Exhibit 10.9a
FIRST AMENDMENT
TO THE
PSS WORLD MEDICAL, INC. SAVINGS PLAN
This First Amendment to the PSS World Medical, Inc. Savings Plan is adopted
by PSS World Medical, Inc. (the "Company") effective as of August 1, 2002.
W I T N E S S E T H:
WHEREAS, the Company has previously adopted the PSS World Medical, Inc.
Savings Plan (the "Plan") which has been amended from time to time; and
WHEREAS, the Company is authorized and empowered to further amend the Plan;
and
WHEREAS, the Company has determined that it is advisable and in the best
interests of the participants in the Plan to amend the Plan to provide for
revised eligibility requirements, unitized company stock investment fund
provisions, a new default investment fund, and to make other desired changes to
the Plan.
NOW, THEREFORE, the Plan is hereby amended as follows:
I.
Section 1.20 of Article I has been deleted in its entirety and the
following is substituted in lieu thereof:
1.20 "Earnings" attributable to any Pooled Investment Fund shall mean, with
respect to a Valuation Period, the aggregate of the unrealized appreciation or
depreciation accruing to the Pooled Investment Fund during such a period; and
the income earned or the loss sustained by the Pooled Investment Fund during
such period, whether from investments or from the sale or exchange of assets.
The Earnings attributable to a separate portion of a Segregated Investment Fund
credited to a Participant's Account for any Valuation Period shall be determined
by multiplying the number of shares of the Segregated Investment Fund credited
to the Participant's Account by the difference between the value of each share
for the current Valuation Date and the value of each share as of the most recent
preceding Valuation Date. The Earnings attributable to a loan treated as a
separate portion of a Segregated Investment Fund credited to a Participant's
Accounts for any Valuation Period shall be determined and allocated to the
Participant's Accounts in accordance with standard accounting procedures.
II.
Section 1.33 of Article I is hereby deleted in its entirety and the number
is reserved.
III.
Section 1.52 of Article I is hereby deleted in its entirety and the number
is reserved.
IV.
Section 5.2 of Article V is hereby deleted in its entirety and the
following is substituted in lieu thereof:
5.2 Eligibility and Participation.
(a) Thereafter, any Employee of an Employer shall be eligible to become a
Participant in the Plan if he has been credited with ninety (90) days of
continuous service as an Employee of an Employer or an Affiliate (or, before
completing ninety (90) days of continuous service, has completed twelve months
of service as an Employee of his Employer or an Affiliate and has been credited
with not less than 1,000 Hours of Service during his first twelve months of
service or during any Plan Year). Any such eligible Employee shall enter the
Plan as a Participant, if he is still an Employee of an Employer, on the first
Eligibility Date occurring thereafter. An Employee who has been credited with
ninety (90) days of continuous service with an Affiliate (or has completed
twelve months of service with the Affiliate and has been credited with 1,000
Hours of Service during his first twelve months of service or during any Plan
Year) prior to becoming an Employee of an Employer shall enter the Plan as a
Participant on the date he becomes an Employee of an Employer (or, if later, on
the first Eligibility Date following the completion of his age and service
requirements).
(b) For each Employee previously employed by a business acquired by an
Employer (directly or through the Employer's purchase of all or substantially
all of the assets of the business), the days of employment taken into account,
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for purposes of the ninety (90) day eligibility requirement set forth in section
5.2(a), shall include service with the Employee's predecessor employer if:
(1) the Employee was employed by the business on the date it was
acquired by the Employer; and
(2) the Employee's predecessor employer employed not less than
twenty (20) employees on the date it was acquired by the Employer.
V.
