Exhibit 10.25
DATED 01 JULY 1993
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DEPUY INTERNATIONAL LIMITED
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- and -
XXXXXX XXXXXX XXXXXX
- and -
OTHERS.
THIS TRUST DEED is made the FIRST day of JULY 0000 XXXXXXX XXXXX INTERNATIONAL
LIMITED whose registered office is situated at St. Xxxxxxx'x Xxxx Xxxxxxx Xxxxx
Xxxx Xxxxxxxxx XX00 0XX (hereinafter called "the Principal Employer") of the
first part and XXXXXX XXXXXX XXXXXX, XXXXXX XXXXXXXXXX, XXXXXXXXXXX XXXXXXX
XXXXXX (hereinafter together called "the Trustees") of the second part
WHEREAS THE Principal Employer is empowered and has resolved to establish and
maintain a retirement benefits scheme with the object of providing relevant
benefits as defined in Section 612 (1) of the Income and Corporation Taxes Act
1988 for employees and ex-employees of the Employers defined in clause 2(2)
hereof and for dependents of those employees and ex-employees
NOW THIS DEED WITNESSES as follows -
1. (1) The retirement benefits scheme hereinbefore mentioned and known as
DEPUY EXECUTIVE RETIREMENT BENEFITS SCHEME (hereinafter called "the
Scheme") is hereby constituted and established as a sponsored
superannuation scheme (as defined in Section 624 of the Income and
Corporation Taxes Act 1988) under irrevocable trusts with effect from
7 SEPTEMBER 1992 (hereinafter called "the Commencement Date") and the
perpetuity period applicable to the trusts herein declared shall be
80 years from the commencement date or such longer period as may be
or become lawful
1
(2) The Principal Employer hereby appoints the Trustees to be the trustees
for the time being of the scheme PROVIDED THAT the expression
"Trustees" shall hereinafter mean the Trustee or other the trustee or
trustees for the time being hereof appointed in accordance with clause
3(1) hereof
(3) The Principal Employer shall within 24 months of the Commencement Date
or such longer period as the Trustees may allow bring into effect
rules (hereinafter called the Rules) which shall further define the
provisions of the Scheme and until the bringing into effect of the
Rules (i) such provisions of any written explanations of the Scheme
issued or to be issued to members referred to in clause 2(4) hereof as
are not overridden by or inconsistent with this Deed shall be read as
one herewith and (ii) any reference hereafter in this Deed to the
Rules shall be a reference to the appropriate provisions of such
explanations
2. (1) The Scheme shall be administered in accordance with the provisions
hereof and the requirements of section 63 (preservation of benefits)
of the Social Security Xxx 0000 insofar as those requirements apply to
the Scheme and Schedule 16 thereto Part IV (equal access to
occupational pension schemes) or the Social Security Pensions Act of
1975
2
(2) The Principal Employer and any subsidiary or holding company (within
the meaning of section 736 of the Companies Act 1985) of or any
employer otherwise associated with the Principal Employer which on
executing a deed whereby it agrees to be bound by the provisions of
the Scheme is admitted by the Principal Employer with the consent of
the Trustees to participation in the Scheme shall constitute the
employers (hereinafter called "the Employers") for the purposes of
this Deed and the Rules are the employer (hereinafter called "the
Employer") of a member shall be such of the Employers by which or whom
the member is for the time being employed or if such employment has
terminated by which or whom the member was employed immediately prior
to such termination and in any case where an Employer has acquired all
or part of the business of any other person or body corporate the
Employer which made such acquisition shall for the purposes of the
Scheme be regarded as the Employer of those persons previously engaged
as employees of the relevant business so acquired in respect of whom
benefits are to be paid under the Scheme.
