exv10w03



 






Exhibit 10.03




FISHER SCIENTIFIC INTERNATIONAL INC.




DEFERRED COMPENSATION PLAN



Effective January 1, 2006




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	ARTICLE I

	 	DEFINITIONS AND GENERAL PROVISIONS
	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II

	 	ELIGIBILITY AND PARTICIPATION
	 	 	4	 
	 
	 	 	 	 	 	 
	ARTICLE III

	 	DEFERRED COMPENSATION AND MATCHING CREDITS
	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	 	VESTING
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE V

	 	DISTRIBUTION OF BENEFITS
	 	 	6	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	 	PLAN ADMINISTRATION
	 	 	8	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	 	AMENDMENT AND TERMINATION
	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE VIII

	 	MISCELLANEOUS PROVISIONS
	 	 	11	 






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FISHER SCIENTIFIC INTERNATIONAL INC.




DEFERRED COMPENSATION PLAN




     The Fisher Scientific International Inc. Deferred Compensation Plan (the “Plan”) is hereby
adopted effective as of January 1, 2006 by Fisher Scientific International Inc., a Delaware
corporation (the “Company”), for the benefit of a select group of the management and highly
compensated employees of the Company and of its affiliated entities.



Background Information




     A. The Company desires to adopt the Plan in order to provide certain of its highly compensated
and management employees with the opportunity to defer a portion of their base salary and bonus
amounts otherwise payable to them.



     B. The Company intends for the Plan to be an unfunded, nonqualified deferred compensation
arrangement as provided under the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), and to satisfy the requirements of a “top hat” plan thereunder and under Labor
Regulation Section 2520.104-23.



     C. The Plan is intended to comply with the requirements of The American Jobs Creation Act of
2004 (“AJCA”) and new Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). To
the extent inconsistent with Section 409A or regulations or guidance issued thereunder, this Plan
shall be amended and/or interpreted to conform to such requirements within applicable time
limitations established by the Internal Revenue Service (“IRS”).



ARTICLE I




DEFINITIONS AND GENERAL PROVISIONS




     1.1 Definitions. Unless the context requires otherwise, the terms defined in this
Article shall have the meanings set forth below unless the context clearly requires another
meaning. When the defined meaning is intended, the term is capitalized:



     (a) Account. The bookkeeping account described in Section 3.3 under which
contributions and earnings are credited on behalf of a Participant.



     (b) Base Salary. The base compensation earned by an Eligible Employee for services
rendered and paid in accordance with normal payroll practice.



     (c) Beneficiary. The person(s) entitled to receive any distribution hereunder upon
the death of a Participant. The Beneficiary for benefits payable under this Plan shall be the
beneficiary designated by the Participant in accordance with procedures established by the
Management Subcommittee as of the Participant’s date of death, or, in the absence of any such
designation, the Participant’s estate.



     (d) Board. The Board of Directors of the Company.



 









 





     (e) Bonus. An amount paid or payable by the Employer to an Eligible Employee for a
Plan Year that is not part of the Eligible Employee’s base salary, wages or commissions but is
based on the Eligible Employee’s performance under certain pre-agreed criteria for the Employer
during the Plan Year, including, but not limited to amounts received under the Long-Term Incentive
Program and any other bonus or incentive program. Unless the context clearly indicates otherwise,
a Bonus includes a Performance-Based Bonus.



     (f) Code. The Internal Revenue Code of 1986, as amended from time to time.



     (g) Company. Fisher Scientific International Inc. or any successor thereto.



     (h) Distributions. The standard form of payment shall be a single lump sum payment in
Shares as determined by the Management Subcommittee to the extent permitted by Code Section 409A
and regulations thereunder.



     (i) Effective Date. January 1, 2006.



     (j) Eligible Employee. Any Employee who is (i) among a select group of management or
highly compensated employees (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA), and (ii) designated by the Management Subcommittee as eligible to make contributions under
Article II of the Plan.



     (k) Employee. Any person who, on or after the Effective Date, is receiving
remuneration for personal services rendered to an Employer (or who would be receiving such
remuneration except for an authorized leave of absence).



     (l) ERISA. The Employee Retirement Income Security Act of 1974, as amended from time
to time.



     (m) Employer. The Company, or a successor thereto which adopts the Plan, and its
Related Employers.



