EXHIBIT 10.4
ABBOTT LABORATORIES SUPPLEMENTAL PENSION PLAN
(AS AMENDED THRU THE 16th AMENDMENT
EFFECTIVE APRIL 26, 2002)
ABBOTT LABORATORIES SUPPLEMENTAL PENSION PLAN
SECTION 1
INTRODUCTION
1-1. On September 9, 1977, December 14, 1979 and February 10, 1984 the
Board of Directors of Abbott Laboratories ("Abbott") adopted certain resolutions
providing for payment of (i) pension benefits calculated under the Abbott
Laboratories Annuity Retirement Plan ("Annuity Plan") in excess of those which
may be paid under that plan under the limits imposed by Section 415 of the U.S.
Internal Revenue Code, as amended, and the Employee Retirement Income Security
Act ("ERISA") and (ii) the additional pension benefits that would be payable
under the Annuity Plan if deferred awards under the Abbot Laboratories
Management Incentive Plan were included in "final earnings" as defined in the
Annuity Plan.
The purpose of this ABBOTT LABORATORIES SUPPLEMENTAL PENSION PLAN (the
"Supplemental Plan") is to clarify, restate and supersede the prior resolutions.
1-2. The Supplemental Plan shall apply to employees of Abbott and its
subsidiaries and affiliates existing as of the date of adoption of the
Supplemental Plan or thereafter created or acquired. (Abbott and each of such
subsidiaries and affiliates are hereinafter referred to as an "employer" and
collectively as the "employers").
1-3. All benefits provided under the Supplemental Plan shall be provided
from the general assets of the employers and not from any trust fund or other
designated asset. All participants in the Supplemental Plan shall be general
creditors of the employers with no priority over other creditors.
1-4. The Supplemental Plan shall be administered by the Abbott
Laboratories Employee Benefit Board of Review appointed and acting under the
Annuity Plan ("Board of Review"). Except as stated below, the Board of Review
shall perform all powers and duties with
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respect to the Supplemental Plan, including the power to direct payment of
benefits, allocate costs among employers, adopt amendments and determine
questions of interpretation. The Board of Directors of Abbott shall have the
sole authority to terminate the Supplemental Plan.
SECTION 2
ERISA ANNUITY PLAN SUPPLEMENTAL BENEFIT
2-1. The benefits described in this Section 2 shall apply to all
participants in the Annuity Plan who retire, or terminate with a vested pension
under that plan, on or after September 9, 1977.
2-2. Each Annuity Plan participant whose retirement or vested pension
under that plan would otherwise be limited by Section 415, Internal Revenue
Code, shall receive a supplemental pension under this Supplemental Plan in an
amount, which, when added to his or her Annuity Plan pension, will equal the
amount the participant would be entitled to under the Annuity Plan as in effect
from time to time, based on the particular option selected by the participant,
without regard to the limitations imposed by Section 415, Internal Revenue Code.
SECTION 3
1986 TAX REFORM ACT SUPPLEMENTAL BENEFIT
3-1. The benefits described in this Section 3 shall apply to all
participants in the Annuity Plan who retire, or terminate with a vested pension
under that plan, after December 31, 1988.
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3-2. Each Annuity Plan participant shall receive a supplemental pension
under this Supplemental Plan in an amount determined as follows:
(a) The supplemental pension shall be the difference, if any, between:
(i) the monthly benefit payable under the Annuity Plan plus any
supplement provided by Section 2; and
(ii) the monthly benefit which would have been payable under the
Annuity Plan (without regard to the limits imposed by Section
415, Internal Revenue Code) if the participant's "final
earnings", as defined in the Annuity Plan, had included
compensation in excess of the limits imposed by Section
401(a)(17), Internal Revenue Code, and any "pre-tax
contributions" made by the participant under the Abbott
Laboratories Supplemental 401(k) Plan.
SECTION 4
DEFERRED MIP ANNUITY PLAN SUPPLEMENTAL BENEFIT
4-1. The benefits described in this Section 4 shall apply to all
participants in the Annuity Plan who retire, or terminate with a vested pension,
under that plan, on or after December 14, 1979 and who were awarded Management
Incentive Plan awards for any calendar year during the ten consecutive calendar
years ending with the year of retirement or termination of employment.
4-2. Each Annuity Plan participant shall receive a supplemental pension
under this Supplemental Plan in an amount determined as follows:
(a) The supplemental pension shall be the difference, if any, between:
(i) the monthly benefit payable under the Annuity Plan plus any
supplement provided by Section 2 and Section 3; and
(ii) the monthly benefit which would have been payable under the
Annuity Plan (without regard to the limits imposed by Section
415, Internal Revenue Code) if the participant's "final
earnings", as defined in the Annuity Plan, were one-sixtieth of
the sum of:
(A) the participant's total "basic earnings" (excluding any
payments under the Management Incentive Plan or any
Division Incentive Plan) received in the sixty consecutive
calendar months for which
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his basic earnings (excluding any payments under the
Management Incentive Plan or any Division Incentive Plan)
were highest within the last one hundred twenty consecutive
calendar months immediately preceding his retirement or
termination of employment; and
(B) the amount of the participant's total awards under the
Management Incentive Plan and any Division Incentive Plan
(whether paid immediately or deferred) made for the five
consecutive calendar years during the ten consecutive
calendar years ending with the year of retirement or
termination for which such amount is the greatest and (for
participants granted Management Incentive Plan awards for
less than five consecutive calendar years during such ten
year period) which include all Management Incentive Plan
awards granted for consecutive calendar years within such
ten year period.
