Exhibit 10.56
EIGHTH AMENDMENT
TO THE
XXXXXX SCIENTIFIC INTERNATIONAL INC.
SAVINGS AND PROFIT SHARING 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 Sections
11.1 and 11.5 of the Xxxxxx Scientific International Inc. Savings and Profit
Sharing Plan (the "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); and
WHEREAS, the Agreement specifies and the Committee desires the
contribution of an additional 8.5% of pay (as defined herein) to the accounts of
the Mount Prospect Employees for each of the next two plan years (2004 and
2005); and
WHEREAS, the Agreement specifies and the Committee desires to permit the
merger of a spinoff of the account balances of the Mount Prospect Employees from
the Pharmacia Savings Plan with and into the Plan after the Closing Date and the
preservation of certain protected benefits, rights and features of the Pharmacia
Savings Plan with respect to such account balances as reflected in Schedule L to
the Plan;
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:
"7. 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.
In addition, Mount Prospect Employees shall be entitled to an additional
annual contribution of 8.5% of Pay (defined as "base pay plus overtime, shift
differentials, premium pay, commissions, bonuses or incentive pay, and shall
exclude retention and retention/performance allowances") for each of the 2004
and 2005 Plan Years provided such employees are employed on the last day of the
Plan Year. Such contribution shall be in the form of a Discretionary
Contribution allocated to Mount Prospect Employees and based on Pay earned
during the applicable Plan Year."
RESOLVED, FURTHER, that the Committee desires to amend the Plan to comply
with the requirements of Section 401(a)(9) of the Internal Revenue Code of 1986,
as amended (the "Code") and the final and temporary regulations issued
thereunder and intends the provisions of the new Article 6A (attached hereto) as
good faith compliance with the requirements of the model plan amendment issued
in Rev. Proc. 2002-29 and the guidance issued thereunder.
RESOLVED, FINALLY, that all other provisions of the Plan shall remain in
full force and effect.
IN WITNESS WHEREOF, the Xxxxxx Scientific International Inc. Savings and
Profit Sharing 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
ARTICLE 6A.
REVISED MINIMUM REQUIRED DISTRIBUTIONS
6A.1. EFFECTIVE DATES. The provisions of this Article 6A. will apply for
purposes of determining the required minimum distributions for distributions on
or after January 1, 2003.
6A.2. DEFINITIONS. For purposes of this Article 6A., the following
definitions shall apply:
(A) DESIGNATED BENEFICIARY. The individual who is designated as
the beneficiary under Plan Section 1.11 and is the Designated
Beneficiary under Code Section 401(a)(9) and Section
1.401(a)(9)-1, Q&A-4 of the treasury regulations.
(B) DISTRIBUTION CALENDAR YEAR. A calendar year for which a
minimum distribution is required. For distributions beginning
before the Participant's death, the first Distribution
Calendar Year is the calendar year immediately preceding the
calendar year which contains the participant's Required
Beginning Date. For distributions beginning after the
Participant's death, the first Distribution Calendar Year is
the calendar year in which the distributions are required to
begin under Section 6A.3(b). The required minimum distribution
for the Participant's first Distribution Calendar Year will be
made on or before the Participant's Required Beginning Date.
The required minimum distribution for other Distribution
Calendar Years, including the required minimum distribution
for the Distribution Calendar Year in which the Participant's
Required Beginning Date occurs, will be made on or before
December 31 of that Distribution Calendar Year.
(C) LIFE EXPECTANCY. A beneficiary's life expectancy as computed
by use of the Single Life Table in Section 1.401(a)(9)-9 of
the treasury regulations.
(D) RMD ACCOUNT BALANCE. The account balance as of the last
valuation date in the calendar year immediately preceding the
Distribution Calendar Year (the "VALUATION CALENDAR YEAR")
increased by the amount of any contributions made and
allocated or forfeitures allocated to the account balance as
of dates in the Valuation Calendar Year after the valuation
date and decreased by distributions made in the Valuation
Calendar Year after the valuation date. The account balance
for the Valuation Calendar
Year includes any amounts rolled over or transferred to the
Plan either in the Valuation Calendar Year or in the
Distribution Calendar Year if distributed or transferred in
the Valuation Calendar Year.
(E) SPECIAL ELECTION. A provision of the Plan included in this
Article which supersedes the general presumptions set forth in
Code Section 401(a)(9) and the treasury regulations
thereunder. To the extent that this Article does not include
any provisions for Special Elections, the default provisions
of Code Section 401(a)(9), as set forth below shall apply.
