Exhibit 10.16


 


DADE BEHRING 

SUPPLEMENTAL PENSION PLAN

(As Amended and Restated Effective as of January 1, 2005)


 


1.                                       Purpose


 


The provisions hereof
constitute the Dade Behring Supplemental Pension Plan, as amended and restated
effective as of January 1, 2005 (the “Plan”). The Plan is an unfunded plan
maintained by Dade Behring Inc. (the “Company”) primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees. The Plan was established by the Company (then known as
Dade International Inc.), effective January 1, 1995, as the Dade
International Supplemental Pension Plan, and subsequently amended and restated
effective January 1, 1997. The Plan as set forth herein constitutes a
further amendment and restatement of the Plan, effective January 1, 2005,
that is intended to reflect the changes required to enable the Plan to comply
with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and to make certain other changes. The Company maintains a defined benefit
plan, the Dade Behring Cash Balance Plan, as amended and restated effective as
of January 1, 1997 (the “Cash Balance Plan”), to assist in providing
retirement benefits to participants therein. Certain limitations imposed by the
Code preclude certain highly compensated employees who participate in the Cash
Balance Plan from receiving the full retirement benefit otherwise earned under
the Cash Balance Plan. The Company, accordingly, maintains this Plan to enable
certain key highly compensated Cash Balance Plan participants to receive the
difference between the retirement benefit otherwise earned under the Cash
Balance Plan absent the limitations described above, and the retirement benefit
actually payable to them under the Cash Balance Plan.


 


2.                                       Plan
Benefits for Participants Who Incurred a Termination of Employment Prior to January 1,
1997


 


The benefits provided
hereunder with respect to any Participant who incurred a Termination of
Employment prior to January 1, 1997, shall, except as otherwise
specifically provided herein, continue to be governed in all respects by the
terms of the Plan as in effect on the date of the Participant’s Termination of
Employment.


 


3.                                       Supplements,
Appendices and Exhibits


 


Supplements, appendices
and exhibits to the Plan may, by amendment, be attached to and form a part of
the Plan. The provisions of any such supplements, appendices or exhibits shall
have the same effect that such provisions would have if they were included
within the basic text of the Plan. Supplements, appendices and exhibits shall
specify the persons affected and shall supersede the other provisions of the
Plan to the extent necessary to eliminate inconsistencies between the Plan
provisions and the provisions of such supplements, appendices and exhibits.


 


4.                                       Definitions


 


(a)                                  “Accrued
Benefit” has the meaning ascribed to that term in the Cash Balance Plan.


 

















 


(b)                                 “Administrative
Committee” has the meaning ascribed to that term in the Cash Balance Plan.


 


(c)                                  “Beneficiary”
means the person, trust or estate designated as the Participant’s Beneficiary
under the Cash Balance Plan.


 


(d)                                 “Board
of Directors” has the meaning ascribed to that term in the Cash Balance Plan.


 


(e)                                  “Compensation”
has the meaning ascribed to that term in the Cash Balance Plan.


 


(f)                                    “Excess
Amount”, as of a determination date, means the difference between the Accrued
Benefit payable to a Participant from the Cash Balance Plan and the Accrued
Benefit that would be payable to the Participant if the limitations under Section 401(a)(17)
of the Code and Sections 7.1 and 15.1 of the Cash Balance Plan were
disregarded.


 


(g)                                 “Participant”
means a vested participant in the Cash Balance Plan who is designated from time
to time by the Administrative Committee as a participant in this Plan and whose
Accrued Benefit otherwise payable from the Cash Balance Plan is limited as a
result of the application of Sections 7.1 and 15.1 of the Cash Balance Plan or
the application of Section 401(a)(17) of the Code.


 


(h)                                 “Plan
Year” has the meaning ascribed to that term in the Cash Balance Plan.


 


(i)                                     “Termination
of Employment” means a separation from service as described in Section 409A(a)(2)(A)(i) of
the Code and any rulings or regulations issued thereunder.