(b) That portion of any Management Incentive Plan award which the
Compensation Committee has determined shall be excluded from the
Participant's "basic earnings" shall be excluded from the calculation
of "final earnings" for purposes of this Section 4-2. "Final
earnings" for purposes of this subsection 4-2 shall include any
compensation in excess of the limits imposed by Section 401(a)(17),
Internal Revenue Code.
(c) In the event the period described in subsection 4-2(a)(ii)(B) is the
final five calendar years of employment and a Management Incentive
Plan award is made to the participant subsequent to retirement for
the participant's final calendar year of employment, the supplemental
pension shall be adjusted by adding such new award and subtracting a
portion of the earliest Management Incentive Plan award included in
the calculation, from the amount determined under subsection
4-2(a)(ii)(B). The portion subtracted shall be equal to that portion
of the participant's final calendar year of employment during which
the participant was employed by Abbott. If such adjustment results in
a greater supplemental pension, the greater pension shall be paid
beginning the first month following the date of such new award.
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SECTION 5
CORPORATE OFFICER ANNUITY PLAN SUPPLEMENTAL BENEFIT
5-1. The benefits described in this Section 5 shall apply to all
participants in the Annuity Plan who are corporate officers of Abbott as of
September 30, 1993 or who become corporate officers thereafter, and who retire,
or terminate with a vested pension under that plan on or after September 30,
1993. The term "corporate officer" for purposes of this Supplemental Plan shall
mean an individual elected an officer of Abbott by its Board of Directors (or
designated as such for purposes of this Section 5 by the Compensation Committee
of the Board of Directors of Abbott), but shall not include assistant officers.
5-2. Subject to the limitations and adjustments described below, each
participant described in subsection 5-1 shall receive a monthly supplemental
pension under this Supplemental Plan commencing on the participant's normal
retirement date under the Annuity Plan and payable as a life annuity, equal to
6/10 of 1 percent (.006) of the participant's final earnings (as determined
under subsection 4-2) for each of the first twenty years of the participant's
benefit service (as defined in the Annuity Plan) occurring after the
participant's attainment of age 35.
5-3. In no event shall the sum of (a) the participant's aggregate
percentage of final earnings calculated under subsection 5-2 and (b) of the
participant's aggregate percentage of final earnings calculated under subsection
5-1(b)(i) of the Annuity Plan, exceed the maximum aggregate percentage of final
earnings allowed under subsection 5-1(b)(i) of the Annuity Plan (without regard
to any limits imposed by the Internal Revenue Code), as in effect on the date of
the participant's retirement or termination. In the event the limitation
described in this subsection 5-3 would be exceeded for any participant, the
participant's aggregate percentage calculated under subsection 5-2 shall be
reduced until the limit is not exceeded.
5-4. Benefit service occurring between the date a participant ceases to be
a corporate officer of Abbott and the date the participant again becomes a
corporate officer of Abbott shall be
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disregarded in calculating the participant's aggregate percentage under
subsection 5-2.
5-5. Any supplemental pension otherwise due a participant under this
Section 5 shall be reduced by the amount (if any) by which:
(a) the sum of (i) the benefits due such participant under the Annuity
Plan and this Supplemental Plan, plus (ii) the actuarially equivalent
value of the employer-paid portion of all benefits due such
participant under the primary retirement plans of all non-Abbott
employers of such participant; exceeds
(b) the maximum benefit that would be due under the Annuity Plan (without
regard to the limits imposed by Section 415, Internal Revenue Code)
based on the participant's final earnings (as determined under
subsection 4-2), if the participant had accrued the maximum benefit
service recognized by the Annuity Plan.
The term "primary retirement plan" shall mean any pension benefit plan as
defined in ERISA, whether or not qualified under the Internal Revenue Code,
which is determined by the Board of Review to be the primary pension plan of its
sponsoring employer. The term "non-Abbott employer" shall mean any employer
other than Abbott or a subsidiary or affiliate of Abbott. A retirement plan
maintained by an employer prior to such employer's acquisition by Abbott shall
be deemed a retirement plan maintained by a non-Abbott employer for purposes of
this subsection 5-5.
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5-6. Any supplemental pension due a participant under this Section 5 shall
be actuarially adjusted as provided in the Annuity Plan to reflect the pension
form selected by the participant and the participant's age at commencement of
the pension, and shall be paid as provided in subsection 6-2.
SECTION 6
CORPORATE OFFICER ANNUITY PLAN
SUPPLEMENTAL EARLY RETIREMENT BENEFIT
6-1. The benefits described in this Section 6 shall apply to all persons
described in subsection 5-1.
6-2. The supplemental pension due under Sections 2, 3, 4 and 5 to each
participant described in subsection 6-1 shall be reduced as provided in
subsections 5-3 and 5-6 of the Annuity Plan for each month by which its
commencement date precedes the last day of the month in which the participant
will attain age 60. No reduction will be made for the period between the last
day of the months the participant will attain age 60 and age 62.
6-3. Each participant described in subsection 6-1 shall receive a monthly
supplemental pension under this Supplemental Plan equal to any reduction made
in such participant's Annuity Plan pension under subsections 5-3 or 5-6 of the
Annuity Plan for the period between the last day of the months the
participant will attain age 60 and age 62.
SECTION 7
MISCELLANEOUS
7-1. For purposes of this Supplemental Plan, the term "Management
Incentive Plan" shall mean the Abbott Laboratories 1971 Management Incentive
Plan, the Abbott Laboratories 1981 Management Incentive Plan and all successor
plans to those plans.
