Exhibit 10(g)(3)
Third Amendment to Restated Richardson Electronics, Ltd.
Employees Stock Ownership Plan
RICHARDSON ELECTRONICS, LTD., a Delaware corporation, hereby
amends the Richardson Electronics, Ltd. Employees Stock Ownership
Plan, as amended and restated on July 14, 1994, effective June 1,
1989, and as further amended (the "Plan"), as follows:
1. The following sentence is added to Section 2.1 of the
Plan effective June 1, 1996:
There shall also be maintained, in the case of a
Participant who incurs a Break in Service, a Forfeiture
Suspense Account in accordance with Section 18.3(d).
2. Section 7.4 of the Plan is deleted and the following is
substituted in its place effective June 1, 1996:
7.4 Crediting of Forfeitures
Forfeitures, if any, occurring during the Plan Year pursuant
to Section 18.3(d) and allocated from the Forfeiture
Suspense Accounts shall be allocated among the Employer
Contribution Accounts of all Participants eligible to
receive an allocation of the Employer's contribution under
Section 6.1(a) in the proportion that the Compensation paid
or accrued to each such Participant during such Plan Year
bears to the Compensation paid or accrued to all such
Participants during such Plan Year.
3. Section 14.3 of the Plan is deleted and the following
is substituted in its place effective May 31, 1997:
14.3 Diversification Elections.
(a) Each Qualified Participant may make an election (the
"Election") within 90 days after each Anniversary Date
during the Qualified Election Period to direct the Plan to
distribute to him or on his behalf, a portion of his Account
Balance equal to his Diversification Amount. An Election
shall be made in, in writing, on a form to be supplied by
the Administrator for such purpose. A Participant shall
become a "Qualified Participant: on the first day on or
after which he has both attained age 55 and completed 10
years of participation in the Plan. The "Qualified Election
Period" shall be the 6-year period commencing with the Plan
Year in which the Participant first becomes a Qualified
Participant. During any one of the first 5 Plan Years of
the Qualified Election Period, the "Diversification Amount"
shall be an amount equal to the excess, if any, of 25% of:
(1) the number of shares of Stock credited to the
Qualified Participant's Account on or before the
last Anniversary Date preceding the Plan Year for
which such Election is made, less
(2) the number of shares of Stock previously
distributed to such Qualified Participant (or,
where he had requested a distribution in cash, the
number of shares of Stock in connection with such
a cash distribution to him).
In the last Plan Year of the Qualified Election Period, the
preceding sentence shall be applied by substituting "50%" for
"25%." In applying either such percentage, any resultant
fractional share under .5 shall be disregarded and any resultant
fractional share of .5 or more shall be considered as an
additional full share.
(b) Not later than 90 days after the close of each 90-day
period described in Section 14.3(a), the Administrator
shall implement such Qualified Participant's Election
by distributing to him Stock equal to the
Diversification Amount, or, if so directed by him, the
Administrator shall cause such Stock to be sold on the
open market and the net proceeds distributed to him, or
on his behalf, subject to Section 9.10.
(c) The Administrator shall have the sole responsibility
for and complete discretion in establishing and, if it
deems it necessary, amending the rules and procedures
governing the time and manner in which Qualified
Participants may make, modify or revoke any Election
pursuant to this Section 14.3. The discretion of the
Administrator in this regard shall only be limited by
the general requirement that such discretion be
exercised in a non-discriminatory manner and in
compliance with the requirements of Code Section
401(a)(28) and any regulations promulgated thereunder.
(d) The purpose of this Section 14.3 is to conform to the
requirements of Code Section 401(a)(28). To the extent
that this Section 14.3 is inconsistent with Section
401(a)(28), the provisions of Section 401(a)(28) shall
control.
4. Article XVIII, in the form attached hereto as Exhibit
A, is added to the Plan effective June 1, 1996.
IN WITNESS WHEREOF, the undersigned has caused this
instrument to be executed as of this 9th day of April, 1997.
RICHARDSON ELECTRONICS, LTD.
By /s/ William G. Seils
As Its Senior Vice President
EXHIBIT A
ARTICLE XVIII
REVISED VESTING PROVISIONS
18.1 Scope and Effective Date.
As to each Employee who is actively employed by the Employer
on or after June 1, 1996, the vested interest of such Employee in
his Account shall be determined in accordance with this Article
XVIII notwithstanding any other provision of the Plan to the
contrary; provided, however, Sections 8.1, 8.2, 8.3, 8.4, 8.7 and
8.8 of the Plan shall continue to apply.
18.2 Definitions.
For purposes of this Article XVIII, the following terms
shall have the meanings set forth, notwithstanding any definition
of any such term elsewhere in the Plan:
(a) "Break in Service" A Period of Severance of at least
12 consecutive months. In the case of an individual
who is absent from work for maternity or paternity
reasons, the 12-consecutive month period beginning on
the first anniversary of the first date of such absence
shall n to constitute a Break in Service. An "absence
from work for maternity or paternity reasons" shall
mean an absence (1) by reason of the pregnancy of the
individual, (2) by reason of the birth of a child of
the individual, (3) by reason of the placement of a
child with the individual in connection with the
adoption of such child by such individual, or (4) for
purposes of caring for such child for a period
beginning immediately following such birth or
placement.