(3) The Principal Employer shall have the power exercisable with the
consent of the Trustees to appoint from time to time any insurance
company (hereinafter called "Insurance Company") for the purposes of
the Scheme PROVIDED THAT it is an insurance company which is
incorporated in the United Kingdom and to which Part II of the
Insurance Companies Xxx 0000 applies and which is authorised by or
under Section 3 or 4 of that Act to transact ordinary long term
insurance business as therein defined
3
(4) Employees (including any directors) of the Employers who satisfy
the conditions of eligibility for membership of the Scheme shall
be entitled to become members of the Scheme at such times as they
choose and to cease to be members thereafter at times of their own
choosing provided that no person who has at his own option ceased
to be a Member while satisfying the conditions of eligibility for
membership shall be readmitted to membership of the Scheme without
the prior consent of the Principal Employer and Trustees
(5) No person having a beneficial interest in the Scheme shall assign
or charge that interest or any part of it except in a manner set
out herein or in the Rules and should he attempt to do so he shall
cease to have such interest and the Trustees shall apply any
moneys to which the person would otherwise have been or become
entitled for the maintenance or otherwise for the support or
benefit of that person and of such of those persons (excluding
charities, societies, clubs and similar organizations) to whom the
Trustees could have paid benefit under Clause 6(1) hereof arising
on that person's death had the person died immediately prior to
such attempted assignment or any of them as the Trustees in their
absolute discretion think fit, but in no circumstances shall any
payment be made to a purported assignee
3. (1) Appointment, Removal and Resignation of Trustees
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The Principal Employer may:
(i) by deed remove from office any Trustee
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(ii) by deed appoint, (without limit as to number) one or more
new or additional Trustees in place of or in the addition
to any Trustee who for any reason ceases to be a trustee,
and
(iii) by notice in writing to any Trustee remove that Trustee
from office with effect from the date of that notice (but
the Principal Employer shall execute a deed confirming that
removal with effect from the date of that notice at the
next convenient opportunity).
(2) Retirement of Trustees
----------------------
Any Trustee may at any time by not less than one month's notice in
writing (or such shorter notice as the Principal Employer may
accept) given to the Principal Employer and the remaining Trustees
(if any) retire from office. At the expiry of such notice such
Trustee shall cease to be a Trustee and the Principal Employer and
the continuing Trustees (if any) shall execute such documents and
do such things as may be necessary to give proper effect to his
retirement.
(3) Subject to subclause (8) of this Clause the Trustees shall be
entitled to such remuneration (if any) as they may from time to
time agree with the Principal Employer
(4) The Trustees shall have power to obtain such expert advice as they
think necessary in order to carry out their duties hereunder and
where they are required under the Deed or the Rules to act on
actuarial advice they shall obtain such advice from any Fellow of
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the Institute of Actuaries or Faculty of Actuaries in Scotland or
a firm of actuaries so qualified or the Insurance Company
(5) The Trustees shall have power to employ such agents as they think
necessary in the transaction of any business as Trustees and any
valid receipt given to such agents in the course of such
employment shall be a good and sufficient discharge to the
Trustees and in particular (but without prejudice to the
generality of the foregoing provision) the Trustees may appoint
one or more investment managers to any one or more of whom they
may delegate all or any of the powers vested in them by virtue of
clause 4 (2) hereof
(6) If and so long as any of the Trustees are individuals the Trustees
shall
(a) exercise their powers by resolution passed at meetings
whereat the quarum shall be two and any Trustee unable to
attend may appoint another Trustee to represent him
(b) have the power to delegate any or all of their duties to any
one or more of their number and in particular any two of the
Trustees may on behalf of them all sign any documents (other
than deeds) that they are required to sign in the discharge
of their duties
(c) save as provided by (a) and (b) of this subclause make
written regulations (including where they so wish regulations
for the appointment of a chairman and a
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secretary) for the conduct of their meetings and the management of
their business
(7) If any of the Trustees is a corporation it shall in the discharge of its
duties and in the exercise of its power act by its officers and employees
duly appointed in that behalf
(8) All costs charges and expenses arising in connection with the establishment
administration and management of the Scheme in any year or otherwise duly
charged or incurred by the Trustees or the Committee in the discharge of
their duties hereunder shall be paid by the Employers in such proportions
as they shall agree PROVIDED THAT the Principal Employer may after
obtaining actuarial advice direct that any such costs charges and expenses
shall be charged on the assets of the Scheme be paid therefrom.
(9) A Trustee shall not be responsible, chargeable or liable in any manner
whatsoever except -
(a) for his fraud or deliberate and culpable disregard of the interests of
the Beneficiaries and
(b) in the case of a Trustee engaged in the business of providing a
trustee service for a fee, for his negligence
(10) The Trustee shall be entitled to all the indemnities conferred on trustees
by law but without prejudice to the foregoing
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generality the Trustees shall be indemnified by the Employers against
all liabilities incurred by the Trustees in the execution of the trusts
and the management and administration of the Scheme (other than any
liability arising from matters referred to in (a) and (b) of sub-clause
(9) of this Clause) and shall to the extent that the Employers fail to
indemnify them as aforesaid be indemnified in respect thereof (except as
hereinbefore excepted) out of the assets of the Scheme
(11) The decision of or the exercise of a power by the Trustees shall not be
invalidated or questioned on the ground that any of the Trustees:
(i) had a direct or indirect interest in the result of the decision
or the exercise of the power, or
(ii) without prejudice to the generality of (1):
- is a director or employee or shareholder of or is
otherwise interested in or connected with the Principal
Employer any Associated Company of the Principal Employer
or any other person or
- is a trustee of any other Retirement Benefits Scheme with
which the Trustees are dealing
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(12) (i) A Trustee who is a Beneficiary may retain all benefits and
exercise all rights to which he is entitled as a Beneficiary and
shall not be liable to account for any benefit which he obtains
from the Scheme.