7-2. The supplemental pension described in Sections 2, 3, 4, 5 and 6 shall
be paid to the participant or his or her beneficiary based on the particular
pension option elected by the participant, in the same manner, at the same time,
for the same period and on the same terms and conditions as the pension payable
to the participant or his beneficiary under the Annuity Plan. In the event a
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participant is paid his or her pension under the Annuity Plan in a lump sum,
any supplemental pension due under Sections 2, 3, 4, 5 or 6 shall likewise be
paid in a lump sum. Notwithstanding the foregoing provision of this
subsection 7-2: (a) if the present value of the vested supplemental pensions
described in Sections 2, 3, 4, 5 and 6 of a participant who is actively
employed by Abbott as a corporate officer exceeds $100,000, then payment of
such pensions shall be made to the participant under Section 8 below; and (b)
if the monthly vested supplemental pensions, expressed as a straight life
annuity, due a participant or his or her beneficiary under Sections 2, 3, 4,
5 and 6 do not exceed an aggregate of One Hundred Fifty Dollars ($150.00) as
of the commencement date of the pension payable such participant or his or
her beneficiary under the Annuity Plan, and payment of such supplemental
pension has not previously been made under Section 8, the present value of
such supplemental pensions shall be paid such participant or beneficiary in a
lump-sum.
7-3. Notwithstanding any other provisions of this Supplemental Plan, if
employment of any participant with Abbott and its subsidiaries and affiliates
should terminate for any reason within five (5) years after the date of a Change
in Control:
(a) The present value of any supplemental pension due the participant
under Section 2 (whether or not then payable) shall be paid to the
participant in a lump sum within thirty (30) days following such
termination; and
(b) The present value of any supplemental pension due the participant
under Sections 3 or 4 (whether or not then payable) shall be paid to
the participant in a lump sum within thirty (30) days following such
termination.
The supplemental pension described in paragraph (a) shall be computed using as
the applicable limit under Section 415, Internal Revenue Code, such limit as is
in effect on the termination date and based on the assumption that the
participant will receive his or her Annuity Plan pension in the form of a
straight life annuity with no ancillary benefits. The present values of the
supplemental pensions described in paragraphs (a) and (b) shall be computed as
of the date of payment by using an interest rate equal to the Pension Benefit
Guaranty Corporation interest rate applicable to an
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immediate annuity, as in effect on the date of payment.
7.4 For purposes of subsection 7-3, a "Change in Control" shall be deemed
to have occurred on the earliest of the following dates:
(a) The date any entity or person (including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934 (the
"Exchange Act")) shall have become the beneficial owner of, or shall
have obtained voting control over thirty percent (30%) or more of the
outstanding common shares of the Company;
(b) The date the shareholders of the Company approve a definitive
agreement (A) to merge or consolidate the Company with or into
another corporation, in which the Company is not the continuing or
surviving corporation or pursuant to which any common shares of the
Company would be converted into cash, securities or other property of
another corporation, other than a merger of the Company in which
holders of common shares immediately prior to the merger have the
same proportionate ownership of common stock of the surviving
corporation immediately after the merger as immediately before, or
(B) to sell or otherwise dispose of substantially all the assets of
the Company; or
(c) The date there shall have been a change in a majority of the Board of
Directors of the Company within a twelve (12) month period unless the
nomination for election by the Company's shareholders of each new
director was approved by the vote of two-thirds of the directors then
still in office who were in office at the beginning of the twelve
(12) month period.
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7-5. The provisions of subsections 7-3, 7-4 and this subsection 7-5 may
not be amended or deleted, nor superseded by any other provision of this
Supplement Plan, during the period beginning on the date of a Change in Control
and ending on the date five years following such Change in Control.
7-6. All benefits due under this Supplemental Plan shall be paid by Abbott
and Abbott shall be reimbursed for such payments by the employee's employer. In
the event the employee is employed by more than one employer, each employer
shall reimburse Abbott in proportion to the period of time the employee was
employed by such employer, as determined by the Board of Review in its sole
discretion.
7-7. The benefits under the Supplemental Plan are not in any way subject
to the debts or other obligations of the persons entitled to benefits and may
not be voluntarily or involuntarily sold, transferred or assigned.
7-8. Nothing contained in this Supplemental Plan shall confer on any
employee the right to be retained in the employ of Abbott or any of its
subsidiaries or affiliates.
7-9. Upon adoption of this Supplemental Plan, the prior resolutions shall
be deemed rescinded.
SECTION 8
ALTERNATE PAYMENT OF SUPPLEMENTAL PENSIONS
8-1. If, as of December 31, 1995 or any subsequent December 31, the
present value of the supplemental pension described in Sections 2, 3, 4, 5 and 6
of a participant, who is actively employed by Abbott as a corporate officer,
exceeds $100,000, then payment of such present value shall be made, at the
direction of the participant, by either of the following methods: (a) current
payment in cash directly to the participant, or (b) current payment of a portion
of such present value (determined as of that December 31) in cash for the
participant directly to a Grantor Trust established by the participant, and
current payment of the balance of such present value in cash directly to the
participant, provided that the payment made directly to the participant shall
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approximate the aggregate federal, state and local individual income taxes
attributable to the amount paid pursuant to this subparagraph 8-1(b) (as
determined pursuant to the tax rates set forth the in subsection 8-14).
