exv10w2






Exhibit 10.2




Life Technologies Corporation

Deferred Compensation Plan




(as Amended and Restated Effective April 28, 2010)








 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 	 	 
	 	 	 	 
	ARTICLE 1	 	Definitions
	 	 	3	 
	 	 	 
	 	 	 	 
	ARTICLE 2	 	Eligibility
	 	 	8	 
	 	 	 
	 	 	 	 
	ARTICLE 3	 	Eligibility, Enrollment, and Deferral Elections Under Core Deferred Compensation and Directors Components of the Plan	 	 	9	 
	 	 	 
	 	 	 	 
	ARTICLE 4	 	In-Service Distributions and Unforeseeable Financial Emergencies
	 	 	18	 
	 	 	 
	 	 	 	 
	ARTICLE 5	 	Termination
Benefit, Death, Disability Benefit, Change in Control Benefit
	 	 	20	 
	 	 	 
	 	 	 	 
	ARTICLE 6	 	Pre-Retirement Survivor Benefits Under Applera Plan
	 	 	22	 
	 	 	 
	 	 	 	 
	ARTICLE 7	 	Beneficiary Designation
	 	 	23	 
	 	 	 
	 	 	 	 
	ARTICLE 8	 	Leave Of Absence
	 	 	24	 
	 	 	 
	 	 	 	 
	ARTICLE 9	 	Termination, Amendment or Modification
	 	 	24	 
	 	 	 
	 	 	 	 
	ARTICLE 10	 	Administration
	 	 	25	 
	 	 	 
	 	 	 	 
	ARTICLE 11	 	Other Benefits and Agreements
	 	 	26	 
	 	 	 
	 	 	 	 
	ARTICLE 12	 	Claims Procedures
	 	 	26	 
	 	 	 
	 	 	 	 
	ARTICLE 13	 	Trust
	 	 	27	 
	 	 	 
	 	 	 	 
	ARTICLE 14	 	Miscellaneous
	 	 	28	 











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LIFE TECHNOLOGIES CORPORATION

DEFERRED COMPENSATION PLAN

(as Amended and Restated Effective April 28, 2010)




Background and Purpose



          The Applera Corporation Deferred Compensation Plan (the “Applera Plan”) was originally adopted
to provide specified benefits to a select group of management and/or highly-compensated employees
of Applera Corporation (“Applera”), a Delaware corporation, and its subsidiaries. The Applera Plan
was later used to provide benefits to eligible management and/or highly-compensated employees of
Applied Biosystems, Inc. (“ABI”), Applera’s successor.




          Applera, and later ABI, also sponsored the Excess Benefit Plan of Applera Corporation (the
“Excess Plan”). The Excess Plan was designed to provide additional retirement benefits to those
employees whose retirement benefits under the Employee Pension Plan of Applied Biosystems, Inc.,
and/or the Employee 401(k) Savings Plan of Applied Biosystems, Inc., were limited due to the
application of Sections 415 and 401(a)(17) of the Internal Revenue Code.




          ABI merged with Invitrogen Corporation effective November 21, 2008. As of the date of the
merger, Invitrogen Corporation sponsored a nonqualified deferred compensation plan (the “Invitrogen
Plan”) benefiting a select group of management and/or highly-compensated employees and non-employee
directors of Invitrogen Corporation.




          Following ABI’s merger with Invitrogen Corporation, the name of the combined company was
changed to “Life Technologies Corporation.” Life Technologies Corporation amended and restated the
Invitrogen Plan, the Applera Plan, and the defined contribution component of the Excess Plan,
combining them into a single non-qualified deferred compensation plan. The combined plan, as so
amended and restated, is called the Life Technologies Corporation Deferred Compensation Plan (the
“Plan”). The Plan is effective April 28, 2010.




          The combined Plan has four major components: (1) a “Core Deferred Compensation” component
under which a select group of management and/or highly-compensated employees of Life Technologies
Corporation may elect to defer, on a pre-tax basis, all or a portion of their annual salary,
commission, and/or cash bonus; (2) a “Non-employee Director” component under which non-employee
directors of Life Technologies Corporation may elect to defer, on a pre-tax basis, a portion of
their directors’ cash retainer; (3) an “Excess Benefit” component which provides additional
benefits to eligible Life Technologies Corporation employees whose benefits are limited due to the
application of various limits imposed under the Internal Revenue Code; and (4) a “Supplemental
Contribution” component under which eligible employees of Life Technologies Corporation can receive
a discretionary contribution and/or matching contribution.







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          The Plan is intended to reward such persons for their material contributions to the continued
growth, development, and future business success of Life Technologies Corporation, and to provide
them with incentives to put forth maximum effort for the long-term success of Life Technologies
Corporation. The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.




          It is intended that all amounts deferred and vested by employees of Applera and/or ABI under
either the Applera Plan or the Excess Plan prior to January 1, 2005, and any amounts credited as
earnings thereon, shall be considered grandfathered from the application of Code Section 409A.
Nothing in this Plan is intended to affect such amounts, which shall be governed by the terms of
those plans as in effect on October 3, 2004.








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ARTICLE 1

Definitions




     For purposes of the Plan, unless otherwise clearly apparent from the context, the following
phrases or terms shall have the following indicated meanings:



          1.1 “Affiliate” means each entity that is required to be included in the Company’s controlled
group of corporations within the meaning of Code Section 414(b), or that is under common control
within the meaning of Code Section 414(c), provided that for purposes of determining when a
Participant has incurred a Separation from Service, the phrase “at least 50 percent” shall be used
in place of the phrase “at least 80 percent” in each place that phrase appears in the Treasury
Regulations issued thereunder.




          1.2 “Annual Bonus” shall mean any cash compensation payable under the Company’s Incentive
Compensation Plan (or successor plan(s)), sales incentive compensation plan, or any other plan
designated by the Committee (other than Base Annual Salary), before reduction for compensation
voluntarily deferred or contributed by the Participant pursuant to each qualified plan of the
Employer or under Code Section 125 or 132(f) pursuant to plans established by the Employer,
provided that such amounts constitute “performance-based compensation” within the meaning of Code
Section 409A and any Treasury Regulations or other guidance issued thereunder.




          1.3 “Annual Deferral Amount” shall mean that portion of a Participant’s Base Annual Salary and
Annual Bonus that is deferred in accordance with Article 3. In the event of the Participant’s
death or Separation from Service prior to the end of a Plan Year, such year’s Annual Deferral
Amount shall be the actual amount withheld prior to such event.




          1.4 “Annual Installment Payments” shall mean yearly payments of a Participant’s Deferral
Account, calculated as follows: The first Annual Installment Payment shall be determined by
calculating the value of the Deferral Account as of the close of business on the applicable date.
The value of the Deferral Account on that date shall be multiplied by a fraction, the numerator of
which is one, and the denominator of which is the number of Annual Installment Payments selected by
the Participant. Each subsequent Annual Installment Payment shall be determined by calculating the
value of the Deferral Account as of the anniversary of such date, and multiplying this amount by a
fraction, the numerator of which is one, and the denominator of which is the number of Annual
Installment Payments selected by the Participant, minus the number of any Annual Installment
Payments previously paid. By way of example, if the Participant elects Annual Installment Payments
to be made over a ten year period, the first installment shall be 1/10 of the value of the Deferral
Account on the applicable date. The following year, the Annual Installment Payment shall be 1/9
of the value of the Deferral Account as of the anniversary of the applicable date, and so on.




          1.5 “Applera Plan” shall mean the Applera Corporation Deferred Compensation Plan, as in effect
prior to the Effective Date of the Plan.







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          1.6 “Base Annual Salary” for Participants in the Core Deferred Compensation and Excess Benefit
components of the Plan shall mean amounts reportable on the Participant’s Form W-2 for a Plan Year
as compensation for services to the Employer, but excluding reimbursements or other expense
allowances, the value of fringe benefits (both cash and non-cash), moving expenses, all long-term
incentive awards reportable as income, any Annual Bonus that may be awarded to a Participant, and
welfare benefits under plans established by the Employer (except for amounts not currently
includible in the Participant’s income pursuant to Code Sections 125, 132(f), or 402(e)(3));
provided, that in no event will any amount paid to a Participant under the Employer’s long-term
disability program be eligible for deferral under the Plan.




          1.7 “Beneficiary” shall mean one or more individuals, trusts, estates, or other entities,
designated in accordance with Article 7, that are entitled to receive benefits under the Plan upon
the death of a Participant.




          1.8 “Board” shall mean the Board of Directors of the Company.




          1.9 “Change in Control” shall, effective as of the Effective Date, mean: (i) a change in the
ownership of the Company; (ii) a change in the effective control of the Company: or (iii) a change
in the ownership of a substantial portion of the assets of the Company, as such events are
described within the default meaning of a “change of control” contained in the Treasury Regulations
issued pursuant to Code Section 409A.




          1.10 “Claimant” shall mean any Participant or Beneficiary of a deceased Participant who
submits a claim described in Section 12.1.




          1.11 “Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to
time.




          1.12 “Committee” shall mean the committee described in Article 10.




          1.13 “Company” shall mean Life Technologies Corporation, a Delaware corporation, and any
successor to all or substantially all of the Company’s assets or business.




          1.14 “Company Stock” shall mean whichever of the following is applicable: (i) so long as the
Company has only one class of common stock, that class of stock; or (ii) in the event that the
Company at any time has more than one class of stock, the class (or classes) of the Company’s stock
that constitutes “employer securities” as that term is defined in Code Section 409(l).