(ii) A Trustee who is or becomes a director of, or a holder of any
other office or employment in any of the Employers may retain
any fees or remuneration received by him in connection with that
office or employment notwithstanding that his retention of or
appointment to the office or employment may be directly or
indirectly due to the exercise or non-exercise of any votes by
the Trustees
(13) (i) A Trustee shall not be precluded when acting on his own account
from acquiring holding or dealing with any securities of the
Principal Employer or from entering into or being interested in
any contract arrangement or other transaction with the Principal
Employer and shall not be liable in any manner whatsoever to
account to the Principal Employer or any Beneficiary for any
resulting profits made or benefits obtained
(ii) In this Clause (3) the words "Principal Employer" includes any
Associated Company of the Principal Employer and any other
company in which the Principal Employer or any Associated
Company of the Principal Employer is interested
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4. (1) The assets of the Scheme shall consist of the contributions payable in
accordance with clause 5 hereof any transfer value received by the
Trustees in accordance with clause 6(2) hereof any donations
subscriptions legacies and other monies received by the Trustees from
any other source and any investments and property for the time being
representing the foregoing sums and income therefrom or accretions
thereto and such assets shall be held under the legal control of the
Trustees and by or in the names of the Trustees or such corporation as
they may from time to time appoint as nominee for themselves or as
custodian trustee
(2) The Trustees may alone or in conjunction with others and in any part
of the world acquire and dispose of any property (tangible or
intangible, movable or immovable), whether or not it produces income,
enter into any contract or incur any obligation, lend or borrow money
or other property for any purpose (including acquiring assets), grant
any mortgage or charge over or give any right of recourse against any
or all of the assets of the Scheme form and finance any company, carry
on and finance any business, insure assets of the Scheme for any
amount and keep assets in nominee names.
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5. (1) An Employer shall subject to Subclause (2) below contribute to the
Scheme in respect of the members who are or have been in its employ at
such rate or rates as the Principal Employer acting on actuarial
advice shall determine.
(2) An Employer shall on giving three months' written notice or such
shorter period as it may agree with the Trustees (and the Members) to
the Trustees and the members then in its employ have the right to
reduce or discontinue its contributions to the Scheme with effect from
the expiry of such notice PROVIDED THAT -
(a) the accidental omission to give such notice shall not affect the
validity of the Employer's decision
(b) such notice shall not affect the liability of the Employer to pay
any contributions which have fallen due prior to and remain
unpaid at the expiry of such notice
(c) in the event of such discontinuation of contributions the assets
of the Scheme relating to the Employer shall be applied in manner
stated in the dissolution provisions of the Rules
6. (1) The Trustees shall have the power to pay or apply any lump sum which
may be payable on the death of a member to or for the benefit of all
or any one or more to the exclusion of other or others and in such
proportions as the Trustees decide of (i) the member's spouse or (ii)
the ancestors and descendants (however remote and including legally
adopted children or stepchildren) or
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brothers sisters uncles and aunts (whether of the whole or half blood) of the
member or his spouse or (iii) individuals who in the opinion of the Trustees
shall have been wholly or partly maintained or financially assisted by the
member or (iv) any other person or persons (including for this purpose any
charity society club or other similar organization but excluding the personal
representatives of the member) whom the member has in a written notice to the
Trustees requested the Trustees to consider as a beneficiary of such lump sum or
part thereof
PROVIDED THAT
(a) if and to the extent that the said power is not exercised within 24 months
after the member's death such lump sum or any remaining part thereof shall
be paid by the Trustees to the member's spouse (if any) but failing that
it shall be paid to the Principal Employer
(b) in applying any moneys under this subclause to or for the benefit of any
person the Trustees shall have power to pay the same by way of settlement
to trustees for the benefit of such person with such powers and upon such
terms and conditions as the Trustees shall in their absolute discretion
determine
(c) in making any payment in accordance with this subclause the Trustees may
take into account and deduct any tax and any interest thereon for which
they may be liable
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(2) The Trustees may at the request of a person's Employer accept from the
administrators of any fund scheme or arrangement (in this subclause called
"the other scheme") any transfer payment or assignment of assets in