6A.3. TIME AND MANNER OF DISTRIBUTION. Subject to any Special Election set
forth in this Article, the following rules shall apply:
(A) REQUIRED BEGINNING DATE. The Participant's entire interest
will be distributed, or begin to be distributed, to the
Participant no later than the April 1 of the calendar year
following the later the calendar year in which such
Participant attains age 70 1/2 or the calendar year in which
the Employee retires, in accordance with Code Section
401(a)(9).
(B) DEATH OF PARTICIPANT BEFORE DISTRIBUTIONS BEGIN. If the
Participant dies before distributions begin, the Participant's
entire interest will be distributed, or begin to be
distributed, no later than as follows:
(I) If the Participant's surviving spouse is the
Participant's sole Designated Beneficiary, then, except
as provided herein, distributions to the surviving
spouse will begin by December 31 of the calendar year
immediately following the calendar year in which the
Participant died, or by December 31 of the calendar year
in which the Participant would have attained age 70 1/2,
if later.
(II) If the Participant's surviving spouse is not the
Participant's sole Designated Beneficiary, then, except
as provided herein, distributions to the Designated
Beneficiary will begin by December 31 of the calendar
year immediately following the calendar year in which
the Participant died.
(iii) If there is no Designated Beneficiary as of September 30
of the year following the year of the Participant's
death, the Participant's entire interest will be
distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant's
death.
(IV) If the Participant's surviving spouse is the
Participant's sole
Designated Beneficiary and the surviving spouse dies
after the Participant but before distributions to the
surviving spouse begin, this Section 6A.3(b), other than
Section 6A.3(b)(i), will apply as if the surviving
spouse were the Participant.
For purposes of this Section 6A.3(b) and Section 6A.5., unless Section
6A.3(b)(iv) applies, distributions are considered to begin on the Participant's
Required Beginning Date. If Section 6A.3(b)(iv) applies, distributions are
considered to begin on the date distributions are required to begin to the
surviving spouse under Section 6A.3(b)(i). If distributions under an annuity
purchased from an insurance company irrevocably commence to the Participant
before the Participant's Required Beginning Date (or to the Participant's
surviving spouse before the date distributions are required to begin to the
surviving spouse under Section 6A.3(b)(i)), the date distributions are
considered to begin is the date distributions actually commence.
(C) FORMS OF DISTRIBUTION. Unless the Participant's interest is
distributed in the form of an annuity purchased from an
insurance company or in a single sum on or before the Required
Beginning Date, as of the first Distribution Calendar Year
distributions will be made in accordance with Sections 6A.04.
and 6A.05. of this Article 6A. If the Participant's interest
is distributed in the form of an annuity purchased from an
insurance company, distributions thereunder will be made in
accordance with Code Section 401(a)(9) and the treasury
regulations.
6A.4. REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME.
Subject to any Special Election set forth in this Article, the following rules
shall apply:
(A) AMOUNT OF REQUIRED MINIMUM DISTRIBUTIONS FOR EACH DISTRIBUTION
CALENDAR YEAR. During the Participant's lifetime, the minimum
amount that will be distributed for each Distribution Calendar
Year is the lesser of:
(I) the quotient obtained by dividing the RMD Account
Balance by the distribution period in the Uniform
Lifetime Table set forth in treasury regulations Section
1.401(a)(9)-9, using the Participant's age as of the
Participant's birthday in the Distribution Calendar
Year; or
(II) if the Participant's sole Designated Beneficiary for the
Distribution Calendar Year is the Participant's spouse,
the quotient obtained by dividing the RMD Account
Balance by the number in the Joint and Last Survivor
Table set forth in treasury regulations Section
1.401(a)(9)-9, using the Participant's and the spouse's
attained ages as of the Participant's and spouse's
birthdays in the Distribution Calendar Year.
(B) LIFETIME REQUIRED MINIMUM DISTRIBUTIONS CONTINUE THROUGH YEAR
OF PARTICIPANT'S DEATH. Required minimum distributions will be
determined under this Section 6A.4 beginning with the first
Distribution Calendar Year and up to and including the
Distribution Calendar Year that includes the Participant's
date of death.
6A.5. REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH. Subject to
any Special Election set forth in this Article, the following rules shall apply:
(A) DEATH ON OR AFTER DATE DISTRIBUTIONS BEGIN.