 


5.                                       Credited
Amounts


 


The Excess Amount of each
Participant shall be credited to a book reserve account of the Company. All
credited amounts shall be general obligations of the Company, and the Company
shall not be required to set up a funded reserve or otherwise set aside
specific funds for the payment of its obligations under the Plan. Nothing
contained herein shall be deemed to create a trust or create a fiduciary
relationship with respect to such credited amounts. The Company shall retain
title to and beneficial ownership of any assets which may be used to pay
the credited amounts. The right of a Participant to receive payment under the
Plan shall be no greater than the right of any unsecured creditor of the
Company. The right of any Participant to payment of credited amounts under the
Plan shall not be subject to sale, transfer, assignment, pledge or encumbrance.


 


6.                                       Distributions


 


Effective for Plan Years
beginning January 1, 2005, distribution of the Excess Amount to a
Participant shall be made in the form of a single lump sum on the first business
day following the date that is 6 months after the Participant’s Termination of
Employment except as follows:


 


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(a)                                  A
Participant who dies will receive a single lump sum payment of the Excess Amount
in the calendar month immediately following the calendar quarter in which
occurred the Participant’s death. Payments made under this section on
account of the Participant’s death shall be made to the Participant’s
Beneficiary or, if none, shall be paid to the participant’s estate.


 


(b)                                 With
respect to a Participant whose Termination of Employment occurred prior to January 1,
2005 and whose entire benefit under this Plan was deferred before January 1,
2005, such Participant shall continue to receive payment of the Excess Amount
in accordance with the terms and conditions of this Plan in existence on the
date of such Participant’s Termination of Employment. For purposes of
determining whether a Participant’s benefit under this Plan was deferred before
January 1, 2005, the Administrative Committee shall apply the provisions
of IRS Notice 2005-1, Q&A-16 and 17 (or any superseding guidance). [If any portion of such Participant’s
Excess Amount is not deemed to be deferred before January 1, 2005, such
portion shall be distributed in accordance with subsection (a) or subsection (c),
as applicable.]


 


(c)                                  Notwithstanding
subsection (b) above, with respect to a Participant whose Termination
of Employment occurred prior to January 1, 2005 but who would not receive
full payment of his Excess Amount by December 31, 2005, the Administrative
Committee may require that such Participant receive payment of the Excess
Amount (or any remaining portion thereof) no later than December 31, 2005
in accordance with IRS Notice 2005-1, Q&A-20 (or any superseding guidance).


 


7.                                       Administration


 


The Administrative
Committee shall have full power and authority to construe and administer the
Plan, and the Administrative Committee’s construction, administration and
actions under the Plan shall be binding and conclusive on all persons for all
purposes.


 


8.                                       Nonalienation
of Plan Benefits


 


The right or interest of
any Participant or any beneficiary thereof under this Plan shall not be
assignable or transferable, either voluntarily or involuntarily, except by will
or by the laws of descent or distribution.


 


9.                                       Gender
and Number


 


Words denoting the
masculine gender include the feminine and neuter genders and the plural shall
include the singular and the singular shall include the plural wherever required
by the context.


 


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10.                                 Applicable
Law


 


The Plan shall be
construed in accordance with applicable federal law and, only to the extent not
preempted by ERISA, the laws of the State of Illinois. If any provision of the
Plan, or the application of any such provision to any person or circumstances,
shall be invalid under any applicable law, neither the application of such
provision to persons or circumstances other than those as to which such
provision is invalid nor any other provisions of the Plan shall be affected
thereby.


 


11.                                 Successors


 


The Plan is binding on
all persons entitled to benefits hereunder and their respective heirs and legal
representatives, on the Plan Administrator and its successor and on the Company
and its successor, whether by way of merger, consolidation, purchase or
otherwise.


 


12.                                 Taxation


 


It is intended that each
Participant shall be taxed on all amounts credited to him under the Plan at the
time such amounts are received, and the provisions of the Plan shall be
interpreted consistent with that intention.


 


13.                                 Amendment/Termination


 


The Board of Directors
hereby reserves the right to amend or terminate the Plan at any time, provided
that no such amendment or termination shall reduce any amounts credited to a
Participant under the Plan as of the date of such amendment or termination, and
provided further that no such amendment or termination shall accelerate the
payment of any amount except to the extent permitted by guidance issued under Section 409A(a)(3) of
the Code.


 


14.                                 Effect
on Other Employee Benefit Plans


 


Any amounts provided or
deemed provided to a Participant under this Plan shall not be deemed
compensation for purposes of computing benefits under any other employee benefit
plan or arrangement maintained or contributed to by the Company or any of its
affiliated companies.


