Exhibit 10.11
THIRD AMENDMENT TO
THE C&D TECHNOLOGIES, INC. PENSION
PLAN FOR SALARIED EMPLOYEES
THIS THIRD AMENDMENT is made on this 19th of March 2004, by C&D
Technologies, Inc., a corporation duly organized and existing under the laws of
the State of Pennsylvania (hereinafter called the "Company").
INTRODUCTION
WHEREAS, the Company maintains the C&D Technologies, Inc. Pension Plan for
Salaried Employees (the "Salaried Plan").
WHEREAS, the Company desires to amend the Plan to comply with the Internal
Revenue Service's final regulations concerning special rules under Internal
Revenue Code Section 417(a)(7) for written explanations provided by qualified
retirement plans after annuity starting dates.
WHEREAS, the Company also desires to amend the Plan to reflect a change in
the minimum distribution rules required by the Internal Revenue Service pursuant
to Revenue Procedure 2002-29 to maintain the tax-qualified status of the Plan.
AMENDMENT
NOW, THEREFORE, effective January 1, 2004, the Company hereby amends the
Plan as follows:
1. By deleting the existing Section 1.11 and substituting therefor the
following:
"1.11 Annuity Starting Date
The first day of the period after delivery to a Member of
the written explanation required by Plan Section 6.3(b), for
which an amount is scheduled to commence as an annuity or in
any other form. If pension payments in any form are
suspended after the Normal Retirement Date in accordance
with Plan Section 11.6, the re-commencement of pension
payments shall not be treated as a new `Annuity Starting
Date.'"
2. By deleting Section 4.7 effective January 1, 2003 and substituting therefor
the following:
"4.7 Code Section 401(a)(9) Provisions
(a) General Rules.
(1) Effective Date and Precedence. The provisions of
this Section 4.7 will apply for purposes of determining
required minimum distributions for calendar years beginning
with the 2003 calendar year. The provisions of this Section
4.7 will take precedence over any inconsistent provisions of
the Plan.
(2) Requirements of Treasury Regulations Incorporated.
All distributions required under this Section 4.7 will be
determined and made in accordance with the Treasury
Regulations promulgated under Code Section 401(a)(9).
(3) TEFRA Section 242(b)(2) Elections. Notwithstanding
the provisions of this Section 4.7, distributions may be
made under a designation made before January 1, 1984, in
accordance with Section 242(b)(2) of the Tax Equity and
Fiscal Responsibility Act (TEFRA) and the provisions of the
Plan that relate to Section 242(b)(2) of TEFRA.
(b) Time and Manner of Distribution.
(1) Required Beginning Date. The Member's entire
interest will be distributed, or begin to be distributed, to
the Member no later than the Member's Required Beginning
Date.
(2) Death of Member Before Distributions Begin. If the
Member dies before distributions begin, the Member's entire
interest will be distributed, or begin to be distributed, no
later than as follows:
(i) If the Member's Spouse is the Member's sole
Designated Beneficiary, then distributions to the Spouse
will begin by December 31 of the calendar year immediately
following the calendar year in which the Member died, or by
December 31 of the calendar year in which the Member would
have attained age 70 1/2, if later.
(ii) If the Member's Spouse is not the Member's sole
Designated Beneficiary, then distributions to the Designated
Beneficiary will begin by December 31 of the calendar year
immediately following the calendar year in which the Member
died.
(iii) If there is no Designated Beneficiary as of
September 30 of the year following the year of the Member's
death, the Member's entire interest will be distributed by
December 31 of the calendar year containing the fifth
anniversary of the Member's death.
(iv) If the Member's Spouse is the Member's sole
Designated Beneficiary and the Spouse dies after the Member
but before distributions to the Spouse begin, this
Subsection (b)(2), other than this Subsection (b)(2)(i),
will apply as if the Spouse were the Member.
For purposes of this Subsection (b)(2) and Subsection (e) of Section
4.7, unless Subsection (b)(2)(iv) of this Section 4.7 applies,
distributions are considered to begin on the Member's Required Beginning
Date. If Subsection (b)(2) of this Section 4.7 applies, distributions are
considered to begin on the date distributions are required to begin to the
Spouse under Subsection (b)(2)(i) of this Section 4.7. If distributions
under an annuity purchased from an insurance company irrevocably commence
to the Member before the Member's Required Beginning Date (or to the
Member's Spouse before the date distributions are required to begin to the
Spouse under Section (b)(2)(i)), the date distributions are considered to
begin is the date distributions actually commence.