8-2. If the present value of a participant's supplemental pension has been
paid to the participant (including amounts paid to the participant's Grantor
Trust) pursuant to subsection 8-1 (either as in effect prior to June 1, 1996
that applied to any participant with a supplemental pension with a present value
in excess of $100,000 or as currently in effect that requires the participant to
have a supplemental pension with a present value in excess of $100,000 and to be
a corporate officer), then as of each subsequent December 31, such participant
shall be entitled to a payment in an amount equal to: (i) the present value (as
of that December 31) of the participant's supplemental pension described in
Section 2, 3, 4, 5 and 6, less (ii) the current value (as of that December 31)
of the payments previously made to the participant under subsections 8-1 and
8-2. Payments under this subsection 8-2 shall be made, at the direction of the
participant, by either of the following methods: (a) current payment in cash
directly to the participant, or (b) current payment of a portion of such amount
in cash for the participant directly to the Grantor Trust established by the
participant; and current payment of the balance of such amount in cash directly
to the participant, provided that the payment made directly to the participant
shall approximate the aggregate federal, state and local individual income
taxes attributable to the amount paid pursuant to this subparagraph 8-2(b) (as
determined pursuant to the tax rates set forth in subsection 8-14). No payments
shall be made under this subsection 8-2 as of any December 31 after the calendar
year in which the participant retires or otherwise terminates employment with
Abbott.
8-3. Present values for the purposes of subsections 8-1, 8-2, 8-4 and 8-5
shall be determined using reasonable actuarial assumptions specified for this
purpose by Abbott and consistently applied. The "current value" of the payments
previously made to a participant under subsections 8-1 and 8-2 means the
aggregate amount of such payments, with interest thereon (at the rate specified
for this purpose by Abbott). For purposes of subsections 8-4 and 8-5, "Projected
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Taxes" with respect to any payment of supplemental pension benefits under
subsections 8-1 or 8-2, shall mean the taxes which Abbott projects will be
incurred by the participant on the income earned (i) on the payment (net of
taxes) that is made pursuant to subsections 8-1 or 8-2, (ii) on the
corresponding payment(s) for Projected Taxes that are made pursuant to
subsection 8-4 and, if applicable 8-5 and (iii) on the accumulated income earned
on any of the payments covered by parts (i) and (ii) hereof, during the life of
such participant's Grantor Trust (or during the period that such Grantor Trust
would have been in existence if the participant had elected to receive all of
the payments under subsections 8-1 and 8-2 in cash). In calculating such
Projected Taxes, Abbott shall use the aggregate of the current federal, state
and local tax rates specified by subsection 8-14.
8-4. Effective as of December 31, 1995, or any subsequent December 31,
as a result of any payment made to a Qualified Participant for any calendar
year pursuant to subsection 8-1 or 8-2, Abbott shall also make a
corresponding payment to such Qualified Participant in the amount of the
present value of the Projected Taxes. A "Qualified Participant" is either (i)
a participant who as of December 31, 1995 was actively employed by Abbott and
who had previously received, or as of such date was qualified to receive, a
payment under subsection 8-1; or (ii) a participant who as of any subsequent
December 31 qualifies to receive a payment pursuant to subsection 8-1. The
payment for Projected Taxes under this subsection 8-4 shall be made to the
Qualified Participant in the identical manner that the payment under
subsection 8-1 or 8-2 was made. For example, (a) if the Qualified Participant
elected to receive the payment under subsection 8-1 directly in cash, then
Abbott shall also pay the present value of the Projected Taxes on such
payment in cash directly to the Qualified Participant, and (b) if the
Qualified Participant elected to receive the payment under subsection 8-1
into a Grantor Trust established by the Qualified Participant, the Abbott
shall pay the present value of the Projected Taxes on such payment as
follows: current payment of a portion of such present value (determined as of
that December 31) in cash for such Qualified Participant directly to a
Grantor Trust established by such participant, and current payment of the
balance of such present value in cash directly to such Qualified Participant,
provided that the payment made directly to such
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participant shall approximate the aggregate federal, state and local individual
income taxes attributable to the amount paid pursuant to this subparagraph
8-4(b) (as described pursuant to the tax rates set forth in subsection 8-14). No
payments shall be made under this subsection 8-4 as of any December 31 after the
calendar year in which the participant retires or otherwise terminates
employment with Abbott.
8-5. In the event that Abbott has made any payment for projected Taxes
under subsection 8-4 in cash directly to the Qualified Participant and there is
a subsequent increase in the tax rates for such Qualified Participant, Abbott
shall make a further cash payment to such Qualified Participant in the amount of
(a) the present value of the Projected Taxes on the payments that were made
under subsections 8-1 and 8-2 in cash directly to such Qualified Participant
using the actual tax rates for previous years and new tax rates (determined in
accordance with subsection 8-14) for the current and subsequent years, less (b)
the amount that would have been in the Qualified Participant's Tax Payment
Account with respect to the payments made under subsections 8-1 and 8-2 in cash
directly to the Participant, if such payments had instead been made to the
Qualified Participant's Grantor Trust. Such amount shall be paid by Abbott
directly to the Qualified Participant in cash. In the event that Abbott has made
any payment for Projected Taxes under subsection 8-4 to the Qualified
Participant's Grantor Trust, then Abbott shall as of December 31 of each year,
make a further payment to the Qualified Participant in the amount of (a) the
present value (as of that December 31) of the Projected Taxes on the payments
that were made under subsections 8-1 and 8-2 into the Qualified Participant's
Grantor Trust less (b) the balance of such Qualified Participant's Tax Payment
Account (as described in subsection 8-8). Such payment shall be paid by Abbott
as follows: the current payment of a portion of such amount in cash directly to
the Qualified Participant's Grantor Trust and the current payment of the balance
of such amount in cash directly to such Qualified Participant; provided, that
the payments made directly to such Qualified Participant shall approximate the
aggregate federal, state and local individual income taxes attributable to the
amount paid pursuant to this subsection 8-5. No payments shall be made under
this subsection 8-5
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for any year following the participant's death. In the event that the
calculation required by this subsection 8-5 for a Grantor Trust demonstrates
that there has been an overpayment of projected taxes, such overpayment shall be
held within the Grantor Trust in an Excess Tax Account and may be used by Abbott
as a credit against any payments due hereunder or as specified in subsection
8-12.
