Exhibit 10.2
THIRD AMENDMENT TO
C&D TECHNOLOGIES SAVINGS PLAN
WHEREAS, C&D Technologies, Inc. (the "Sponsor") adopted the C&D
Technologies Savings Plan (the "Plan"), most recently amended and restated
effective October 1, 1997, and
WHEREAS, the Sponsor desires to amend the Plan;
NOW, THEREFORE, the Sponsor amends the Plan as follows, effective
January 1, 2001:
1. The Preamble of the Plan is hereby amended by adding the following
paragraph to the end thereof:
Effective January 1, 2001, the C&D Technologies Savings Plan for Hourly
Employees is merged into and made a part of the Plan.
2. The second paragraph of the definition of "Compensation" in Section
1.1 of the Plan is amended to read as follows:
Notwithstanding the foregoing, Compensation shall not include (i)
severance pay, or (ii) the value of any qualified or non-qualified
stock option granted to the Participant by his Employer to the extent
such value is includible in the Participant's taxable income
3. The definition of "Employee" in Section 1.1 of the Plan is amended
and restated to read, in its entirety, as follows:
An "Employee" means any employee of an Employer other than a leased
employee or an employee who is covered by a collective bargaining
agreement to the extent that benefits were the subject of good faith
bargaining unless the collective bargaining agreement provides
otherwise.
4. Section 3.1 of the Plan is amended by adding the following to the
end thereof:
Notwithstanding the foregoing, an Employee hired on or after January 1,
2001 who is classified as a salaried employee shall become an Eligible
Employee for purposes of participating in the "fixed salaried
Profit-Sharing Contribution" portion of the Plan as of the Enrollment
Date next following his date of hire.
5. Section 4.1 of the Plan is amended by adding the following to the
end thereof:
If at the time he becomes an Eligible Employee an Employee has not
affirmatively elected to have Tax-Deferred Contributions made to the
Plan on his behalf in accordance with the provisions of Sections 4.1
and 4.2, his Employer shall make Tax-Deferred Contributions on his
behalf in an amount equal to three percent of the Eligible Employee's
Compensation. The Compensation otherwise payable to an Eligible
Employee on whose behalf Tax-Deferred Contributions are made in
accordance with the provisions of this Section shall be reduced by the
amount of such Tax-Deferred Contributions.
As of the date he becomes an Eligible Employee, an Eligible Employee to
whom this Section would otherwise apply may affirmatively elect, in
accordance with rules prescribed by the Administrator, not to have
Tax-Deferred Contributions made on his behalf in accordance with the
provisions of this Section. Such affirmative election must be recorded
with the Administrator either prior to the date the Employee becomes an
Eligible Employee or within a reasonable period of time following such
date, but not later than the first date Compensation subject to
reduction hereunder becomes available to the Eligible Employee.
An Eligible Employee shall have a reasonable period following his
receipt of the automatic reduction notice described in Section 4.9 and
before the first date Compensation subject to the automatic reduction
becomes available to him in which to make an affirmative election
hereunder. If an Eligible Employee does not make the affirmative
election described herein within the prescribed time period,
Tax-Deferred Contributions shall continue to be made on his behalf in
accordance with the provisions of this Section until the Eligible
Employee elects either to change the amount of his Compensation that
his Employer contributes as Tax-Deferred Contributions or to have
Tax-Deferred Contributions suspended, as provided in this Article.
At the time an Employee becomes an Eligible Employee, the Administrator
shall provide the Eligible Employee with a notice explaining the
automatic reduction in his Compensation for purposes of making
Tax-Deferred Contributions in accordance with the preceding Section and
the Employee's right to affirmatively elect either a different
reduction amount or no reduction. The notice shall describe the
procedures for making such an election and the period in which such an
election may be made. In addition, the Administrator shall provide
annual notice to Eligible Employees of the amount by which their
Compensation is being reduced for purposes of making Tax-Deferred
Contributions, if any, and their right to change, and the procedure for
changing, such amount as provided in the Plan.
6. Section 6.1 of the Plan is amended and restated to read, in its
entirety, as follows:
6.1 CONTRIBUTION PERIOD
The Contribution Period for Matching Contributions under the Plan shall
be each payroll period. The Contribution Period for Profit-Sharing
Contributions under the Plan shall be each Plan Year.
7. Section 6.2 of the Plan is amended and restated to read, in its
entirety, as follows:
6.2 PROFIT-SHARING CONTRIBUTIONS
Each Employer may, in its discretion, make a "discretionary salaried
Profit-Sharing Contribution" to the Plan for the Contribution Period in
an amount determined by the Sponsor.