Section 6.1(d) of Article VI is hereby deleted in its entirety and the
following is substituted in lieu thereof:
(d) Any salary reduction agreement with respect to Elective
Contributions shall be executed (or otherwise communicated to the Plan
Administrator in a manner selected by the Administrator) and in effect
prior to the date selected by the Administrator for the first pay period to
which it applies. Any initial salary reduction agreement shall be made
effective as soon as practicable during the month to which it first
applies. Any salary reduction agreement may be revised by the Participant
monthly with the approval of, and as of such date as determined by, the
Administrator (or as of any additional dates selected by the
Administrator), for pay periods beginning after the date such revision is
executed and made effective. The Plan Administrator may accept salary
reduction agreements with respect to (or to the extent applicable to)
bonuses payable to the Participant.
VI.
The first paragraph of section 6.2 of Article VI (preceding section 6.2(a))
is hereby deleted in its entirety and the following is substituted in lieu
thereof:
6.2 Additional Elective Deferral Contributions. Each Employer shall
contribute to the Trust, on behalf of each eligible Participant, an Additional
Elective Deferral Contribution as specified in a salary reduction agreement (if
any) between the Participant and such Employer under which the Participant
elects, pursuant to the terms of this Plan, to reduce the Compensation otherwise
payable to him by a contribution amount allocable to his Elective Contributions
Account. The Plan Administrator may require the Participant to utilize a single
election for purposes of his Elective Contributions and Additional Elective
Contributions. No Participant shall be permitted to have an Additional Elective
Deferral Contribution made under this Plan for any Plan Year unless he will have
attained age 50 before the close of the Plan Year and he has taken all actions
necessary to maximize the Elective Contributions allocable to his Elective
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Contributions Account for the Plan Year pursuant to section 6.1. No Participant
shall be permitted to have Additional Elective Deferral Contributions made under
this Plan in excess of the lesser of
VII.
Section 7.2(h) of Article VII is hereby deleted in its entirety and the
number is reserved.
VIII.
Sections 7.4(a)(1), (2), and (3) of Article VII are hereby deleted in their
entireties and the numbers are reserved.
IX.
The first sentence of section 7.4(a)(4) of Article VII is hereby modified
as follows:
(4) As of each Valuation Date, any portion of the Participant's
Accounts that is invested in a Pooled Investment Fund established
under section 11.2 shall be credited or charged, as the case may be,
with a share of the Earnings of such Pooled Investment Fund for the
Valuation Period ending with such current Valuation Date.
X.
Section 7.4(a)(5) of Article VII is hereby deleted in its entirety and the
following is substituted in lieu thereof:
(5) As of each Valuation Date, the portion of the Participant's
Accounts that is invested in each Segregated Investment Fund
established under section 11.2 shall be credited or charged, as the
case may be, with the Earnings attributable to the Participant's
investment in such Segregated Investment Fund for the Valuation Period
ending with such current Valuation Date.
XI.
Section 9.2(a) of Article IX is hereby deleted in its entirety and the
following is substituted in lieu thereof:
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(a) The benefits payable under sections 8.1, 8.2, 8.3 and 8.4 shall be
paid to the Participant (or, if applicable, his beneficiary or
beneficiaries), to the extent possible, in cash or in units of Employer
Securities (except that no fractional shares shall be issued and the value
of any fractional shares to which a Participant would otherwise be entitled
shall be paid in cash), as elected by the Participant (or his beneficiary
or beneficiaries). If the Participant elects to receive all or any portion
of the vested balance in his Accounts in units of Employer Securities,
then, during the sixty (60) day period immediately preceding the proposed
distribution date of the benefit which the Participant is entitled to
receive under the Plan, the Trustee, to the extent possible, shall apply
(net of any brokerage commissions) such portion of the Participant's
Accounts to the purchase of the maximum number of whole units of Employer
Securities at their then Fair Market Value. If the Trustee is unable to
apply any elected portion of the balance of such Accounts to the purchase
of whole units of Employer Securities within the said sixty (60) day
period, such elected portion shall be paid in cash.
XII.