          1.15 “Company Stock Fund” shall mean an unsegregated fund maintained under the Plan, which is
to be invested in Company Stock.




          1.16 “Core Deferred Compensation Component” shall mean that portion of the Plan the purpose of
which is to permit eligible management and/or highly-compensated Employees to defer a portion of
their Base Annual Salary and/or Annual Bonus.







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          1.17 “Deferral Account” shall mean an account to which shall be credited (i) the sum of all of
a Participant’s Annual Deferral Amounts (including deferrals made prior to the Effective Date),
plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan
that relate to the Participant’s Deferral Account (including amounts credited prior to the
Effective Date), plus (iii) the sum of all of Company contributions under the Excess Benefit
Component and Supplemental Contribution Component less (iii) all distributions made to the
Participant and his / her Beneficiary pursuant to the Plan that relate to the Participant’s
Deferral Account, and less (iv) amounts debited in accordance with all the applicable debiting
provisions of the Plan that relate to the Participant’s Deferral Account. The Deferral Account
shall be a notional bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or his / her designated
Beneficiary, pursuant to the Plan.




          1.18 “Director” shall mean a non-employee member of the Board.




          1.19 “Director’s Fees” shall mean any cash retainer fee or other cash fee paid by the Company
to a Director during the Plan Year as consideration for the Director’s service to the Company.




          1.20 “Disability” or “Disabled” shall have the meaning of such term as set forth in the Life
Technologies Corporation Long-Term Disability Plan covering employees on the U.S. payroll, or any
successor plan or policy providing long-term disability benefits to employees on the U.S. payroll,
provided such meaning shall at all times be consistent with the definition of “disability” under
Code Section 409A and the Treasury Regulations issued thereunder.




          1.21 “Effective Date” shall mean April 28, 2010, the date on which the Plan was adopted and
approved by the Compensation and Organizational Development Committee (the “C&OD Committee”) of the
Board.




          1.22 “Employee” shall mean a person who is an employee of the Employer and paid under the U.S.
payroll.




          1.23 “Employer” shall mean the Company and/or any of its Affiliates (in existence as of the
Effective Date or thereafter formed or acquired).




          1.24 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be
amended from time to time.




          1.25 “Excess Benefit Component” shall mean the portion of the Plan the purpose of which is to
provide additional retirement and/or savings benefits to eligible Employees whose retirement and/or
savings benefits are limited due to the application of the Code.




          1.26 “Excess Plan” shall mean the Excess Benefit Plan of Applera Corporation, as in effect
prior to the Effective Date of the Plan.







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          1.27 “Exchange Act” shall mean the Securities Exchange Act of 1934, as interpreted by
regulations and rules issued pursuant thereto, all as amended and in effect from time to time.




          1.28 “Fair Market Value” shall mean, with respect to a share of Company Stock on any
particular date, the closing sales price of such share of Company Stock on the NASDAQ Stock Market
as of 4:00 p.m. EST on the date in question (or the immediately preceding trading day, if the date
in question is not a trading day).




          1.29 “Grandfathered Benefits” shall mean those amounts deferred and vested under either the
Applera Plan or the Excess Plan prior to January 1, 2005, and any amounts credited as earnings
thereon.




          1.30 “Grant Agreement” shall mean the agreement setting forth the terms and conditions of any
grant of Stock Units under the Plan, the form of which shall be determined and approved by the
Compensation & Organizational Development Committee of the Board.




          1.31 “Identification Date” for the purpose of determining Specified Employees shall mean
December 31.




          1.32 “In-Service Distribution” shall mean the payout set forth in Section 4.1.




          1.33 “Invitrogen Plan” shall mean the Invitrogen Corporation Deferred Compensation Plan, as in
effect prior to the Effective Date of this Plan.




          1.34 “Measurement Fund(s)” shall mean those investment alternatives, other than the Company
Stock Fund, selected by the Benefits Finance Committee and among which a Participant may direct the
deemed investment of his / her Deferral Account for the purpose of crediting additional amounts to
such Deferral Account, as described in Section 3.6. The Benefits Finance Committee may, in its
sole discretion, discontinue, substitute or add a Measurement Fund on a prospective basis at any
time and in any manner it deems appropriate.




          1.35 “Participant” shall mean any Employee or Director who is eligible or selected to
participate in any portion of the Plan.




          1.36 “Plan” shall mean, effective as of the Effective Date, the Life Technologies Corporation
Deferred Compensation Plan, which shall be evidenced by this instrument, as it may be amended from
time to time.




          1.37 “Plan Year” shall mean the period beginning on January 1 of each calendar year and
continuing through December 31 of such calendar year. Plan Year for purposes of the Directors
Component shall mean the period of time beginning on the Company’s annual shareholder meeting and
ending one year later.







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          1.38 “Pre-Retirement Survivor Benefit” shall mean the benefit described in Article 6.




          1.39 “Savings Plan” shall mean the Life Technologies Corporation 401(k) Savings and Investment
Plan.




          1.40 “Separation from Service” shall mean, with respect to any Participant who is an Employee,
the severing of employment or service with the Employer, voluntarily or involuntarily, for any
reason (other than death or Disability) within the default definition of a “separation from
service” contained in Code Section 409A and the Treasury Regulations issued thereunder.





     “Separation from Service” with respect to a Participant who is a Director shall
mean the Participant’s cessation of service as a member of the Board, for any
reason, provided that the cessation of service is a good-faith and complete
termination of the Participant’s relationship with the Employer, within the meaning
of Code Section 409A and the Treasury Regulations issued thereunder. If, at the
time a Participant’s service as Director ends, the Participant begins providing
services to the Employer as an Employee, the Participant shall not experience a
Separation from Service under the terms of the Plan until the Participant
experiences a Separation from Service with the Employer as an Employee within the
default meaning of a “separation from service” contained in Code Section 409A and
the Treasury Regulations issued thereunder.



          1.41 “Separation from Service for Cause” shall mean any termination of employment by the
Company due to misconduct or unsatisfactory performance for any of the following reasons: (i)
commission of a crime against the Company, its affiliates, customers or employees, whether
prosecuted or not; (ii) commission of any other crime or violation of law, statute or regulation
that creates an inability to perform job duties; (iii) failure or inability to perform job duties
due to intoxication by drugs or alcohol during working hours; (iv) conflict of interest, not
specifically waived in advance by the Company; (v) unauthorized release of confidential information
that belongs to the Company, its affiliates, customers or employees; (vi) habitual neglect of
duties; (vii) unsatisfactory performance of job duties or insubordination (including but not
limited to refusal to comply with established policies or procedures or failure to follow
instructions of a supervisor); (viii) other misconduct including, but not limited to: falsification
of the Company’s records, including timekeeping records and the employee’s application for
employment; nonadherence to the Company’s policies, unlawful discrimination or harassment of
another employee, customer or supplier; theft; unauthorized use or possession of property belonging
to the Company, a co-worker or customer; possession of firearms, controlled substances, or illegal
drugs on the Company’s premises or while performing the Company’s business; and any other conduct
interfering with work performance or constituting an unsafe, unethical, or unlawful practice.




          1.42 “Specified Employee” shall mean a Participant who satisfies the requirements of a “key
employee” under Code Section 416(i)(1)(A)(i), (ii) or (iii),






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determined without regard to Code Section 416(i)(5), at any time during the twelve (12) month
period ending on the Identification Date. However, no more than 50 Participants who are “officers”
of the Employer, determined as provided in Treasury Regulation Section 1.416-1, may be treated as
“key employees.” If the Participant is a key employee as of any Identification Date, such
Participant will be treated as a Specified Employee for the entire 12-month period beginning on the
first day of the fourth month next following the Identification Date.




          1.43 “Stock Units” means the hypothetical or notional shares of Company Stock that are
credited to the Participant’s Deferral Account pursuant to Section 3.7.




          1.44 “Supplemental Contribution Component” shall mean the portion of the Plan the purpose of
which is to provide additional company contributions in the form of a discretionary contribution
and/or matching contribution.




          1.45 “Termination Benefit” shall mean the benefit set forth in Article 5.




          1.46 “Trust” shall mean a grantor trust established or to be established by the Company for
the purpose of accumulating funds to satisfy the obligations incurred under the Plan.




          1.47 “Unforeseeable Financial Emergency” shall mean an unanticipated emergency that is caused
by an event beyond the control of the Participant that would result in severe financial hardship to
the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant,
his / her spouse, his / her designated Beneficiary, or his / her dependents (as defined in Code
Section 152(a), without regard to Code Sections 152(b)(i), 152(b)(2) and 152(d)(i)(B)) or (ii) a
loss of the Participant’s property due to casualty, or (iii) such other extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Participant,
all as determined in the sole discretion of the Committee. Notwithstanding the foregoing, an
“Unforeseeable Financial Emergency” with respect to Grandfathered Benefits shall mean the
definition applicable such events prior to January 1, 2005.




          1.48 “Years of Service” shall mean each one year period for which the Participant receives
vesting service credit under the terms of the Plan, using the elapsed time method for such
purposes.




ARTICLE 2

Eligibility




          2.1 Eligibility. The eligibility and enrollment requirements for each of the deferred
compensation components of the Plan are described in Article 3.








