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EXHIBIT 10B
SBM COMPANY
FORM 10-K
DECEMBER 31, 1994
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FIRST AMENDMENT
OF
SBM COMPANY
PROFIT SHARING STOCK PLAN TRUST AGREEMENT
(1993 RESTATEMENT)
THIS AGREEMENT, Made and entered into as of /s/December 22, 1994, by and
between SBM COMPANY, a Minnesota corporation (the "Principal Sponsor"), and
FIRSTAR TRUST COMPANY OF MINNESOTA, as trustee (together with its successors,
the "Trustee");
WITNESSETH: That
WHEREAS, The Principal Sponsor has heretofore established and maintained a
profit sharing plan (the "Plan") which, in most recent amended and restated
form, is embodied in a document dated November 1, 1993 and entitled "SBM COMPANY
PROFIT SHARING STOCK PLAN TRUST AGREEMENT (1993 Restatement)" (the "Plan
Statement"); and
WHEREAS, The Principal Sponsor has reserved to itself the power to make
amendments of the Plan Statement; and
NOW, THEREFORE, The Plan Statement is hereby amended as follows:
1. FORMS OF DISTRIBUTION. EFFECTIVE FOR DISTRIBUTIONS MADE ON OR AFTER JANUARY
1, 1995, SECTION 7.3 OF THE PLAN STATEMENT SHALL BE AMENDED TO READ IN FULL AS
FOLLOWS:
7.3. FORMS OF DISTRIBUTION.
7.3.1. FORMS AVAILABLE. At the direction of the Committee, the Trustee
shall make distribution of the Participant's Vested Total Account to the
Distributee in one of the following ways:
(a) VESTED TOTAL ACCOUNTS UNDER $20,000, OR AT LEAST $20,000 IF TOTAL
ACCOUNT NOT 100% VESTED. If the Distributee is a Participant, and
(i) the Participant's Vested Total Account is less than Twenty
Thousand Dollars ($20,000) as of the Valuation Date
coincident with or next following the occurrence of an Event
of Maturity effective as to the Participant, or
(ii) the Participant's Vested Total Account is Twenty Thousand
Dollars ($20,000) or greater as of the Valuation Date
coincident with or next following the occurrence of an Event
of Maturity effective as to the Participant, and the
Participant is not 100% Vested in the Participant's Total
Account,
then the Participant's Vested Total Account shall be distributed
in a single lump sum subject to Sections 7.1 and 7.2.
(b) VESTED TOTAL ACCOUNTS $20,000 OR GREATER AND TOTAL ACCOUNT IS
100% VESTED. If the Distributee is a Participant, and
(i) the Participant's Vested Total Account is Twenty Thousand
Dollars ($20,000) or greater as of the Valuation Date
coincident with or next following the occurrence of an Event
of Maturity effective as to the Participant, and
(ii) the Participant is 100% Vested in the Participant's Total
Account, then the Participant's Vested Total Account shall
be distributed, at the option of the Participant, either in
a single lump sum, or in a series of substantially equal
installments payable quarterly, semi-annually or annually
(as selected by the Participant) over a period of time not
extending beyond the life expectancy of the Participant or
the joint and last survivor life expectancy of the
Participant and the Participant's Beneficiary subject to
Sections 7.2 and 7.3.
(c) CONTINUED INSTALLMENTS TO BENEFICIARY. If the Distributee is a
Beneficiary of a Participant who died while receiving installment
payments, then in a series of substantially equal installments
payable quarterly or annually (as selected by the Beneficiary)
which provides distribution to such Beneficiary at a rate
(considering both time and amount) which is cumulatively at least
as rapid as the rate of distribution commenced prior to the death
of the Participant.
(d) LUMP SUM TO BENEFICIARIES. If the Distributee is a Beneficiary
and (c) above does not apply or is not elected by the
Beneficiary, the Participant's Vested Total Account shall be
distributed in a single lump sum.
2. DISTRIBUTION IN CASH OR COMPANY STOCK. EFFECTIVE FOR DISTRIBUTIONS MADE ON OR
AFTER JULY 1, 1994, SECTION 7.6 OF THE PLAN STATEMENT SHALL BE AMENDED TO READ
IN FULL AS FOLLOWS:
7.6. DISTRIBUTION IN CASH OR COMPANY STOCK. Distribution of a Participant's
Vested Total Account shall be made in cash. If the Distributee has selected a
lump sum distribution in accordance with Section 7.3, the Distributee may elect
that the portion of the Participant's Vested Total Account invested in Company
Stock be distributed in Company Stock; provided, however, that such distribution
must comprise at least 100 shares of Company Stock. Any such distribution of
Company Stock shall be based upon the number of shares (as opposed to value) of
Company Stock held in the Participant's Vested Total Account as of the Annual
Valuation Date as of which distribution is being made.
