WATERS
RETIREMENT RESTORATION PLAN
Amended and Restated Effective
January 1, 2008
(except as otherwise provided
herein)
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1
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2
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4
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4
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ARTICLE III PARTICIPANT ACCOUNTS
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5
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5
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3.2 Amount
Credited to Participant
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5
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3.3 Termination of Account
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6
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ARTICLE IV FORM AND TIMING OF
BENEFITS
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7
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7
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7
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4.3 Timing of
Distribution
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8
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9
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4.5 Restriction on Timing of
Distributions
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10
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ARTICLE VI ADMINISTRATION,
AMENDMENT/TERMINATION AND FUNDING
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11
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11
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6.2 Right to
Amend or Terminate
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ARTICLE VII GENERAL PROVISIONS
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12
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7.1 Compliance
with Section 409A
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12
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7.2 Payment to
Minors and Incompetents
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12
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12
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7.4 Use of
Masculine and Feminine; Singular and Plural
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12
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7.5 Non-Alienation of
Benefits
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12
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12
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APPENDIX A PROVISIONS
APPLICABLE TO CERTAIN EMPLOYEES OF WATERS-TA INSTRUMENTS
LLC
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1
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2
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3
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4
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ARTICLE A3 AMOUNT OF
BENEFIT
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5
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Effective
January 1, 1995, Waters Technologies Corporation (the
“Corporation”) established this non-qualified defined
benefit pension plan referred to as the Waters Retirement
Restoration Plan (the “Plan”). The Plan is intended to
provide participants in the Waters Retirement Plan (the
“Basic Plan”), and their designated beneficiaries, with
the benefits which cannot be paid under the Basic Plan because of
the benefit restrictions of Section 415 of the Internal
Revenue Code (the “Code”) and regulations thereunder
and the compensation limitations of Section 401(a)(17) of the
Code and regulations thereunder.
Effective
January 1, 2008, the Basic Plan was amended to provide that no
further Annual Pay Credits were to be made to the Basic Plan for
Plan Years beginning after December 31, 2007, except as
otherwise provided for certain non-highly compensated Employees of
Waters-TA Instruments LLC. The Basic Plan was also amended on that
date to close the Basic Plan to new participants as of January 1,
2008.
The Plan is
amended and restated effective January 1, 2008 to incorporate
by reference certain changes in the structure of the Basic Plan,
and to close the Plan to new Participants effective as of
January 1, 2008, except as otherwise provided herein, in
accordance with the closure of the Basic Plan to new participants.
Additionally, the Plan has been revised to comply with current laws
and regulations, including, but not limited to, Section 409A
of the Code and its accompanying regulations.
1
The following
words and phrases when used in the Plan shall have the meanings
indicated in this Article I unless a different meaning is
plainly required by the context:
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1.1
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“ Affiliate ”
means any corporation which is a member of a controlled group of
corporations (as defined in Section 414(b) of the Code) which
includes the Corporation; any trade or business (whether or not
incorporated) which is under common control (as defined in Section
414(c) of the Code) with the Corporation; any organization (whether
or not incorporated) which is a member of an affiliated service
group (as defined in Section 414(m) of the Code) which includes the
Corporation; and any other entity required to be aggregated with
the Corporation pursuant to regulations under Section 414(o) of the
Code.
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1.2
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“ Account ” means
the notional account described in Section 3.1 maintained for
each Participant.
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1.3
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“ Basic Plan ”
means the Waters Retirement Plan as in effect from time to
time.
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1.4
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“ Beneficiary ”
means the individual designated by a Participant to receive
benefits under this Plan in the event of the Participant’s
death. In the event that no Beneficiary has been effectively
designated, the Participant’s spouse shall be deemed the
designated Beneficiary, or if the Participant has no spouse, his
children, if any, per stirpes, and if none, the estate of the
Participant shall be deemed the designated Beneficiary.
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1.5
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“ Board ” means
the Board of Directors of Waters Technologies
Corporation.
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1.6
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“ Code ” means
the Internal Revenue Code of 1986, as amended from time to time,
and any regulations issued thereunder.
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1.7
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“ Committee ”
means the persons appointed pursuant to Article IX of the
Basic Plan to administer the Basic Plan.
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1.8
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“ Corporation ”
means Waters Technologies Corporation, a corporation organized and
existing under the laws of the State of Delaware, or its successor
or successors.
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1.9
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“ Disability ”
means a physical or mental incapacity that entitles a Participant
to benefits under the Corporation’s group long-term
disability (LTD) plan and either (i) the Participant is
unable to engage in any substantial gainful activity by reason of
such incapacity that can be expected to result in death or can be
expected to last for a continuous period not less than twelve
(12) months or (ii) such incapacity is expected to result
in death or can be expected to last for a continuous period of not
less than twelve (12) months and the Participant has been
receiving benefits under the group LTD plan for at least six
(6) months.