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ARTICLE 3

Eligibility, Enrollment, and Deferral Elections Under

Core Deferred Compensation and Directors Components of the Plan




          3.1 Eligibility/Enrollment Requirements. Effective January 1, 2011, each Employee who
is paid on the U.S. payroll and employed in Band 9 or higher shall be eligible to participate in
the Core Deferred Compensation Component of the Plan. Notwithstanding the foregoing, any Employee
who was a participant in either the Applera Plan or the Invitrogen Plan on the day immediately
prior to the Effective Date shall be eligible to participate in the Core Deferred Compensation
Component of the Plan effective as of the Effective Date through December 31, 2010, based on
Deferral Elections made by the Employee pursuant to the Applera Plan or the Invitrogen Plan, as
applicable. On or after the Effective Date, each Director shall be eligible to participate in the
Director’s Component of the Plan. Notwithstanding the foregoing, effective as of the Effective
Date, each Employee who is paid on the U.S. payroll and employed in Band 9 or higher shall be
eligible to defer Annual Bonus, if any, subject to the requirements imposed by Section 3.3(b).




          3.2 Deferral Elections Under Core Deferred Compensation and Directors Components.
Effective as of the Effective Date, a Participant in the Core Deferred Compensation component of
the Plan may elect to defer (such election, a “Deferral Election”), as his / her Annual Deferral
Amount, up to 75% of his / her Base Annual Salary and up to 100% percent of his / her Annual Bonus,
each after reduction for any amounts withheld to pay employment taxes or other permitted payroll
deductions. A Participant’s Deferral Election with respect to his / her Annual Bonus will be
effective, however, only if the Participant is an active Employee of the Employer (or on an
approved leave of absence) on the date the Participant’s Annual Bonus would have been distributed.
Effective as of the Effective Date, a Participant in the Directors Component of the Plan may make a
Deferral Election to defer up to 100% of their Director’s Fees. A Participant’s Deferral Elections
shall be made in increments of one percent (1%).




          3.3 Deferral Election Requirements.




               (a) Deferrals of Base Annual Salary or Director’s Fees. Effective as of the Effective
Date, a Participant’s Deferral Election with respect to Base Annual Salary or Director’s Fees shall
be made in accordance with Code Section 409A, as follows:



                    (i) In general, a Participant’s Deferral Election with respect to Base Annual Salary or
Director’s Fees will be effective only if made prior to the Plan Year in which such Base Annual
Salary or Director’s Fees will be earned.



                    (ii) Notwithstanding the foregoing, if a Participant first becomes eligible to participate in
the Core Deferred Compensation Component of the Plan after the beginning of the Plan Year, the
Participant’s initial Deferral Election with respect to Base Annual Salary will be effective only
if made not later than 30 days after the date on which the Participant first becomes eligible to
participate in the Core Deferred



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Compensation Component of the Plan. If a Participant first becomes eligible to participate in
the Director’s Component of the Plan after the beginning of the Plan year, the Participant’s
initial Deferral Election with respect to Director’s Fees will be effective only if made not later
than 30 days after the date on which the Participant first becomes eligible to participate in the
Directors Component of the Plan, which shall be the date the Participant becomes a new Director.
The Participant’s Deferral Elections under this Section 3.3(a)(ii) shall be effective only with
respect to Base Annual Salary or Director’s Fees earned after the date of the Participant’s initial
Deferral Elections with respect to such amounts.




                    (iii) A Participant’s Deferral Election with respect to his / her Base Annual Salary or
Director’s Fees must be made for each Plan Year as described in this Section 3.3(a). If a
Participant does not make a Deferral Election as described herein, he or she shall be deemed to
have elected not to defer Base Annual Salary or Director’s Fees for such Plan Year.



               (b) Deferral of Annual Bonus. Effective as of the Effective Date, a Participant’s
Deferral Election with respect to Annual Bonus shall be made in accordance with Code Section 409A,
as follows:



                    (i) In general, a Participant’s Deferral Election with respect to an Annual Bonus will be
effective only if made prior to the Plan Year in which the performance period for such Annual Bonus
commences.



                    (ii) Notwithstanding the foregoing, provided that any Annual Bonus paid to a Participant (A)
is considered “performance-based compensation” under Code Section 409A, (B) is based on services
performed by the Participant over a period of at least 12 months, and (C) is not readily
ascertainable at the time the Participant’s Deferral Election is made, then, subject to the
requirements of Section 3.3(a)(ii), the Participant’s Deferral Election with respect to the Annual
Bonus will be effective only if made at least six months prior to the end of the performance period
applicable to such Annual Bonus, as the Committee may determine and permit.



                    (iii) A Participant’s Deferral Election with respect to their Annual Bonus must be made for
each Plan Year as described in this Section 3.3(a). If a Participant does not make an election as
described above, he or she shall be deemed to have elected not to defer his or her Annual Bonus for
such Plan Year.



               (c) Time and Form of Benefit Payments. Participants may elect to receive each year’s
Base Annual Salary, Annual Bonus, or Director’s Fee that was deferred in accordance with Section
3.3(a) and (b) either (i) in a lump sum as an In-Service Distribution (except for deferrals that
were invested in the Company Stock Fund) or (ii) pursuant to the form and timing of distribution
provisions contained in Article 5.



               (d) Additional Elections. The Participant shall also make such other elections as the
Committee deems necessary or desirable under the Plan. All elections shall be made in such form
and manner as the Committee shall direct or permit.



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          3.4 Withholding of Annual Deferral Amounts.




               (a) Generally. For each Plan Year in which a Deferral Election is in effect, the
Employer shall withhold from the Participant’s Base Annual Salary, Director’s Fees and/or Annual
Bonus, as the case may be, such amount, if any, elected by the Participant as his / her Annual
Deferral Amount. Base Annual Salary shall be withheld from each regularly scheduled Base Annual
Salary payroll, as adjusted from time to time for increases and decreases in the Participant’s Base
Annual Salary, commencing with the later of (i) the first full pay period beginning after the
beginning of the Plan Year, or (ii) the first full pay period after the Participant’s Deferral
Election becomes effective. The Annual Bonus and/or Director’s Fees portion of the Annual Deferral
Amount shall be withheld at the time the Annual Bonus and/or Director’s Fees would otherwise be
paid to the Participant.



               (b) Commencement of Participation. An Employee shall participate in the Plan
commencing with the first full pay period or payment date commencing after he or she has satisfied
the enrollment requirements, and his / her Deferral Election has become effective as provided in
Section 3.3.



               (c) Termination of Participation and/or Deferrals. A Participant’s Deferral
Elections under the Plan shall terminate as of the date of (i) his / her Separation from Service as
an Employee, (ii) his / her Separation from Service as a Director, or (iii) the date the
Participant no longer meets the eligibility requirements of the Plan. In addition, a Participant’s
Deferral Elections under the Plan will be terminated for the remainder of any Plan Year in which
occurs an Unforeseeable Financial Emergency with respect to such Participant.



          3.5 Vesting. A Participant shall at all times be 100% vested in any deferrals of Base
Annual Salary, Director’s Fees, and/or Annual Bonus, and any earnings thereon, held in his or her
Deferral Account.




          3.6 Crediting/Debiting of Account Balances. In accordance with, and subject to, the
rules and procedures that are established from time to time by the Committee in its sole
discretion, amounts shall be credited or debited to a Participant’s Deferral Account in accordance
with the following rules:




               (a) Investment of Deferrals of Annual Deferral Amount or Director’s Fees. A
Participant, in connection with any Deferral Election made in accordance with Section 3.2 above,
shall elect, in such form and manner as the Committee may direct or permit, the percentage of
Annual Deferral Amount that will be deemed invested in each available Measurement Fund or, in the
case of his / her Annual Bonus if so elected, in the Company Stock Fund. Such initial investment
election shall be made as of the date the Participant commences or recommences participation in the
Plan and shall continue to apply to the Participant’s Annual Deferral Amount, unless changed in
accordance with the next sentence. The Participant may make changes to his / her investment
elections at such times and in such manner as the Committee may permit, and such elections shall
apply to the Participant’s Annual Deferral Amount from and



11









 




after the effective date of such election. Any investment election timely and properly made
pursuant to this Section 3.6(a) with respect to the Participant’s Annual Deferral Amount shall
remain in effect until changed by the Participant. The Committee shall have complete discretion to
adopt and revise procedures to be followed in making investment elections. Notwithstanding the
foregoing, pursuant to the restrictions imposed by Section 3.7(c), amounts invested in the Company
Stock Fund may not be reallocated to other Measurement Funds.




               (b) Investment of Existing Account Balances. A Participant shall elect, in such form
and manner as the Committee may direct or permit, the percentage of the Participant’s Deferral
Account that will be deemed invested in each Measurement Fund. The Participant may make changes to
such investment elections at such times and in such manner as the Committee may permit, and such
investment elections shall apply to the Participant’s Deferral Account from after the effective
date of such change of election. Notwithstanding the foregoing, pursuant to the restrictions
imposed by Section 3.7(c), amounts invested in the Company Stock Fund may not be reallocated to
other Measurement Funds. Any investment election timely and properly made pursuant to this Section
3.6(b) with respect to the Participant’s Deferral Account shall remain in effect until changed by
the Participant. The Committee shall have complete discretion to adopt and revise procedures to be
followed in making investment elections.



               (c) Proportionate Allocation. In making any election described in Section 3.6(a) and
(b) above, the Participant shall specify any whole percentage of his or her Annual Deferral Amount
and/or Deferral Account to be allocated to each available Measurement Fund or to the Company Stock
Fund. Such amounts shall be allocated to each selected Measurement Fund or to the Company Stock
Fund as though the Participant was making an investment in such Measurement Funds or in the Company
Stock Fund. Such election shall be made in such form and manner as the Committee shall direct or
permit. Notwithstanding the foregoing, pursuant to the restrictions imposed by Section 3.7(c),
amounts invested in the Company Stock Fund may not be reallocated to other Measurement Funds.



