Exhibit 10(clxiv)
AMENDMENT NO. 2
TO THE
HAMILTON BEACH/PROCTOR-SILEX, INC.
UNFUNDED BENEFIT PLAN
(As Amended and Restated Effective January 1, 1995)
Hamilton Beach/Proctor-Silex, Inc. hereby adopts this Amendment No. 2 to
the Hamilton Beach/Proctor-Silex, Inc. Unfunded Benefit Plan (the "Plan").
Except as specifically provided herein, the provisions of this Amendment shall
be effective July 1, 1995. Words and phrases used herein with initial capital
letters which are defined in the Plan are used herein as so defined.
Section 1
Section 1.2(b) of the Plan is hereby amended by deleting the phrase
"Section 402(g)" and replacing it with the phrase "Section 402(g), 401(m)."
Section 2
Section 2.1 of the Plan is hereby amended in its entirety to read as
follows:
"SECTION 2.1. Account shall mean the record maintained in accordance with
Section 3.2 by the Company as the sum of the Participant's Excess 401(k)
Sub-Account and Excess Matching Sub-Account."
Section 3
Section 2.7 of the Plan is hereby amended by adding the phrase "and an
Excess Matching Benefit" after the phrase "an Excess 401(k) Benefit" therein.
Section 4
Section 2.10(b)(i) of the Plan is hereby amended in its entirety to read as
follows:
"(i) who is unable to make all of the Before-Tax Contributions that he
has elected to make to the Savings Plan, or who is unable to receive
the maximum amount of Post-1994 Matching Employer Contributions under
the Savings Plan, because of the limitations imposed under Code
Sections 402(g), 401(a)(17), 401(k)(3) or 401(m)."
Section 5
A new Section 3.2A is hereby added to the Plan, immediately following
Section 3.2, to read as follows:
"SECTION 3.2A. Excess Matching Benefits
(a) In General. A 401(k) Participant shall have credited to his Excess
Matching Sub-Account an amount equal to the Post-1994 Matching Employer
Contributions that he is prevented from receiving under the Savings Plan because
of the limitations imposed under Code Sections 401(g), 401(a)(17), 401(k)(3) and
401(m) (collectively, the "Excess Matching Benefits").
(b) Time of Payment. The Excess Matching Benefits, to the extent vested,
shall be paid (or commence to be paid) at the time specified in the Deferral
Election Form for payment of the Excess 401(k) Benefits to which the Excess
Matching Benefits relate."
Section 6
Section 3.3(a) of the Plan is hereby amended by adding the following phrase
to the end thereof: "and credits to an Excess Matching Sub-Account for the
Excess Matching Benefits described in Section 3.2A, which shall be credited to
the Sub-Account when a Participant is prevented from receiving Post-1994
Matching Employer Contributions under the Savings Plan."
Section 7
Sections 3.3(b) and (c) of the Plan are hereby amended by deleting the term
"Sub-Account" and replacing it with the term "Sub-Accounts" each time it appears
therein.
Section 8
Sections 4.1 and 4.2 of the Plan are hereby amended in their entirety to
read as follows:
"SECTION 4.1. For Active 401(K) Employees.
(a) For purposes of determining the earnings to be credited to a 401(k)
Employee's Account, such Account shall be divided into two additional
Sub-Accounts, the "7% Sub-Account" and the "Additional Sub-Account." The 7%
Sub-Account shall contain Excess 401(k) Benefits and Excess Matching Benefits
attributable to amounts deferred by a 401(k) Employee of up to 7% of his
Compensation, plus any earnings attributable thereto. The Additional Sub-Account
shall contain the Excess 401(k) Benefits and Excess Matching Benefits
attributable to amounts deferred by a 401(k) Employee in excess of 7% of his
Compensation, plus any earnings attributable thereto.