Section 11.1 of Article XI is hereby deleted in its entirety and the
following is substituted in lieu thereof:
11.1 Participant Directed Investments. Each Participant shall direct the
Trustee to invest his Accounts as provided by sections 11.1 through 11.6. Each
Participant, whose Accounts were partially invested, prior to April 1, 2002, at
the direction of the "company stock fund trustee" (as defined by the terms of
this Plan prior to this Amendment and Restatement) may elect on or after the
Effective Date to invest all or any portion of his Accounts previously invested
in the Company Stock Fund at the direction of the "company stock fund trustee"
in any investment made available by the Plan. Until a Participant so elects on
or after April 1, 2002, he shall be deemed to have elected that his Accounts
previously invested in the Company Stock Fund by the "company stock fund
trustee" shall remain invested as they were invested prior to the Effective
Date.
XIII.
Section 11.2 of Article XI is hereby deleted in its entirety and the
following is substituted in lieu thereof:
11.2 Investment Funds. Subject to the other requirements of this Article
XI, each Participant may invest his Accounts in one or more Funds made available
to Participants through shares of one or more investment companies or mutual
funds, segregated accounts invested in one or more of savings or notice
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accounts, deposits in or certificates issued by a bank, insurance, annuity or
other investment contracts, or other appropriate investment vehicles. Funds made
available to Participants shall include a Company Stock Fund, which shall
consist of a portfolio invested primarily in Employer Securities (and the assets
of which, to the extent practicable, shall be fully invested in Employer
Securities unless and to the extent otherwise required by the Plan
Administrator). Accordingly the Trustee may invest all of the assets of the
Employer Securities Fund in Employer Securities. Employer Securities may be
purchased or otherwise acquired by the Trustee from any source, including any
party that might be a party in interest (within the meaning of Section 3(14) of
ERISA) or a disqualified person (within the meaning of Section 4975(e)(2) of the
Code); provided, however, that if Employer Securities are purchased or acquired
from such a party in interest or disqualified person, the Trustee shall neither
pay more than adequate consideration (within the meaning of Section 3(18) of
ERISA), nor pay any commission to any person in connection with such
acquisition.
XIV.
Section 11.4 of Article XI is hereby deleted in its entirety and the
following is substituted in lieu thereof:
11.4 Failure to Designate. If a Participant does not specifically designate
the initial investments for all of his Accounts, the Administrator shall not
accept his initial salary reduction agreement. Except as set forth in section
11.1, in the event that a Participant is credited with Accounts prior to
providing the Trustees with directions for the investment of his Accounts, such
Accounts shall be invested in a money market/stable value fund selected by the
Plan Administrator.
XV.
Sections 12.3(a) and (b) of Article XII are hereby deleted in their
entireties and the following is substituted in lieu thereof:
(a) If the Employer has a publicly traded security, as defined in
Labor Reg. ss. 2550.404(c)-1(d)(2)(ii)(E)(4)(iii), any voting and other
rights with respect to units of Employer Securities (including fractional
shares) allocated to any Participant's portion of the Company Stock Fund
shall be exercised by the Trustee in accordance with instructions received
from such Participant.
(b) In connection with the exercise of the rights set forth in section
12.5(a), the Trustee shall notify each Participant at least thirty (30)
days prior to the date upon which such rights are to be exercised;
provided, however, that the Trustee shall not be under any obligation to
notify the Participants sooner than it receives such information as
security holders of record. In the event the notice received by the Trustee
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makes it impossible for the Trustee to comply with such thirty (30) day
notice requirement, the Trustee shall notify the Participants regarding the
exercise of such rights as soon as practicable. The notification shall
include all information distributed to the security holders of record by
the Employer regarding the exercise of such rights. The Trustee shall be
entitled to exercise such rights on the units of Employer Securities
allocated to a Participant's portion of the Company Stock Fund only to the
extent that it receives direction from such Participant, and if it does not
receive direction, it shall not exercise any rights.
IN WITNESS WHEREOF, this First Amendment has been executed this 21st
day of August 2002, and is effective as of the date set forth hereinabove.
PSS WORLD MEDICAL, INC.
(Corporate Seal)
By: /s/ David D. Klarner
---------------------------
David D. Klarner
Its: Vice President