               (d) Crediting or Debiting Method. The performance of each Measurement Fund (whether
positive or negative) will be determined by the Committee, in its reasonable discretion, based on
the actual performance of the Measurement Funds themselves. A Participant’s Deferral Account shall
be credited or debited on a daily basis based on the performance of each Measurement Fund selected
by the Participant as though: (i) the Participant’s Deferral Account was invested in the
Measurement Fund(s) selected by the Participant, in the percentages specified by the Participant,
as of the close of business on such date and at the closing price on such date; (ii) the
Participant’s Annual Deferral Amount was invested in the Measurement Fund(s) selected by the
Participant, in the percentages specified by the Participant as of the close of business on the
business day on which such amounts are actually credited from the Participant’s Base Annual Salary,
Annual Bonus or Director’s Fees, as the case may be, and at the closing price on such date; and
(iii) any distribution made to the Participant which decreased the amounts held in his or her
Deferral Account ceased being invested in the Measurement



12









 




Fund(s), in the applicable percentages, as of the business day prior to the distribution, and
at the closing price on such date.




               (e) No Actual Investment. Notwithstanding any other provision of the Plan to the
contrary, the Measurement Fund(s) are to be used for measurement purposes only, and a Participant’s
election of any such Measurement Fund(s), the allocation of his / her Annual Deferral Amount and/or
Deferral Account thereto, the calculation of additional amounts and the crediting or debiting of
such amounts to a Participant’s Deferral Account shall not be considered or construed in any manner
as an actual investment of, or as a requirement or direction to actually invest, the Participant’s
Annual Deferral Amount or Deferral Account in any such Measurement Fund(s). In the event that the
Company or the trustee of the Trust, each in its own discretion, decides to invest funds in any or
all of the Measurement Funds, no Participant shall have any rights in or to such asset investments
themselves. Without limiting the foregoing, a Participant’s Deferral Account shall at all times be
a bookkeeping entry only and shall not represent any investment made on the Participant’s behalf by
the Company or the Trust. The Participant shall at all times remain an unsecured creditor of the
Company. If a Participant fails to elect a Measurement Fund in which to invest his / her Annual
Deferral Amount and/or Deferral Account, the default investment fund selected by the Committee
shall be deemed to be the Measurement Fund selected by the Participant, subject to the
Participant’s right to change such Measurement Fund as provided under the Plan. Notwithstanding
the preceding sentence, any Make-Up Match shall automatically be deemed to be invested in the
default investment fund selected by the Committee. A participant may thereafter reallocate any
Make-Up Match deemed invested in such default investment fund in accordance with Section 3.6(b).



          3.7 Company Stock Fund.




               (a) Investment in Company Stock Fund. In addition to selecting one or more
Measurement Funds in which his / her Annual Bonus may be invested pursuant to Section 3.6, a
Participant may also elect to invest all or any portion of his / her Annual Bonus or Director’s
Fees in the Company Stock Fund. The Participant’s election to invest all or a portion of his / her
Annual Bonus or Director’s Fees in Stock Units shall be made at the same time, and in such form and
manner, as an election to allocate a portion of the Participant’s Annual Bonus or Director’s Fees
among one or more Measurement Funds. In addition, the Supplemental Company Match contributed by
the Company relative to Annual Bonus deferrals on the Participant’s behalf will, as provided in
Section 3.10, be invested in Stock Units held in the Company Stock Fund. Pursuant to the
restrictions imposed by Section 3.7(c), amounts invested in the Company Stock Fund may not be
reallocated to other Measurement Funds.



     Investment in the Company Stock Fund, as described in this Section 3.7, is intended to comply
with all applicable conditions of Rule 16b-3 of the Exchange Act. The Committee shall administer
the Plan so that investments in the Company Stock Fund under this Section 3.7 shall be exempt from
or comply with Section 16 of the Exchange Act, and shall have the right to restrict or rescind any
investment, or impose other rules



13









 




and requirements, to the extent it deems necessary or desirable for such exemption or compliance to
be met.




               (b) Amounts Invested. Any portion of a Participant’s Annual Bonus or Supplemental
Company Match that is invested in Company Stock, shall be invested in Stock Units (whether whole or
partial). The number of Stock Units shall be determined based on then Fair Market Value of the
Company Stock on the date of grant. The Fair Market Value of any partial shares of Company Stock
attributable to the investment of any or all of the Participant’s Annual Bonus or Supplemental
Company Match in the Company Stock Fund shall be allocated to the Participant’s Deferral Account.



               (c) No Re-Allocation of Investments. Unlike amounts deemed invested in the
Measurement Funds pursuant to Section 3.6, amounts a Participant has elected to invest in shares of
Company Stock may not later be reallocated to other Measurement Funds. In accordance with Section
3.7(a), the Committee may restrict additional investments, rescind investments, or impose other
rules or procedures, to the extent deemed desirable by the Committee in order to comply with the
Exchange Act, including, without limitation, application of the review and approval provisions of
this Section 3.7(c) to Participants who are not subject to Section 16 of the Exchange Act.



               (d) Company Stock Splits and Other Capital Reorganization. Any Company Stock received
by the Company Stock Fund as a result of a stock split or a reorganization or other
recapitalization of the Company shall be allocated, on a pro rata basis, as soon as practicable
after its receipt to the accounts of those Participants having investments in Stock Units.



               (e) Distribution. All distributions under the Plan shall be made in cash with the
exception of Stock Units which shall be made in shares of Company Stock.



          3.8 Benefits Under the Excess Benefit Component of the Plan.




               (a) Eligibility and Enrollment. Any Employee on the U.S. payroll whose contributions,
whether elective deferrals or Company contributions, to the Savings Plan are limited due to the
application of the Code, shall automatically participate in the Excess Benefit Component of the
Plan.



               (b) Amount of Benefits. Participants in the Excess Benefit Component of the Plan
shall receive an amount (the “Make-Up Match”) equal to the sum of the following amounts:



                    (i) Prior to the Effective Date, amounts accrued under the Excess Plan equal to the Employer
Matching Contributions which would have been allocated on the Participant’s behalf under Article
III of the Employee (401(k) Savings Plan of Applera Corporation (the “Applera Savings Plan”) and/or
Article III of the Savings Plan, if the limitations under Code Sections 415 and 401(a)(17) were
not



14









 




applicable, adjusted to take into account investment income and gain or loss on such amounts
as provided under the terms of the Excess Plan.




                    (ii) On or after the Effective Date, an amount equal to the Employer Matching Contributions
which would have been allocated on the Participant’s behalf under Article III of the Savings Plan
if the limitations under Code Sections 415 and 401(a)(17) were not applicable.



                    (iii) In order to receive the amount described in Section 3.8(b)(ii), above, a Participant
must make pre-tax contributions under the Savings Plan equal to the Code Section 402(g) limitation
in effect for the Plan Year. In addition, the Participant must be actively employed by the
Employer (or on an approved leave of absence) on the last day of the Plan Year with respect to
which the Make-Up Match is made. Effective as of the Effective Date, the amount of the Make-Up
Match shall be equal to the lesser of: (1) four and one-half percent (4.5%) of the Participant’s
gross compensation before pre-tax reductions as determined under the Savings Plan, or (2) the Code
Section 402(g) limitation in effect for the plan Year offset by any Employer Matching Contributions
made on the Participant’s behalf pursuant to the terms of the Savings Plan. Effective as of the
Effective Date, any Make-Up Match allocated to a Participant shall be invested in the Measurement
Fund(s) selected by the Benefits Finance Committee.



               (c) Time and Form of Benefit Payments.



                    (i) Any Make-up Match attributable to amounts accruing or contributed to the Savings Plan
prior to the Effective Date, as described in Section 3.8(b)(i), shall be payable to the Participant
or his / her Beneficiary in a single lump sum on the date that is six (6) months after the
Participant’s Separation from Service (or within 30 days following that date if it is not
reasonably practicable to distribute it by then).



                    (ii) The Make-Up Match described in Section 3.8(b)(ii) shall be payable to the Participant or
his / her Beneficiary in the form of a lump sum.



               (d) Vesting. A Participant shall not have a right to receive a Make-up Match under
this Plan unless:



                    (i) For purposes of the portion of the Make-up Match for the Plan Year determined as provided
in Section 3.8(b)(i), the Participant has completed Years of Service under the Applera Savings Plan
in accordance with the following schedule;



	 	 	 	 	 
	Years of Vesting Service	 	Vesting Percentage
	 
	 	 	 	 
	Less than 1
	 	 	0	%
	More than 1 but less than 2
	 	 	50	%
	More than 2
	 	 	100	%






15









 






                    (ii) For purposes of the portion of the Make-Up Match for the Plan Year determined as provided
in Section 3.8(b)(ii) ), the Participant has completed Years of Service under the Savings Plan in
accordance with the following schedule:



	 	 	 	 	 
	Years of Vesting Service	 	Vested Percentage
	 
	 	 	 	 
	Less than 1
	 	 	0	%
	More than 1, but less than 2
	 	 	50	%
	More than 2
	 	 	100	%






               (e) Forfeiture. A forfeiture will occur if a Participant Separates from Service with
the Employer when the Participant is less than one hundred percent (100%) vested in his / her
Make-Up Match as described above. The unvested interest in a Participant’s Make-up Match shall be
forfeited as of the date on which the Participant experiences a Separation from Service.
Notwithstanding the number of Years of Service, the Make-Up Match provided for in this Section 3.8
will also be forfeited upon a Separation from Service for Cause.