     (n) Management Subcommittee. The Management Subcommittee of the Compensation
Committee of the Board of Directors. The Management Subcommittee has the authority to oversee the
administration of the Plan.



     (o) Participant. Any Eligible Employee who meets the eligibility requirements for
participation in the Plan as set forth in Article II and who has an Account under the Plan.



     (p) Performance-Based Bonus. Subject to additional guidance and/or regulations issued
by the Treasury Department and/or the IRS, a Performance-Based Bonus is a Bonus that is based on
services performed over a period of at least twelve (12) months and that satisfies the following:




     (i) the payment of the Bonus or the amount of the Bonus is contingent on the
satisfaction of organizational or individual performance criteria; and



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     (ii) the performance criteria are not substantially certain to be met at the time a
deferral election is permitted.


A Performance-Based Bonus may include payments based on subjective performance criteria, except
that:





     (i) any subjective performance criteria must relate to the performance of the
Participant, a group of service providers that includes the Participant, or a business unit
for which the Participant provides services (which may include the entire Employer); and




     (ii) the determination that any subjective performance criteria have been met must not
be made by the Participant or a family member of the Participant (as defined in Code Section
267(c)(4) applied as if the family of an individual includes the spouse of any member of the
family).



     (q) Plan. The Fisher Scientific International Inc. Deferred Compensation Plan, as set
forth herein, and as such Plan may be amended from time to time hereafter.



     (r) Plan Year. The fiscal year of the Plan, which is the twelve (12) consecutive
month period beginning January 1 and ending December 31.



     (s) Related Employers. With respect to the Company, a controlled group of
corporations (as defined in Code Section 414(b)), trades or business (whether or not incorporated)
which are under common control (as defined in Code Section 414(c)), or an affiliated service group
(as defined in Code Sections 414(m) and (o)).



     (t) Reporting Person. Eligible Employees who are subject to Section 16 of the
Securities Exchange Act of 1934, as amended.



     (u) Separation from Service or Separate from Service. A termination of employment
occurring when an Employee ceases to be an Employee of the Employer. An Eligible Employee does not
“Separate from Service” or have a “Separation from Service” if, in connection with a change of
employment, the Employee’s new employer is an Employer (as defined in Section 1.1(n)).



     (v) Shares. The common shares, with $.01 per share par value, of the Company.



     (w) Total Disability. For purposes of the Plan, Total Disability means:




     (i) the Participant is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be expected to result
in death or can be expected to last for a continuous period of not less than twelve (12)
months; or




     (ii) the Participant is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, receiving income replacement



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benefits for a period of not less than three (3) months under an accident or health
plan covering the Employer’s employees.



     1.2 General Provisions. The masculine wherever used herein shall include the
feminine; singular and plural forms are interchangeable. Certain terms of more limited application
have been defined in the provisions to which they are principally applicable. The division of the
Plan into Articles and Sections with captions is for convenience only and is not to be taken as
limiting or extending the meaning of any of its provisions.



ARTICLE II




ELIGIBILITY AND PARTICIPATION




     2.1 General Eligibility Conditions. To become eligible to participate in the Plan, an
individual must be (a) among a select group of management or highly compensated employees within
the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, and (b) designated as an
Eligible Employee by the Management Subcommittee to make Base Salary or Bonus deferral
contributions under the Plan. In order to receive a benefit under the Plan, however, a Participant
must also meet the requirements of Sections 2.2 and 2.3.



     2.2 Specific Conditions for Active Participation. To participate actively in the Plan
(i.e., to make deferrals hereunder), an Eligible Employee must execute or acknowledge either a Base
Salary and/or Bonus deferral agreement, or otherwise agree to defer some or all of his Base Salary
or Bonus in accordance with such other procedures, including electronic enrollment, as are
established by the Management Subcommittee from time to time (the “Deferral Agreement”). A
Participant’s Deferral Agreement shall be maintained by or on behalf of the Management Subcommittee
and must be executed, acknowledged, filed or submitted electronically within thirty (30) days of
first becoming eligible to participate in the Plan and, for all subsequent deferral elections after
initial participation:



     (a) For a Performance-Based Bonus, no later than six (6) months before the end of the twelve
(12)-month performance period for which the Performance-Based Bonus is awarded;



     (b) If the Bonus is not a Performance-Based Bonus, in advance of the beginning of the Plan
Year during which such Bonus is expected to be earned;



     (c) If a Base Salary deferral, in advance of the beginning of the Plan Year; or



     (d) At such other time as may be required by guidance and regulations issued under Code
Section 409A.