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8-6. For each Qualified Participant whose Grantor Trust has received a
payment pursuant to subsection 8-4, Abbott, as the administrator of such Grantor
Trust, shall direct the trustee to distribute to the participant from the income
of such Grantor Trust, a sum of money sufficient to pay the taxes on trust
earnings for such year. The taxes shall be calculated by multiplying the income
of the Grantor Trust by the aggregate of the federal, state, and local tax rates
(determined in accordance with subsection 8-14).
8-7. A participant shall be deemed to have irrevocably waived and shall be
foreclosed from any right to receive any supplemental pension benefits on that
portion of the supplemental pension that the participant elects to be paid in
cash under subsection 8-1 or 8-2. A participant, who has elected to receive a
payment under subsection 8-1 or 8-2 to a Grantor Trust, must establish such
trust in a form which Abbott determines to be substantially similar to the trust
attached to this Supplemental Plan as Exhibit A. If a participant fails to make
an election under subsection 8-1 or 8-2, or if a participant makes an election
under subsection 8-1 or 8-2 to receive payment in a Grantor Trust but fails to
establish a Grantor Trust, then payment shall be made in cash directly to the
participant. Each payment required under subsections 8-1, 8-2, 8-4 and 8-5 shall
be made as soon as practicable after the amount thereof can be ascertained by
Abbott, but in no event later than the last day of the calendar year following
the December 31 as of which such payment becomes due.
8-8. Abbott will establish and maintain a separate Supplemental Pension
Account in the name of each participant, a separate After-Tax Supplemental
Pension Account in the name of each participant, and a separate Tax Payment
Account in the name of each participant. The Supplemental Pension Account shall
reflect any amounts: (i) paid to a participant (including amount paid to a
participant's Grantor Trust) pursuant to subsections 8-1 and 8-2; (ii) credited
to such Account pursuant to subsection 8-9; and (iii) disbursed to a participant
for supplemental pension benefits (or which would have been disbursed to a
participant if the participant had not elected to receive a cash disbursement
pursuant to subsections 8-1 and 8-2). The After-Tax Supplemental Pension Account
shall also reflect such amounts but shall be maintained on an after-tax basis.
The Tax Payment
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Account shall reflect any amounts (i) paid to a Qualified Participant (net of
taxes) pursuant to subsections 8-4 and 8-5 and (ii) disbursed to a participant
for the payment of taxes pursuant to subsection 8-6. The accounts established
pursuant to this subsection 8-8 are for the convenience of the administration of
the Plan and no trust relationship with respect to such accounts is intended or
should be implied.
8-9. As of the end of each calendar year, a participant's Supplemental
Pension Account shall be credited with interest calculated at a reasonable rate
of interest specified for this purpose by Abbott and consistently applied. Any
amounts so credited shall be referred to as a participant's "Interest Accrual".
The calculation of the Interest Accrual shall be based on the balance of the
payments made pursuant to subsection 8-1 and 8-2 and any Interest Accrual
thereon from previous years. As of the end of each calendar year a participant's
After-Tax Supplemental Pension Account shall be credited with interest which
shall be referred to as the After-Tax Interest Accrual. The "After-Tax Interest
Accrual" shall be an amount equal to (a) the Interest Accrual credit to the
participant's Supplemental Pension Account for such year less (b) the product of
(i) the amount of such Interest Accrual multiplied by (ii) the aggregate of the
federal, state and local income tax rates (determined in accordance with
subsection 8-14). The Excess Interest Account shall be the
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cumulative amount, if any, by which the net income earned by the Grantor Trust
on the payments made pursuant to Sections 8-1, 8-2, 8-4, 8-5 and 8-10 (and
interest earned thereon) for all years that the Grantor Trust has been in
existence exceeds the After-Tax Interest Accrual for such years.
8-10. In addition to any payment made to a participant for any calendar
year pursuant to subsections 8-1, 8-2, 8-4 and 8-5, Abbott shall also make a
payment to a participant's Grantor Trust (a "Guaranteed Rate Payment"), for any
year in which the net income of such trust does not equal or exceed the
participant's After-Tax Interest Accrual for that year. The Guaranteed Rate
Payment shall equal the difference between the participant's After-Tax Interest
Accrual and such net income of the participant's Grantor Trust for the year, and
shall be paid within 180 days of the end of that year. Any funds in a
participant's Excess Interest Account may be used by Abbott as a credit against
any Guaranteed Rate Payment due to the participant under this subsection 8-10 or
as specified in subsection 8-12. No payments shall be made under this subsection
8-10 for any year following the year of the participant's death.
8-11. If at any time after a participant's retirement or other termination
of employment with Abbott, there is no longer a balance in his or her Grantor
Trust, then such participant (or his or her surviving spouse if such spouse is
entitled to periodic payments from the Grantor Trust) shall be entitled to a
"Continuation Payment" under this subsection 8-11. The amount of the
Continuation Payment shall be equal to the amount of the supplemental pension
that would have been payable to the participant (or surviving spouse) had no
payments been made to or for the participant's Grantor Trust under subsections
8-1 and 8-2. Continuation Payments shall be made monthly, beginning with the
month in which there is no longer a sufficient balance in the participant's
Grantor Trust and ending with the month of the participant's (or surviving
spouse's) death. Payments under this subsection 8-11 shall be made by the
employers (in such proportions as Abbott shall designate) directly from their
general corporate assets. Appropriate adjustments to the Continuation Payments
shall be made in the event distributions have been made from a participant's
Grantor Trust for reasons other than benefit payments to the participant or
surviving spouse.