(b) "Hour of Service" Each hour for which an Employee is
paid or entitled to payment for the performance of
duties for the Employer or a Related Employer.
(c) "Period of Service" An Employee's period of service
commencing on the date he first completes an Hour of
Service, and ending on the date a Break in Service
begins; provided, however, that for purposes of Section
18.2(c), any Employee to whom Section 18.4 applies
shall be deemed to have a hire date of May 31, 1997.
(d) "Period of Severance" A continuous period of time
during which an Employee is not employed by the
Employer. Such period begins on the date such Employee
retires, quits or is discharged, or if earlier, the 12-
month anniversary of the date on which such Employee
was otherwise first absent from service.
(e) "Years of Service" The number of whole years of an
Employee's Period of Service with the Employer or a
Related Employer.
18.3 General Vesting Rules.
(a) For purposes of determining his Years of Service, an
Employee shall receive credit for any Period of
Severance of less than 12 consecutive months.
Nonconsecutive Periods of Service shall be aggregated.
Additionally, fractional periods of a year shall be
expressed in terms of days, and less-than-whole-year
Periods of Service shall be aggregated on the basis
that 365 days of service shall equal a whole Year of
Service.
(b) In the case of a Participant who has 5 consecutive
Breaks in Service, all Years of Service after such
Breaks in Service shall be disregarded for the purpose
of determining his vesting in his Account balance which
accrued before such breaks, but both pre-break and
post-break service shall count for the purposes of
vesting the Employer-derived Account balance that
accrues after such breaks. Both such balances shall
share in the earnings and losses of the Trust.
(c) In the case of a Participant who does not have 5
consecutive Breaks in Service, both the pre-break and
post-break service shall count in vesting both the pre-
break and post-break Employer-derived Account balances.
(d) The excess of a Participant's Account Balance over his
Vested Account Balance shall be transferred from such
Participant's Employer Contribution Account to his
Forfeiture Suspense Account as of the date on which
such Participant incurs a Break in Service, and shall
be forfeited on the date on which such Participant
incurs 5 consecutive Breaks in Service. If such a
Participant returns to the employment of the Employer
or any Related Employer before incurring 5 consecutive
Breaks in Service, any amount transferred to his
Forfeiture Suspense Account from such his Employer
Contribution Account pursuant to the preceding sentence
shall be restored to his Employer Contribution Account.
(e) If a Participant receives a distribution of all or a
portion of his Employer Contribution Account Balance at
a time when it is possible for him to increase the
vested percentage of his Employer Contribution Account
(including a Participant who received a distribution
upon incurring a Termination of Employment and who
returns to the employment of the Employer or any
Related Employer before incurring at least 5
consecutive Breaks in Service), then such Participant's
Vested Account Balance at any time after he is re-
employed shall be determined by (1) increasing the
Participant's Employer Contribution Account Balance at
such time by the Adjusted Distribution (as hereafter
defined), (2) then multiplying the Employer
Contribution Account Balance (as so increased) by the
relevant vesting percentage under Section 8.4, and (3)
then subtracting the Adjusted Distribution from the
product obtained. The "Adjusted Distribution" shall be
equal to the amount of the distribution multiplied by a
fraction, the numerator of which is the Participant's
Account Balance at the time the formula is applied and
the denominator of which is the Account Balance
immediately following the distribution (without regard
to forfeitures).
(f) If a Participant returns to the employment of the
Employer or any Related Employer after incurring at
least 5 Breaks in Service, and such Participant did not
receive payment of the full amount of his Vested
Account Balance, his Vested Account Balance remaining
unpaid shall be placed in a separate Pre-Break Account
for the Participant. The Pre-Break Account shall be
treated in the same manner as the Employer Contribution
Account of the Participant, except that it shall not be
credited with the Employer's contributions and the
Participant shall be 100% vested in such Pre-Break
Account.
18.4 Transitional Rules
Each Employee described in Section 18.1 who was actively
employed by the Employer on May 31, 1996 shall receive credit for
a Period of Service equal to the sum of:
(a) A number of years equal to the number of Years of
Service credited to him under the Plan (determined
without regard to this Article XVIII) as of the
Computation Period ended May 31, 1996; and
(b) The greater of (1) the Period of Service which would be
credited to him under this Article XVIII during the
Computation Period ending May 30, 1997 or (2) the
service which would be taken into account under the
Plan (determined without regard to this Article XVIII)
during the Computation Period ended May 30, 1997.
In addition, each such Employee shall receive credit for service
determined under this Article XVIII commencing on May 31, 1997.