     An election to participate and defer Base Salary or Bonus shall be irrevocable with respect to
the amounts to which it applies and may be amended, revoked or suspended by the Participant only
effective as of the January 1st following the amendment, revocation or suspension in
accordance with procedures established by the Management Subcommittee, unless regulations or other
guidance issued under Code Section 409A permit amendment, revocation or suspension as of some other
time.



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     2.3 Eligibility List; Suspension of Active Participation. The Management Subcommittee
shall maintain a written list of those Employees who then qualify as Eligible Employees under the
Plan. Any Participant not listed as an Eligible Employee for a given Plan Year shall cease to have
the right to defer any amounts for such Plan Year. However, any amounts credited to the Account of
a Participant whose participation is suspended shall otherwise continue to be maintained under the
Plan in accordance with its terms.



     2.4 Termination of Participation. Once an Eligible Employee becomes a Participant,
such individual shall continue to be a Participant until such individual ceases: (i) to be
described as an Eligible Employee, and (ii) to have any vested interest in the Plan (as a result of
distributions made to such Participant or his Beneficiary, if applicable, or otherwise).



ARTICLE III




 DEFERRAL CONTRIBUTIONS 




     3.1 Deferral Contributions. Pursuant to the provisions of Article II and this Article
III, a Participant and the Employer may, by mutual agreement, provide for deferred and postponed
payment of a portion of the Participant’s Base Salary or Bonus which otherwise would be paid for
the applicable Plan Year(s) for services to be rendered in such year(s) (referred to as “Deferral
Contributions”). All elections to defer all or part of Base Salary or Bonus must be made in
accordance with Section 2.2 above. A Participant who is an Eligible Employee may defer up to one
hundred percent (100%) of his Base Salary and/or Bonus. The Management Subcommittee may, in its
discretion, establish and change from time to time a minimum and maximum amount that may be so
deferred by Participants. Elections shall be made in accordance with procedures established by the
Management Subcommittee. In addition, special limitations may be established by the Management
Subcommittee to apply to the deferral of any amount that a Participant is expected to receive.



     3.2 Suspension of Deferrals. Deferral Contributions hereunder will be automatically
suspended during any unpaid leave of absence or temporary layoff. Deferral Contributions suspended
in accordance with the provisions of this paragraph shall be automatically resumed, without the
necessity of any action by the Participant, upon return to employment at the expiration of such
suspension period.



     3.3 Record of Account. Solely for the purpose of measuring the amount of the
Employer’s obligations to each Participant or his Beneficiaries under the Plan, the Management
Subcommittee will maintain a separate bookkeeping record as an “Account,” for each Participant in
the Plan. The Management Subcommittee will credit a Participant’s Deferral Contributions for each
Plan Year to the Participant’s Account from time to time as the deferred amounts otherwise would
have been earned by the Participant.



     Unless the Management Subcommittee, in its sole discretion, provides for another method of
investing amounts under the Plan, a Participant’s Account shall be invested in whole Shares. Any
surplus cash shall be held separately and invested in Shares when sufficient value has been
achieved. On the date when Deferral Contributions are credited to the Participant’s Account, the
Management Subcommittee shall direct that such Deferral Contributions be applied



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toward the purchase of Shares and will credit the Participant’s Account with a number of
Shares having a Value equal to the Participant’s Deferral Contributions. For purposes of this
Plan, the “Value” of a Share on a particular day shall mean the closing trading price of a Share on
the New York Stock Exchange on that day (or, if there is no trading of the Shares on that day, on
the most recent previous date on which trading occurred).




     If any Organic Change shall occur, a Participant’s Account shall be adjusted so as to reflect
such Shares, securities or assets (including cash) as are issued or payable with respect to or in
exchange for the number of Shares credited thereto immediately before such Organic Change. An
“Organic Change” includes the recapitalization, reorganization, reclassification, consolidation, or
merger of the Company, or any sale of all or substantially all of the Company’s assets to another
person or entity, or any other transaction which is effected in such a way that holders of Shares
are entitled to receive (either directly or upon subsequent liquidation) other stock, securities,
or assets with respect to or in exchange for Shares.



