defined in
section 414(p) of the Code.
“Benefits Committee”
means the AmerisourceBergen Corporation Benefits
Committee.
“Board” means the Board
of Directors of AmerisourceBergen Corporation.
“Code” means the
Internal Revenue Code of 1986, as amended, and any successor
statute of similar nature and purpose.
“Deferred Compensation
Plan” means the Alco Standard Corporation 1985 Deferred
Compensation Plan transferred to the Sponsor, and any other plan or
contract designated by the Benefits Committee which involves a
Participant and a Participating Employer.
“Eligible Employee”
means any Employee who is a participant in the Pension Plan and is
a management, professional or highly compensated Employee who is
designated as an Eligible Employee by the Board, and has completed
five years of employment with a Participating Employer.
“Employee” means any
individual employed by a Participating Employer.
“Participant” means
(a) any Eligible Employee and (b) any former Eligible
Employee who has a Supplemental Pension Benefit greater than zero
and who either (1) continues to be employed by the Sponsor or
an Affiliate, or (2) has a vested interest in all or a portion
of his Supplemental Pension Benefit pursuant to Article 5 which has
not been distributed pursuant to Article 3 or 4.
“Participating Employer”
means the Sponsor and any Affiliate.
“Pension Plan” means the
AmerisourceBergen Drug Corporation Participating Companies Pension
Plan, as in effect on the date of reference.
“Plan” means the
AmerisourceBergen Drug Corporation Supplemental Retirement Plan as
set forth herein.
“Plan Year” means the
12-month period commencing each October 1 and ending the next
following September 30.
“Separation from
Service” means, for any Participant, his death, retirement,
discharge or any absence that causes him to cease to be an employee
of the Sponsor and all Affiliates, and in each case constitutes a
“separation from service” within the meaning of Treas.
Reg. 1.409A-1(h).
“Sponsor” means
AmerisourceBergen Drug Corporation.
“Supplemental Pension
Benefit” means a Participant’s supplemental pension
benefit under the Plan, as determined pursuant to
Section 2.1.
“Total and Permanent
Disability” means Total Disability as that term is defined in
the Pension Plan.
Section 1.2. Gender and
Number . The masculine pronoun shall include the feminine; the
singular shall include the plural; and vice versa.
ARTICLE 2
BENEFITS
Section 2.1. Supplemental
Pension Benefits . A Participant’s Supplemental Pension
Benefit shall equal the excess of (a) over (b), if any,
when:
(a) is the benefit that would have
been payable to the Participant under the Pension Plan as of the
Participant’s Separation from Service if (1) the
limitations of sections 401(a)(17) and 415 of the Code did not
apply and (2) the Participant’s compensation for
purposes of calculating benefits under the Pension Plan had not
been reduced in connection with a Deferred Compensation Plan;
and
(b) is the benefit payable to the
Participant under the Pension Plan as of the Participant’s
Separation from Service.
(c) In the event a
Participant’s benefit under the Pension Plan is subject to a
qualified domestic relations order as defined in section 414(p) of
the Code which does not also apply to this Plan, the Supplemental
Pension Benefit shall be calculated and paid as if no qualified
domestic relations order was in existence.
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ARTICLE 3
DISTRIBUTIONS TO
PARTICIPANTS
Section 3.1. Distribution of
Supplemental Pension Benefit . A Participant’s
Supplemental Pension Benefit under the Plan, to the extent vested
under Article 5, shall be paid to the Participant in the form of a
lump sum distribution as soon as administratively practicable
following (but in no event later than 75 days following) the date
that is six months after the Participant’s Separation from
Service.
ARTICLE 4
DEATH BENEFITS
Section 4.1. Supplemental
Pension Death Benefits for Death Prior to Benefit Commencement
.
(a) The death benefit payable to the
Beneficiary of a Participant who dies at a time when he has a
vested right to a benefit under the Pension Plan and prior to the
date payment of the Supplemental Pension Benefit is made pursuant
to Section 3.1 shall equal the excess of (1) over (2), if
any, when:
(1) is the benefit that would have
been payable to the Participant’s Beneficiary under the
Pension Plan, determined on the basis of the Participant’s
benefit under the Pension Plan calculated as of the
Participant’s death if (A) the limitations of sections
401(a)(17) and 415 of the Code did not apply and (B) the
Participant’s compensation for purposes of calculating
benefits under the Pension Plan had not been reduced in connection
with a deferred Compensation Plan; and
(2) is the benefit payable to the
Participant’s Beneficiary under the Pension Plan as of the
Participant’s death.
(b) The benefit payable to a
Beneficiary pursuant to paragraph (a) shall be paid to the
Beneficiary as soon as administratively practicable following the
Participant’s death (but in