 


15.                                 No
Employment Guarantee


 


Nothing contained herein
shall be construed as conferring upon a Participant the right to continue as an
employee of the Company or any of its affiliated companies.


 


16.                                 Plan
to Be Construed in Accordance with Section 409A of the Code.


 


Effective January 1,
2005, this Plan is intended to comply and be construed in accordance with Section 409A
of the Code and any rulings or regulations thereunder, including IRS Notice
2005-1. In the event that the Company determines that there is a provision of
this Plan that could be interpreted to be in violation of Section 409A of
the Code, such provision shall be interpreted and resolved in the manner the
Company deems necessary or appropriate in order to comply with Section 409A
of the Code or avoid the application of Section 409A of the Code entirely.


 


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SUPPLEMENT
A

TO

DADE INTERNATIONAL SUPPLEMENTAL PENSION PLAN

(As Amended and Restated Effective January 1, 2005)


 


A-1                  Purpose. The purpose of this Supplement A
is to provide for the special Plan provisions which apply to each Participant
who is a DuPont Transferred Employee (as defined below), is designated as an
Eligible Employee as of the IVD Closing Date (as defined below) in accordance
with Section 3(a), and is not a Special DuPont Transferred Employee (as
defined below). This Supplement A was amended and restated effective as of January 1,
1997, to reflect the amendment and restatement of the Dade International
Pension Plan (the “Pension Plan”) into the Cash Balance Plan effective as of
such date. As used in this Supplement A:


 


(a)          “DuPont
Transferred Employee” means any Employee (i) who commences employment with
the Company effective as of May 7, 1996 (the “IVD Closing Date”) and,
immediately prior thereto, was employed in the United States by E. I. du Pont
de Nemours and Company or an affiliate thereof (E. I. du Pont de Nemours and
Company and its affiliates, collectively, “DuPont”) with respect to the
in-vitro diagnostics business of DuPont (the “Business”); or (ii) who, as
of the IVD Closing Date, is on an approved leave of absence from employment in
the United States with DuPont with respect to the Business and, on or before
the six month anniversary of the commencement of such leave of absence,
commences employment with the Company.


 


(b)         “Special
DuPont Transferred Employee” means any DuPont Transferred Employee whose
accrued benefit under the E. I. du Pont de Nemours and Company Pension and
Retirement Plan (the “DuPont Pension Plan”) is transferred to the Pension Plan
as of the IVD Closing Date.


 


A-2                  Conflicts Between the Plan and This Supplement A.
This Supplement A, together with the Plan, comprises the Plan with respect to
Participants in this Supplement A. In the case of any conflict between the
provisions of the Plan and this Supplement A, the terms and provisions of this
Supplement A shall govern to the extent necessary to eliminate such conflict.


 


A-3                  Supplement A Participant. Each Participant
who is a DuPont Transferred Employee, is designated as an Eligible Employee as
of the IVD Closing Date in accordance with Section 3(a), and is not a
Special DuPont Transferred Employee shall be covered by this Supplement A.


 


A-4                  Eligibility. Supplement A Participants
shall not be eligible to participate in the Plan prior to the IVD Closing Date.


 


A-5                  Excess Amount. With respect to each
Supplement A Participant, “Excess Amount” as of a determination date means the
difference between A and B where:


 


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A =                            the
Accrued Benefit that would be payable as of such date to such Participant from
the Cash Balance Plan if the limitations under Section 401(a)(17) of the
Code as well as the limitations under Sections 7.1 and 15.1 of the Cash Balance
were disregarded; provided that for purposes of calculating such amount,
vesting service credited to such Participant as of the IVD Closing Date under
the DuPont Pension Plan shall be considered Vesting Service under the Cash Balance Plan; and


 


B  =                           the sum
of C, D and E, where:


 


C  =                           the Accrued Benefit
otherwise payable to such Participant from the Cash Balance Plan; provided
that, for purposes of calculating such amount, all of the Participant’s service
with the Company and none of his service with DuPont shall be recognized;


 


D =                             such
Participant’s benefit accrued as of the IVD Closing Date under the DuPont
Pension Plan; and


 


E  =                            the normal retirement
benefit payable to such Participant under any and all nonqualified retirement
plans maintained by DuPont.


 


For purposes of
calculating the Excess Amount, the Company’s early retirement reduction factors
shall apply.


 


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