     (a) Dividends Credited to Participants who are not Reporting Persons. To the extent
that dividends are payable on Shares held in the Accounts of Participants who are not Reporting
Persons, special rules shall apply. If a dividend or other distribution is in the form of cash,
such cash shall be used to purchase additional Shares for the Account of the Participant. If a
dividend or other distribution is in the form of Shares, the number of Shares so credited shall
equal the number of such Shares (and fractions thereof) distributed with respect to the Shares
deemed to be held in the Participant’s Account as of the Dividend Record Date.



     (b) Dividends Credited for Reporting Persons. With respect to a Participant who is a
Reporting Person on the Dividend Payment Date, the cash value of the dividend or other distribution
shall be invested in Shares under the Plan, as determined by the Management Subcommittee in its
sole discretion.



     3.4 Rabbi Trust. In order to satisfy the Employer’s obligations under the Plan, the
Company will establish or utilize a pre-existing deferred compensation trust that qualifies as a
so-called “rabbi trust” that meets applicable requirements of Code Section 409A.



ARTICLE IV




VESTING




     A Participant always will be one hundred percent (100%) vested in the Deferral Contributions
credited to his Account and earnings allocable thereto.



ARTICLE V




DISTRIBUTION OF BENEFITS




     5.1 General Timing Rule. Pursuant to the Participant’s election made at the time of
enrollment or any subsequent election made in each case in accordance with the provisions of
Section 409A of the Code, a Participant or the Participant’s Beneficiary shall receive payment of



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the amounts credited to his Account as soon as administratively practicable following the
earliest of:





	 	(a)	 	The date of the Participant’s Separation from Service;
	 
	 	(b)	 	The date of the Participant’s death;
	 
	 	(c)	 	The date the Participant becomes Totally Disabled; or
	 
	 	(d)	 	A specified date, if earlier.




The Management Subcommittee may establish regular payment processing dates and change the same from
time to time in its discretion, provided there are at least two (2) such dates each Plan Year.




     5.2 Exceptions to the General Timing Rule.



     (a) Distributions to Key Employees. A Participant who is a “specified employee” (as
defined in Code Section 409A and the regulations thereunder) and is entitled to a distribution due
to a Separation from Service may not receive a distribution under the Plan until a date that is at
least six months after the date of the Separation from Service.



     (b) Domestic Relations Order. A payment of all or part of the Shares in the
Participant’s Account may be made to a spouse, former spouse or other dependent under the terms of
a domestic relations order (as defined in Code Section 414(p)(1)(B)). The Management Subcommittee
shall determine whether a payment should be made pursuant to the terms of a domestic relations
order and the time and form of such payment.



     (c) Conflict of Interest. A payment of all or part of the Shares in the Participant’s
Account may be made if necessary to comply with a certificate of divestiture (as defined in Code
Section 1043(b)(2)).



     (d) De minimis Amount. If the Value of a Participant’s Account is less than $10,000,
a payment may be made of all of the Shares in the Participant’s entire Account on or before
the later of:




     (i) the December 31st of the calendar year in which the Participant Separates from
Service with the Employer; or




     (ii) the date that is 2-1/2 months after the Participant’s Separation from Service with
the Employer.



     (e) Employment Taxes. A Participant may receive a payment of the Shares in his
Account before the date set forth in Section 5.1 to the extent necessary to pay the Federal
Insurance Contributions Act (“FICA”) tax imposed under Code Sections 3101 and 3121(v)(2) on amounts
deferred under the Plan (the “FICA Amount”). In addition, a Participant may receive a payment of
the Shares in his Account before the date set forth in Section 5.1 to pay the income tax at source
on wages imposed under Code Section 3401 on the FICA Amount, and to pay the



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additional income tax at source on wages attributable to the pyramiding Code Section 3401
wages and taxes. The total payment of Shares under this Section 5.2(e) shall not exceed the
aggregate of the FICA Amount and the income tax withholding related to such FICA Amount.




     5.3 Distribution upon Death. In the event of the death of the Participant prior to the
commencement of the distribution of benefits under the Plan, such benefits shall be paid to the
Beneficiary or Beneficiaries designated by the Participant, beginning as soon as practicable after
the Participant’s death. Such benefits shall be paid in the form of a single lump sum payment of
all Shares in the Participant’s Account.



