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Exhibit 10.19

CATALENT PHARMA SOLUTIONS, LLC

DEFERRED COMPENSATION PLAN

Effective April 10, 2007


 

  

 

  

Page

ARTICLE I

  

DEFINITIONS AND GENERAL PROVISIONS

  

1

ARTICLE II

  

ELIGIBILITY AND PARTICIPATION

  

4

ARTICLE III

  

DEFERRED COMPENSATION AND CREDITS

  

5

ARTICLE IV

  

VESTING

  

7

ARTICLE V

  

DISTRIBUTION OF BENEFITS

  

8

ARTICLE VI

  

PLAN ADMINISTRATION

  

10

ARTICLE VII

  

AMENDMENT AND TERMINATION

  

12

ARTICLE VIII

  

MISCELLANEOUS PROVISIONS

  

13

 

-i-


CATALENT PHARMA SOLUTIONS, LLC

DEFERRED COMPENSATION PLAN

The purpose of this Catalent Pharma Solutions, LLC Deferred Compensation Plan (the “Plan”) is to permit the members of the Board of Directors of Cardinal Health 409, Inc. (the “Company”) and a select group of the management and highly compensated employees of the Company to continue to defer a portion of the base salary, bonuses and other cash compensation otherwise payable to them in the same manner and subject to the same terms as the Prior Plan. The Plan shall be effective as of April 10, 2007.

Background Information

A. The Company intends for the Plan to continue that portion of the Prior Plan that applied to the Company’s employees. The Plan will continue to be an unfunded, nonqualified deferred compensation arrangement as provided under ERISA and to satisfy the requirements of a “top hat” plan thereunder and under Labor Regulation Section 2520.104-23.

B. This Plan is intended to comply with the requirements of Section 409A of the Code, and to constitute a good faith effort at meeting such requirements pending the issuance of final regulations by the Internal Revenue Service (“IRS”). To the extent inconsistent with Code Section 409A or regulations issued thereunder, this Plan shall be amended to conform to such requirements within applicable time limitations established by the IRS.

ARTICLE I

DEFINITIONS AND GENERAL PROVISIONS

1.1 Definitions . The terms defined in this Article shall have the meanings set forth below unless the context clearly requires another meaning. When the defined meaning is intended, the term is capitalized.

(a) Account . The bookkeeping account described in Section 3.6 under which Benefits (as adjusted for earnings or losses) are credited on behalf of a Participant.

(b) Beneficiary . The person(s) entitled to receive any distribution hereunder upon the death of a Participant. The Beneficiary for Benefits payable under this Plan shall be the beneficiary designated by the Participant in accordance with procedures established by the Committee as of the Participant’s date of death, or, in the absence of any such designation, the Participant’s estate.

(c) Benefits . Collectively, Deferred Compensation Credits, Matching Credits, Company Contribution Credits, Social Security Supplement Credits and Prior Plan Credits.

(d) Board . The Board of Directors of the Company.

(e) Change of Control . For purposes of the Plan, a Change of Control means: (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act other than The Blackstone Group or its affiliates or (ii) any “person” or “group”, other than The Blackstone Group or its affiliates, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise and The Blackstone Group ceases to control the Board.

(f) Code . The Internal Revenue Code of 1986, as amended from time to time.

(g) Committee . The Compensation Committee of the Board or such other committee of the Board to which the Board has delegated power to oversee the administration of the Plan and, if no such committee has been created, the Board.

(h) Company . Cardinal Health 409, Inc.

(i) Company Contribution Credits . Company Contribution Credits shall have the meaning set forth in Section 3.4 of the Plan.


(j) Compensation . Amounts paid or payable by the Company or its affiliates to an Eligible Employee for a Plan Year which are includable in income for federal tax purposes, including base salary and variable compensation in the form of commissions and/or bonuses (except as otherwise provided herein). Notwithstanding the foregoing, the following amounts are excluded from Compensation: (i) other cash or non-cash compensation, expense reimbursements or other Benefits or contributions by the Company or its affiliates to any other employee benefit plan, other than pre-tax salary deferrals into the Qualified Plan or any Code Section 125 plan sponsored by the Company, or any of its affiliates, (ii) amounts realized (A) from the exercise of a stock option, (B) when restricted stock (or property) held by a Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture, (C) when the shares underlying restricted share units are payable to a Participant, or (D) from the sale, exchange or other disposition of stock acquired under a qualified stock option, and (iii) any amounts that are required to be withheld from a Participant’s wages from the Company pursuant to Code Section 3102 to satisfy the Participant’s tax obligations under Code Section 3101. With respect to Directors, “Compensation” means any and all fees paid for service as a member of the Board, including fees for attendance at Board meetings or committee meetings.

