EXHIBIT 10.24
AMENDMENT 1997-I
TO
EMCON
DEFERRED COMPENSATION PLAN
EMCON, a California corporation (the "Company"), pursuant to
the power granted to it by Section 11.2 of the EMCON Deferred Compensation Plan
(the "Plan"), hereby amends the Plan, as follows, effective as of February 22,
1997:
1. Section 1.1 is amended in its entirety to read as follows:
""Account Balance" shall mean, with respect to a Participant, a credit
on the records of the Employer equal to the sum of (i) the Deferral
Account balance, and (ii) the vested Company Contribution Account
balance. The Account Balance, and each other specified account balance,
shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amounts to be paid
to a Participant, or his or her designated Beneficiary, pursuant to
this Plan."
2. A new Section 1.11A is added as follows:
""Company Contribution Account" shall mean (i) the sum of the
Participant's Discretionary Company Contribution Amounts, plus (ii)
interest credited in accordance with all the applicable interest
crediting provisions of this Plan that relate to the Participant's
Company Contribution Account, less (iii) all distributions made to the
Participant of his or her Beneficiary pursuant to this Plan that relate
to the Participant's Company Contribution Account."
3. A new Section 1.15A is added as follows:
""Discretionary Company Contribution Amount" shall mean, for any one
Plan Year, the amount determined in accordance with Section 3.4A."
4. A new Section 1.17A is added as follows:
""Index Rate" shall mean, for each Plan Year, an interest rate, which
may be positive or negative, determined by the Committee, in its sole
discretion, that, unless otherwise indicated by the Committee, shall be
equal to a rate based on an index announced by the Committee prior to
the beginning of the Plan Year."
5. A new Section 3.4A is added as follows:
"Discretionary Company Contribution Amount. For each Plan Year, an
Employer, in its sole discretion, may, but is not required to, credit
any amount it desires to any Participant's Company Contribution Account
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under this Plan, which amount shall be for that Participant the
Discretionary Company Contribution Amount for that Plan Year. The
amount so credited to a Participant may be smaller or larger than the
amount credited to any other Participant, and the amount credited to
any Participant for a Plan Year may be zero, even though one or more
other Participants receive an Discretionary Company Contribution
Amount, if any, shall be credited as of the first day of the Plan
Year."
6. Section 3.5 is amended in its entirety to read as follows:
"Interest Crediting Prior to Distribution.
(a) Interest shall be credited and compounded annually
for each Plan Year prior to any distribution of
benefits under Articles 4, 5, 6, 7 or 8 as follows:
(i) on a Participant's Deferral Account, based upon
the Crediting Rate for each Plan Year, and (ii) on
a Participant's Company Contribution Account, based
upon the Crediting Rate for each Plan Year,
except to the extent the Participant otherwise elects
under Section 3.5(b) below. On a Participant's
Deferral Account, nterest shall be credited as
though the Annual Deferral Amount for that Plan Year
was withheld at the beginning of the Plan Year or,
in the case of the first year of Plan
participation, was withheld on the date that the
Participant commenced participation in the Plan.
On a Participant's Company Contribution Account,
interest shall be credited as though the
Discretionary Company Contribution Amount, if
any, was credited at the beginning of the Plan Year
to which it relates. In the event of Retirement,
Disability, death or a Termination of Employment
prior to the end of a Plan Year, the basis for that
year's interest crediting will be a fraction of
the full year's interest, based on the number of
full months that the participant was employed
with the Employer during the Plan Year prior to the
occurrence of such event. If a distribution is
made under this Plan, for purposes of crediting
interest, the Account Balance shall be reduced as of
the first day of the month in which the
distribution is made.
(b) Each Plan Year prior to any distribution of benefits
under Articles 4, 5, 6, 7 or 8, a Participant may
elect, by delivering to the Committee a signed and
completed Election Form to such effect prior to the
beginning of such Plan Year, to have interest
credited and compounded annually on his or her
Company Contribution Account based upon the Index
Rate, rather than the Crediting Rate, for such Plan
Year."
2. Section 3.7 is amended in its entirety as follows:
"FICA and Other Taxes.
(g) Annual Deferral Amounts. For each Plan Year in which
an Annual Deferral Amount is being first withheld
from a Participant, the Participant's Employer(s)
shall withhold from that portion of the Participant's
Base Annual Salary that is not being deferred, in a
manner determined by the Employer(s), the
Participant's share of FICA and other employment
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taxes on such Annual Deferral Amount. If necessary,
the Committee may reduce the Annual Deferral Amount
in order to comply with this Section 3.7.
(h) Company Contribution Amounts. When a participant
becomes vested in a portion of his or her Company
Contribution Account, the Participant's Employer(s)
shall withhold from the Participant's Base Annual
Salary that is not deferred, in a manner determined
by the Employer(s), the Participant's share of FICA
and other employment taxes. If necessary, the
Committee may reduce the vested portion of the
Participant's Company Contribution Account in order
to comply with this Section 3.7.
(i) Distributions. The Participant's Employer(s), or the
trustee of the Trust, shall withhold from any
payments made to a Participant under this Plan all
federal, state and local income, employment and other
taxes required to be withhold by the Employer(s), or
the trustee of the Trust, in connection with such
payments, in amounts and in a manner to be determined
in the sole discretion of the Employer(s) and the
trustee of the Trust."
1. A new Section 3.8 is added as follows:
"Vesting.
(h) A Participant shall at all times be one hundred
percent (100%) vested in his or her Deferral
Account.
(i) A Participant shall at all times be zero percent (0%)
vested in his or her Company Contribution Account,
unless fully or partially vested in accordance with
the vesting schedule, if any, provided in his or her
Plan Agreement."
9. Section 7.2 is amended by deleting the words "from the January 1".
The Company has caused this Amendment to be signed by its duly
authorized officer as of the date written below.
EMCON
By: \s\R. Michael Momboisse
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R. Michael Momboisse
Its: CFO and Vice President, Legal
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Date: February 2, 1997
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