respect of such person's right to benefit under the other scheme (in this
subclause called "transfer value") and if they do so the person shall be
regarded as a member for the purposes of the Scheme and the Trustees shall
provide for the member benefits under the Scheme (additional to any other
Scheme benefits to which the member may be entitled) of such nature and
amount as the Trustees shall decide PROVIDED THAT
(a) the Trustees shall obtain from the administrators of the other
scheme a certificate stating the amount (if any) of the transfer
value attributable to contributions paid by such member to the other
scheme (in this subclause called "member's credit") and the maximum
amount (if any) of the transfer value that such member may under the
rules of the other scheme obtain as a cash sum on retirement
thereunder (in this subclause called "the cash sum")
(b) the Trustees shall ensure that any provisions of the other scheme
prohibiting the return to members of contributions that they have
paid thereto shall apply to member's credit (except that any such
provisions which solely relate to the member's salary or
remuneration having exceeded 5000 (pounds) per annum at any time
during his membership of the other scheme will cease to apply)
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(3) If a member becomes a member of any other fund scheme or arrangement
(in this subclause called "the other scheme") the Trustees may at the
request of the member and with the written agreement of his Employer
transfer to the administrators of the other scheme an amount (in this
subclause called "transfer payment") which the Trustees acting on
actuarial advice consider to be the lump sum equivalent of such
benefit PROVIDED THAT the Trustees shall -
(a) observe the terms and conditions of any undertaking given by them
in respect of transfer payments
(b) take into account and deduct from the transfer payment the amount
of any expense incurred in the realization of the assets of the
Scheme to pay the same and any tax for which they may be liable
(c) give the administrators of the other scheme certificate stating
the amount (if any) of the transfer payment attributable to the
contributions paid by the member to the Scheme and any
restrictions imposed by the provisions hereof on the return of
such contributions to the member and obtain from the
administrators of the other scheme an undertaking that such
restrictions shall at all times be applied thereto
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7. The Principal Employer shall have power to alter or add to the provisions of
this Deed and the Rules by deed with the written consent of the Trustees
8. The Trustees shall have power exercisable at the written request of the
Principal Employer-
(a) to provide additional benefits in respect of any member and to increase
the amount of any benefit which is payable to or in respect of a member
and
(b) to provide for the spouse or dependents of a deceased member a benefit
or benefits for which provision is not otherwise made hereunder
PROVIDED THAT this power shall be exercised subject to the payment by the
Employer (as defined in Clause 2(2) hereof) of the cost (if any) (as
determined by the Trustees acting on actuarial advice) of such increase or
benefits
9. The Scheme shall terminate at the end of the perpetuity period hereinbefore
mentioned UNLESS there is legislation then in force permitting it to
continue for a longer period or in perpetuity or it is terminated earlier in
accordance with the dissolution provisions in the Rules
10. (1) Any Act referred to in this Deed shall be deemed to include any Act or
Acts for the time being amending or replacing the same and any orders
regulations or directions issued thereunder and for the time being in
force
-15-
(2) Any reference to any regulations includes any modification or
restatement of those regulations.
(3) Any Employer referred to in this Deed shall be deemed to include any
other company firm or person by which or whom as a result of
amalgamation merger purchase reconstruction or otherwise the business
or function of the same is for the time being carried on
(4) This Deed shall be construed and take effect in accordance with
English law
10. The Trustees shall arrange for an actuarial investigation of and report
upon the financial condition of the Scheme to be made at such intervals not
exceeding 5 years as the Trustees shall determine.
IN WITNESS WHEREOF the parties hereto have caused their common seals to be
affixed hereto or have set their hands and seals hereto the day and year first
above written
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The Common Seal [THE SEAL OF DEPUY INTERNATIONAL
of DEPUY INTERNATIONAL LIMITED LIMITED APPEARS HERE]
was hereunto affixed
in the presence of:-
Director /s/ Xxxxxx Xxxxxxxxxx
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Secretary /s/ X. X. Xxxxxxx
------------------------------------
SIGNED SEALED and DELIVERED )
by the said XXXXXX XXXXXX XXXXXX) /s/ Xxxxxx Xxxxxx Xxxxxx
in the presence of: ) -----------------------------
/s/ Xxxxxxxx X. Xxxx
--------------------------------
SIGNED SEALED and DELIVERED )
by the said XXXXXX XXXXXXXXXX ) /s/ Xxxxxx Xxxxxxxxxx
in the presence of: ) -----------------------------
/s/ Xxxxx Gurrd
--------------------------------
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