Exhibit 4.1


 


CHIRON CORPORATION

SUPPLEMENTAL RETIREMENT PLAN


 


ARTICLE I


PURPOSE


 


This Plan serves as the successor to the
Chiron Corporation Supplemental Executive Retirement Plan and is designed to
restore to selected employees of Chiron Corporation and its affiliates certain
benefits that cannot be provided under the Chiron Corporation 401(k) Plan and
to provide such employees additional opportunities to defer compensation. It
shall be effective for compensation earned or otherwise to be paid after December
31, 2004.


 


This Plan is intended to comply with the
provisions of the American Jobs Creation Act of 2004 applicable to deferred
compensation and shall be administered and operated in conformity with those
provisions and applicable Treasury Regulations.


 


This Plan is intended to be a plan that is
unfunded and that is maintained by Chiron Corporation primarily for the purpose
of providing deferred compensation for a select group of management or highly
compensated employees within the meaning of the Employee Retirement Income
Security Act of 1974 (“ERISA”).


 


ARTICLE II


DEFINITIONS


 


In this Plan, the following terms have the
meanings indicated below:


 


2.01                           “Account” means a bookkeeping entry used
to record deferrals and contributions made on a Participant’s behalf under
Article III and Article VII of the Plan and any earnings credited to these
deferrals and contributions under Article IV or Article VII of the Plan.  To the extent it considers necessary or
appropriate, the Committee or its delegate shall maintain a separate subaccount
for each type of deferral or contribution under the Plan or shall otherwise
provide a means for determining that portion of an account attributable to each
type.


 


2.02                           “Affiliate” means an entity other than the
Company whose employees participate in the 401(k) Plan.


 


2.03                           “Beneficiary” means the person or persons,
natural or otherwise, entitled to receive a Participant’s vested Account if the
Participant dies before distribution of his or her entire vested Account. A
Participant’s Beneficiary shall, at any time, be the person or persons then
designated, whether affirmatively or by default, as the Participant’s
beneficiary under the 401(k) Plan. If the Participant no longer has a
beneficiary under the 401(k) plan, the Participant may designate one or more
primary Beneficiaries and one or more secondary Beneficiaries for purposes of
this Plan. Any such designation will be made in writing pursuant to such
procedures


 






















 


as the
Committee may establish and delivered to the Committee before the Participant’s
death. The Participant may revoke or change this designation at any time before
his or her death by following such procedures as the Committee may establish.
If there is no effective Beneficiary designation on file when such a Participant
dies, the Participant’s vested Account will be distributed to the Participant’s
spouse if surviving at the Participant’s death, or if there is no such spouse,
the Participant’s estate.


 


2.04                           “Bonus” means an Eligible Employee’s bonus
paid under the Annual Incentive Plan.


 


2.05                           “Chiron 401(k) Plan” means the Chiron
Corporation 401(k) Plan, as amended from time to time.


 


2.06                           “Code” means the Internal Revenue Code of
1986, as amended.


 


2.07                           “Committee” means the committee
established pursuant to Article XIV of the Chiron 401 (k) Plan, as constituted
from time to time.  The Committee has
full discretionary authority to administer and interpret the Plan, to determine
eligibility for Plan benefits, to select employees for Plan participation, and
to correct errors. The Committee may delegate its duties and responsibilities
and, unless the Committee expressly provides to the contrary, any such
delegation will carry with it the Committee’s full discretionary authority to
accomplish the delegation. Decisions of the Committee and its delegate will be
final and binding on all persons.


 


2.08                           “Company” means Chiron Corporation.


 


2.09                           “Compensation” means compensation as
established pursuant to Article II of the Chiron 401 (k) Plan, as constituted
from time to time.


 


2.10                           “Eligible Employee” means an employee of
the Company or of an Affiliate at salary grade positions of 45 and higher
(including executive salary grades) who has been selected by the Committee for
Plan participation.  An individual will
automatically cease to be an Eligible Employee on the earliest of (i) the end
of the pay period corresponding to the last payday of the month in which the
individual ceases to be an employee of the Company or an Affiliate at salary
grade position of 45 or higher, (ii) the date of the individual’s cessation of
employment, (iii) the date specified by the Committee for such cessation, or
(iv) the date the Plan is terminated.


