Exhibit 4.5
IRS REQUIRED AMENDMENT TO
SAVINGS PLAN FOR EMPLOYEES OF BAROID CORPORATION
THIS AGREEMENT by the Employee Benefits Administration Committee
("EBAC") of Baroid Corporation (the "Company"),
W I T N E S S E T H:
WHEREAS, the Company has previously adopted the Plan and Trust
Agreement known as "Savings Plan for Employees of Baroid Corporation"
(the "Plan"); and
WHEREAS, pursuant to Section 11.2 of the Plan, EBAC (formerly
known as the Pension and Employee Benefits Committee) has the authority
to approve any amendment required by the Internal Revenue Service prior
to approving the Plan; and
WHEREAS, the Internal Revenue Service is requiring this amendment
prior to approval of the Plan;
NOW, THEREFORE, the parties hereto agree that the Plan is hereby
amended, effective as of January 1, 1987 (except where another
effective date is stated), primarily for the purpose of clarification
of certain provisions of the Plan, as follows:
1) Section 2.17 of the Plan is amended by the addition of the
following words at the end of the first sentence thereof:
"Provided however, any person described in (a) through (b) of
the immediately preceding sentence shall be deemed to be an
Employee for purposes of Section 2.23.
2) Section 4.5(d) of the Plan is amended by the insertion of the
words "but which have not yet been contributed to the Plan for such
Plan Year" immediately after the words "may elect to treat Employer
contributions which are made for any Plan Year".
3) Section 6.1 of the Plan is amended by the insertion of the
words "Subject to Section 8.4(f)," at the beginning of the first
sentence thereof.
4) Section 8.4 of the Plan is completely amended and restated to
read as provided in the substitute pages attached to this amendment.
5) Section 12.2 of the plan is amended by the deletion of the
words "or after any amendment" from the first sentence thereof.
6) Section 13.3(d) of the Plan is amended by the deletion of the
cross reference to Article VI and the substitution of a cross reference
to Article IX in its stead.
7) Section 14.2(d) of the Plan is amended by the creation of a
new subsection (iv) to read as follows:
"(iv) For purposes of this Section 14.2(d), Pre-Tax
Contributions shall be the last amounts to be considered
Excess Amounts."
8.4 Forfeitures Upon Distribution Prior to Full Vesting and
Repayment. Except as provided in Paragraphs 8.5 and 8.6, any
termination of employment of a Participant, prior to the time his
account attributable to the Employer Contributions made with respect to
him is 100% vested in accordance with Paragraphs 8.2 or 8.5, may result
in a forfeiture of the current value of the nonvested amounts subject
to the following provisions, effective January 1, 1992.
(a) General Rule: The value of his vested interest in his
After-Tax and Additional After-Tax Contributions, and in the Total
Pre-Tax and Employer Contributions made on his behalf will be paid to
him in accordance with Paragraph 9.1. Notwithstanding any other
provisions of the Plan to the contrary, any nonvested amounts that
were held under the Plan (as in effect immediately prior to the Plan
Year that commenced on January 1, 1992), in Accounts maintained for
Participants who had incurred at least five (5) consecutive one year
Breaks in Service on or before January 1, 1992, shall be deemed to
have been forfeited during the first Plan Year that commenced
immediately after December 31, 1991 and shall be applied as herein
provided.
