Exhibit 10.13


 


DADE
BEHRING INC.

DEFERRED COMPENSATION PLAN

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


 


1.                                       Background
and Purpose


 


The Dade International Savings Investment Plan (the “SIP”) was
established by Dade International Inc., now known as Dade Behring Inc. (the “Corporation”),
effective April 1, 1995, to encourage participants to set aside funds for
retirement and to share with participants economic benefits produced by their
efforts as employees of the Corporation. Generally, SIP participants are
permitted to make before-tax contributions to the SIP up to the lesser of
fifteen percent of their compensation or the annual contribution limit under
Sections 402(g)(1) and 402(g)(5) of the Internal Revenue Code of
1986, as amended (the “Code”). The Corporation currently matches under the SIP
each participant’s Basic Pay Deferral Contributions at the rate of $0.50 per
every $1.00 of such Basic Pay Deferral Contributions. Sections 401(a)(17) and
402(g) of the Code may limit the amount of participant’s Basic Pay
Deferral Contributions under the SIP. The Dade International Inc. Deferred
Compensation Plan, now known as the Dade Behring Inc. Deferred Compensation
Plan (the “Plan”), was established effective March 17, 1995, and was
amended, effective January 1, 1997, and again amended and restated
effective January 1, 1998. The Plan as set forth herein constitutes an
amendment and restatement of the Plan, effective January 1, 2005, to
reflect the enactment of Section 409A of the Code and to make certain other
changes. The terms of the Plan as herein set forth apply to all amounts
deferred under the Plan that were earned and/or vested after December 31,
2004. This Plan has two primary purposes. First, it gives Eligible Employees
the opportunity to contribute a percentage of their compensation that is not
limited by restrictions applicable to tax-qualified plans. Second, it enables
the Corporation to credit each Eligible Employee with matching contributions to
the extent that the allocation of such matching contributions under the SIP is
limited by the Code.


 


2.                                       Definitions


 


(a)                                  “Account”
means the book reserve account maintained by the Corporation for a Participant
under the Plan in accordance with Section 9 hereof.


 


(b)                                 “Account
Balance” means the value, as of a specified date, of the Account of a
Participant.


 


(c)                                  “Administrative
Committee” has the meaning ascribed to that term in the SIP.


 


(d)                                 “Basic
Pay Deferral Contributions” has the meaning ascribed to that term in the SIP.


 


(e)                                  “Beneficiary”
means the person, trust or estate designated as the Participant’s beneficiary
under the SIP.


 

















 


(f)                                    “Board
of Directors” has the meaning ascribed to that term in the SIP.


 


(g)                                 “Bonus”
means any cash bonus authorized under any bonus plan or program designated by
the Administrative Committee for which the Eligible Employee is eligible.


 


(h)                                 “Compensation”
has the meaning ascribed to that term in Section 2.8(a) of the SIP,
except as follows:


 


(i)            Base
salary and Bonuses deferred under the Plan are included in Compensation in the
Plan Year in which such amounts would be paid if they were not deferred, and
not in the Plan Year in which such amounts are actually paid.


 


(ii)           Compensation
is determined without regard to the limitations under Section 401(a)(17)
of the Code.


 


(iii)          Compensation
does not include any amounts described in Section 2.8(a)(i) of the
SIP which are paid to an Eligible Employee prior to the date on which the
Eligible Employee commences participation in the SIP or after the date on which
the Eligible Employee ceases to receive credit for Hours of Service under the
SIP.


 


(i)                                     “Disability”
means the condition whereby the Participant (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (ii) is,
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, receiving income replacement benefits for a
period of not less than 3 months under an accident and health plan covering
employees of the Corporation.


 


(j)                                     “Matching
Contributions” has the meaning ascribed to that term in the SIP.


 


(k)                                  “Measuring
Funds” means the Investment Funds (as that term is defined in the SIP)
established from time to time under the SIP.


 


(l)                                     “Participant”
means a person on whose behalf an Account is maintained under the Plan.


 


(m)                               “Plan
Year” has the meaning ascribed to that term in the SIP.


 


(n)                                 “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.


 


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(o)                                 “Unforeseeable
Emergency” means a severe financial hardship to the Participant resulting from
an illness or accident of the Participant, the Participant’s spouse, or a
dependent (as defined in Section 152(a) of the Code) of a
Participant, loss of the Participant’s property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant, as determined by the
Administrative Committee.