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8-12. To the extent that Abbott is obligated to make a payment to a
participant under subsections 8-1, 8-2, 8-4, 8-5 or 8-10, Abbott shall have
the right to offset such payment with any funds in the participant's Excess
Interest Account or Excess Tax Account. In addition, any funds in a
participant's Excess Tax Account may be used by Abbott as a credit against
any future Guaranteed Rate Payment due to the participant under subsection
8-10.
8-13. For participants who are not Qualified Participants that received any
payment pursuant to subsection 8-4, in addition to the payments provided under
subsections 8-1 and 8-2, each participant shall also be entitled to a Tax Gross
Up payment for each year there is a balance in his or her Supplemental Pension
Account. The "Tax Gross Up" shall approximate: (a) the product of (i) the
participant's After-Tax Interest Accrual for the year (calculated using the
greater of the rate of return of the Grantor Trusts or the rate specified in
subsection 8-9), multiplied by (ii) the aggregate of the federal, state and
local tax rates (determined in accordance with subsection 8-14) plus (b) an
amount equal to the product of (i) any payment made pursuant to this subsection
8-13, multiplied by (ii) the aggregate tax rate determined under subparagraph
8-13(a)(ii) above, such that the participant is fully compensated for taxes on
payments made hereunder. Payment of the Tax Gross Up shall be made by the
employers (in such proportions as Abbott shall designate) directly from their
general corporate assets. The Tax Gross Up for a year shall be paid to the
participant as soon as practicable after the amount of the Tax Gross Up can be
ascertained by Abbott, but in no event later than the last day of the calendar
year following the calendar year to which the Tax Gross Up relates. No payments
shall be made under this subsection 8-13 for any year following the year of the
participant's death.
8-14. For purposes of this Supplemental Plan, a participant's federal
income tax rate shall be deemed to be the highest marginal rate of federal
individual income tax in effect in the calendar year in which a calculation
under this Supplemental Plan is to be made, and state and local tax rates shall
be deemed to be the highest marginal rates of individual income tax in effect in
the state and locality of the participant's residence in the calendar year for
which such a calculation is to be made,
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net of any federal tax benefits.
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SUPPLEMENTAL BENEFIT
GRANTOR TRUST
THIS AGREEMENT, made this _____ day of __________________, 19__, by and
between _____________________, (the "grantor"), and The Northern Trust Company,
located at Chicago, Illinois, as trustee (the "trustee"),
WITNESSETH THAT:
WHEREAS, the grantor desires to establish and maintain a trust to hold
certain benefits received by the grantor under the Abbott Laboratories
Supplemental Pension Plan, as it may be amended from time to time.
NOW, THEREFORE, IT IS AGREED as follows:
ARTICLE I
INTRODUCTION
I-1. NAME. This agreement and the trust hereby evidenced (the "trust")
may be referred to as the "____________________ Supplemental Benefit Grantor
Trust."
I-2. THE TRUST FUND. The "trust fund" as at any date means all property
then held by the trustee under this agreement.
I-3. STATUS OF THE TRUST. The trust shall be irrevocable. The trust is
intended to constitute a grantor trust under Sections 671-678 of the Internal
Revenue Code, as amended, and shall be construed accordingly.
I-4. THE ADMINISTRATOR. Abbott Laboratories ("Abbott") shall act as the
"administrator" of the trust, and as such shall have certain powers, rights and
duties under this agreement as described below. Abbott will certify to the
trustee from time to time the person or persons authorized to act on behalf of
Abbott as the administrator. The trustee may rely on the latest certificate
received without further inquiry or verification.
I-5. ACCEPTANCE. The trustee accepts the duties and obligations of the
"trustee" hereunder, agrees to accept funds delivered to it by the grantor or
the administrator, and agrees to hold such funds (and any proceeds from the
investment of such funds) in trust in accordance with this agreement.
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ARTICLE II
DISTRIBUTION OF THE TRUST FUND
II-1. SUPPLEMENTAL PENSION ACCOUNT. The administrator shall maintain a
"supplemental pension account" under the trust. As of the end of each calendar
year, the administrator shall charge the account with all distributions made
from the account during that year; and credit the account with its share of
trust income and realized gains and charge the account with its share of trust
expenses and realized losses for the year.
II-2. DISTRIBUTIONS PRIOR TO THE GRANTOR'S DEATH. Principal and
accumulated income shall not be distributed from the trust prior to the
grantor's retirement or other termination of employment with Abbott or a
subsidiary of Abbott (the grantor's "settlement date"); provided that, each year
the administrator may direct the trustee to distribute to the grantor a portion
of the income of the trust fund for that year, with the balance of such income
to be accumulated in the trust. The administrator shall inform the trustee of
the grantor's settlement date. Thereafter, the trustee shall distribute the
amounts from time to time credited to the supplemental pension account to the
grantor, if then living, in the same manner, at the same time and over the same
period as the pension payable to the grantor under Abbott Laboratories Annuity
Retirement Plan.
