Exhibit 10.15
SECOND AMENDMENT
OF
HILTON HOTELS RETIREMENT PLAN
(As Amended and Restated Effective January 1, 1987)
WHEREAS, Hilton Hotels Corporation (the "Company") maintains the
Hilton Hotels Retirement Plan (the "Plan"); and
WHEREAS, the Internal Revenue Service ("IRS") has requested certain
changes to the Plan in order for the IRS to issue favorable determination
letters with respect to the Participating Employers under the Plan; and
WHEREAS, it is also desirable to amend the Plan to clarify that fact
that (1) the amount of severance pay paid to an Employee, and (2) any period
of service attributable to such severance pay, are taken into account under
the Plan for purposes of determining such Employee's Compensation, Years of
Benefit Service and Years of Vesting Service, respectively, but only if such
severance pay is paid in the form of periodic payments; and
WHEREAS, The Hilton Hotels Pension Committee (the "Committee") and
the Board of Directors of the Company have granted the Company the authority
to adopt any amendments to the Plan which do not have the effect of increasing
the liability of a Participating Employer in a manner which would cause a
significant detriment to such Participating Employer; and
WHEREAS, nothing in this amendment creates a significant detriment or
increases the duties of the Committee under the Plan.
NOW, THEREFORE, BE IT RESOLVED, by virtue and in exercise of the
power reserved to the Company by Section 8.1 of the Plan, the Plan, as
previously amended, be and is hereby further amended, effective as of January
1, 1987 unless otherwise stated below, in the following particulars:
* * *
1. Section 1.2 of the Plan is amended by adding the following at
the end of the first paragraph of the definition of "Compensation" thereunder:
"Pursuant to rules adopted and uniformly applied by the Committee,
severance pay paid to an Employee upon a Break in Employment shall be
considered as Compensation, but only to the extent that such severance pay
is paid in the form of
periodic payments. Severance pay paid in the form of a single lump sum
shall not be considered as Compensation."
2. Section 1.2 of the Plan is further amended by revising the last
sentence of the definition of "Compensation" thereunder to read as follows:
"In any case in which such aggregation would produce Compensation in excess
of the Maximum Compensation Limitation, the Maximum Compensation Limitation
shall be prorated among the affected Participants in proportion to each
such Participant's Compensation as determined prior to the application of
the Maximum Compensation Limitation."
3. Section 1.2 of the Plan is further amended by adding the
following at the end of the definition of "Eligibility Computation Period"
thereunder to read as follows:
"For purposes of determining whether an Employee has completed 500 or fewer
Hours of Service during any Eligibility Computation Period, rules similar
to the rules contained in the definition of 'One Year Break in Service
Year' shall apply, notwithstanding anything to the contrary contained
therein."
4. Section 1.2 of the Plan is further amended by adding the
following subparagraph (g) at the end of the first paragraph of the definition
of "Years of Benefit Service" thereunder, to read as follows:
"(g) Pursuant to rules adopted and uniformly applied by the
Committee, the period of service, if any, attributable to severance pay
paid to a Participant upon a Break in Employment shall be included in
determining such Participant's Years of Benefit Service, but only to the
extent that such severance pay is paid in the form of periodic payments.
Service attributable to severance pay paid in the form of a single lump sum
shall not be included in determining Years of Benefit Service."
5. Section 1.2 of the Plan is further amended by adding the
following subparagraph (f) at the end of the definition of "Years of Vesting
Service" thereunder, to read as follows:
"(f) Pursuant to rules adopted and uniformly applied by the
Committee, the period of service, if any,
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attributable to severance pay paid to an Employee upon a Break in
Employment shall be included in determining such Employee's Years of
Vesting Service, but only to the extent that such severance pay is paid in
the form of periodic payments. Service attributable to severance pay paid
in the form of a single lump sum shall not be included in determining
Years of Vesting Service."
6. Section B.1 of Appendix B to the Plan is amended by revising
subsection (d) of the definition of "Section 415 Compensation" thereunder to
read as follows:
"(d) Other amounts which received special tax benefits, or
contributions made by the employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity contract described in Section
403(b) of the Code (whether or not the contributions are actually
excludible from the gross income of the Employee)."
7. Section C.2 of Appendix C to the Plan is amended by deleting
"402(a)(8)" in the last sentence of subsection (e) thereunder and inserting
"402(e)(3)" in lieu thereof.
8. Effective as of January 1, 1994, Appendix F to the Plan is
amended by adding the following Managed Properties at the end thereof:
SPECIAL EMPLOYEE
"NAME OF EMPLOYER CLASSIFICATION LIMITATION
- - ----------------- -------------------------
Bel Air Hotel None
Somerset Hotel None
Springhill Lake Hotel None
Midwestern Hotel None
Standard Financial Group None
The Equitable Assurance Co. None
Pleasant Travel Service None
Airport Center None"
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IN WITNESS WHEREOF, the Company has caused this
amendment to be signed on its behalf by its duly authorized
officer as of the _______ day of __________________, 1996.
HILTON HOTELS CORPORATION
By _______________________
Its ______________________
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