(I) PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY. If the
Participant dies on or after the date distributions
begin and there is a Designated Beneficiary, the minimum
amount that will be distributed for each Distribution
Calendar Year after the year of the Participant's death
is the quotient obtained by dividing the RMD Account
Balance by the longer of the remaining Life Expectancy
of the Participant or the remaining Life Expectancy of
the Participant's Designated Beneficiary, determined as
follows:
(1) The Participant's remaining Life Expectancy is
calculated using the age of the Participant in the
year of death, reduced by one for each subsequent
year.
(2) If the Participant's surviving spouse is the
Participant's sole Designated Beneficiary, the
remaining Life Expectancy of the surviving spouse
is calculated for each Distribution Calendar Year
after the year of the Participant's death using
the surviving spouse's age as of the spouse's
birthday in that year. For Distribution Calendar
Years after the year of the surviving spouse's
death, the remaining Life Expectancy of the
surviving spouse is calculated using the age of
the surviving spouse as of the spouse's birthday
in the calendar year of the spouse's death,
reduced by one for each subsequent calendar year.
(3) If the Participant's surviving spouse is not the
Participant's sole Designated Beneficiary, the
Designated Beneficiary's remaining Life Expectancy
is calculated using the age of the
Beneficiary (DEFINED TERM) in the year following
the year of the Participant's death, reduced by
one for each subsequent year.
(II) NO DESIGNATED BENEFICIARY. If the Participant dies on or
after the date distributions begin and there is no
Designated Beneficiary as of September 30 of the year
after the year of the Participant's death, the minimum
amount that will be distributed for each Distribution
Calendar Year after the year of the Participant's death
is the quotient obtained by dividing the RMD Account
Balance by the Participant's remaining Life Expectancy
calculated using the age of the Participant in the year
of death, reduced by one for each subsequent year.
(B) DEATH BEFORE DATE DISTRIBUTIONS BEGIN.
(I) PARTICIPANT SURVIVED BY DESIGNATED BENEFICIARY. Except
as provided herein, if the Participant dies before the
date distributions begin and there is a Designated
Beneficiary, the minimum amount that will be distributed
for each Distribution Calendar Year after the year of
the Participant's death is the quotient obtained by
dividing the Participant's Account Balance by the
remaining Life Expectancy of the Participant's
Designated Beneficiary, determined as provided in
Section 6A.5(a).
(II) NO DESIGNATED BENEFICIARY. If the Participant dies
before the date distributions begin and there is no
Designated Beneficiary as of September 30 of the year
following the year of the Participant's death,
distribution of the Participant's entire interest will
be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's
death.
(III) DEATH OF SURVIVING SPOUSE BEFORE DISTRIBUTIONS TO
SURVIVING SPOUSE ARE REQUIRED TO BEGIN. If the
Participant dies before the date distributions begin,
the Participant's surviving spouse is the Participant's
sole Designated Beneficiary, and the surviving spouse
dies before distributions are required to being to the
surviving spouse under Section 6A.3(b)(i), this Section
6A.5(b) will apply as if the surviving spouse were the
Participant.
6A.6 EARLY EFFECTIVE DATE AND GENERAL RULES.
(A) COORDINATION WITH MINIMUM DISTRIBUTION REQUIREMENTS PREVIOUSLY
IN EFFECT. If Plan Section 6A.1 above specifies an effective
date of this Article 6A that is earlier than January 1, 2003,
required minimum distributions for 2002 under this Article 6A.
will be determined as follows:
(I) If the total amount of 2002 required minimum
distributions under the Plan made to the Distributee
prior to the effective date of this Article 6A. equals
or exceeds the required minimum distributions determined
under this Article 6A., then no additional distributions
will be required to be made for 2002 on or after such
date to the Distributee.
(II) If the total amount of 2002 required minimum
distributions under the Plan made to the Distributee
prior to the effective date of this Article 6A. is less
than the amount determined under this Article 6A., then
required minimum distributions for 2002 on and after
such date will be determined so that the total amount of
required minimum distributions for 2002 made to the
Distributee will be the amount determined under this
Article 6A.
(B) PRECEDENCE. The requirements of this Article 6A. will
supersede any contrary provisions of the Plan.
(C) REQUIREMENTS OF TREASURY REGULATIONS INCORPORATED. All
distributions required under this Article 6A. will be
determined and made in accordance with the treasury
regulations under Code Section 401(a)(9).
(D) TEFRA SECTION 242(B)(2) ELECTIONS. Notwithstanding the other
provisions of this Article 6A., distributions may be made
under a designation made before January 1, 1984, in accordance
with section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act ("TEFRA") and the provisions of the Plan
that relate to TEFRA Section 242(b)(2).