                    Any portion of the Make-up Match that is forfeited as provided in this Section 3.8(e) may be
used by the Company to pay Plan expenses or to fund any Make-Up Match for other Participants. To
the extent permissible under Code Section 409A, and notwithstanding any provision which may be
included in a Participant’s Grant Agreement to the contrary, any Supplemental Company Match shall
be forfeited (or will have to be repaid) following a Separation from Service due to a finding by
the Committee that the Participant engaged in any of the “Prohibited Activities” outlined in the
Company’s most recent form of equity grant agreement.



               (f) Special Vesting Rule. On or after the Effective Date, notwithstanding the number
of Years of Service credited to a Participant, a Participant shall be 100% vested in any Make-Up
Match held in his or her Deferral Account following a Change in Control, the Participant’s death,
Disability, or involuntary Separation from Service without Cause (as the term “Cause” is defined in
Section 1.41).



          3.9 Benefits under the Supplemental Contribution Component of the Plan. Under the
Supplemental Contribution Component of the Plan, Participants can receive a supplemental Company
matching contribution and/or a discretionary Stock Unit grant, as described in Sections 3.10 and
3.11, respectively.




          3.10 Benefits Under the Supplemental Company Match.




               (a) Eligibility. Effective as of the Effective Date, a Participant, other than a
Director, in the Core Deferred Compensation Component of the Plan shall be eligible to receive an
additional matching contribution from the Company (the “Supplemental Company Match”) for a
particular Plan Year if:



16









 





                    (i) the Participant receives an Annual Bonus for such Plan Year, with respect to which the
Participant makes a Deferral Election pursuant to Section 3.3(b);



                    (ii) the Participant is employed by the Employer (or on an approved leave of absence) on the
date on which the Supplemental Company Match is credited to the Participant’s Deferral Account; and



                    (iii) the Participant elects to invest all or a portion of the Annual Bonus he or she elects
to defer for such Plan Year in the Company Stock Fund pursuant to Section 3.7.



               (b) Amount and Investment of Match. The Supplemental Company Match shall be an amount
determined each year at the discretion of the C&OD Committee which shall range between 0% and 50%
of the portion of the Participant’s Deferral Election with respect to the Participant’s Annual
Bonus for a particular Plan Year that the Participant elects to invest in the Company Stock Fund.
The amount of the matching contribution shall not exceed the lesser of (i) the percentage
determined in the preceding sentence of the Participant’s target Annual Bonus for the year, or (ii)
the portion of the Annual Bonus that the Participant elects to defer for such Plan Year. The
Supplemental Company Match shall be invested in the Company Stock Fund as provided in Section 3.7.



               (c) Vesting. A Participant’s right to receive a distribution of the Supplemental
Company Match, if any, for any particular Plan Year shall be forfeited unless the Participant has
completed three Years of Service with respect to each year’s grant of the Supplemental Company
Match. The Plan Year in which occurs the payment of the Participant’s Annual Bonus with respect to
which a grant of Supplemental Company Match is made to the Participant shall constitute the first
Year of Service with respect to each grant of Supplemental Company Match for purposes of this
Section 3.10(c). A Participant shall also be 100% vested in his or her Supplemental Company Match
upon the attainment of age 60 with at least 10 Years of Service. Notwithstanding the preceding
sentence, if a Participant who is age 60 with 10 Years of Service Separates from Service (other
than a Separation from Service for Cause) before completing three Years of Service with respect to
any year’s Supplemental Company Match, the payment of that year’s Supplemental Company Match shall
be delayed until the Participant would have satisfied the three year vesting requirement had the
Participant remained an Employee following the date of his or her actual Separation from Service.



               (d) Forfeiture. To the extent permissible under Code Section 409A, and
notwithstanding any provision which may be included in a Participant’s Grant Agreement to the
contrary, any Supplemental Company Match shall be forfeited (or will have to be repaid) following
either (i) a Separation from Service for Cause, or (ii) a finding by the Committee in its sole
discretion that the Participant engaged in any of the “Prohibited Activities” outlined in the
Company’s most recent form of equity grant agreement.



17









 





               Any portion of Supplemental Company Match that is forfeited as provided in this Section
3.10(d) may be used by the Company to pay Plan expenses or to fund the Supplemental Company Match
for other Participants.



               (e) Distribution. The vested portion of each grant of Supplemental Company Match made
to a Participant shall be payable to the Participant or his / her Beneficiary at such time and in
such form as elected by the Participant pursuant to Article 5. These distributions shall be made
in the form of Company Stock except that the value of any partial shares shall be distributed in
the form of cash.



          3.11 Discretionary Stock Unit Grants.




               (a) Grant of Stock Units. At its sole discretion, the Compensation & Organizational
Development Committee of the Board may credit the Deferral Account of an eligible Participant with
such number of Stock Units as shall be determined by the Compensation & Organizational Development
Committee of the Board.



               (b) Grant Terms, Vesting. The terms and conditions of any such grant of Stock Units,
including the vesting conditions of such grant, shall be set forth in a separate Grant Agreement,
subject to the requirements of this Section 3.11.



               (c) Transactions Affecting Common Stock. In the event of any merger, share exchange,
reorganization, consolidation, recapitalization, stock dividend, stock split, or other change in
corporate structure of the Company affecting shares of Company Stock, the Compensation &
Organizational Development Committee may make appropriate equitable adjustments with respect to the
Stock Units credited to the Deferral Account of each Participant, including without limitation,
adjusting the date as of which such units are valued and/or distributed, as the Compensation &
Organizational Development Committee determines is necessary or desirable to prevent the dilution
or enlargement of the benefits intended to be provided under the Plan.



               (d) No Shareholder Rights With Respect to Stock Units. Eligible Participants shall
have no rights as a shareholder with respect to the Stock Units credited to their Deferral
Accounts.



ARTICLE 4

In-Service Distributions and Unforeseeable Financial Emergencies




          4.1 In-Service Distributions.




               (a) In connection with Deferral Elections made with respect to Plan Years beginning on or
after the Effective Date, a Participant may elect to receive a lump-sum distribution (an
“In-Service Distribution”) of the Annual Deferral Amount for a particular Plan Year on a future
date. The In-Service Distribution shall be equal to the Annual Deferral Amount plus any amounts
credited or debited on such amount in accordance with Section 3.6 and shall be determined at the
time the In-Service



18









 




Distribution becomes payable. Subject to any discretion properly reserved to the Employer
under Code Section 409A and the other terms and conditions of the Plan, each In-Service
Distribution elected by the Participant shall be paid no later than January 31st of any
Plan Year designated by the Participant that is at least 24 months after the first day of the Plan
Year in which the Annual Deferral Amount is actually deferred, or the next succeeding date during
such Plan Year on which the performance of the Measurement Funds can be measured. No distribution
of Company Stock will be made prior to a Participant’s Separation from Service.




               (b) Notwithstanding anything to the contrary contained in Section 4.1(a) or this Plan, a
Participant may elect to change the time of payment of a future In-Service Distribution by making a
new election, in such form and manner as the Committee shall direct or permit, at least 12 months
prior to the day in which such In-Service Distribution would have otherwise been paid. The
In-Service Distribution subject to such new election shall be payable not earlier than five years
after the date the In-Service Distribution would have otherwise been paid, except in the case of an
Unforeseeable Financial Emergency under Section 4.3.



          4.2 Other Benefits Take Precedence Over In-Service Distribution. In the event of the
Participant’s Separation from Service, upon the Participant’s death, Disability, or in the event of
a Change in Control, any Annual Deferral Amount, plus amounts credited or debited thereon or any
value accruing to such amount if invested in the Company Stock Fund that is subject to an
In-Service Distribution election shall not be paid in accordance with the requirements of Section
4.1, but shall instead be paid in accordance with Article 5. Subject to the requirements of
Article 6, if applicable, in the event of the Participant’s death prior to his / her Separation
from Service, any Annual Deferral Amount, plus amounts credited or debited thereon or value
accruing to thereto, that is subject to an In-Service Distribution election shall not be paid in
accordance with Section 4.1, but shall instead be paid in accordance with Article 5.




          4.3 Unforeseeable Financial Emergency. Effective as of the Effective Date, if the
Participant experiences an Unforeseeable Financial Emergency, the Participant may petition the
Committee to receive a payout from the Plan with respect to amounts other than Grandfathered
Benefits attributable to deferrals under the Applera Plan. The payout shall not exceed the lesser
of the Participant’s Deferral Account, calculated on the date of payment and less any Grandfathered
Benefits attributable to deferrals under the Applera Plan, or the amount reasonably needed to
satisfy the Unforeseeable Financial Emergency plus taxes reasonably anticipated as a result of the
payout. However, no payout will be allowed under this Section 4.3 to the extent that the
Unforeseeable Financial Emergency may be relieved through reimbursement or compensation by
insurance or otherwise, or by liquidation of the Participant’s assets (to the extent such
liquidation would not itself cause a severe financial hardship). If the Committee approves the
Participant’s request for a distribution on account of an Unforeseeable Financial Emergency, such
distribution shall be made to the Participant, in a single lump sum, as soon as administratively
possible but not more than 30 days following the date of the Committee’s approval.