(b) Cashouts Within Two Plan Years After Employment Terminates:
The Participant shall not be entitled to the value of the nonvested
portion of his account attributable to Employer Contributions which
nonvested portion shall be forfeited as of the date distribution of
his vested account balance is made or commenced (due to such person's
cessation of participation in the Plan) by the close of the second
complete Plan Year following the Plan Year in which his employment
terminated, and applied in accordance with Paragraph 5.4. Otherwise,
with respect to the nonvested portion of such account of a Participant
who received a distribution of all or a portion of the vested portion
of such account other than by the close of the second complete Plan
Year following the Plan Year in which his employment terminated, such
forfeiture shall occur on the date on which such Participant incurs
five consecutive one-year Breaks in Service following the date of
termination of employment. Provided, however, that if the Participant
(1) received a distribution which includes the full amount of his
entire vested interest in his account attributable to Employer
Contributions as a result of his termination of participation in the
Plan, which distribution is $3,500 or less, or is more than $3,500 but
is consented to, (2) returns to active employment before incurring
five consecutive one-year Breaks in Service and (3) not later than the
end of the five-year period beginning with the Employee's resumption
of employment covered by the Plan, repays to the Trust Fund, in cash
or shares of Employer Stock (but only to the extent of the number of
shares received upon distribution), the entire value of his account
balance at the time of distribution to him, the amount repaid and the
nonvested portion of the Employer Contributions previously made on the
Participant's behalf shall be restored to such Participant's accounts
in an amount equal to the value of his accounts on the date of
distribution and shall be invested in accordance with the option in
effect for such Participant at the time of repayment. In addition, if
such Participant (1) received a distribution by the close of the
second Plan Year following the Plan Year in which his employment
terminated, which distribution was less than the full amount of his
entire vested interest in his account attributable to Employer
Contributions, which interest is $3,500 or less, or is more than
$3,500 but is consented to, and (2) returns to active employment
before incurring five consecutive one-year Breaks in Service following
the date his employment terminated, the nonvested portion of the
Employer Contributions previously made on the Participant's behalf
shall be restored to such Participant's accounts in an amount equal to
the value of his accounts on the date the distribution commenced
without any requirement that he repay to the Trust Fund any amount of
the distribution attributable to Employer Contributions; provided,
however, any future distributions attributable to Employer
Contributions shall be subject to offset by the amount of the prior
distribution that was not repaid incident to restoration to the
Participant's account pursuant to this sentence. There shall be no
adjustment for any gains or losses which may be incurred between the
date of distribution and the date of repayment.
(c) Deemed Cashouts: If the Participant did not have a vested
interest in any contributions credited to his account at the time of
his termination of participation in the Plan he shall be deemed to
have received a distribution of a vested interest in any contributions
credited to his account equal to zero (although actually receiving no
distribution from his account as a result of his termination of
participation in the Plan), and his account will be restored if he
resumes employment covered under the Plan prior to incurring a period
of five consecutive one-year Breaks in Service following the date of
the termination.
(d) Distributions Made or Begun More Than Two Plan Years After
Employment Terminates: With respect to a Participant whose vested
interest in his account attributable to Employer Contributions is less
than 100% and who receives a termination distribution from his account
attributable to Employer Contributions other than by the close of the
second Plan Year following the Plan Year in which his employment
terminated, any amount remaining in his account attributable to
Employer Contributions shall continue to be maintained as a separate
account. At any relevant time, such Participant's nonforfeitable
portion of such separate account shall be determined in accordance
with the following formula:
X = P (AB + D) - D
For purposes of applying the formula: X is the nonforfeitable portion
of such separate account at the relevant time; P is the Participant's
vested interest in his account attributable to Employer Contributions
at the relevant time; AB is the balance of such separate account at
the relevant time; and D is the amount of the distribution. For all
other purposes of the Plan, a Participant's separate account shall be
treated as an account attributable to Employer Contributions. The
forfeitable portion of such terminated Participant's separate account
shall be forfeited on the date on which such Participant incurs five
consecutive one-year Breaks in Service following the date of
termination of employment.
(e) Deferred Vested Distributions: With respect to a Participant
who terminates employment with the Employer with a vested interest in
his account attributable to Employer Contributions greater than 0% but
less than 100% and who is not otherwise subject to the forfeiture
provisions of paragraph (b) or paragraph (d) above, the forfeitable
portion of such terminated Participant's account attributable to
Employer Contributions shall be forfeited on the date on which such
Participant incurs five consecutive one-year Breaks in Service
following the date of termination of employment.
(f) Investment of Forfeitable Account Balances: A terminated
Participant shall be entitled to direct the investment of his Account
up until such time as investments are liquidated, if applicable, and
distribution of his entire vested interest is made in accordance with
Article IX. Thereafter, the forfeitable portion of such Account shall
be invested by the Committee.