 


3.                                       Eligibility
and Participation


 


(a)                                  Each
employee of the Corporation designated from time to time by the Board of
Directors (or by a committee to whom the Board of Directors has delegated its
authority to designate eligible participants under the Plan) shall be eligible
to participate in the Plan (“Eligible Employee”).


 


(b)                                 Eligible
Employees may enroll in the Plan with respect to a Plan Year, effective as
of such Plan Year. To enroll in the Plan as of any January 1, the Eligible
Employee must satisfy, as of the immediately preceding December 31, both
the eligibility requirements in Section 3(a) and the enrollment
requirements in Section 3(c).


 


(c)                                  For
each Plan Year in which an Eligible Employee intends to enroll in the Plan, he
or she must complete an annual enrollment form. All enrollment forms for Pay
Deferral election purposes must be completed, signed and submitted to the
Administrative Committee before January 1 of the Plan Year to which the
enrollment form applies. Notwithstanding the preceding sentence, Eligible
Employees must complete their annual enrollment form for the 2006 Plan
Year by June 30, 2005, and such election shall also apply for purposes of
deferring any portion of “performance-based compensation” (within the meaning
of IRS Notice 2005-1, Q&A-22 or subsequent guidance) earned with respect to
a 12-month performance period in 2005 but payable in 2006. The enrollment form must
indicate the amount the Eligible Employee elects to defer in accordance with Section 4.
An Eligible Employee’s Pay Deferral election specified on the enrollment form is
irrevocable for the Plan Year to which the enrollment form applies. An
Eligible Employee is automatically enrolled in the Plan each Plan Year solely
for purposes of being eligible to receive credit for an Excess Match (as such
term is defined in Section 4(a)(ii) below) and does not need to
complete an annual enrollment form to receive an Excess Match credit for a
Plan Year.


 


4.                                       Credited
Amounts


 


(a)                                  Credits
under the Plan consist of the following, plus deemed interest or, if
applicable, deemed Measuring Fund investment returns, in accordance with the
Plan:


 


(i)                                     Pay
Deferral - For each Plan Year, an Eligible Employee may elect to defer at
least one percent but not more than fifteen percent of his Compensation
otherwise payable to him during the Plan Year to the extent


 


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that such deferral exceeds the annual exclusion limitation for elective
deferrals to the SIP under Sections 402(g)(1) and 402(g)(5) of the
Code with respect to such Plan Year. The Pay Deferral percentage elected under
this section, if any, must be the same as the before-tax contribution
percentage the Eligible Employee elected under the SIP for the Plan Year, up to
a maximum of twelve percent. The Pay Deferral shall be credited to the
Participant under the Plan, after his or her before-tax contributions to the
SIP during the Plan Year equal the annual contribution limit under Sections
402(g)(1) and 402(g)(5) of the Code and as of the last day of the
month in which such amount would have been paid to the Participant if it had
not been deferred. An Eligible Employee who elects a Pay Deferral under this Section 4(a)(i) for
any Plan Year is not permitted to change his before-tax contribution election
under the SIP for the Plan Year. The Administrative Committee may limit
deferrals under this Section 4(a)(i) to such amount between one and
twelve percent as it deems appropriate from time to time. Each Participant
shall be 100% vested in the portion of his or her Account attributable to Pay
Deferral credits made to the Plan on his or her behalf.


 


(ii)                                  Excess
Match - Each Eligible Employee who elects a Basic Pay Deferral Contribution
under the SIP for a Plan Year will be credited under the Plan with an amount
equal to (I) 50% of the Basic Pay Deferral elected under the SIP (calculated
without regard to the limitations on Compensation under Section 401(a)(17)
of the Code) less (II) the amount of Matching Contributions made under the SIP
(the “Excess Match”); provided that if the sum of such Excess Match and the
Matching Contributions made under the SIP (“Total Contribution”) would exceed
2% (effective January 1, 2006, 3%)of the Eligible Employee’s Compensation,
the Excess Match shall be reduced by the amount necessary so that the Total
Contribution do not exceed 2% (effective January 1, 2006, 3%) of the
Eligible Employee’s Compensation. The Corporation will credit the Eligible
Employee with the Excess Match as of the date on which the Excess Match would
otherwise have been allocated to the Participant’s account in the SIP. An
Eligible Employee need not elect a Pay Deferral under the Plan in accordance
with Section 4(a)(i) to receive an Excess Match credit under the Plan
for a Plan Year. Each Participant shall be 100% vested in the portion of his or
her Account attributable to Excess Match credits made to the Plan on his or her
behalf with respect to Plan Years commencing prior to January 1, 1998. With
respect to Plan Years commencing on and after January 1, 1998, each
Participant shall vest in the portion of his or her Account attributable to
Excess Match credits (and earnings thereon) made to the Plan on his or her
behalf with respect to each Plan Year at the same rate and to the same extent
as he or she is then vested in his or her Employer Matching Contributions
Account under the SIP.