 


2.11                           “Matching Contribution” means a matching
contribution pursuant to Section 5.02 of the Chiron 401(k) Plan that was in
effect prior to January 1, 2005.


 


2.12                           “Participant” means a current or former
Eligible Employee who retains an Account.


 


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2.13                           “Plan” means this Chiron Corporation
Supplemental Retirement Plan, as amended from time to time.


 


2.14                           “Plan Year” means the plan year defined in
the Chiron 401 (k) Plan.


 


2.15                           “Plan Year Account” means, for each Plan
Year, that portion of an Eligible Employee’s Account that is attributable to
(i) Compensation that would have been paid in such Plan Year had payment not
been deferred under this Plan and (ii) earnings credited thereto pursuant to
Article IV.


 


2.16                           “Salary Deferral” means a salary deferral
pursuant to Section 5.01 of the Chiron 401(k) Plan.


 


2.17                           “Separation from Service” means separation
from service with the Company and all Affiliates within the meaning of Code
Section 409A and the regulations thereunder.


 


2.18                           “Special Deferred Compensation Arrangement”
means any written deferred compensation arrangement entered into between and
signed by an Eligible Employee and the Company, or an Affiliate thereof, which
is approved by the Committee or its delegate pursuant to Section 7.01 hereof.


 


ARTICLE III


DEFERRALS AND CONTRIBUTIONS


 


3.01                           Salary and Bonus Deferrals.


 


(a)                                  Elections. In order to be eligible for salary and bonus deferrals for a Plan Year,
an Eligible Employee must make an election to make deferrals for such Plan
Year. Such election generally must be made before the calendar year in which
the Compensation is earned, in accordance with such procedures as the Committee
shall specify. However, if an individual first becomes an Eligible Employee
during a Plan Year, an Eligible Employee may elect, within 30 days after he or
she is first notified that he or she is eligible to participate in the Plan, to
defer Compensation for services performed during that Plan Year and after the
election. Elections will remain in effect for one Plan Year or, if the
Committee so permits, all subsequent Plan Years during which the individual
remains an Eligible Employee.  In
addition, the Committee may authorize a separate election with respect to one
or more specific types of Compensation.


 


(b)                                 No Changes.  An Eligible Employee’s
deferral election, once filed, may not be revoked, modified or changed except
to the extent permitted under Code Section 409A and the regulations thereunder.


 


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(c)                                  Late Election.  If an Eligible Employee does
not make a timely election for a Plan Year, no salary or bonus deferral will be
made under the Plan on behalf of that Eligible Employee with regard to that
election for that Plan Year.


 


(d)                                 Salary Deferrals.  The
amount of an Eligible Employee’s salary deferral will be equal to the portion
of the Compensation (other than his or her Bonus) otherwise elected by such
Eligible Employee to be contributed to the Chiron 401(k) Plan which could not
be so contributed due to the limitations of Code Sections 401(a)(17), 402(g)(1)
and/or 415.  Catch-up contributions by
Eligible Employees who have attained age 50 will be made to the Chiron 401(k)
Plan, instead of the Plan.


 


(e)                                  Bonus Deferrals. The amount of an Eligible Employee’s bonus deferral for any Plan Year
may be any whole percentage of his or her Bonus paid in such year.  However, in no event may the Bonus deferred
under the Plan, when added to any Bonus contributed to the Chiron 401(k) Plan
as Salary Deferral, exceed one hundred percent (100%) of such Bonus.


 


(f)                                    Crediting. Salary deferrals will be credited to Eligible Employees’ Accounts as of
the date that the Salary Deferrals to which the salary deferrals under the Plan
relate would otherwise have been credited to the Chiron 401 (k) Plan.  Bonus deferrals will be credited to Eligible
Employee’s Accounts as of the date the Bonus would otherwise have been paid.


 


3.02                           Matching Contributions.


 


(a)                                  Amount.  The amount of an Eligible
Employee’s matching contribution for a Plan Year will be equal to the amount by
which that Eligible Employee’s Matching Contribution for that Plan Year was
reduced due to the reduction of such Eligible Employee’s Salary Deferral or
Matching Contributions as a result of the Code Sections 401(a)(17), 402(g)(1)
and/or 415; provided that matching contributions attributable to Salary
Deferral reductions under the Chiron 401(k) Plan shall not be made unless
salary and bonus deferrals equal to such reductions are made hereunder.


