Exhibit 10.23
IDEXX Laboratories, Inc.
EXECUTIVE DEFERRED COMPENSATION PLAN
Restated Effective as of January 1, 2008
The
Executive Deferred Compensation Plan of IDEXX Laboratories, Inc.
(the “Plan”) was initially established effective
September 1, 2003 to provide a vehicle for the deferral of
taxable income. The Plan is intended to be an
“unfunded” plan maintained for the purpose of providing
deferred compensation to a select group of management employees 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
Accounts maintained for a Participant to which Deferrals, and any
earnings thereon, are credited.
Section 1.2 “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 1.3 “CODE” means the Internal Revenue Code
of 1986, as amended.
Section 1.4 “COMPANY” means IDEXX Laboratories,
Inc. and any subsidiary designated as a participating entity by the
Plan Administrator.
Section 1.5 “COMPENSATION” means Salary and Other
Compensation paid to or earned by a Participant.
Section 1.6 “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 1.7 “DEFERRALS” means amounts deferred
under the Plan pursuant to Article III and allocated to a
Participant’s Investment Accounts. No money or other assets
will actually be contributed to such Investment Accounts.
Section 1.8 “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 1.9 “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, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering
employees of the Company.
Section 1.10 “EFFECTIVE DATE” means the effective
date of this restated plan document, generally January 1,
2008.
Section 1.11 “EMPLOYEE” means an individual who is
employed by the Company.
Section 1.12 “EXECUTIVE” means any Company
Employee at the level of Director, Senior Director, Vice President,
or Corporate Officer.
Section 1.13 “IDEXX STOCK” means Common Stock of
IDEXX Laboratories, Inc.
Section 1.14 “IDEXX STOCK INVESTMENT ACCOUNT”
means an Investment Account in which deferred amounts are valued as
if they were invested in IDEXX Stock.
Section 1.15 “INVESTMENT ACCOUNT” means a book
accounting record, maintained for each Participant, valued in
accordance with the performance of the investment choice in which
the deferred amounts are notionally invested. No funds are actually
contributed to an Investment Account and there are no assets in any
Investment Account.
Section 1.16 “OFFICER” means a corporate officer
of the Company.
Section 1.17 “OTHER COMPENSATION” means any annual
bonus compensation paid to a Participant by the Company. The Plan
Administrator shall determine whether a particular form of bonus
compensation shall be subject to deferral elections under the
Plan.
Section 1.18 “PARTICIPANT” means any Executive
participating in the Plan.
Section 1.19 “PLAN” means this Deferred
Compensation Plan, as it may be amended from time to time.
Section 1.20 “PLAN ADMINISTRATOR” means the Vice
President — Human Resources of IDEXX Laboratories, Inc. or
any person serving in a similar capacity or any person or entity
designated by such person.
2
Section 1.21 “PLAN YEAR” means the 12-month period
beginning January 1 and ending December 31.
Section 1.22 “SALARY” means the gross regular
bi-weekly base wage paid to or earned by a Participant in exchange
for services to the Company.
Section 1.23 “SEPARATION FROM SERVICE” means the
complete discontinuation of the provision of any significant
services by the Executive to the Company in any capacity. For
purposes of determining whether a Separation from Service has
occurred, the Company shall apply the principles set forth in
Treasury Regulations § 1.409A-1(h)(1). Without limiting the
foregoing, the Executive will be considered to be providing only
insignificant services to the Company (even if he continues to
provide some services) if he or she provides no more than 20% of
the services he or she provided during his or her period of regular
full time employment.
Section 1.24 “SPECIFIED EMPLOYEE” means an
Executive who is a “key employee” of the Company,
within the meaning of Code Section 409A(a)(2)(B). The Plan
Administrator shall identify Specified Employees with respect to
each Plan Year in accordance with the procedure described in
Treasury Regulations § 1.409A-1(i).
Section 1.25 “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.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
Section 2.1 ELIGIBILITY. An Executive shall be eligible to
become a participant in the Plan as of his or her first day of
employment with the Company or, if later, the date on which he or
she commences employment in an eligible position. An Executive
shall cease to be eligible to defer Compensation under the Plan if
he or she shall cease to occupy an eligible position.
Section 2.2 PARTICIPATION. An Executive may become a
Participant in the Plan effective as of the first pay period
beginning after delivery to the Plan Administrator (or its
designee) of a completed deferral election in the form prescribed
by the Plan Administrator. Each Executive shall remain a
Participant under the Plan until all amounts credited to the
Participant’s Account have been distributed to the
Participant or the Participant’s Beneficiary.
ARTICLE III
DEFERRALS; VESTING
Section 3.1 DEFERRAL ELECTIONS
(a) A
Participant may elect to defer receipt of Salary and/or Other
Compensation, as and to the extent such deferral opportunities are
made available under the Plan by the Plan Administrator, for a Plan
Year by completing and returning to the Plan Administrator (or his
or her designee) a written election on the form prescribed by the
Plan Administrator. Except as provided below, a Participant’s
election shall be made between December 1 and December 31 of
the year immediately preceding the year in which such Salary and/or
Other Compensation w
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