     5.4 Distribution in the Event of Total Disability. Upon the Participant’s Total
Disability, the Participant shall be eligible to receive payment of the Shares credited to his
Account commencing as soon as practicable after the Management Subcommittee is satisfied of the
determination of the existence of a Total Disability with respect to such Participant.



ARTICLE VI




PLAN ADMINISTRATION




     6.1 Administration. The Plan shall be administered by the Management Subcommittee as
an unfunded deferred compensation plan that is not intended to meet the qualification requirements
of Code Section 401.



     6.2 Management Subcommittee. The Management Subcommittee will operate and administer
the Plan and shall have all powers necessary to accomplish that purpose, including, but not limited
to, the discretionary authority to interpret the Plan, the discretionary authority to determine all
questions relating to the rights and status of Eligible Employees and Participants, and the
discretionary authority to make such rules and regulations for the administration of the Plan as
are not inconsistent with the terms and provisions hereof or applicable law, as well as such other
authority and powers relating to the administration of the Plan, except such as are reserved by the
Board. All decisions made by the Management Subcommittee shall be final. If a benefit
determination regarding one or more members of the Management Subcommittee is required, such
determination shall be made by the Compensation Committee of the Board.



     Without limiting the powers set forth herein, the Management Subcommittee shall have the power
(a) to change or waive any requirements of the Plan to conform with the law or to meet special
circumstances not anticipated or covered in the Plan; (b) to determine the times and places for
holding meetings of the Management Subcommittee and the notice to be given of such meetings; (c) to
employ such agents and assistants, such counsel (who may be counsel to the Company), and such
clerical and other services as the Management Subcommittee may require in carrying out the
provisions of the Plan; and (d) to authorize one or more of their number or any agent to execute or
deliver any instrument on behalf of the Management Subcommittee.



     The members of the Management Subcommittee and the Company and its officers and directors,
shall be entitled to rely upon all valuations, certificates and reports furnished by any funding
agent or service provider, upon all certificates and reports made by an accountant, and upon all
opinions given by any legal counsel selected or approved by the Management



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Subcommittee, and the members of the Management Subcommittee and the Company and its officers and
directors shall, except as otherwise provided by law, be fully protected in respect of any action
taken or suffered by them in good faith in reliance upon any such valuations, certificates,
reports, opinions or other advice of a funding agent, service provider, accountant or counsel.




     6.3 Statement of Participant’s Account. The Management Subcommittee shall, as soon as
practicable after the end of each Plan Year, provide to each Participant a statement setting forth
the Account of such Participant under Section 3.3 as of the end of such Plan Year. Such statement
shall be deemed to have been accepted as correct unless written notice to the contrary is received
by the Management Subcommittee within thirty (30) days after providing such statement to the
Participant. Account statements may be provided more often than annually in the discretion of the
Management Subcommittee.



     6.4 Filing Claims. Any Participant, Beneficiary or other individual (hereinafter a
“Claimant”) entitled to benefits under the Plan, or otherwise eligible to participate herein, shall
be required to make a claim with the Management Subcommittee (or its designee) requesting payment
or distribution of such Plan benefits (or written confirmation of Plan eligibility, as the case may
be), on such form or in such manner as the Management Subcommittee shall prescribe. Unless and
until a Claimant makes proper application for benefits in accordance with the rules and procedures
established by the Management Subcommittee, such Claimant shall have no right to receive any
distribution from or under the Plan.



     6.5 Notification to Claimant. If a Claimant’s application is wholly or partially
denied, the Management Subcommittee (or its designee) shall, within ninety (90) days, furnish to
such Claimant a written notice of its decision. Such notices shall be written in a manner
calculated to be understood by such Claimant, and shall contain at least the following information:



     (a) the specific reason or reasons for such denial;



     (b) specific reference to pertinent Plan provisions upon which such denial is based;



     (c) a description of any additional material or information necessary for such Claimant to
perfect his claim, and an explanation of why such material or information is necessary; and



     (d) an explanation of the Plan’s claim review procedure describing the steps to be taken by
such Claimant, if he wishes to submit his claim for review.



