SECOND AMENDMENT TO
SAFEGUARD SCIENTIFICS
MONEY PURCHASE PENSION PLAN
WHEREAS, Safeguard Scientifics, Inc. (the "Company")
established the Safeguard Scientifics Money Purchase Pension Plan (the
"Plan") for the benefit of certain of its employees effective January 1,
1986; and
WHEREAS, the Company most recently amended and restated the
Plan generally effective January 1, 1989, and has amended the Plan on
one occasion thereafter; and
WHEREAS, the Company reserved to itself the right to amend the
Plan in Section 11.1 thereof, subject to certain inapplicable
limitations; and
WHEREAS, the Company desires to amend the Plan (i) to reflect
the maximum amount of compensation that may be taken into account under
section 401(a)(17) of the Internal Revenue Code of 1986, as amended by
the Omnibus Budget Reconciliation Act of 1993 (the "Code"); and (ii) to
make certain other changes;
NOW, THEREFORE, subject to approval by the District Director
of Internal Revenue, the Plan is hereby amended as follows:
1. Effective January 1, 1994, the last paragraph of
Section 1.10 of the Plan is hereby deleted in its entirety and replaced
by the following:
A Participant's Compensation for any Plan Year shall in
no event exceed $150,000, as adjusted by the Commissioner of Internal
Revenue for increases in the cost of living in accordance with section
401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for
a calendar year shall apply to any period, not exceeding 12 months,
beginning in such calendar year over which Compensation is determined
(the "determination period"). If a determination period consists of
fewer than 12 months, the applicable limit (as adjusted) shall be
multiplied by a fraction, the numerator of which is the number of months
in the determination period, and the denominator of which is 12.
In determining the Compensation of a Participant for
purposes of the limit set forth above, the rules of Code section
414(q)(6) shall apply, except that in applying such rules, the term
"family" shall include only the spouse of the Participant and any lineal
descendants of the Participant who have not attained age 19 before the
close of the Plan Year. If, as a result of the application of such
rules, the adjusted $150,000 limit is exceeded, then the limit shall be
prorated among the affected individuals in proportion to each such
individual's Compensation as determined under this Section 1.10 prior to
the application of the limit.
* * * *
2. Effective January 1, 1994, Section 1.13 is hereby
amended to read as follows:
1.13 Eligible Employee shall mean each person in the
employ of the Employer who is not a leased employee, who is not a person
whose terms and conditions of employment are determined through
collective bargaining with a third party if the issue of retirement
benefits has been a bona fide subject of collective bargaining, unless
the collective bargaining agreement provides for the inclusion of such
person as a Participant in the Plan, and who performs services in an
eligible classification of Employees (as hereinafter defined). For
purposes of the Plan, the eligible classifications of Employees shall be
as follows:
(a) hourly and salaried Employees of Safeguard
Scientifics, Inc., except Employees in the Phoenix division of Safeguard
Scientifics, Inc.;
(b) hourly and salaried Employees of Technology
Leaders Management, Inc., a subsidiary of Safeguard Scientifics, Inc.;
(c) effective March 17, 1994, hourly and
salaried Employees of Safeguard International, Inc., a subsidiary of
Safeguard Scientifics, Inc.; and
(d) effective January 1, 1995, hourly and
salaried Employees of the Phoenix division of Safeguard Scientifics,
Inc.;
(e) notwithstanding the foregoing, Employees of
any division or at any location of Safeguard Scientifics, Inc. or either
of the above designated subsidiaries that was not in existence on
December 31, 1994 shall not be Eligible Employees unless and until the
Board of Directors determines that such Employees shall be an eligible
classification of Employees. The Board of Directors shall cause to be
appended hereto, as Appendix A, a description of each eligible
classification of Employees that shall be covered by the Plan pursuant
to this Subsection (e) and the period of such coverage.
3. Effective January 1, 1994, the first paragraph of
subsection (b) of Section 3.1 is amended to read as follows:
(b) Entitlement to Employer Contribution. A
Participant shall be an Active Participant for the purposes of Section
3.1, and shall be entitled to share in the allocation of the Employer
contribution for a specific Accrual Computation Period, only if he did
at least one of the following during that Accrual Computation Period:
(1) Commenced participation in the Plan during the
Accrual Computation Period, whether or not he completed a Year of
Participation in such Accrual Computation Period;
(2) Remained in the employ of the Employer or an
Affiliate through the end of the Accrual Computation Period, and
completed a Year of Participation in such Accrual Computation Period;
(3) Retired (at or after his Normal Retirement
Date), experienced Total Disability, or died during the Accrual
Computation Period, having completed a Year of Participation during any
of the preceding three Accrual Computation Periods; or
(4) Was on an Excused Absence at the end of the
Accrual Computation Period, having completed a Year of Participation
during the Accrual Computation Period, or having completed a Year of
Participation during any of the preceding three Accrual Computation
Periods.
* * * *
4. Effective January 1, 1989, subparagraph (1) of the
definition of "Annual Addition" under subsection (b) of Section 4.1 of
the Plan is amended to read as follows:
(1) employer contributions (other than
excess deferrals distributed in accordance with Treas. Reg.
(section)1.402(g)-1(e)(2) or (3));
* * * *
5. Effective January 1, 1994, the second sentence of the
second paragraph of subsection (a) of Section 16.2 of the Plan is
amended to read as follows:
(a) Minimum Benefit ----
.... The amount of the minimum benefit shall not be less than the
lesser of (i) 3% of such Participant's Limitation Compensation for the
Plan Year, or (ii) the largest percentage of Employer contributions, as
a percentage of the first $150,000 (as adjusted by the Commissioner of
Internal Revenue for increases in the cost of living in accordance with
Code section 401(a)(17)(B)) of the key Employee's compensation allocated
on behalf of any key Employee under the Plan for such Plan Year.
6. Effective January 1, 1989, subsection (c) of Section
16.2 is deleted in its entirety, and subsection (d) of Section 16.2 is
redesignated subsection (c).
* * * *
IN WITNESS WHEREOF, and as evidence of the adoption of this
Second Amendment, the Company has caused the same to be executed by its
duly authorized officers, and its corporate seal to be affixed this
day of , 1994.
Attest: SAFEGUARD SCIENTIFICS, INC.
____________________________ _______________________________
Secretary President
(Corporate Seal)