 


(b)                                 Crediting. Matching Contributions will be credited to Eligible Employees’ Accounts
as of the date that the Matching Contributions to which the matching
contributions relate would otherwise have been credited to the Chiron 401 (k)
Plan.


 


ARTICLE IV


EARNINGS


 


Amounts credited to a Participant’s Account under the Plan shall be
credited with earnings and losses, at periodic intervals determined by the
Committee, at a rate equal to the actual rate of return for such period of the
investment vehicle designated by the Committee or, to the extent permitted by
the Committee, the investment fund or funds or index or indices or


 


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vehicle or vehicles selected by
that Participant from a range of investment vehicles authorized by the
Committee.  A Participant may change his
or her investment selections or reallocate Account balances among the available
investment alternatives with such frequency (and in such manner) as determined
by the Committee.  The Committee shall
have the right to limit excessive trading by any Participant.  The rate of return on investment vehicles
shall be tracked solely for the purpose of computing the amount of benefits
payable from the Participant’s Account under the Plan.  The Company shall not be obligated to make
any actual investment.


 


ARTICLE V

VESTING


 


Participants will be 100% vested in that portion
of their Accounts attributable to salary and bonus deferrals and matching
contributions. That portion of a Participant’s Account attributable to amounts
deferred under a Special Deferred Compensation Arrangement shall vest in
accordance with the terms of that arrangement.


 


ARTICLE VI

DISTRIBUTIONS


 


6.01                           Distribution Elections


 


(a)                                  Annual Elections.  Each
Eligible Employee must elect the time and manner of distribution of each of his
or her Plan Year Accounts (or Plan Year subaccounts for each type of deferral,
to the extent the Committee deems appropriate).  Any such election made by an Eligible Employee with respect to a
Plan Year Account must be made at the time the Eligible Employee files his or
her deferral election with respect to one or more items of Compensation to be
earned in such Plan Year.  If the
Committee so determines, an election may apply to all subsequent Plan Years,
until revoked in writing before the first Plan Year for which it is intended to
be revoked.


 


(b)                                 Timing.  Subject to Section 6.02
(relating to distributions following death), Section 6.03 (relating to hardship
withdrawals) and Article VII (relating to certain distributions of Special
Deferred Compensation Arrangements), a Participant may elect to have his or her
Plan Year Account, to the extent vested, distributed as soon as
administratively practicable following the earlier of


 


(i) the Participant’s Separation from Service
or, if the Participant so elects, twelve (12) months following the
Participant’s Separation from Service or


 


(ii) a date specified by the Participant in
his or her election (the “Specified Payment Date”) provided such date is at
least two (2) years after the beginning of the Plan Year for that Account.  Although a Participant may elect a separate
Specified Payment Date for each Plan Year Account, the Committee may specify a
limit on the total number of different Specified Payment Dates that a
Participant may elect with respect to all Plan Year Accounts.


 


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(c)                                  Form.  The vested portion of the Plan
Year Account to be distributed in connection with the Participant’s Separation
from Service pursuant to Section 6.01(b)(i) above will be distributed, based on
the Participant’s election, in one of the following forms: (i) a lump sum or
(ii) a series of annual installments, not in excess of ten (10).  The amount of each installment will be the
remaining balance of the Participant’s vested Plan Year Account divided by the
number of installments remaining (including the installment to be made).  The vested portion of the Plan Year Account
to be distributed on a Specified Payment Date pursuant to Section 6.01(b)(ii)
above will be distributed in a lump sum.


 


(d)                                 Subsequent Election.  A
Participant may change the distribution election in effect for a Plan Year
Account by submitting that change to the Committee or its delegate in writing.
However, the subsequent election shall have no force or effect and shall not
become effective until the expiration of the twelve (12)-month period measured
from the filing date of such election. 
In addition, such election shall be valid only if (i) such election
defers any distribution to be made for at least five (5) years after the date
that distribution would have otherwise been made or commenced in the absence of
such subsequent election and, in the case of any election eliminating or
changing a Specified Payment Date with respect to a Plan Year Account, (ii)
such election is made at least twelve (12) months before the Specified Payment Date.  In no event may any change to the
distribution election in effect for the Plan Year Account result in any
acceleration of the distribution of that Account.