(3) Form of Distribution. Unless the Member's interest
is distributed in the form of an annuity purchased from an
insurance company or in a single sum on or before the
Required Beginning Date, as of the first Distribution
Calendar Year, distributions will be made in accordance with
Subsections (c), (d) and (e) of this Section 4.7. If the
Member's interest is distributed in the form of an annuity
purchased from an insurance company, distributions
thereunder will be made in accordance with the requirements
of Section 401(a)(9) of the Code and Treasury Regulations
promulgated thereunder. Any part of the Member's interest
which is in the form of an individual account as described
in Code Section 414(k) will be distributed in a manner
satisfying the requirements of Code Section 401(a)(9) and
Treasury Regulations promulgated thereunder that apply to
individual accounts.
(c) Determination of Amount to be Distributed Each Year.
(1) General Annuity Requirements. If the Member's
interest is paid in the form of annuity distributions under
the Plan, payments under the annuity will satisfy the
following requirements:
(i) the annuity distributions will be paid in periodic
payments made at intervals not longer than one year;
(ii) the distribution period will be over a life (or
lives) or over a period certain not longer than the period
described in Subsection (d) or (e) of this Section 4.7;
(iii) once payments have begun over a period certain,
the period certain will not be changed even if the period
certain is shorter than the maximum permitted;
(iv) payments will either be nonincreasing or increase
only as follows:
(A) by an annual percentage increase that does not
exceed the annual percentage increase in a cost-of-living
index that is based on prices of all items and issued by the
Bureau of Labor Statistics;
(B) to the extent of the reduction in the amount of the
Member's payments to provide for a survivor benefit upon
death, but only if the Beneficiary whose life was being used
to determine the distribution period described in Subsection
(d) of this Section 4.7 dies or is no longer the Member's
Beneficiary pursuant to a qualified domestic relations order
within the meaning of Code Section 414(p);
(C) to provide cash refunds of employee contributions
upon the Member's death; or
(D) to pay increased benefits that result from a Plan
amendment.
(2) Amount Required to be Distributed by Required
Beginning Date. The amount that must be distributed on or
before the Member's Required Beginning Date (or, if the
Member dies before distributions begin, the date
distributions are required to begin under Subsection
(b)(2)(i) or (ii) of this Section 4.7) is the payment that
is required for one payment interval. The second payment
need not be made until the end of the next payment interval
even if that payment interval ends in the next calendar
year. Payment intervals are the periods for which payments
are received (e.g., bimonthly, monthly, semi-annually, or
annually). All of the Member's benefit accruals as of the
last day of the first Distribution Calendar Year will be
included in the calculation of the amount of the annuity
payments for payment intervals ending on or after the
Member's Required Beginning Date.
(3) Additional Accruals After First Distribution
Calendar Year. Any additional benefits accruing to the
Member in a calendar year after the first Distribution
Calendar Year will be distributed beginning with the first
payment interval ending in the calendar year immediately
following the calendar year in which such amount accrues.
(d) Requirements for Annuity Distributions that Commence
During Member's Lifetime.
(1) Joint Life Annuities Where the Beneficiary Is Not
the Member's Spouse. If the Member's interest is being
distributed in the form of a joint and survivor annuity for
the joint lives of the Member and a nonspouse Beneficiary,
annuity payments to be made on or after the Member's
Required Beginning Date to the Designated Beneficiary after
the Member's death must not at any time exceed the
applicable percentage of the annuity payment for such period
that would have been payable to the Member using the table
set forth in Q&A-2 of Treasury Regulation Section
1.401(a)(9)-6T. If the form of distribution combines a joint
and survivor annuity for the joint lives of the Member and a
nonspouse Beneficiary and a period certain annuity, the
requirement in the preceding sentence will apply to annuity
payments to be made to the Designated Beneficiary after the
expiration of the period certain.
(2) Period Certain Annuities. Unless the Member's
Spouse is the sole Designated Beneficiary and the form of
distribution is a period certain and no life annuity, the
period certain for an annuity distribution commencing during
the Member's lifetime may not exceed the applicable
distribution period for the Member under the Uniform
Lifetime Table set forth in Treasury Regulation Section
1.401(a)(9)-9 for the calendar year that contains the
annuity starting date. If the annuity starting date precedes
the year in which the Member reaches age 70, the applicable
distribution period for the Member is the distribution
period for age 70 under the Uniform Lifetime Table set forth
in Treasury Regulation Section 1.401(a)(9)-9 plus the excess
of 70 over the age of the Member as of the Member's birthday
in the year that contains the annuity starting date. If the
Member's Spouse is the Member's sole Designated Beneficiary
and the form of distribution is a period certain and no life
annuity, the period certain may not exceed the longer of the
Member's applicable distribution period, as determined under
this Section 4(b), or the joint life and last survivor
expectancy of the Member and the Member's Spouse as
determined under the Joint and Last Survivor Table set forth
in Treasury Regulation Section 1.401(a)(9)-9, using the
attained ages of the Member and the Member's Spouse as of
the birthday of the Member and the Member's Spouse in the
calendar year that contains the annuity starting date.