19









 








          Grandfathered Benefits attributable to deferrals under the Applera Plan may be distributed on
account of an unforeseeable financial emergency pursuant to the terms governing such distributions
contained in the Applera Plan in effect prior to January 1, 2005.




ARTICLE 5

Termination Benefit, Death, Disability Benefit, Change in Control Benefit




          5.1 Termination Benefit. Effective as of the Effective Date, and except as otherwise
provided under the terms of the Plan, a Participant who experiences a Separation from Service shall
receive an amount equal to the total vested amounts credited to his / her Deferral Account, reduced
by any forfeitures required under the terms of the Plan, determined as of the date such amount
becomes payable (the “Termination Benefit”).




          5.2 Payment of Termination Benefit. Effective January 1, 2011, a Participant, in
connection with his / her commencement of participation in the Plan, shall elect to receive the
Termination Benefit payable with respect to amounts credited to the Participant’s Deferral Account
during the Plan Year in which the Participant commences participation as a single lump sum or as
Annual Installment Payments paid annually over a period of two to ten years, at the Participant’s
election. Prior to the beginning of each subsequent Plan Year, the Participant shall elect to
receive the Termination Benefit payable with respect to amounts credited to the Participant’s
Deferral Account during such subsequent Plan Year as a single lump sum or as Annual Installment
Payments paid annually over a period of two to ten years, at the Participant’s election.
Notwithstanding the foregoing, with respect to a Termination Benefit payable with respect to
amounts deferred on or before December 31, 2010, the Participant’s most recent distribution
election which has been accepted by the Committee shall govern the payout of the Participant’s
Termination Benefit. The Participant may change his / her election as to the form of his / her
Termination Benefit with respect to amounts credited to the Participant’s Deferral Account during
any particular Plan Year by making a new election in the form and manner specified by the
Committee, provided that: (i) any such change of election shall be made at least 12 months prior
to the Participant’s Separation from Service, and (ii) distribution of the Participant’s
Termination Benefit with respect to amounts credited to the Participant’s Deferral Account during
such Plan Year may not be made or commence earlier than five years after the date such amount would
have otherwise become payable pursuant to the Participant’s original distribution election. If the
Participant has elected to receive his / her Termination Benefit with respect to amounts credited
to the Participant’s Deferral Account during a particular Plan Year in the form of Annual
Installment Payments, those Annual Installment Payments shall include any amounts credited or
debited to the Participant’s Deferral Account as provided in Section 3.6, above, or any value
accruing to such amounts as are invested in the Company Stock Fund pursuant to Section 3.7. If a
Participant does not make any election with respect to the payment of his / her Termination Benefit
with respect to amounts credited to the Participant’s Deferral Account during a particular Plan
Year, then the Participant’s Termination Benefit with respect to amounts credited to the Participant’s






20









 







Deferral Account
during such Plan Year shall be paid to the Participant in a single lump sum.




          Notwithstanding the foregoing, to the extent necessary to comply with the requirements of Code
Section 409A, a Participant’s Termination Benefit shall be paid in accordance with any distribution
elections made by the Participant under the Applera Plan, the Invitrogen Plan, and/or the Excess
Plan.




          5.3 Commencement of Payment. Generally, payment of a Participant’s Termination
Benefit shall be made or commence to be made not later than 60 days following the Participant’s
Separation from Service. Subsequent Annual Installment Payments shall thereafter be paid on the
anniversary of such initial payment provided, however, that subject to any discretion properly
reserved to the Employer under Code Section 409A, in the case of Participants who are also
Specified Employees and Section 16(b) of the Securities Exchange Act in the case of any Participant
subject to such section, the Termination Benefit payable under this Article 5 to a Participant who
is a Specified Employee shall be paid or commence to be paid no earlier than the date that is six
months after the Participant’s Separation from Service and no later than 30 days following such
date. Subsequent Annual Installment Payments, if any, paid to a Participant who is a Specified
Employee shall thereafter be paid not later than 30 days following the anniversary of the
Participant’s Separation from Service. Such six-month delay in payment shall not apply to the
payment of a Disability benefit or a Change in Control benefit as described in Sections 5.5 or 5.7,
respectively.




          5.4 Payment on the Participant’s Death.




               (a) Death Prior to Separation from Service. All amounts held in a Participant’s
Deferral Account shall be 100% vested as of the date of the Participant’s death if the Participant
dies prior to Separation from Service. Except to the extent Article 6 may apply, if a Participant
dies prior to Separation from Service, the Participant’s Deferral Account shall be paid to the
Participant’s Beneficiary in a single lump sum as soon as administratively feasible, but not later
than 60 days following the date on which the Committee is provided with proof that is satisfactory
to the Committee, in its sole discretion, of the Participant’s death.



               (b) Death Prior to Completion of Payment of Termination Benefit. If a Participant
dies after Separation from Service but before the Termination Benefit described in Section 5.1 is
paid in full, payments of the Participant’s unpaid Termination Benefit shall continue to be made to
the Participant’s Beneficiary in the same amounts and at the same times as the Termination Benefit
would have been paid to the Participant had the Participant survived. Notwithstanding the
foregoing, effective as of the Effective Date, if a Participant dies after Separation from Service
but before the Termination Benefit is paid in full, the Participant’s unpaid Termination Benefit
shall be paid to the Participant’s Beneficiary in a single lump sum, and shall be paid as soon as
administratively feasible, but not later than 60 days following the date on which the Committee is
provided with proof that is satisfactory to the Committee, in its sole discretion, of the
Participant’s death.



21









 





          5.5 Disability. All amounts held in a Participant’s Deferral Account shall be 100%
vested as of the date of the Participant’s Disability if the Participant becomes Disabled prior to
Separation from Service. Upon a determination by the Committee that a Participant is Disabled, he
or she shall be entitled to receive a “Disability Benefit” equal to the 100% vested value of his /
her Deferral Account, based upon the value of such Deferral Account as of the date of distribution.
The Disability Benefit will be paid to the Participant in a single lump sum as soon as
administratively feasible, but in no event later than 60 days after the Committee determines that
the Participant is Disabled.




          5.6 Separation from Service Without Cause. Upon a Participant’s involuntary
Separation from Service without Cause, as the term “Cause” is defined in Section 1.40, all amounts
held in a Participant’s Deferral Account shall be 100% vested.




          5.7 Change in Control.




               (a) All amounts held in a Participant’s Deferral Account shall be 100% vested as of the date
of a Change in Control. In addition, notwithstanding the requirements of Sections 3.8 and/or 3.9
to the contrary, any Make-Up Match or Supplemental Company Match awarded to a Participant shall be
100% vested as of the date of a Change in Control. Upon the occurrence of a Change in Control, the
Participant shall be entitled to receive a “Change in Control Benefit” equal to the total of the
following amounts: (i) the value of any amounts in the Participant’s Deferral Account that were
previously deferred under the Invitrogen Plan; (ii) the value of any amounts in the Participant’s
Deferral Account that were deferred by, or on behalf of, the Participant on or after the Effective
Date; (iii) the value of any Make-Up Match awarded to the Participant on or after the Effective
Date; and (iv) the value of any Supplemental Company Match. The value of any Make-Up Match or
Supplemental Company Match included in the Change in Control Benefit, as described above, shall be
determined in accordance with the requirements of Section 3.6.



               (b) The Change in Control Benefit will be paid to the Participant in a single distribution
(either in cash or Company Stock, depending on the type of deferral) as soon as administratively
feasible, but in no event later than 60 days after the date the occurrence of the Change of Control
is communicated in writing to any member of the Committee.



          5.8 Valuation of Distributions. Distributions made under the terms of the Plan shall
be valued as of the date of distribution to the Participant or his / her Beneficiary.




ARTICLE 6

Pre-Retirement Survivor Benefits Under Applera Plan




          6.1 Application. This Article 6 shall apply only to Participants who made
Pre-Retirement Survivor Benefit elections under the terms of the Applera Plan with respect to
amounts deferred prior to the Effective Date, and any earnings on such






22









 







amounts. Such a Participant, in connection with his / her commencement of participation in
the Applera Plan, may have elected to have a Pre-Retirement Survivor Benefit paid to his / her
Beneficiary in a lump sum or pursuant to an Annual Installment Method of 5, 10, or 15 years. In
such case, the election most recently accepted by the Committee prior to the Effective Date shall
govern the payout of the Participant’s Pre-Retirement Survivor Benefit to his / her Beneficiary.




          6.2 Pre-Retirement Survivor Benefit. If a Participant described in Section 6.1 dies
before he or she experiences a Separation from Service, the Participant’s Beneficiary shall receive
a “Pre-Retirement Survivor Benefit” equal to the value of any amounts held in the Participant’s
Deferral Account that were deferred under the Applera Plan prior to the Effective Date, plus any
earnings on such amounts. The Pre-Retirement Survivor Benefit shall be determined as of the date
such amount becomes payable to the Beneficiary (rather than the date of the Participant’s death).




          6.3 Payment of Pre-Retirement Survivor Benefit. If the Participant has elected for
his / her Beneficiary to receive the Pre-Retirement Survivor Benefit pursuant to an Annual
Installment Method, such installment payments shall include earnings (if any) on amounts in the
Participant’s Deferral Account that were deferred under the Applera Plan prior to the Effective
Date, as provided in Section 3.6 above. Subject to any discretion properly reserved to the
Employer under Code Section 409A, payment of the Pre-Retirement Survivor Benefit shall be made or
commence no later than 60 days following the date on which the Committee is provided with proof
that is satisfactory to the Committee, in its sole discretion, of the Participant’s death. If the
Participant was a Specified Employee, the payment date shall be deferred for six months following
the date proof of death is provided to the Committee.




