Exhibit 10.44
SIXTH AMENDMENT
TO THE
XXXXXX SCIENTIFIC INTERNATIONAL INC.
RETIREMENT PLAN
WHEREAS, Xxxxxx Scientific International Inc. (the "Company") has entered
into the Asset Purchase Agreement dated as of October 16, 2003 among Pfizer Inc.
, Pharmacia & Upjohn Company and Xxxxxx Clinical Services, Inc. (the
"Agreement"); and
WHEREAS, the Xxxxxx Scientific International Inc. Administrative and
Investment Committee (the "Committee") has the authority pursuant to Section
10.1 of the Xxxxxx Scientific International Inc. Retirement Plan to credit
certain employees with eligibility and vesting service based upon their service
with a prior employer; and
WHEREAS, the Agreement specifies and the Committee desires the grant of
such services to former employees of Pharmacia & Upjohn Company (and its
affiliates) who are engaged in the clinical drug supply packaging and warehouse
business located at Kensington Center in Mount Prospect, Illinois (the "Mount
Prospect Employees") who are employed by Xxxxxx Clinical Services, Inc. as of
November 30, 2003 (the Closing Date - as defined in the Agreement);
NOW, THEREFORE, be it resolved as follows:
RESOLVED, Schedule D to the Plan is amended by the addition of a new
section at the end thereof to read as follows:
"8. Mount Prospect Employees.
With respect to each employee of the clinical drug supply packaging
and warehouse business located at Kensington Center in Mount Prospect, Illinois
(the "Mount Prospect Employees") who became an Employee of Xxxxxx Clinical
Services, Inc. in connection with the consummation of the transactions
contemplated by the Asset Purchase Agreement dated as of October 16, 2003 among
Pfizer Inc. , Pharmacia & Upjohn Company and Xxxxxx Clinical Services, Inc. (the
"Agreement"), such employee's service for purposes of determining the Employee's
eligibility to participate in the Plan and vesting service under the Plan shall
be determined under the applicable provisions hereof as if his period of
employment with Pharmacia & Upjohn Company (and its affiliates) was a period of
employment with the Company. The Eligibility Service requirement of Section 2.1
shall not apply to any Mount Prospect Employee who is employed on November 30,
2003.
RESOLVED, FINALLY, that all other provisions of the Plan shall remain in
full force and effect.
IN WITNESS WHEREOF, the Xxxxxx Scientific International Inc. Retirement
Plan is amended this 2nd day of December, 2003.
ADMINISTRATIVE AND INVESTMENT
COMMITTEE
/s/ Xxxx X. Xxxxxxx
_____________________________
Xxxx X. Xxxxxxx
/s/ Xxxx X. XxXxxxx
_____________________________
Xxxx X. XxXxxxx