II-3. DISTRIBUTIONS AFTER THE GRANTOR'S DEATH. The grantor, from time to
time may name any person or persons (who may be named contingently or
successively and who may be natural persons or fiduciaries) to whom the
principal of the trust fund and all accrued or undistributed income thereof
shall be distributed upon the grantor's death. The grantor may direct that such
amounts be distributed in a lump sum or, if the beneficiary is the grantor's
spouse (or a trust [a "Trust"] for which the grantor's spouse is the sole income
beneficiary), in the same manner, at the same time and over the same period as
the pension payable to the grantor's surviving spouse under the Abbott
Laboratories Annuity Retirement Plan. If the grantor directs the same method of
distribution as the pension payable to the surviving spouse under the Abbott
Laboratories Annuity Retirement Plan to the spouse as beneficiary, any amounts
remaining at the death of the spouse beneficiary shall be distributed in a lump
sum to the executor or administrator of the spouse beneficiary's estate. If the
grantor directs the same method of distribution as the pension payable to the
surviving spouse under the Abbott Laboratories Annuity Retirement Plan to a
Trust for which the grantor's spouse is the sole income beneficiary, any amounts
remaining at the death of the spouse shall be distributed in a lump sum to such
Trust. Despite the foregoing, if (i) the beneficiary is a Trust for which the
grantor's spouse is the sole income beneficiary, (ii) payments are being made
pursuant to this paragraph II-3 other than in a lump sum and (iii) income earned
by the trust fund for the year exceeds the amount of the annual installment
payment, then such Trust may elect to withdraw such excess income by written
notice to the trustee. Each designation shall revoke all prior designations,
shall be in writing and shall be effective only when filed by the grantor with
the administrator during the grantor's lifetime. If the grantor fails to direct
a method of distribution, the distribution shall be made in a lump sum. If the
grantor fails to designate a beneficiary as provided above, then on the
grantor's death, the trustee shall distribute the balance of the trust fund in a
lump sum to the executor or administrator of the grantor's estate."
II-4. FACILITY OF PAYMENT. When a person entitled to a distribution
hereunder is under legal
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disability, or, in the trustee's opinion, is in any way incapacitated so as to
be unable to manage his or her financial affairs, the trustee may make such
distribution to such person's legal representative, or to a relative or friend
of such person for such person's benefit. Any distribution made in accordance
with the preceding sentence shall be a full and complete discharge of any
liability for such distribution hereunder.
II-5. PERPETUITIES. Notwithstanding any other provisions of this
agreement, on the day next preceding the end of 21 years after the death of the
last to die of the grantor and the grantor's descendants living on the date of
this instrument, the trustee shall immediately distribute any remaining balance
in the trust to the beneficiaries then entitled to distributions hereunder.
ARTICLE III
MANAGEMENT OF THE TRUST FUND
III-1. GENERAL POWERS. The trustee shall, with respect to the trust fund,
have the following powers, rights and duties in addition to those provided
elsewhere in this agreement or by law:
(a) Subject to the limitations of subparagraph (b) next below, to sell,
contract to sell, purchase, grant or exercise options to purchase,
and otherwise deal with all assets of the trust fund, in such way,
for such considerations, and on such terms and conditions as the
trustee decides.
(b) To invest and reinvest the trust fund, without distinction between
principal and income, in obligations of the United States Government
and its agencies or which are backed by the full faith and credit of
the United States Government and in any mutual funds, common trust
funds or collective investment funds which invest solely in such
obligations, provided that to the extent practicable no more than
Ten Thousand Dollars ($10,000) shall be invested in such mutual
funds, common trust funds or collective investment funds at any
time; and any such investment made or retained by the trustee in
good faith shall be proper despite any resulting risk or lack of
diversification or marketability.
(c) To deposit cash in any depositary (including the banking department
of the bank acting as trustee) without liability for interest, in
amounts not in excess of those reasonably necessary to make
distributions from the trust.
(d) To borrow from anyone, with the administrator's approval, such sum
or sum from time to time as the trustee considers desirable to carry
out this trust, and to mortgage or pledge all or part of the trust
fund as security.
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(e) To retain any funds or property subject to any dispute without
liability for interest and to decline to make payment or delivery
thereof until final adjudication by a court of competent
jurisdiction or until an appropriate release is obtained.
(f) To begin, maintain or defend any litigation necessary in connection
with the administration of this trust, except that the trustee shall
not be obliged or required to do so unless indemnified to the
trustee's satisfaction.
(g) To compromise, contest, settle or abandon claims or demands.
(h) To give proxies to vote stocks and other voting securities, to join
in or oppose (alone or jointly with others) voting trusts, mergers,
consolidations, foreclosures, reorganizations, liquidations, or
other changes in the financial structure of any corporation, and to
exercise or sell stock subscription or conversion rights.
(i) To hold securities or other property in the name of a nominee, in a
depositary, or in any other way, with or without disclosing the
trust relationship.
(j) To divide or distribute the trust fund in undivided interests or
wholly or partly in kind.
(k) To pay any tax imposed on or with respect to the trust; to defer
making payment of any such tax if it is indemnified to its
satisfaction in the premises; and to require before making any
payment such release or other document from any lawful taxing
authority and such indemnity from the intended payee as the trustee
considers necessary for its protection.
(l) To deal without restriction with the legal representative of the
grantor's estate or the trustee or other legal representative of any
trust created by the grantor or a trust or estate in which a
beneficiary has an interest, even though the trustee, individually,
shall be acting in such other capacity, without liability for any
loss that may result.
(m) Upon the prior written consent of the administrator, to appoint or
remove by written instrument any bank or corporation qualified to
act as successor trustee, wherever located, as special trustee as to
part or all of the trust fund, including property as to which the
trustee does not act, and such special trustee, except as
specifically limited or provided by this or the appointing
instrument, shall have all of the rights, titles, powers, duties,
discretions and immunities of the trustee, without liability for any
action taken or omitted to be taken under this or the appointing
instrument.
(n) To appoint or remove by written instrument any bank, wherever
located, as custodian of part or all of the trust fund, and each
such custodian shall have such rights, powers, duties and
discretions as are delegated to it by the trustee.