(b) At the end of each calendar month during a Plan Year, the 7%
Sub-Account of each 401(k) Employee who is employed by an Employer on December
31 of a Plan Year shall be credited with an amount determined by multiplying
such Participant's average 7% Sub-Account balance during such month by the
blended rate earned during such month by the Fixed Income Fund. Notwithstanding
the foregoing, in the event that the Adjusted ROE determined for such Plan Year
exceeds the rate credited to the Participant's 7% Sub-Account under the
preceding sentence, the Participant's 7% Sub-Account shall retroactively be
credited with the difference between (i) the amount determined under the
preceding sentence, and (ii) the amount determined by multiplying the
Participant's average 7% Sub-Account balance during each month of such Plan Year
by the Adjusted ROE determined for such Plan Year, compounded monthly.
(c) At the end of each calendar month during a Plan Year, the Additional
Sub-Account of each Participant who is employed by an Employer on December 31 of
such Year shall be credited with an amount determined by multiplying such
Participant's average Additional Sub-Account balance during such month by the
blended rate earned during such month by the Fixed Income Fund.
SECTION 4.2. For Terminated Employees. The Sub-Accounts of a Participant
who has terminated employment with the Controlled Group shall be credited with
earnings as described in Section 4.1, as modified by this Section 4.2, until
each Sub-Account has been distributed in full. The Adjusted ROE calculation
described in the second sentence of Section 4.1(b) shall be made during the
month in which the Participant terminates employment and shall be based on the
year-to-date Adjusted ROE for the month ending prior to the date the Participant
terminated employment, as calculated by the Company. For any subsequent month,
the Adjusted ROE calculation described in the second sentence of Section 4.1(b)
shall not apply. The Fixed Income Fund calculation described in the first
sentence of Section 4.1(b) and in Section 4.1(c) for the month in which the
Participant receives a distribution from his Sub-Account shall be based on the
blended rate earned during the preceding month by the Fixed Income Fund."
Section 9
Effective as of January 1, 1995, a new Section 4.4 is hereby added to the
Plan, immediately following Section 4.3, to read as follows:
"Section 4.4. Limitation on Earnings Assumption. Notwithstanding any
provision of the Plan to the contrary, in no event will the earnings rate
credited to Accounts hereunder exceed 14%."
Section 10
The first sentence of Article V of the Plan is hereby amended in its
entirety to read as follows:
"A Participant shall not become vested in his Excess Pension Benefit or
Excess Matching Benefit until he becomes vested in the Company-provided
benefit under the Cash Balance Plan or Savings Plan (as applicable) and
the Excess Pension Benefit or Excess Matching Benefit of a Participant
who is partially or fully vested under the Cash Balance Plan or Savings
Plan, respectively, shall at all times be vested hereunder to the
extent he is so vested."
Section 11
Section 6.1(b) of the Plan is hereby amended by (1) changing the title to
read as follows: "(b) Excess 401(k) and Matching Benefits", and (2) deleting the
phrase "Excess 401(k) Benefit" each time it appears therein and replacing it
with the term "Account."
Section 12
The second sentence of Section 7.1 of the Plan is hereby amended in its
entirety to read as follows:
"In the absence of such a designation and at any other time when there
is no existing Beneficiary designated hereunder, the Beneficiary of a
Participant for his Excess Pension Benefits and/or his Account shall be
his Beneficiary under the Cash Balance Plan and the Savings Plan,
respectively."
Section 13
Section 7.3(a)(ii) of the Plan is hereby amended in its entirety to read as
follows:
"(ii) Amount of Excess 401(k) and Matching Benefits. The Excess 401(k)
and Excess Matching Benefits payable to a Participant's Beneficiary
under this Plan shall be equal to such Participant's Account balance on
the date of the distribution of the Account to the Beneficiary."
Section 14
Section 7.3(b)(ii) of the Plan is hereby amended in its entirety to read as
follows:
"(ii) Excess 401(k) and Matching Benefits. The Excess 401(k) and Excess
Matching Benefits payable to a Beneficiary under this Plan shall be
paid as soon as practicable following the death of a Participant in the
form of a lump sum payment."
Executed this 30th day of June, 1995.
HAMILTON BEACH/PROCTOR-SILEX, INC.
By: Charles A. Bittenbender
Title: Assistant Secretary