(e) Requirements for Minimum Distributions Where Member Dies
Before Date Distributions Begin
(1) Member Survived by Designated Beneficiary. If the
Member dies before the date distribution of his or her
interest begins and there is a Designated Beneficiary, the
Member's entire interest will be distributed, beginning no
later than the time described in Subsection (b)(2)(i) or
(ii) of this Section 4.7, over the life of the Designated
Beneficiary or over a period certain not exceeding:
(i) unless the annuity starting date is before the
first Distribution Calendar Year, the Life Expectancy of the
Designated Beneficiary determined using the Beneficiary's
age as of the Beneficiary's birthday in the calendar year
immediately following the calendar year of the Member's
death; or
(ii) if the annuity starting date is before the first
Distribution Calendar Year, the Life Expectancy of the
Designated Beneficiary determined using the Beneficiary's
age as of the Beneficiary's birthday in the calendar year
that contains the annuity starting date.
(2) No Designated Beneficiary. If the Member dies
before the date distributions begin and there is no
Designated Beneficiary as of September 30 of the year
following the year of the Member's death, distribution of
the Member's entire interest will be completed by December
31 of the calendar year containing the fifth anniversary of
the Member's death.
(3) Death of Surviving Spouse Before Distributions to
Surviving Spouse Begin. If the Member dies before the date
distribution of his or her interest begins, the Member's
Spouse is the Member's sole Designated Beneficiary, and the
Spouse dies before distributions to the Spouse begin, this
Subsection (e) will apply as if the Spouse were the Member,
except that the time by which distributions must begin will
be determined without regard to Subsection (b)(2)(i) of this
Section 4.7.
(f) Definitions. As used in this Section 4.7, the following
words and phrases shall have the meaning set forth below:
(1) Designated Beneficiary. The individual who is
designated as the Beneficiary under Section 1.14 of the Plan
and is the Designated Beneficiary under Code Section
401(a)(9) and Treasury Regulation Section 1.401(a)(9)-1,
Q&A-4.
(2) Distribution Calendar Year. A calendar year for
which a minimum distribution is required. For distributions
beginning before the Member's death, the first Distribution
Calendar Year is the calendar year immediately preceding the
calendar year which contains the Member's Required Beginning
Date. For distributions beginning after the Member's death,
the first Distribution Calendar Year is the calendar year in
which distributions are required to begin pursuant to
Subsection (b)(2) of this Section 4.7.
(3) Life Expectancy. Life Expectancy as computed by use
of the Single Life Table in Treasury Regulations Section
1.401(a)(9)-9.
(4) Required Beginning Date. The April 1st following
the later of the calendar year in which the Member attains
70 1/2 or terminates employment with the Related Companies;
provided, however, that if the Member is a "5% owner" (as
defined in Code Section 416), the required beginning date is
April 1st following the calendar year in which the member
attains 70 1/2."
3. By replacing the phrase "Annuity Starting Date" wherever it appears in
Section 5.2 with the phrase "date benefits actually commence."
4. By replacing the phrase "Annuity Starting Date" wherever it appears in
Section 6.2 with the phrase "date benefits actually commence."
5. By deleting the existing last sentence of Section 6.3(a) and substituting
therefor the following:
"Provided that the Member receives the explanation of the
Qualified Joint and Survivor Pension prior to such Member's
Annuity Starting Date, a Member may elect to waive the thirty
(30) day minimum notice period by delivering to the Plan
Administrator a form prescribed by the Plan Administrator for
such purpose, provided, however, that such Member may revoke such
waiver within seven (7) days of its receipt by the Plan
Administrator."
6. By deleting the existing first paragraph of Section 6.4 and substituting
therefor the following:
"In lieu of the Normal Form of Payment or Alternate Normal Form
of Payment, a Member other than a Vested Member (except for the
provisions of Plan Section 6.8) or a Member retiring on a
disability retirement may elect an optional form of payment,
subject to the provisions of Plan Section 6.3. The optional form
of benefit will be the Actuarial Equivalent of the Normal Form of
Payment by application of the reduction factors described in
Appendix A. A Member may also change or revoke an election
previously made, subject to the spousal consent provisions of
Plan Section 6.3. A written application to elect, change or
revoke an optional form of payment must be filed by the Member
prior to the Member's Annuity Starting Date, or if the conditions
of Section 6.13 are met, the Member's `Retroactive Annuity
Starting Date.' The optional forms of benefit are:"
7. By replacing the phrase "Annuity Starting Date" wherever it appears in
Section 6.5 with the phrase "date benefits actually commence."
