Exhibit 10.22
AGREEMENT REGARDING RETIREMENT BENEFITS
OF XXXXXX XXXXXXX
WHEREAS, Xxxxxx Xxxxxxx ("Executive") has been
employed by Xxxxxxx Instruments, Inc. ("Company") since
August 5, 1986, and was previously employed by SmithKline
Xxxxxxx or a subsidiary, and
WHEREAS, certain service of Executive was
performed in Switzerland; and
WHEREAS, the Executive and the Company wish to
formalize an agreement made at the inception of Executive's
Xxxxxxx employment providing for a retirement benefit that
recognizes Executive's service with SmithKline Xxxxxxx and
adjusts for any loss of Social Security as a result of his
SmithKline Xxxxxxx service in Switzerland;
NOW, THEREFORE, this Agreement between the Company
and the Executive ("Agreement") is hereby adopted this 16th
of June, 1995.
1. Supplemental Pension Plan Benefit. Executive and
Company agree that Executive's retirement benefit under the
Xxxxxxx Instruments, Inc. Supplemental Pension Plan
("Supplemental Plan") shall be the sum of (a) and (b), less
(c) below:
(a) The difference between the Executive's benefit
under the Xxxxxxx Instruments, Inc. Pension Plan ("Pension
Plan") and the benefit that would have been payable under
the Pension Plan had Executive's SmithKline Xxxxxxx
employment from April 1, 1971, until February 29, 1984 been
included as Benefit Service (as defined in the Pension
Plan);
(b) The benefit, if any, payable from the Supplemental
Plan as a result of application of Sections 404(a)17 and 415
of the Code;
(c) The U.S. dollar equivalent of 16,837 Swiss francs
per year. The conversion of Swiss francs to U.S. dollars
shall be made at the exchange rate in effect at the time
Executive commences to receive benefits from the
Supplemental Plan. The exchange rate shall be determined
according to Appendix II of the Pension Plan.
2. Social Security Supplement. The "Social Security
Supplement" described below shall be provided to Executive
as an additional benefit under the Supplemental Plan. The
Social Security Supplement shall be determined as follows:
(a) The Company shall calculate the United States
Social Security benefit payable to Executive upon his
retirement, or, if later, upon the earliest age at which
Executive may commence to receive payments under the United
States Social Security program. The result shall be the
"actual Social Security benefit." The Company shall
calculate the Social Security benefit to which the Executive
would have been entitled (as of the same commencement date)
had he performed all of the service referred to in paragraph
1(a) in the United States. The result shall be the
"hypothetical Social Security benefit."
(b) The Company shall calculate Executive's actual
benefits under any Swiss programs providing benefits similar
to United States Social Security benefits. The result shall
be the "actual Swiss benefit." The Company shall calculate
the benefit Executive would have been entitled to under any
Swiss program providing benefits similar to Social Security
if the employee had performed all of the service referred to
in paragraph 1 in Switzerland. The result shall be the
"hypothetical Swiss benefit." The Company shall, using the
exchange rate method described in Appendix II of the Pension
Plan, convert the actual Swiss benefit and the hypothetical
Swiss benefit to U.S. dollars. If the actual Swiss benefit
and the hypothetical Swiss benefit commence at a different
date than the actual Social Security benefit and the
hypothetical Social Security benefit, the Company shall
calculate the actuarial equivalent of the hypothetical Swiss
benefit and the actual Swiss benefit, based upon the
commencement date of the actual Social Security benefit and
the hypothetical Social Security benefit. The result of the
conversion and calculation described above is the "adjusted
actual Swiss benefit" and the "adjusted hypothetical Swiss
benefit."
(c) The Company shall deduct from the greater of the
hypothetical Social Security benefit and the adjusted
hypothetical Swiss benefit the sum of the actual Social
Security benefit and the adjusted actual Swiss benefit. To
the extent the result of such calculation is a positive
number (i.e., the greater of the hypothetical Social
Security benefit and the adjusted hypothetical Swiss benefit
exceeds the sum of the actual Social Security benefit and
the adjusted actual Swiss benefit) then such remaining
amount shall be the Social Security Supplement. Such amount
shall be paid as an additional retirement benefit under the
Supplemental Plan. The Social Security Supplement shall be
paid as a fixed monthly benefit at the time the actual
Social Security benefit commences.
3. Other Supplemental Plan and Pension Plan
Provisions. It is understood that, except as specifically
set forth in this Agreement, the benefit of the Executive
under the Supplemental Plan shall be calculated and paid
according to the generally applicable terms of the
Supplemental Plan. Accordingly, the Executive's benefit,
calculated as set forth herein, will be subject to the
Supplemental Plan's provisions for cash lump sum
distributions. In the event Executive's combined benefit,
if applicable, exceeds the Supplemental Plan limit for lump
sum distributions, such combined benefit will be payable in
the same form of payment and at the same time as Executive
elects for his Pension Plan benefit. Furthermore, any death
benefits shall be paid under the terms of the Supplemental
Plan and the Pension Plan based upon the Executive's benefit
calculated as set forth herein. Furthermore, it is
understood that the benefit of the Executive under the
Pension Plan shall be calculated according to the generally
applicable terms of the Pension Plan.
4. This Agreement shall be considered an exhibit to
the Supplemental Plan and shall constitute an official plan
document for the Supplemental Plan.
5. This Agreement shall be construed in accordance
with applicable federal law, and to the extent that state
law is not preempted by federal law, according to the laws
of the State of California.
6. This Agreement shall not modify any of the terms
and conditions of Executive's employment except as
explicitly set forth herein.
This Agreement is entered into this 16th day of
June, 1995.
EXECUTIVE
By XXXXXX XXXXXXX
Xxxxxx Xxxxxxx
COMPANY
XXXXXXX INSTRUMENTS, INC.
By XXXXXXX X. XXXXX
Its V.P. Human Resources