(o) To employ agents, attorneys, accountants or other persons, and to
delegate to them
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such powers as the trustee considers desirable, and the trustee
shall be protected in acting or refraining from acting on the advice
of persons so employed without court action.
(p) To perform any and all other acts which in the trustee's judgment
are appropriate for the proper management, investment and
distribution of the trust fund.
III-2. PRINCIPAL AND INCOME. Any income earned on the trust fund which is
not distributed as provided in Article II shall be accumulated and from time to
time added to the principal of the trust. The grantor's interest in the trust
shall include all assets or other property held by the trustee hereunder,
including principal and accumulated income.
III-3. STATEMENTS. The trustee shall prepare and deliver monthly to the
administrator and annually to the grantor, if then living, otherwise to each
beneficiary then entitled to distributions under this agreement, a statement (or
series of statements) setting forth (or which taken together set forth) all
investments, receipts, disbursements and other transactions effected by the
trustee during the reporting period; and showing the trust fund and the value
thereof at the end of such period.
III-4. COMPENSATION AND EXPENSES. All reasonable costs, charges and
expenses incurred in the administration of this trust, including compensation to
the trustee, any compensation to agents, attorneys, accountants and other
persons employed by the trustee, and expenses incurred in connection with the
sale, investment and reinvestment of the trust fund shall be paid from the trust
fund.
ARTICLE IV
GENERAL PROVISIONS
IV-1. INTERESTS NOT TRANSFERABLE. The interests of the grantor or other
persons entitled to distributions hereunder are not subject to their debts or
other obligations and may not be voluntarily or involuntarily sold, transferred,
alienated, assigned or encumbered.
IV-2. DISAGREEMENTS AS TO ACTS. If there is a disagreement between the
trustee and anyone as to any act or transaction reported in any accounting, the
trustee shall have the right to a settlement of its account by any court.
IV-3. TRUSTEE'S OBLIGATIONS. No power, duty or responsibility is imposed
on the trustee except as set forth in this agreement. The trustee is not obliged
to determine whether funds delivered to or distributions from the trust are
proper under the trust, or whether any tax is due to payable as a result of any
such delivery or distribution. The trustee shall be protected in making any
distribution from the trust as directed pursuant to Article II without inquiring
as to whether the distributee is
25
entitled thereto; the trustee shall not be liable for any distribution made in
good faith without written notice or knowledge that the distribution is not
proper under the terms of this agreement; and the trustee shall not be liable
for any action taken because of the specific direction of the administrator.
IV-4. GOOD FAITH ACTIONS. The trustee's exercise or non-exercise of its
powers and discretions in good faith shall be conclusive on all persons. No one
shall be obliged to see to the application of any money paid or property
delivered to the trustee. The certificate of the trustee that it is acting
according to this agreement will fully protect all persons dealing with the
trustee.
IV-5. WAIVER OF NOTICE. Any notice required under this agreement may be
waived by the person entitled to such notice.
IV-6. CONTROLLING LAW. The laws of the State of Illinois shall govern the
interpretation and validity of the provisions of this agreement and all
questions relating to the management, administration, investment and
distribution of the trust hereby created.
IV-7. SUCCESSORS. This agreement shall be binding on all persons entitled
to distributions hereunder and their respective heirs and legal representatives,
and on the trustee and its successors.
ARTICLE V
CHANGES IN TRUSTEE
V-1. RESIGNATION OR REMOVAL OF TRUSTEE. The trustee may resign at any
time by giving thirty days' advance notice to the administrator and the grantor.
The administrator may remove a trustee by written notice to the trustee and the
grantor.
V-2. APPOINTMENT OF SUCCESSOR TRUSTEE. The administrator shall fill any
vacancy in the office of trustee as soon as practicable by written notice to the
successor trustee; and shall give prompt written notice thereof to the grantor,
if then living, otherwise to each beneficiary then entitled to payments or
distributions under this agreement. A successor trustee shall be a bank (as
defined in Section 581 of the Internal Revenue Code, as amended).
V-3. DUTIES OF RESIGNING OR REMOVED TRUSTEE AND OF SUCCESSOR TRUSTEE. A
trustee that resigns or is removed shall furnish promptly to the administrator
and the successor trustee an account of its administration of the trust from the
date of its last account. Each successor trustee shall succeed to the title to
the trust fund vested in its predecessor without the signing or filing of any
instrument, but each predecessor trustee shall execute all documents and do all
acts necessary to vest such title of record in the successor trustee. Each
successor trustee shall have all the powers conferred by this agreement as if
originally named trustee. No successor trustee shall be personally liable for
any act or failure to act of a predecessor trustee. With the approval of the
administrator, a successor trustee may accept the account furnished and the
property delivered by a predecessor trustee without incurring any liability for
so doing, and such acceptance will be complete discharge to the predecessor
trustee.
ARTICLE VI
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AMENDMENT AND TERMINATION
VI-1. AMENDMENT. With the consent of the administrator, this trust may be
amended from time to time by the grantor, if then living, otherwise by a
majority of the beneficiaries then entitled to payments or distributions
hereunder, except as follows:
(a) The duties and liabilities of the trustee cannot be changed
substantially without its consent.
(b) This trust may be amended so as to make the trust revocable.
VI-2. TERMINATION. This trust shall not terminate, and all rights, titles,
powers, duties, discretions and immunities imposed on or reserved to the
trustee, the administrator, the grantor and the beneficiaries shall continue in
effect, until all assets of the trust have been distributed by the trustee as
provided in Article II.
* * *
IN WITNESS WHEREOF, the grantor and the trustee have executed this
agreement as of the day and year first above written.
-------------------------------------
Grantor
The Northern Trust Company, as Trustee
By
---------------------------------
Its
---------------------------------
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