     6.6 Review Procedure. Within sixty (60) days after the receipt of such notice from
the Management Subcommittee, such Claimant, or the duly authorized representative thereof, may
request, by written application to the Plan, a review by the Management Subcommittee of the
decision denying such claim. In connection with such review, such Claimant, or duly authorized
representative thereof, shall be entitled to receive any and all documents pertinent to the claim
or its denial and shall also be entitled to submit issues and comments in writing. The decision of
the Management Subcommittee upon such review shall be made promptly and not later than sixty (60)
days after the receipt of such request for review, unless special circumstances require an
extension of time for processing, in which case a decision shall be



9









 




rendered as soon as possible, but not later than one hundred twenty (120) days after the
Management Subcommittee’s receipt of a request for review. Any such decision on review shall be in
writing and shall include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based.




     6.7 Payment of Expenses. All costs and expenses incurred in administering the Plan
shall be paid by the Employer.



     6.8 Special Restrictions Applicable to Shares. Notwithstanding any other provision of
this Plan or any Deferral Agreement, the Company shall not be required to issue or deliver any
certificate or certificates for Shares under this Plan prior to fulfillment of all of the following
conditions:



     (a) Listing or approval for listing upon official notice of issuance of such Shares on the New
York Stock Exchange, Inc., or such other securities exchange as may at the time be a market for the
Shares;



     (b) Any registration or other qualification of such Shares under any state or federal law or
regulation, or the maintaining in effect of any such registration or other qualification which the
Chairman of the Board shall, in his absolute discretion upon the advice of counsel, deem necessary
or advisable; and



     (c) Obtaining any other consent, approval, or permit from any state or federal governmental
agency which the Chairman of the Board shall, in his absolute discretion upon the advice of
counsel, determine to be necessary or advisable.


Nothing contained in this Plan shall prevent the Company from adopting other or additional
compensation arrangements for the Participants.




     6.9 Shares Available. Shares payable under the Plan may be taken from authorized but
unissued Shares, treasury Shares, Shares held in a rabbi trust for purposes of the Plan, or
purchased on the open market.



ARTICLE VII




AMENDMENT AND TERMINATION




     7.1 Amendment. The Company has reserved, and does hereby reserve, the right at any
time and from time to time by action of the Board (or by action of the Management Subcommittee if
and to the extent that the Board has delegated the authority to amend the provisions of the Plan)
to amend, modify or alter any or all of the provisions of the Plan without the consent of any
Eligible Employees or Participants; provided, however, that no amendment shall operate
retroactively so as to affect adversely any rights to which a Participant may be entitled under the
provisions of the Plan as in effect prior to such action. Any such amendment, modification or
alteration shall be expressed in an instrument executed by an authorized officer or officers of the
Company or a member of the Management Subcommittee, and shall become effective as of the date
designated in such instrument.



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     7.2 Termination. The Company reserves the right to suspend, discontinue or terminate
the Plan, at any time in whole or in part; provided, however, that a suspension, discontinuance or
termination of the Plan shall not accelerate the obligation to make payments to any person not
otherwise currently entitled to payments under the Plan, unless otherwise specifically so
determined by the Company and permitted by applicable law, relieve the Company of its obligations
to make payments to any person then entitled to payments under the Plan, or reduce any existing
Account balance.



ARTICLE VIII




MISCELLANEOUS PROVISIONS




     8.1 Employment Relationship. Nothing in the adoption of the Plan nor the crediting of
Deferral Contributions (and earnings thereon) shall confer on any Participant the right to
continued employment by the Employer, or affect in any way the right of the Employer to terminate
his employment at any time. Any question as to whether and when there has been a termination of a
Participant’s employment, and the cause of such termination, shall be determined by the Management
Subcommittee, and its determination shall be final.



     8.2 Facility of Payments. Whenever, in the opinion of the Management Subcommittee, a
person entitled to receive any payment, or installment thereof, is under a legal disability or is
unable to manage his financial affairs, the Management Subcommittee shall have the discretionary
authority to direct payments to such person’s legal representative or to a relative or friend of
such person for his benefit; alternatively, the Management Subcommittee may in its discretion apply
the payment for the benefit of such person in such manner as the Management Subcommittee deems
advisable. Any such payment or application of benefits made in good faith in accordance with the
provisions of this Section shall be a complete discharge of any liability of the Company, Employer
and Management Subcommittee with respect to such payment or application of benefits.