 


(e)                                  Default.  Subject to Article VII
(relating to certain distributions of Special Deferred Compensation
Arrangements), if upon a Participant’s Separation from Service, the Committee
does not have a proper distribution election on file for that Participant, the
vested portion of that Participant’s Account will be distributed to the
Participant in one lump sum as soon as administratively practicable after the
Participant’s Separation from Service.


 


6.02                           Death.  Subject to Article VII
(relating to certain distributions of Special Deferred Compensation
Arrangements), if a Participant dies with a vested amount in his or her
Account, whether or not the Participant was receiving payouts from that Account
at the time of his or her death, the Participant’s Beneficiary will receive the
entire vested amount in the Participant’s Account in a lump sum as soon as
administratively practicable after the Committee learns of the Participant’s
death and has verified the Beneficiary’s right to payment.


 


6.03                           Hardship Withdrawal.  If a
Participant has a severe financial hardship resulting from an illness or
accident of the Participant, his or her spouse or his or her dependent (as
determined pursuant to Section 152(a) of the Code), loss of the Participant’s
property due to casualty or other similar extraordinary and unforeseen
circumstances beyond the Participant’s control and has no other resources
available, whether through reimbursement or compensation (by insurance or
otherwise) or liquidation of existing assets without such liquidation itself
causing a severe financial hardship, the Participant may request a hardship withdrawal.
The total hardship withdrawal must be approved by the Committee, and shall be
limited to the amount


 


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necessary
to meet the financial need after taking into account the extent to which the
hardship is or may be relieved and to satisfy the Participant’s tax liability
with respect to such withdrawal, and in no event may such amount exceed that
portion of the Participant’s Account attributable to salary deferrals and
matching contributions.


 


6.04                           Withholding.  The Company will deduct from
Plan payouts, or from other compensation payable to a Participant or
Beneficiary, amounts required by law to be withheld for taxes with respect to
benefits under this Plan.  The Company
reserves the right to reduce any salary or bonus deferral or contribution that
would otherwise be made under this Plan on behalf of a Participant to satisfy
the Participant’s tax withholding liabilities.


 


6.05                           Deferred Commencement for Key Employee. 
Notwithstanding any provision to the contrary in this Article VI or any
other article of this Plan, no distribution in connection with the Separation
from Service by a Participant who is at the time a “key employee” within the
meaning of that term under Code Section 416(i) shall be made or otherwise
commence prior to the earlier of (i) the expiration of the six (6)-month
period measured from the date of such Separation from Service or (ii) the date
of the Participant’s death.


 


ARTICLE VII


SPECIAL DEFERRED COMPENSATION
ARRANGEMENTS


 


7.01                           General.  If an Eligible Employee enters
into a separate written arrangement with the Company or an Affiliate, signed by
both parties, for the payment of nonqualified deferred compensation or the
Company authorizes the deferral of additional types of compensation
arrangements (including but not limited to severance payments, special bonuses,
bonuses or other compensation earned with a predecessor company, etc.) pursuant
to a separate written arrangement signed by the Eligible Employee and the
Company or an Affiliate (each a “Special Deferred Compensation Arrangement”),
payment of such compensation shall be made through this Plan, unless expressly
specified otherwise under such arrangement.


 


7.02                           Defined Contribution Arrangements.  If the
Special Deferred Compensation Arrangement is in the nature of a defined
contribution arrangement, the deferred amount will be credited to the Eligible
Employee’s Account when such amounts would otherwise have been paid or when
specified under the arrangement. 
Amounts so credited to the Eligible Employee’s Account will be credited
with earnings and, to the extent vested under the arrangement, shall become
distributed in accordance with the terms of the Plan, except to the extent
specified under the arrangement.


 


7.03                           Defined Benefit Arrangements.  If a
Special Deferred Compensation Arrangement is in the nature of a defined benefit
arrangement, the benefit shall be payable hereunder, at the time and in the
form specified in the arrangement.


 


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7.04                           Limitation.  All such special deferred compensation
arrangements under this Article VII shall be structured and administered in
compliance with the applicable requirements of Code Section 409A and the
Regulations thereunder.


 


ARTICLE VIII 

MISCELLANEOUS


 


8.01                           Limitation of Rights. 
Participation in this Plan does not give any individual the right to be
retained in the service of the Company or of any related entity.