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2
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1.10
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“ Effective Date
” means January 1, 1995, except that this amendment and
restatement shall be effective January 1, 2008.
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1.11
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“ Employee ”
means any person employed on a regular full-time or a regular
part-time basis by a Participating Employer.
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1.12
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“ Participant ”
means an Employee participating in the Plan pursuant to
Article II.
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1.13
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“ Participating
Employer ” means Waters Technologies Corporation and any
Affiliate which has been authorized by the Board to participate in
the Plan and has elected to do so.
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1.14
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“ Pay ” means the
annual compensation that would otherwise be recognized under the
Basic Plan for benefit accrual purposes without regard to the limit
on pensionable compensation under Code
Section 401(a)(17).
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1.15
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“ Plan ” means
the Waters Retirement Restoration Plan as set forth in this
document and as it may be amended from time to time.
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1.16
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“ Plan Year ”
means each twelve (12) month period beginning on January 1 and
ending on the following December 31.
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1.17
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“ Separation from
Service ” means a termination of employment as defined in
Treas. Regs. § 1.409A-1(h)(1) using a decrease in the level of
bona fide services performed to twenty percent (20%) or less as
constituting a Separation from Service.
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1.18
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“ Specified Employee
” means a Participant who is a key employee (as defined in
Section 416(i) of the Code without regard to paragraph
(5) thereof). A Participant will be considered a key employee
for the period commencing April 1 and ending on the March 31
thereafter if he or she was a key employee on the previous
December 31 and such designation shall be effective solely for
that period.
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3
A Basic Plan
participant shall become a Participant hereunder if
either:
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(a)
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his
Basic Plan retirement benefit is restricted or reduced by the Code
Section 415 limitations on maximum pensions; or
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(b)
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his
Pay is not fully recognized under the Basic Plan because of the
limitations imposed by Code Section 401(a)(17), and his annual
base salary as of November 1, 2007 is at least $130,232.35 for
2008 Plan Year eligibility (increased each November 1st thereafter
to reflect increases in the Consumer Price Index for the
twelve-month period ending on the immediately preceding
September 30 under section 215(i)(2)(A) of the Social Security
Act).
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Notwithstanding
the foregoing, in no event will any Employee become a Participant
on or after January 1, 2008 except as otherwise provided in
Section A2.1 of the Plan.
4
ARTICLE III
PARTICIPANT ACCOUNTS
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3.1
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Generally .
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A
notional Account shall be established and maintained for each
Participant. A Participant’s Account shall be credited with
Annual Pay Credits and Interest Credits, as defined in the Basic
Plan, in accordance with Sections 3.2 and 3.3. Notwithstanding
the foregoing, in no event will a Participant’s Account be
credited with Annual Pay Credits for any Plan Year beginning on or
after December 31, 2007.
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3.2
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Amount Credited to
Participant .
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(a)
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For
Plan Years commencing prior to January 1, 2008, the amount
credited to a Participant’s Account each Plan Year shall be
equal to the sum of (i) and (ii), where (i) and
(ii) are:
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(i)
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An
Annual Pay Credit equal to the excess, if any, of (A) over
(B), where:
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(A) is the
Annual Pay Credit (as that term is defined under the Basic Plan)
which would have been accrued by such Participant under the Basic
Plan, if the provisions of the Basic Plan were administered without
regard to the benefit limitations of Code Section 415 and
regulations thereunder and the compensation limitations of Code
Section 401(a)(17) and regulations thereunder; and
(B) is the
Annual Pay Credit (as that term is defined under the Basic Plan)
which is accrued by such Participant under the Basic
Plan.
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(ii)
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An
Interest Credit based on the amount of the Participant’s
Account as of the first day of each Plan Year. The Interest Credit
shall be added to each Participant’s Account as of the last
day of the Plan Year.
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(b)
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For
Plan Years commencing on or after January 1, 2008, an Interest
Credit shall be credited to each Participant’s Account. Such
Interest Credit shall be based on the amount of the
Participant’s Account as of the first day of each Plan Year,
and shall be added to each Participant’s Account as of the
last day of the Plan Year.
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(c)
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Except as otherwise provided in
paragraph (d), for any year in which a Plan distribution is made to
a Participant, his or her Interest Credit shall be based on the
amount of the Participant’s Account as of the first day of
the Plan Year for the period from the first day of such Plan Year
to the end of the month preceding the month in which he or she
receives a distribution from this Plan. In no event will Interest
Credits continue after benefits have commenced.
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(d)
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If
a Participant elects to receive his or her Account in installments
as set forth in Section 4.2(a)(ii), he or shall continue to
receive Interest Credits until the year in
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which the final installment is paid.
For such year, the Participant’s Interest Credit shall be
based on the amount of the Participant’s Account as of the
first day of the Plan Year for the period from the first day of
such Plan Year to the end of the month preceding the
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