Each Employer shall make a "fixed salaried Profit-Sharing Contribution"
to the Plan for the Contribution Period on behalf of each "eligible
salaried Employee" equal to 4% of such "eligible salaried Employee's"
Compensation for the Contribution Period. For purposes of this Article,
the term "eligible salaried Employee" means any Eligible Employee
classified as a salaried employee by his Employer who is eligible to
share in the allocation of Profit-Sharing Contributions pursuant to the
provisions of this Article and who either (i) is hired by an Employer
on or after January 1, 2001, or (ii) is hired by an Employer on or
after January 1, 2000 and, prior to January 1, 2001, opts out of
participation in the C&D Technologies, Inc. Pension Plan for Salaried
Employees, effective January 1, 2001. Notwithstanding any other
provision of the Plan to the contrary, Compensation with respect to any
period ending prior to the date on which an Employee first became
eligible to participate in the allocation of Profit-Sharing
Contributions shall be disregarded in determining the amount of the
"eligible salaried Employee's" allocable share of any "fixed salaried
Profit-Sharing Contribution."
Each Employer may, in its discretion, make a "discretionary hourly
Profit-Sharing Contribution" to the Plan for the Contribution Period in
an amount determined by the Sponsor.
Each Employer shall make a "mandatory hourly Profit-Sharing
Contribution" to the Plan for the Contribution Period on behalf of each
Eligible Employee who is classified as an hourly employee by his
Employer and who is eligible to participate in the allocation of
Profit-Sharing Contributions as determined under this Article equal to
the appropriate percentage of his Compensation for the Contribution
Period which varies based upon his years of Vesting Service as of the
end of the Contribution Period, as follows:
Years of Vesting Service % of Compensation
------------------------ -----------------
0-5 2.5%
6-10 3.0%
11-20 3.5%
21 and greater 4.5%
Notwithstanding any other provision of the Plan to the contrary,
Compensation with respect to any period ending prior to the date on
which an Employee first became eligible to participate in the
allocation of Profit-Sharing Contributions shall be disregarded in
determining the amount of the hourly Employee's allocable share of any
"mandatory hourly Profit-Sharing Contribution."
8. Section 6.3 of the Plan is amended and restated to read, in its
entirety, as follows:
6.3 ALLOCATION OF PROFIT-SHARING CONTRIBUTIONS
Any "discretionary salaried Profit-Sharing Contribution" made for a
Contribution Period shall be allocated among the Employees who are (i)
eligible to participate in the allocation of Profit-Sharing
Contributions for the Contribution Period, as determined under this
Article, and (ii) classified as salaried employees. The allocable share
of each such salaried Employee shall be in the ratio which his
Compensation from the Employers for the Contribution Period bears to
the aggregate of such Compensation for all such salaried Employees.
Notwithstanding any other provision of the Plan to the contrary,
Compensation with respect to any period ending prior to the date on
which a salaried Employee first became eligible to participate in the
allocation of Profit-Sharing Contributions shall be disregarded in
determining the amount of the salaried Employee's allocable share in
any "discretionary salaried Profit-Sharing Contribution.
Any "fixed salaried Profit-Sharing Contribution" made for a
Contribution Period shall be allocated among "eligible salaried
Employees." The allocable share of each such "eligible salaried
Employee" in any "fixed salaried Profit-Sharing Contribution" shall be
determined in accordance with Section 6.2.
Any "discretionary hourly Profit-Sharing Contribution" made for a
Contribution Period shall be allocated among the Employees who are (i)
eligible to participate in the allocation of Profit-Sharing
Contributions for the Contribution Period, as determined under this
Article, and (ii) classified as hourly employees. The allocable share
of each such hourly Employee shall be in the ratio which his
Compensation from the Employers for the Contribution Period bears to
the aggregate of such Compensation for all such hourly Employees.
Notwithstanding any other provision of the Plan to the contrary,
Compensation with respect to any period ending prior to the
date on which an hourly Employee first became eligible to participate
in the allocation of Profit-Sharing Contributions shall be disregarded
in determining the amount of the hourly Employee's allocable share in
any "discretionary hourly Profit-Sharing Contribution".
Any "mandatory hourly Profit-Sharing Contribution" made for a
Contribution Period shall be allocated among the Employees who are (i)
eligible to participate in the allocation of Profit-Sharing
Contributions for the Contribution Period, as determined under this
Article, and (ii) classified as hourly Employees. The allocable share
of each such hourly Employee in any "mandatory hourly Profit-Sharing
Contribution" shall be determined in accordance with Section 6.2.
9. Section 6.6 of the Plan is amended and restated to read, in its
entirety, as follows:
6.6 MATCHING CONTRIBUTIONS
(a) Each Employer may make a Matching Contribution to the Plan for
each payroll period in an amount equal to the percentage,
determined by the Sponsor, in its discretion, for the
Contribution Period, of the Tax-Deferred Contributions for the
payroll period made on behalf of its Employees during the
payroll period who are eligible to participate in the
allocation of Matching Contributions for the payroll period,
other than hourly employees, as determined under this Article.
(b) The Sponsor shall make a Matching Contribution to the Plan for
the period beginning March 1, 1999 and ending December 31,
1999 in an amount equal to 50 percent of the aggregate
"eligible Tax-Deferred Contributions" made on behalf of
Employees who immediately prior to March 1, 1999 were
employed by the Dynasty Division of Johnson Controls, Inc.