3. TENDER OFFER. EFFECTIVE FOR PLAN YEARS BEGINNING ON OR AFTER JANUARY 1, 1995,
SECTION 10.12 OF THE PLAN STATEMENT SHALL BE AMENDED TO READ IN FULL AS FOLLOWS:
10.12. TENDER OR EXCHANGE OFFER OF COMPANY STOCK.
10.12.1. COMMITTEE DIRECTION. Notwithstanding Section 10.6 or any other
provision of this Plan Statement, the Committee shall have the right to direct
the Trustee as to any tender, exchange or similar offer with respect to Company
Stock held by the Plan; provided, however, that the Committee may determine in
its discretion that such right shall be passed through to and exercised by each
Participant or Beneficiary whose Employer Account or Suspense Account (whether
or not Vested) holds Company Stock according to the procedures described in
Section 10.12.2.
10.12.2. PASS-THROUGH. If the Committee determines under Section 10.12.1
that Participants and Beneficiaries shall be given the right to direct the
Trustee with respect to any tender, exchange or similar offer, then, upon
receipt of such offer, the following rules shall apply:
(a) PROCEDURES. The Trustee shall forward to each Participant or
Beneficiary as of the Valuation Date immediately prior to such
receipt, no later than five business days after such receipt, a
copy of the offer accompanied by the procedures by which a
Participant or Beneficiary may elect to tender or exchange the
number of shares held for such Participant or Beneficiary as of
the Valuation Date immediately prior to such receipt, which may
contemplate that any such election may be made at a later time.
Not later than ten business days prior to the expiration of the
offer (the "Expiration Date"), the Trustee shall furnish to each
Participant or Beneficiary a form providing binding instructions
to the Trustee whether to accept or reject such offer with
respect to such number of shares and an envelope addressed to the
Trustee to return such instructions. All such instructions shall
be received by the Trustee no later than five business days prior
to the Expiration Date (unless a shorter time period is
acceptable to the Trustee). Any Participant or Beneficiary may
revoke such instructions by writing addressed to the Trustee
received no later than one business day prior to the Expiration
Date. On the Expiration Date, the Trustee shall accept the offer
with respect to that number of shares for which it has so
received instructions that have not been revoked.
(b) CONFIDENTIALITY. Participants and Beneficiaries shall have the
right to determine confidentially whether the offer will be
accepted.
(c) PRORATION. If less than all shares offered by the Trustee are
accepted by the offeror, the shares sold or exchanged for each
Participant or Beneficiary shall be in the same ratio to the
number of shares in the Total Account of such Participant or
Beneficiary as the total number of shares accepted bears to the
total number of shares offered.
(d) FUTURE INVESTMENTS. The proceeds from the sale of Company Stock
pursuant to this Section 10.12 shall be transferred to the
Employer Account of a Participant or Beneficiary and
(notwithstanding Section 4.2) shall be invested by the Trustee
pursuant to Section 10.6 and shall not be invested in Company
Stock. All future contributions of the Employer to the
Participant's Employer Account shall be credited to the
Participant's Employer Account and (notwithstanding Section 4.2)
shall be invested by the Trustee pursuant to Section 10.6 and
shall not be invested in Company Stock.
4. SAVINGS CLAUSE. SAVE AND EXCEPT AS HEREIN EXPRESSLY AMENDED, THE PLAN
STATEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT.
IN WITNESS WHEREOF, Each of the parties hereto has caused these presents to
be executed, all as of the day and year first above written.
FIRSTAR TRUST COMPANY OF SBM COMPANY
MINNESOTA
By ____________________________ By ____________________________
/s/Karen W. Peterson /s/Keith O. Martens
____________________________ ____________________________
Its /s/Assistant Vice President Its /s/Vice President-Investments
And ___________________________ And ____________________________
/s/Thomas G. Kieffer /s/Lori L. Nuebel
____________________________ ____________________________
Its /s/Assistant Vice President Its /s/Asst. Vice President