 


(b)                                 Except
to the extent otherwise provided in Sections 5 and 6, the Corporation will
credit each Participant’s Pay Deferral and Excess Match for a Plan Year with


 


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interest credits as of the last day of each calendar month until such
amounts are paid to or on behalf of the Participant or, with respect to the
Excess Match, are forfeited in accordance with Section 10. The “deemed”
interest crediting rate will be equal to the rate applied to balances in the
Stable Income Fund, or any successor fund, under the SIP.


 


(c)                                  From
time to time, as designated by the Administrative Committee, each Participant
will receive a statement showing his or her credits under the Plan.


 


5.                                       Measuring
Funds


 


With respect to each Plan Year commencing on and after January 1,
1998, each Participant may, but need not, designate in such manner and at such
time prior to the first day of such Plan Year as may be satisfactory to
the Administrative Committee, that in lieu of receiving interest credits in
accordance with Section 4, his or her Account Balance as of the last day
of the preceding Plan Year and the Pay Deferral and Excess Match, if any,
credited to the Plan on his or her behalf for the Plan Year be deemed invested
in one or more of the Measuring Funds until such amounts are paid to or on
behalf of the Participant or, if earlier, the date as of which the Participant
changes his or her Measuring Fund election in accordance with Section 6. Such
amounts shall be deemed invested as specified by the Participant, commencing as
of the later of the first day of the Plan Year with respect to which the
election was made or the date as of which such amounts are credited to the
Participant’s Account. As of the last day of each calendar quarter, the
Corporation shall adjust the Participant’s Account to reflect the credits made
to the Plan on the Participant’s behalf during the calendar quarter, including
interest credits or deemed Measuring Fund investment return credits. Notwithstanding
anything in the Plan to the contrary, the portion of each Participant’s Account
Balance attributable to Pay Deferral and Excess Match credits made to the Plan
on behalf of the Participant with respect to Plan Years commencing prior to January 1,
1998, shall continue to receive interest credits on and after January 1,
1998 in accordance with Section 4 and shall not be subject to the
Participant’s Measuring Fund election unless, immediately prior to January 1,
1998, there is in effect under the Plan a written election by such Participant,
in such form as may be acceptable to the Administrative Committee, to
receive payment of all such amounts in the form of a single lump sum.


 


6.                                       Change
in Measuring Fund Election


 


The portion of the Participant’s Account which is deemed to have been
invested in a Measuring Fund pursuant to Section 5, shall be deemed to
remain so invested until the first day of any subsequent Plan Year as of which
the Participant elects that such amounts be deemed invested in a different
Measuring Fund (in which case the Corporation shall be deemed to have sold such
investment and to have reinvested the proceeds as directed by the Participant)
or, if earlier, the date as of which the vested portion of the Participant’s
Account is paid to or on behalf of the Participant in accordance with Section 10
hereof.


 


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7.                                       Actual
Investment in Measuring Funds Not Required


 


Although the benefit payable to a Participant hereunder may be
measured, in whole or in part, by the value of deemed investments designated by
the Participant pursuant to Section 5, the Corporation need not actually
make any of such investments. In the event the Corporation, in its sole
discretion, makes any such investment, such investment shall be solely for the
Corporation’s own account and the Participant shall have no right, title or
interest in any such investments.


 


8.                                       Measuring
Funds Accounting


 


During a period in which all or any part of a Participant’s
Account is deemed to have been invested in a Measuring Fund, such Account shall
be deemed to receive all interest, dividends (whether in the form of
stock, cash or property), stock splits, insurance cash surrender value or other
property which would have been received with respect to such investment if the
Corporation had actually owned such investment. Cash deemed received as
dividends, interest or other distribution on such investment shall, to the
extent possible, be deemed to have been reinvested in the same investment. Cash
deemed received from the sale or other disposition of an investment shall, to
the extent possible, be deemed to have been reinvested in another permitted
Measuring Fund as directed by the Participant in writing. Property, other than
cash, deemed received shall be deemed held as an investment until deemed sold
pursuant to Section 6 or 10 hereof.