8. By deleting the existing Section 6.6 and substituting therefor the following:
"6.6 Life Annuity with 120 Monthly Payments Guaranteed Option
(a) Under the Life Annuity with 120 Monthly Payments Guaranteed
Option, a Member may elect to receive a reduced retirement
benefit by application of the reduction factor described in
Appendix A payable for life provided, however, that subsequent to
the Annuity Starting Date, or, if applicable, the `Retroactive
Annuity Starting Date' as described in Section 6.13, not less
than 120 monthly payments of such reduced retirement benefit
payments shall be made to the Member and/or the Beneficiary named
by the Member. A Member may name one or more contingent
Beneficiaries to receive the benefits under this Option in the
event of the death of the primary Beneficiary.
(b) In the event of the death of both the Member and designated
Beneficiary, subsequent to the Annuity Starting Date, or, if
applicable, the `Retroactive Annuity Starting Date' as described
in Section 6.13, and before all the guaranteed payments have been
made to the Member and/or Beneficiary, the commuted value
determined in accordance with Appendix A of the remainder of the
120 guaranteed payments shall be paid in a lump sum;
(i) to the designated contingent Beneficiary if living, or
(ii) if no contingent Beneficiary is designated or living, to the
estate of the last to survive of the Member or the Beneficiary."
9. By adding the following new Section 6.13:
"6.13 Retroactive Annuity Starting Date
Notwithstanding any other provisions of the Plan, if the
requirements of this Section 6.13 are met, a Member may elect to
receive his benefit based on his `Retroactive Annuity Starting
Date' in any form of payment under the Plan with the exception of
a lump sum under Plan Section 6.8. A Member's Retroactive Annuity
Starting Date is a date for which benefit payments under the Plan
may commence that occurs on or before the date the written
explanation required by Plan Section 6.3(a) is provided to the
Member.
The future periodic payments made to a Member who elects the
Retroactive Annuity Starting Date must be the same as the future
periodic payments that would have been paid to the Member had the
payments actually commenced on the Retroactive Annuity Starting
Date.
The first payment to a Member who elects a Retroactive Annuity
Starting Date shall be equal to such Member's monthly annuity
payment plus an amount equal to each monthly annuity payment
missed during the period from the Retroactive Annuity Starting
Date to the date of the actual payment, plus interest based on
the interest rate used to determine Actuarial Equivalent under
the Plan through the actual date in which annuity payments
actually commence.
In the event that the Member's election of the Retroactive
Annuity Starting Date would reduce monthly payment of the
survivor annuity payable to the Member's Spouse, then the
Member's election of a Retroactive Annuity Starting Date will
require the Spouse's written consent in the form and manner
described in Section 6.3(b). For the purposes of this Section
6.13, the person who constitutes a Member's Spouse shall be
determined on the date the first payment is made to the Member
pursuant to his election of a Retroactive Annuity Starting Date.
The distribution of the Member's benefits pursuant to the elected
Retroactive Annuity Starting Date must satisfy the requirements
of Plan Section 5.4 as of such Retroactive Annuity Starting Date.
In the event that the Retroactive Starting Date elected by a
Member is more than twelve months prior the date distribution
actually commences, then the distribution of benefits elected by
the Member must also satisfy the requirements of Plan Section 5.4
as of the date distribution commences.
The Plan Administrator shall provide each Member who elects a
Retroactive Annuity Starting Date with the written explanation
required under Plan Section 6.3(a) at least thirty (30) days and
not earlier than ninety (90) days prior to the date the Member's
benefits actually commence.
The election of a Retroactive Annuity Starting Date and the
optional form of Pension, if applicable, shall be in writing on a
form approved by the Plan Administrator and submitted to the Plan
Administrator, and shall become effective on the date benefits
actually commence."
10. By deleting the existing Section 7.1(d) and substituting therefor the
following:
"(d) Upon receipt of retirement benefits the Member shall become
a Retired Member and, in accordance with Article VI, there shall
be payable a monthly Normal Form of retirement benefit equal to
such Member's Accrued Benefit, reduced by 1/2 of 1% for each
completed month by which the Annuity Starting Date, or, if
applicable, the `Retroactive Annuity Starting Date' as described
in Section 6.13, precedes the Member's Normal Retirement Date."
Except as specifically amended hereby, the Plan shall remain in full force
and effect as prior to this Third Amendment.
IN WITNESS WHEREOF, the Company has executed this Third Amendment as of the
day and year first above written.
COMPANY:
C&D TECHNOLOGIES, INC.
By: /s/ Kevin D. Burgess
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Title: VP Human Resouces
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