Exhibit 10.19
IDEXX Laboratories, Inc.
DIRECTOR DEFERRED COMPENSATION PLAN
Restated Effective as of January 1, 2008
The
Director Deferred Compensation Plan of IDEXX Laboratories, Inc.
(the “Plan”) was initially established effective
July 1, 2003 to provide an additional mechanism for satisfying
stock ownership guidelines, as well as to provide a vehicle for
non-employee Directors to defer the receipt of taxable income. The
Plan is intended to be an “unfunded” plan maintained
for the purpose of providing deferred compensation to non-employee
members of the Board of Directors for purposes of Title I of the
Employee Retirement Income Security Act of 1974. The Plan was
amended and restated in its entirety, effective January 1,
2005, primarily for the purpose of complying with the applicable
requirements of Section 409A of the Internal Revenue Code of
1986 (the “Code”), and Proposed Regulations
§§ 1.409A-1 et seq., and the Company operated the Plan in
good faith compliance with Code Section 409A and the restated
Plan document since that time. The Plan is now amended and restated
in its entirety, effective January 1, 2008, for the purpose of
continuing compliance with Section 409A of the Code and Final
Regulations §§1.409A-1 et seq.
ARTICLE I
DEFINITIONS
Unless the context otherwise requires, the following words and
phrases as used herein shall have the following meanings:
Section 1.1 “ACCOUNT” means the bookkeeping
Account maintained for a Participant to which Deferrals (including
all Deferrals denominated as Deferred Stock Units) and Annual
Grants, plus any earnings thereon, are credited.
Section 1.2 “ANNUAL RETAINER” means the annual
cash retainer paid by the Company to Directors.
Section 1.3 “BENEFICIARY” means the person that
the Participant designates to receive any unpaid portion of the
Participant’s Account balance should the Participant’s
death occur before the Participant receives the entire Account
balance. If the Participant does not designate a beneficiary, his
Beneficiary shall be his spouse if he is married at the time of his
death, or his estate if he is unmarried at the time of his
death.
Section 1.4 “BOARD OF DIRECTORS” means the Board
of Directors of IDEXX Laboratories, Inc.
Section 1.5 “CHANGE IN CONTROL” means, solely for
purposes of this Plan, the occurrence of one or more of the
following events with respect to the Company:
(a) Any
one person, or more than one person acting as a group, acquires (or
has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) beneficial
ownership, directly or indirectly, of stock of the Company
possessing 35% or more of the total voting power of the stock of
the Company; or
(b) Individuals constituting a majority of the members of the
Company’s Board of Directors are replaced during any 12-month
period by new directors whose appointment or election is not
approved by a majority of the members of the Company’s Board
of Directors serving immediately before the appointment or election
of any such new directors; or
(c) A
change in the ownership of a substantial portion of the
Company’s assets occurs on the date that any one person, or
more than one person acting as a group, acquires (or has acquired
during the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from the Company that
have a total gross fair market value equal to or more than 40% of
the total gross fair market value of all of the assets of the
Company immediately prior to such acquisition or acquisitions. For
this purpose, gross fair market value means the value of the assets
of the Company, or the value of the assets being disposed of,
determined without regard to any liabilities associated with such
assets.
For
purposes of determining whether a Change in Control has occurred,
the term “person” shall have the meaning given in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and the term
“beneficial owner” shall have the meaning given in
Rule 13d-3 under the Exchange Act.
Section 1.6 “CODE” means the Internal Revenue Code
of 1986, as amended.
Section 1.7 “COMPANY” means IDEXX Laboratories,
Inc. and any subsidiary designated as a participating entity by the
Plan Administrator.
Section 1.8 “DEFERRALS” means amounts deferred
under the Plan pursuant to Article III and allocated to a
Participant’s Account. No money or other assets will actually
be contributed to such Accounts.
Section 1.9 “DEFERRED STOCK UNIT” means a notional
interest in one share of IDEXX Stock. Each Deferred Stock Unit
shall be equivalent in value to one share of IDEXX Stock and shall
be subject to the terms of the 2003 Stock Incentive Plan.
Section 1.10 “DIRECTOR” means a non-employee
member of the Board of Directors.
Section 1.11 “DISABLED” means that a Participant:
(a) is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve months, or
(b) is, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than twelve
months.
Section 1.12 “EFFECTIVE DATE” means the effective
date of this restated plan document, generally January 1,
2005.
Section 1.13 “IDEXX STOCK” means Common Stock of
IDEXX Laboratories, Inc.
Section 1.14 “OTHER COMPENSATION” means cash
compensation paid to a Director, other than the Annual Retainer,
including (without limitation) meeting fees, and annual fees for
committee memberships and committee chairs.
Section 1.15 “PARTICIPANT” means a Director who
participates in the Plan.
Section 1.16 “PLAN” means this Director Deferred
Compensation Plan, as it may be amended from time to time.
Section 1.17 “PLAN ADMINISTRATOR” means the Vice
President — Human Resources of IDEXX Laboratories, Inc. or
any person or entity designated by the Vice President — Human
Resources.
Section 1.18 “PLAN YEAR” means the 12-month period
beginning January 1 and ending December 31.
Section 1.19 “UNFORESEEABLE EMERGENCY” means a
severe financial hardship to the Participant, the
Participant’s spouse or a dependent (as defined in Code
Section 152(a)) of the Participant, loss of the
Participant’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant.
2
ARTICLE II
ELIGIBILITY AND PARTICIPATION
Section 2.1 ELIGIBILITY. Each Director shall be eligible to
become a Participant in the Plan immediately upon the commencement
of his or her membership on the Board.
Section 2.2 PARTICIPATION. A Director may become a Participant
in the Plan by making the applicable election described in
Section 3.1 below. A Director’s participation will
commence with the first quarterly payment of the Annual Retainer
paid after the completion of the Participant’s deferral
election. Each Director shall remain a Participant under the Plan
until all amounts credited to the Participant’s Account
Balance have been distributed to the Participant or the
Participant’s Beneficiary.
ARTICLE III
DEFERRALS; ANNUAL GRANTS; VESTING
Section 3.1 DEFERRALS
(a)
General . A Participant shall make a deferral election by
completing and returning to the Plan Administrator (or his or her
designee) a written election on the form prescribed by the Plan
Administrator. In general, a Participant’s election shall be
made between December 1 and December 31 of the year
immediately preceding the year in which the Annual Retainer and/or
Other Compensation (as applicable) will be earned, and shall become
irrevocable with respect to a Plan Year as of December 31 of
such preceding year. However, a Director who shall first become
eligible to participate in the Plan or any similar non-qualified
deferred compensation plan of the Company after the time specified
for making the deferral election under the Plan for the Plan
Year
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