 


8.02                           Additional Restrictions.  If the
Committee determines that additional restrictions or limitations must be placed
on the investment vehicles utilized for measuring the return on the amounts
credited to Participant Accounts, the right of Participants to make investment
elections with respect to their Accounts, their ability to make or change
distribution elections, their ability to 
defer distributions, the commencement date for the distribution of their
benefits and the method of such distribution or their rights or status as
creditors under the Plan in order to avoid current income taxation of amounts
deferred under the Plan, the Committee may, in its sole discretion, amend the
Plan to impose such restrictions or limitations, cease deferrals under the Plan
and/or defer distribution dates under the Plan.


 


8.03                           Satisfaction of Claims. 
Payments to a Participant, the Participant’s legal representative, or
Beneficiary in accordance with the terms of this Plan will, to the extent
thereof, be in full satisfaction of all claims that person may have hereunder
against the Committee, the Company, and all Affiliates, any of which may
require, as a condition to payment, that the recipient execute a receipt and
release in a form determined by the Committee, the Company, or an Affiliate.


 


8.04                           Indemnification.  The Company and the Affiliates will
indemnify and hold harmless the Directors, the members of the Committee, and
employees of the Company and the Affiliates who may be deemed fiduciaries of
the Plan, from and against any and all liabilities, claims, costs and expenses,
including attorneys’ fees, arising out of an alleged breach in the performance
of their fiduciary duties under the Plan, other than such liabilities, claims,
costs and expenses as may result from the gross negligence or willful
misconduct of such persons. The Company and the Affiliates shall have the
right, but not the obligation, to conduct the defense of such persons in any
proceeding to which this Section applies.


 


8.05                           Assignment.  To the fullest extent permitted
by law, benefits under the Plan and rights thereto are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of a Participant or a
Beneficiary.


 


8.06                           Inability to Locate Recipient.  If a
benefit under the Plan remains unpaid for two years from the date it becomes
payable solely by reason of the inability of the Committee to locate the
Participant or Beneficiary entitled to the payment, the benefit shall be
treated as


 


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forfeited.
Any amount forfeited in this manner shall be restored without interest upon
presentation of an authenticated written claim by the person entitled to the
benefit.


 


8.07                           Amendment and Termination.  The
Company’s Board of Directors may, at any time, amend or terminate the Plan. In
addition, the Committee may amend the Plan (other than this Section 8.07),
provided that no such amendment may cause any substantial increase in cost to
the Company or to any Affiliate. Any amendment must be made in writing; no oral
amendment will be effective.  Except to
the limited extent provided in Section 8.02, no amendment may, without the
consent of an affected Participant (or, if the Participant is deceased, the
Participant’s Beneficiary), adversely affect the Participant’s or the
Beneficiary’s rights and obligations under the Plan with respect to amounts
already credited to a Participant’s Account.


 


8.08                           Applicable Law.  To the extent not governed by
Federal law, the Plan is governed by the laws of the State of California. If
any provision of the Plan is held to be invalid or unenforceable, the remaining
provisions of the Plan will continue to be fully effective.


 


8.09                           No Funding.  The Plan constitutes a mere
promise by the Company and the Affiliates to make payments in the future in
accordance with the terms of the Plan. Except to the extent provided below in
Section 8.10, Participants and Beneficiaries have the status of general
unsecured creditors of the Company and the Affiliates and Plan benefits will be
paid from the general assets of the Company and the Affiliates and nothing in
the Plan will be construed to give any Participant or any other person rights
to any specific assets of the Company or the Affiliates. In all events, it is
the intention of the Company, all Affiliates and all Participants that the Plan
be treated as unfunded for tax purposes and for purposes of Title I of ERISA.


 


8.10                           Trust.  Except to the extent the
Committee deems otherwise before a benefit is credited under the Plan, Plan
benefits shall be paid from the assets of a grantor trust (the “Trust”)
established by the Company to assist it in meeting its obligations and, to the
extent that such assets are not sufficient, by the Company. The Trust shall
conform to the terms of the Internal Revenue Service Model Trust as described
in Internal Revenue Service Revenue Procedure 92-64.


 


IN WITNESS WHEREOF, Chiron Corporation has
caused this Plan, effective January 1, 2005, to be executed by its duly
authorized representative on the date indicated below.


 


 


	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
  Date

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  



 


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