ARTICLE 7

Beneficiary Designation




          7.1 Beneficiary. Each Participant shall have the right, at any time, to designate his
or her Beneficiary (both primary as well as contingent) to receive any benefits payable under the
Plan upon his or her death. The Beneficiary designated under the Plan may be the same as or
different from the Beneficiary designation under any other plan of an Employer in which the
Participant participates.




          7.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall designate
his / her Beneficiary in the form and manner specified by the Committee. A Participant shall have
the right to change his / her Beneficiary by complying with the terms of the Committee’s rules and
procedures, as in effect from time to time. If a married Participant names someone other than his
/ her spouse as a Beneficiary, a spousal consent, in the form designated by the Committee, must be
signed by that Participant’s spouse and returned pursuant to procedures determined by the
Committee. Upon the acceptance by the Committee of a new Beneficiary designation, all Beneficiary
designations previously made shall be canceled. The Committee shall be entitled to rely on the
last Beneficiary designation made by the Participant prior to the Participant’s death.







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          7.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received and acknowledged in writing by the Committee or its designated agent.




          7.4 Doubt as to Beneficiary. To the extent permitted by Code Section 409A, if the
Committee has any doubt as to the proper Beneficiary to receive payments pursuant to the Plan, the
Committee shall have the right, exercisable in its discretion, to cause the Participant’s Employer
to withhold such payments until this matter is resolved to the Committee’s satisfaction.




          7.5 Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the Committee from all further
obligations under the Plan with respect to the Participant, and that Participant’s rights under the
Plan shall terminate upon such full payment of benefits.




ARTICLE 8

Leave Of Absence




          8.1 Leave of Absence. If a Participant is authorized by the Participant’s Employer
for any reason to take a paid leave of absence from the employment of the Employer, the Participant
shall continue to be considered employed by the Employer and the Annual Deferral Amount shall
continue to be withheld during such paid leave of absence in accordance with Section 3.3.




          8.2 Unpaid Leave of Absence. If a Participant is authorized by the Participant’s
Employer for any reason to take an unpaid leave of absence from the employment of the Employer, the
Participant shall continue to be considered employed by the Employer.




ARTICLE 9

Termination, Amendment or Modification




          9.1 Termination. Although the Company anticipates that it will continue the Plan for
an indefinite period of time, there is no guarantee that the Company will continue the Plan or will
not terminate the Plan at any time in the future. Accordingly, the Company reserves the right to
terminate the Plan at any time by action of the Committee. Upon termination of the Plan, each
affected Participant’s (or Beneficiary’s) remaining Deferral Account shall be distributed only to
the extent permitted by Code Section 409A. The Plan shall automatically be terminated upon notice
to the Committee of a Change in Control.




          9.2 Amendment. The Committee may, at any time, amend or modify the Plan in whole or
in part, to the extent permitted by Code Section 409A; provided that no amendment or modification
shall, without the consent of each Participant affected thereby, (i) decrease or restrict the value
of a Participant’s Deferral Account in existence at the time the amendment or modification is made,
calculated as if the Participant had experienced a Separation from Service as of the effective date
of the amendment or






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modification, or (ii) modify this Section 9.2. The amendment or modification of the Plan
shall not affect any Participant or Beneficiary who has become entitled to the payment of benefits
under the Plan as of the date of the amendment or modification.




          9.3 Committee and Amendment of Plan. Notwithstanding Section 9.2 above, to the extent
permitted by Code Section 409A, the Committee is authorized and empowered to establish, modify,
amend, and/or terminate the Plan.




          9.4 Effect of Payment. The full payment of the applicable benefit under Articles 4,
5, and 6 of the Plan shall completely discharge all obligations to a Participant and his / her
designated Beneficiaries under the Plan and the Participant’s rights under the Plan shall
terminate.




ARTICLE 10

Administration




          10.1 Committee Duties. The Plan shall be administered by the Benefits Administration
Committee (the “Committee”) which shall be appointed by the Compensation & Organizational
Development Committee. Members of the Committee may be Participants under the Plan. The Committee
shall also have the absolute discretion and authority to (a) make, amend, interpret, and enforce
all appropriate rules and regulations for the administration of the Plan and (b) decide or resolve
any and all questions, including interpretations of the Plan, as may arise in connection with the
Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any
matter relating solely to himself or herself. When making a determination or calculation, the
Committee shall be entitled to rely on information furnished by a Participant or the Company.




          10.2 Agents. In the administration of the Plan, the Committee may, from time to time,
employ agents and delegate to them such administrative duties as it sees fit (including acting
through a duly appointed representative) and may from time to time consult with counsel who may be
counsel to the Employer.




          10.3 Binding Effect of Decisions. The decision or action of the Committee with
respect to any question arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.




          10.4 Indemnity of Committee. The Company shall indemnify and hold harmless the
members of the Committee and any Employee to whom the duties of the Committee may be delegated
against any and all claims, losses, damages, expenses, or liabilities arising from any action or
failure to act with respect to the Plan, except in the case of willful misconduct by the Committee
or any of its members or any such Employee.








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ARTICLE 11

Other Benefits and Agreements




          11.1 Coordination with Other Benefits. The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits available to such
Participant under any other plan or program for employees of the Participant’s Employer. The Plan
shall supplement and shall not supersede, modify, or amend any other such plan or program except as
may otherwise be expressly provided.




ARTICLE 12

Claims Procedures




          12.1 Claims Procedure.




               (a) A Claimant must submit a claim for benefits under the Plan to the Committee in writing.
The Committee shall have the absolute power, authority and discretion to adjudicate claims. The
Claimant shall be notified in writing of any adverse decision with respect to his / her claim
within ninety (90) days after its submission. The notice shall be written in a manner calculated
to be understood by the Claimant and shall include:



                    (i) the specific reason or reasons for the denial;



                    (ii) specific references to the pertinent Plan provisions on which the denial is based;



                    (iii) a description of any additional material or information necessary for the Claimant to
perfect the claim and an explanation as to why such material or information is necessary;



                    (iv) an explanation of the Plan’s claim review procedures; and



                    (v) a statement of the Claimant’s right to bring civil action under ERISA.


If special circumstances require an extension of time for processing the initial claim, a written
notice of the extension and the reason for the extension shall be furnished to the Claimant before
the end of the initial ninety (90) day period. In no event shall such extension exceed ninety (90)
days.




               (b) In the event a claim for benefit is denied, the Claimant or his / her duly authorized
representative, at the Claimant’s expense, may appeal the denial to the Committee within sixty (60)
days of the receipt of written notice of denial. In pursuing such appeal, the Claimant or his /
her duly authorized representative may:



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                    (i) request in writing that the Committee review the denial;



                    (ii) review all relevant documents, records, and other information relevant to the claim; and



                    (iii) submit issues and comments in writing.



               The decision on review shall be made within sixty (60) days of receipt of the request for
review, unless special circumstances require an extension of time for processing, in which case a
decision shall be rendered as soon as possible, but not later than one hundred twenty (120) days
after receipt of a request for review. If such an extension of time is required, written notice of
the extension shall be furnished to the Claimant before the end of the original sixty (60) day
period which explains the reasons for the extension and the date a decision is expected. The
decision on review shall be written in a manner calculated to be understood by the Claimant, and
shall include specific references to the pertinent Plan provisions on which such denial is based, a
statement that Claimants can receive free of charge copies of all documents, records, and other
information relevant to the claim; a statement describing the Claimant’s right to bring civil
action under ERISA; and a description of voluntary appeals procedures, if any, offered by the Plan.



          12.2 Legal Action. A Claimant’s compliance with the foregoing provisions of this
Article 12 is a mandatory prerequisite to a Claimant’s right to commence any legal action with
respect to any claim for benefits under the Plan.




ARTICLE 13

Trust




          13.1 Establishment of the Trust. The Company shall establish the Trust, and the
Employer may transfer over to the Trust such assets as the Employer determines, in its sole
discretion.




          13.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and the
Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the
Plan. The provisions of the Trust shall govern the rights of the Employer, Participants, and the
creditors of the Employer to the assets transferred to the Trust. The Employer shall at all times
remain liable to carry out its obligations under the Plan.




          13.3 Distributions From the Trust. The Employer’s obligations under the Plan may be
satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Employer’s obligations under the Plan.








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ARTICLE 14

Miscellaneous




          14.1 Status of Plan. The Plan is intended to be a plan that is not qualified within
the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily
for the purpose of providing deferred compensation for a select group of management or highly
compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3), and 401(a)(1). The
Plan shall be administered and interpreted to the extent possible in a manner consistent with that
intent.




          14.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs,
successors, and assigns shall have no legal or equitable rights, interests, or claims in any
property or assets of the Employer. For purposes of the payment of benefits under the Plan, any
and all of the Employer’s assets shall be, and remain, the general, unpledged unrestricted assets
of the Employer. The Employer’s obligation under the Plan shall be merely that of an unfunded and
unsecured promise to pay money in the future.




          14.3 Employer’s Liability. Except as otherwise set forth herein, this Plan supersedes
and shall be in lieu of all prior plans, arrangements, or understandings regarding the benefits
provided by the Plan, whether written or oral.