 


9.                                       Unfunded
Plan; No Right to Employment


 


The credits of each Participant under the Plan will be credited to a
book reserve account of the Corporation. All credits will be general
obligations of the Corporation and the Corporation is not required to set up a
funded reserve, or otherwise set aside specific funds for the payment of
credits under the Plan. Nothing contained herein shall be deemed to create a
trust or create a fiduciary relationship with respect to the credits of
Participants. The Corporation will retain title to and beneficial ownership of
any assets which may be used to pay the credits. The right of a
Participant to receive payment under the Plan is no greater than the right of
any unsecured creditor of the Corporation. The right of any Participant to
payment of credits under the Plan is not subject to sale, transfer, assignment,
pledge or encumbrance. Nothing contained in the Plan shall be construed as a
contract of employment between the Corporation and a Participant or Eligible
Employee, or as a right of any Participant or Eligible Employee to be continued
in the employment of the Corporation, or as a limitation on the right of the
Corporation to terminate the employment of any of its employees, with or
without cause.


 


10.                                 Distributions


 


All payments under the Plan shall be made in the form of a single
lump sum. Payments of the vested portion of the Participant’s Account Balance
will be made, based on the value of the credits as of the December 31
preceding the Participant’s Termination of Employment, on the first business
day following the date that is 6 months after the Participant’s Termination of
Employment. Notwithstanding the preceding sentence, a Participant who dies or
incurs a Disability will receive a single lump sum payment of the vested
portion of his or her Account Balance in the calendar month immediately


 


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following the calendar quarter in which occurred the Participant’s
death or Disability, and the nonvested portion of his or her Account Balance
will be deemed a forfeiture. Payments made under this section on account
of the Participant’s death shall be made to the Participant’s Beneficiary or,
if none, to the Participant’s estate.


 


11.                                 Hardship
Withdrawal


 


Upon the application of a Participant in the event of an Unforeseeable
Emergency, the Administrative Committee shall cause the distribution of that
portion of the Participant’s Account Balance that does not exceed the amount
necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay
taxes reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of
the Participant’s assets (to the extent the liquidation of such assets would
not itself cause severe financial hardship). The Administrative Committee shall
require such proper proof of financial hardship and such evidence of the
requirements of a Participant for extraordinary or emergency expenditures as it
may deem appropriate, and the Administrative Committee’s determination of
financial hardship, whether an Unforeseeable Emergency exists and of the
requirements of a Participant for extraordinary or emergency expenditures shall
be conclusive. Any payment made to a Participant pursuant to this Section 11
shall be made reasonably promptly following the Administrative Committee’s
determination of the amount payable to the Participant. Any request authorized
pursuant to this Section 11 will result in the cessation of all Pay
Deferrals and Excess Match credits that would otherwise be credited to the
Participant under this Plan between the first day of the month following the
month in which the request is approved and the last day of that Plan Year. In
addition, such Participant is precluded from enrolling in the Plan for the
entire Plan Year beginning January 1 after the request is made.


 


12.                                 Administration
and Interpretation


 


The Administrative Committee has the sole authority to construe and
administer the Plan, and the Administrative Committee’s construction,
administration and actions under the Plan are binding and conclusive on all
persons for all purposes. The provisions of the Plan shall be administered and
enforced according to 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. The headings and subheadings in the Plan have been inserted for
convenience of reference only and are to be ignored in any construction of the
provisions hereof. In the construction of the Plan, the singular shall include
the plural, and the plural shall include the singular, in all cases where such
meanings would be appropriate.


 


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13.                                 Taxation


 


It is intended that each Participant will be subject to income taxes on
his or her credits under the Plan at the time the credits are paid to the
Participant, and the Plan will be interpreted consistent with that intention;
provided, however, that Participants’ credits may be subject to social
security and other payroll taxes as they accrue. All payments under the Plan
are subject to applicable federal (including social security taxes), state and
local taxes. The Corporation will not “gross-up” or otherwise reimburse
Participants for any taxes applicable to payments under the Plan.


 


14.                                 Amendment/Termination


 


The Plan may be amended or terminated at any time by the Board of
Directors, or by a committee or person(s) to which said Board of Directors
delegates such authority, provided that no such amendment or termination shall
reduce any credits of any 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.


 


15.                                 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 violate 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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CERTIFICATE


 


I,                                             ,
Secretary of DADE BEHRING INC., hereby certify that the attached document is a
correct copy of the DADE BEHRING INC. DEFERRED COMPENSATION PLAN as in effect
as of January 1, 2005.


 


Dated this                  
day of                                         ,
2006.


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Secretary as Aforesaid

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Corporate Seal)