Exhibit 10.28
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AMENDMENT
to
THE AMETEK SAVINGS AND INVESTMENT PLAN
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Amendment No. 3
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WHEREAS, there was adopted and made effective as of October 1, 1984, The
AMETEK Savings and Investment Plan (the "Plan"); and
WHEREAS, the Plan was amended and restated in its entirety, effective
October 1, 1992; and
WHEREAS, Section 10.1 of the Plan provides that AMETEK, Inc. ("AMETEK") may
amend the Plan at any time, and from time to time; and
WHEREAS, AMETEK now desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan is hereby amended as follows:
FIRST: Clause (iii) of Section 2.3 of the Plan is hereby amended by adding
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the following to the end of the clause:
"provided, however, that effective October 1, 1994, this provision shall
not apply to employees at Simi Valley in Leadperson, Material Coordinator,
Set-up Person, QC Inspector, Maintenance and Shipping/Receiving Clerk job
classifications."
SECOND: Section 10.1 of the Plan is hereby amended to read, in its
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entirety, as follows:
"10.1. Amendment or Termination. The Board of Directors, at a
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regular meeting or by unanimous written consent, may amend, terminate or
suspend this Plan at any time or from time to time by an instrument in
writing duly executed in the name of the Company and delivered to the
Committee; provided, however, that
(a) No amendment shall provide for the use of the assets of this
Plan or any part thereof other than for the exclusive benefit of
Participants, Former Participants, Alternate Payee and Beneficiaries;
(b) No amendment shall deprive any Participant, Former
Participant, Alternate Payee or Beneficiary of any of the benefits
which are vested in him or to which he is entitled under this Plan by
reason of the prior Years of Service, death, Disability or termination
of employment of such Participant or Former Participant; and
(c) Without limiting the generality of the foregoing and
notwithstanding anything to the contrary in this Plan contained, this
Plan may be amended at any time and from time to time in any respect
so as to qualify this Plan as exempt pursuant to Sections 401 and
501(a) of the Code and like provisions of subsequent Revenue Acts, and
to comply with the provisions of ERISA, regardless of whether any such
amendment may change, alter or amend the relative benefits under this
Plan of any Participant, Former Participant, Alternate Payee or
Beneficiary."
THIRD: Appendix VII of the Plan is hereby amended to read, in its
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entirety, as follows:
"APPENDIX VII
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SPECIAL PROVISIONS RELATING TO CERTAIN
EMPLOYEES OF THE TECHNICAL MOTORS DIVISION OF AMETEK, INC.
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1. The provisions of this Appendix VII shall apply only to each
salaried employee and each hourly employee who is classified as a
Leadperson, Material Coordinator, Set-up Person, QC Inspector, Maintenance
or Shipping/Receiving Clerk, of the Technical Motor Division of AMETEK,
Inc. ("Technical Motors") at its Simi Valley location, who (i) was an
employee of Cambridge-Lee Industries, Inc. (the "Predecessor Employer")
immediately prior to the acquisition by AMETEK from the Predecessor
Employer of the assets and business of the Predecessor Employer which
comprised its Tencal operations, and (ii) directly transferred employment
to Technical Motors in connection with the acquisition. Such persons shall
hereinafter be referred to as "Covered Employees" for purposes of this
Appendix VII.
2. Each salaried Covered Employee who has attained age 21 shall be
eligible to participate in the Plan, effective July 1, 1992, in accordance
with, and subject to, all of the terms, conditions and provisions of the
Plan. Each hourly Covered Employee who has attained age 21 shall be
eligible to participate in the Plan on October 1, 1994, in accordance with,
and subject to, all terms, conditions and provisions of the Plan.
3. Any Covered Employee not referred to in Section 2 of this Appendix
VII shall be eligible to participate in the Plan on the January 1st
coincident with or next following the date such Covered Employee first
satisfies the eligibility requirements set forth in Article III of the
Plan.
4. For purposes of determining any Covered Employee's nonforfeitable
right to his Employer Contribution Account pursuant to Section 6.1 of the
Plan, the Years of Service of such Covered Employee shall be deemed to have
commenced on the first day of the most recent period of continuous service
with Predecessor Employer.
5. Defined terms used in this Appendix VII shall have the same
meaning as the identical defined terms as used in The AMETEK, Inc. Savings
and Investment Plan."
THIRD: The provisions of this Amendment No. 1 shall be effective as
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of August 1, 1994.
IN WITNESS WHEREOF, AMETEK has caused these presents to be executed,
in its corporate name, by its duly authorized officer, and its corporate seal to
be affixed on this 27th day of July, 1994.
AMETEK, Inc.
By: /s/ Robert W. Yannarell
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Attest:
/s/ Dorothy M. Misetic
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(Seal)