          14.4 Nonassignability. Neither a Participant nor any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber,
transfer, hypothecate, alienate, or convey in advance of actual receipt, the amounts, if any,
payable hereunder, or any part thereof, which are, and all rights to which are expressly declared
to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure, attachment, garnishment, or sequestration for the payment of any
debts, judgments, alimony, or separate maintenance owed by a Participant or any other person, be
transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy
or insolvency, or be transferable to a spouse or former spouse except as may be required pursuant a
judgment, decree or order (including approval of a property settlement) which relates to the
provision of child support, alimony, or marital rights to a spouse, former spouse, child or other
dependent, and which is made pursuant to a State domestic relations law.




          14.5 Not a Contract of Employment. The terms and conditions of the Plan shall not be
deemed to constitute a contract of employment between the Employer and a Participant. Such
employment is hereby acknowledged to be an “at will” employment relationship that can be terminated
at any time for any reason, or no reason, with or without cause, and with or without notice, except
as otherwise expressly provided in a written employment agreement. Nothing in the Plan shall be
deemed to give a Participant the right to be retained in the service of the Employer as an Employee
or to interfere with the right of the Employer to discipline or discharge the Participant at any
time.







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          14.6 Furnishing Information. A Participant or his / her Beneficiary shall cooperate
with the Committee by furnishing any and all information requested by the Committee and take such
other actions as may be requested in order to facilitate the administration of the Plan and the
payments of benefits hereunder, including but not limited to taking such physical examinations as
the Committee may deem necessary.




          14.7 Terms. Whenever any words are used herein in the masculine, they shall be
construed as though they were in the feminine in all cases where they would so apply; and whenever
any words are used herein in the singular or in the plural, they shall be construed as though they
were used in the plural or the singular, as the case may be, in all cases where they would so
apply.




          14.8 Captions. The captions of the articles, sections, and paragraphs of the Plan are
for convenience only and shall not control or affect the meaning or construction of any of its
provisions.




          14.9 Governing Law. To the extent not otherwise preempted by ERISA, the provisions of
the Plan shall be construed and interpreted according to the internal laws of the State of Delaware
without regard to its conflicts of laws principles.




          14.10 Notice. Any notice or filing required or permitted to be given to the Committee
under the Plan shall be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below:



Life Technologies Corporation

5791 Van Allen Way

Carlsbad, CA 92008

Attn: Benefits Administration Committee




          Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail,
as of the date shown on the postmark on the receipt for registration or certification.




          Any notice or filing required or permitted to be given to a Participant under the Plan shall
be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the
Participant.




          14.11 Successors. The provisions of the Plan shall bind and inure to the benefit of
the Employer and its successors and assigns and the Participant and the Participant’s designated
Beneficiaries.




          14.12 Spouse’s Interest. The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant shall automatically pass to the Participant and,
except as otherwise provided in Section 14.15, shall not be transferable by such spouse in any
manner, including but not limited to such spouse’s will, nor shall such interest pass under the
laws of intestate succession.







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          14.13 Validity. In case any provision of the Plan shall be determined to be illegal
or invalid for any reason, said illegality or invalidity shall not affect the remaining parts
hereof, but the Plan shall be construed and enforced as if such illegal or invalid provision had
never been inserted herein.




          14.14 Incompetency. If the Committee determines in its discretion that a benefit
under the Plan is to be paid to a minor, a person declared incompetent, or to a person incapable of
handling the disposition of that person’s property, the Committee may direct payment of such
benefit to the guardian, legal representative, or person having the care and custody of such minor,
incompetent, or incapable person. The Committee may require proof of minority, incompetence,
incapacity, or guardianship, as it may deem appropriate, prior to distribution of the benefit. Any
payment of a benefit shall be a payment for the account of the Participant and the Participant’s
Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan
for such payment amount.




          14.15 Distribution in the Event of Taxation. If any portion of a Participant’s
Deferral Account becomes subject to federal income tax as a result of a failure to comply with Code
Section 409A prior to the time such Deferral Account would otherwise be distributed in accordance
with Articles 4, 5, or 6, the Employer may permit a distribution of a portion of such Deferral
Account not to exceed the amount required to be included in income as a result of a failure to
comply with Code Section 409A. If any portion of a Participant’s Deferral Account becomes subject
to any FICA or other federal or state employment tax obligations arising from participation in the
Plan that apply to amounts deferred under the Plan before the amount is paid under Section 4, 5 or
6, the Employer shall permit a distribution of a portion of such Deferral Account not to exceed the
amount of such taxes due as a result of participation in the Plan.




          14.16 FICA, Other Taxes and Deductions. For each Plan Year in which a Participant
makes an effective Deferral Election, the Employer shall withhold from the Participant’s Base
Annual Salary, Director’s Fees and/or Annual Bonus, as the case may be, in a manner determined by
the Employer, the Participant’s share of FICA and other federal or state employment taxes on any
Annual Deferral Amount, as well as the Participant’s share of the cost of any employee benefits or
other items which would otherwise be deducted from the Participant’s pay in the absence of such
deferral. The Participant’s Deferral Elections shall only be made with respect to amounts of Base
Annual Salary, Director’s Fees and/or Annual Bonus, net of the reductions described above.




          14.17 Insurance. The Employer, on its own behalf or on behalf of the trustee of the
Trust, may, in its sole discretion, apply for and procure insurance on the life of a Participant,
in such amounts and in such forms as the Employer may choose. The Employer or the trustee of the
Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The
Participant shall have no interest whatsoever in any such policy or policies, and at the request of
the Employer shall submit to medical examinations and supply such information and execute such
documents as may be






30









 







required by the insurance company or companies to whom the Employer has applied for insurance.




          14.18 Legal Fees To Enforce Rights After Change in Control. This Section 14.18 shall
apply only to a Participant if, upon the date on which occurs an event which would have constituted
a “Change in Control” under the definition of such term applicable prior to the Effective Date, the
Participant’s Deferral Account contain amounts deferred by such Participant under the Applera Plan
or the Excess Plan prior to the Effective Date, which amounts are not distributed to the
Participant pursuant to Section 5.6. If, following a Change in Control, it should appear to such
Participant that the Company, the Employer, or any successor corporation has failed to comply with
any of its obligations under the terms of the Applera Plan or the Excess Plan as in effect prior to
the Effective Date, or any agreement thereunder or, if the Company, the Employer, or any other
person takes any action or institutes any litigation or other legal action designed to deny,
diminish, or to recover from any Participant the benefits which were intended to be provided under
the Applera Plan or the Excess Plan under the terms of such plans as in effect prior to the
Effective Date, then to the extent permitted by Code Section 409A, the Company and the Employer
irrevocably authorize such Participant to retain counsel of his / her choice at the expense of the
Company and the Employer (who shall be jointly and severally liable) to represent such Participant
in connection with the initiation or defense of any litigation or other legal action, whether by or
against the Company, the Employer or any director, officer, shareholder, or other person affiliated
with the Company, the Employer or any successor thereto in any jurisdiction. Any payments provided
for in this Section 14.18 shall be structured to comply with the requirements of Treas. Reg.
§1.409A-3(i)(1)(iv).




          14.19 Action by the Employer. Any action required or permitted of the Employer under
the Plan shall be by resolution of its Benefits Administration Committee or by a person or persons
authorized by resolution of the Committee.




          14.20 Tax Withholding. The Employer or the trustee of the Trust shall withhold, in
such manner as determined by the Employer or the trustee (as the case may be) in its sole
discretion, from any payments made to a Participant under the Plan such amount or amounts as may be
required to comply with all federal, state, and local income, employment, and other withholding
obligations.




          14.21 Effect on Other Employee Benefit Plans. Any benefit paid or payable under this
Plan shall not be included in a Participant’s compensation for purposes of computing benefits under
any employee benefit plan maintained or contributed to by the Employer except as may otherwise be
required under the terms of such employee benefit plan.




          14.22 Compliance with Code Section 409A. The Plan and the benefits provided hereunder
are intended to comply with Code Section 409A and the regulations and guidance issued thereunder to
the extent applicable thereto. Notwithstanding any provision of the Plan to the contrary, the Plan
shall be interpreted and construed consistent with this intent. All references to Code Section
409A shall include the






31









 







regulations and guidance issued thereunder. Although the Company intends to administer the
Plan so that it will comply with, the requirements of Code Section 409A, the Employers, do not
represent or warrant that the Plan will comply with Code Section 409A or any other provision of
federal, state, local, or non-United States law. Neither the Company, its Affiliates, nor their
respective directors, officers, employees or advisers shall be liable to any Participant (or any
other individual claiming a benefit through the Participant) for any tax, interest, or penalties
the Participant might owe as a result of participation in the Plan.




          14.23 Permissible Accelerations of Payment. To the extent not otherwise specifically
addressed in this Plan, the Company reserves the right, exercisable in its sole discretion, to
accelerate payments under this Plan to the extent permitted by, and in accordance with, Treas. Reg.
§1.409A-3(j)(4).




          14.24 Small Amount Cashout. If, upon a Participant’s Separation from Service or
death, such Participant’s Deferral Account balance is less than the then-applicable dollar amount
under Code Section 402(g)(1)(B), then notwithstanding any prior election to the contrary, the
Participant or the Participant’s Beneficiary, as the case may be, shall be paid the Participant’s
entire Deferral Account balance in a single lump sum payment, provided that such payment results in
the termination and liquidation of the entirety of such Participant’s interest under the Plan,
including all agreements, methods, programs or other arrangements which would be aggregated with
the Plan under Treas. Reg. §1.409A-1(c)(2).





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