For purposes of this Article, "eligible Tax-Deferred
Contributions" with respect to an Employee means the
deferral contributions made on his behalf for the period
March 1, 1999 through December 31, 1999 to the Johnson
Controls Savings and Investment (401K) Plan in an amount up
to, but not exceeding, the "match level". For purposes of
this paragraph, the "match level" means 8 percent of an
Employee's Compensation for the period beginning March 1,
1999 and ending December 31, 1999.
10. Effective March 1, 1999, Section 6.7 of the Plan is amended and
restated to read, in its entirety, as follows:
6.7 ALLOCATION OF MATCHING CONTRIBUTIONS
Any Matching Contribution made by an Employer for the payroll period
pursuant to Section 6.6(a) shall be allocated among its Employees
during the payroll period who are eligible to participate in the
allocation of Matching Contributions for the payroll period, other than
hourly employees, as determined under this Article. The allocable share
of each such Employee shall be an amount equal to the percentage
determined by the Sponsor of the Tax-Deferred Contributions made on his
behalf for the payroll period.
The Matching Contribution made by the Sponsor pursuant to Section
6.6(b) shall be allocated among the employees during the period
beginning March 1, 1999 and ending December 31, 1999 who are eligible
to participate in the allocation of such Matching Contributions as
determined under Section 3.1 and 6.6(b). The allocable share of each
such Employee shall be an amount equal to 50 percent of the "eligible
Tax-Deferred Contributions" made on his behalf.
11. Section 6.10 of the Plan is amended and restated to read, in its
entirety, as follows:
6.10 ELIGIBILITY TO PARTICIPATE IN ALLOCATION
Each Employee shall be eligible to participate in the allocation of
Employer Contributions beginning on the date he becomes, or again
becomes, an Eligible Employee in accordance with the provisions of
Article III. Notwithstanding the foregoing, no person shall be eligible
to participate in the allocation of Profit-Sharing Contributions for a
Contribution Period unless (i) he is employed by an Employer or a
Related Company on the last day of the Contribution Period and (ii) he
has completed at least 1,000 Hours of Service during the Contribution
Period; provided, however, that the foregoing provisions shall not
apply to a person who terminates employment during the Contribution
Period on or after his Normal Retirement Date or because of death or
physical or mental disability as defined in Section 6.11.
12. Article X of the Plan is amended by adding the following Section
10.4 to the end thereof:
Section 10.4 INVESTMENT OF "FIXED SALARIED AND MANDATORY HOURLY
PROFIT-SHARING CONTRIBUTIONS"
Notwithstanding any provision herein to the contrary, (i) 50 percent of
the amount credited to a Participant's Profit-Sharing Contributions
Sub-Account that is attributable to "fixed salaried Profit-Sharing
Contributions", as defined in Article VI, and (ii) one-half of one
percent (0.05) of the amount credited to a Participant's Profit-Sharing
Contributions Sub-Account that is attributable to "mandatory hourly
Profit-Sharing Contributions", as defined in Article VI, shall be
invested in the Company Stock Fund; provided, however, that upon
attaining age 50, a Participant is permitted to transfer such amounts
out of the Company Stock Fund and into any other Investment Funds
offered under the Plan in accordance with the rules prescribed by the
Administrator.
13. Section 13.3 of the Plan is amended by adding the following
paragraph to the end thereof:
Notwithstanding the foregoing, no Participant shall be permitted to
make a hardship withdrawal of amounts held in his Profit-Sharing
Contributions Sub-Account on or after January 1, 2001.
14. The last indented paragraph of Section 13.5 of the Plan relating to
restrictions on withdrawals of After-Tax Contributions is amended to read as
follows:
A Participant who makes a withdrawal from his After-Tax Contributions
Sub-Account prior to attaining age 59 1/2 may not make a further
withdrawal of After-Tax Contributions under this Article during the
remainder of the calendar quarter in which the withdrawal is effective.
15. Section 16.2 of the Plan is amended and restated to read, in its
entirety, as follows:
16.2 NORMAL FORM OF PAYMENT
Except as otherwise provided in Section 16.6, unless a Participant, or
his Beneficiary, if the Participant has died, elects one of the
optional forms of payment, distribution shall be made to the
Participant, or his Beneficiary, as the case may be, in a single sum
payment. Distribution of the Fair Market Value of the Participant's
Separate Account shall be made in cash or in kind, as elected by the
Participant.
16. Section 16.3 of the Plan is amended by adding the following
paragraph to the end thereof:
Notwithstanding the foregoing, the installment payment and annuity
contract methods of payment will cease to be available after December
31, 2000 or, if later, the earliest date after December 31, 2000 on
which such forms of payment are legally permitted to be eliminated.
IN WITNESS WHEREOF, the Sponsor has executed this instrument this 28th
day of November, 2000.
C&D Technologies, Inc.
By: /s/ Mark Z. Sappir
-----------------------------
Title: VP, Human Resources