(k) Compensation Deferral Agreement . Compensation Deferral Agreement shall mean the deferral election agreement by which a Participant elects the percentage of Compensation to be deferred and credited to an Account on such Participant’s behalf. For the first Plan Year, the Participant’s Compensation Deferral Agreement executed in connection with deferral elections for the 2007 Plan Year under the Prior Plan shall continue to apply.

(l) Deferred Compensation Credits . Deferred Compensation Credits shall have the meaning set forth in Section 3.1 of the Plan.

(m) Director . A member of the Board.

(n) Distribution Options . A single lump sum or annual installment payments over a period of five (5) or ten (10) years. The “standard” form of distribution shall be a single lump sum payment unless otherwise elected by a Participant in accordance with the terms of the Plan or as determined by the Company to the extent permitted by Code Section 409A and regulations thereunder.

(o) Effective Date . April 10, 2007.

(p) Eligible Employee . Any individual who is (i) among a select group of management or highly compensated employees (within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA), and (ii) designated by the Company as eligible to make Compensation deferral contributions under Article II of the Plan in accordance with eligibility criteria established from time to time by the Committee. For the 2007 Plan Year, any employee who was an Eligible Employee in the Prior Plan will continue to be an Eligible Employee in the Plan.

(q) ERISA . The Employee Retirement Income Security Act of 1974, as amended from time to time.

(r) Exchange Act . The Securities Exchange Act of 1934, as amended from time to time.

(s) Matching Credits . Matching Credits shall have the meaning set forth in Section 3.3 of the Plan.

(t) Participant . Any Director or any Eligible Employee who meets the eligibility requirements for participation in the Plan as set forth in Article II and who earns Benefits under the Plan.

(u) Plan . The Catalent Pharma Solutions, LLC Deferred Compensation Plan, as set forth herein, and as such Plan may be amended from time to time hereafter.

(v) Plan Year . The fiscal year of the Plan, which is the twelve (12) consecutive month period beginning January 1 and ending December 31, with the exception that the year of the Plan’s inception will be from April 10, 2007 through and including December 31, 2007.

(w) Prior Plan . The Cardinal Health Deferred Compensation Plan, as amended and restated effective January 1, 2005.


(x) Prior Plan Credits . Company Contribution Credits shall have the meaning set forth in Section 3.6 of the Plan.

(y) Qualified Plan . The Catalent Pharma Solutions, LLC Savings Plan, as amended from time to time.

(z) Retirement . An Eligible Employee’s “separation from service” (within the meaning of Section 409A(2)(A)(i) of the Code) with the Company or its affiliates following attainment of age 65 or the retirement from the Board of any Director.

(aa) Social Security Supplement Credits . Social Security Supplement Credits shall have the meaning set forth in Section 3.5 of the Plan.

(bb) Termination of Employment . A Participant’s “separation from service” (within the meaning of Section 409A(2)(A)(i) of the Code) with the Company or its affiliates for any reason other than Retirement, death or Total Disability.

(cc) Total Disability . Occurs when a Participant is either unable to engage in any substantial gainful activity or is receiving income replacement benefits under an accident and health plan covering employees for a period of not less than three (3) months, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. The Company shall determine the existence of a Total Disability in its sole discretion and may require the Participant to submit to periodic medical examinations at the Participant’s expense to confirm the existence and continuation of a Total Disability. The determination of Total Disability shall be made in accordance with Code Section 409A and applicable regulations.

(dd) Unforeseeable Emergency . A severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent of the Participant (as defined in Code Section 152(a)), loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.

(ee) Year of Service . A period of twelve (12) consecutive calendar months during which a Participant is employed by the Company or one of its affiliates and prior to April 10, 2007 by Cardinal Health, Inc. or one of its affiliates.

1.2 General Provisions . The masculine wherever used herein shall include the feminine; singular and plural forms are interchangeable. Certain terms of more limited application have been defined in the provisions to which they are principally applicable. The division of the Plan into Articles and Sections with captions is for convenience only and is not to be taken as limiting or extending the meaning of any of its provisions.

ARTICLE II

ELIGIBILITY AND PARTICIPATION

2.1 General Eligibility Conditions . To become eligible to participate in the Plan, an individual must be (i) among a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, and (ii) designated as an Eligible Employee by the Company (or another participating employer) to recei


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