     8.3 Funding. All benefits under the Plan are unfunded and the Company shall not be
required to establish any special or separate fund or to make any other segregation of assets in
order to assure the payment of any amounts under the Plan; provided, however, that in order to
provide a source of payment for its obligations under the Plan, the Company may establish a trust
fund. The right of a Participant or his Beneficiary to receive a distribution hereunder shall be
an unsecured claim against the general assets of the Participant’s Employer, and neither the
Participant nor his Beneficiary shall have any rights in or against any amounts credited under the
Plan or any other specific assets of the Company or Employer. All amounts credited under the Plan
to the benefit of a Participant shall constitute general assets of the Participant’s Employer and
may be disposed of by the Employer at such time and for such purposes as it may deem appropriate.



     8.4 Anti-Assignment. No right or benefit under the Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or charge; and any attempt to
anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or
benefit shall be liable for or subject to the debts, contracts, liabilities, or torts of the person
entitled to such benefits. If a Participant, a Participant’s spouse, or any Beneficiary should



11









 




become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge
any right to benefits under the Plan, then those rights, in the discretion of the Management
Subcommittee, shall cease. In this case, the Management Subcommittee may hold or apply the
benefits at issue or any part thereof for the benefit of the Participant, the Participant’s spouse,
or Beneficiary in such manner as the Management Subcommittee may deem proper.




     8.5 Unclaimed Interests. If the Management Subcommittee shall at any time be unable
to make distribution or payment of benefits hereunder to a Participant or any Beneficiary of a
Participant by reason of the fact that his whereabouts is unknown, the Management Subcommittee
shall so certify, and thereafter the Management Subcommittee shall make a reasonable attempt to
locate such missing person. If such person continues missing for a period of three (3) years
following such certification, the interest of such Participant in the Plan shall, in the discretion
of the Management Subcommittee, be distributed to the Beneficiary of such missing person.



     8.6 References to Code, Statutes and Regulations. Any and all references in the Plan
to any provision of the Code, ERISA, or any other statute, law, regulation, ruling or order shall
be deemed to refer also to any successor statute, law, regulation, ruling or order.



     8.7 Liability. The Employer, and its directors, officers and employees, shall be free
from liability, joint or several, for personal acts, omissions, and conduct, and for the acts,
omissions and conduct of duly constituted agents, in the administration of the Plan, except to the
extent that the effects and consequences of such personal acts, omissions or conduct shall result
from willful misconduct. However, this Section shall not operate to relieve any of the
aforementioned from any responsibility or liability for any responsibility, obligation, or duty
that may arise under ERISA.



     8.8 Tax Consequences of Deferral Contributions. The income tax consequences to
Participants of Deferral Contributions under the Plan shall be determined under applicable federal,
state and local tax law and regulation.



     8.9 Company as Agent for Related Employers. Each Employer shall be deemed to have
appointed the Company its agent to exercise on its behalf all of the powers and authority hereby
conferred upon the Company by the terms of the Plan, including but not limited to the power to
amend and terminate the Plan. The Company’s authority shall continue unless and until the related
employer terminates its participation in the Plan.



     8.10 Governing Law; Severability. The Plan shall be construed according to the laws
of the State of New Hampshire, including choice of law provisions, and all provisions hereof shall
be administered according to the laws of that State, except to the extent preempted by federal law.
A final judgment in any action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. In the event that
any one or more of the provisions of the Plan shall for any reason be held to be invalid, illegal,
or unenforceable, such invalidity, illegality or unenforceability shall not affect any other
provision of the Plan, but the Plan shall be construed as if such invalid, illegal, or
unenforceable provisions had never been contained herein, and there shall be deemed substituted



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such other provision as will most nearly accomplish the intent of the parties to the extent
permitted by applicable law.




     8.11 Taxes. The Company shall be entitled to withhold any taxes from any distribution
hereunder or from other compensation then payable, as it believes necessary, appropriate, or
required under relevant law.



	 	 	 	 	 
	 

	 	MANAGEMENT SUBCOMMITTEE OF

FISHER SCIENTIFIC INTERNATIONAL INC.	 	 
	 
	 	 	 	 
	 

	 	 

Paul M. Meister
	 	 
	 
	 	 	 	 
	 

	 	 

Kevin P. Clark
	 	 







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