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Exhibit 10.49
AMENDMENT NUMBER TWO
TO THE
USA NETWORKS, INC. RETIREMENT SAVINGS PLAN
WHEREAS, USA Networks, Inc. (the "Company") maintains the USA Networks,
Inc. Retirement Savings Plan, amended and restated effective as of January 1,
1998 (the "Plan");
WHEREAS, the Company may amend the Plan pursuant to Section 12.1 of the
Plan; and
WHEREAS, the Company desires to amend the Plan, effective September 30,
1998, to merge the Home Shopping Network, Inc. Employee Equity Participation
Plan, effective as of December 31, 1994 (the "EEP Plan"), into the Plan.
NOW, THEREFORE, pursuant to Section 12.1 of the Plan, effective
September 30, 1998, the Plan is hereby amended as follows:
1. The Preface to the Plan is amended by adding a new paragraph to the
end thereof to read as follows:
"Effective as of September 30, 1998, the Home Shopping
Network, Inc. Employee Equity Participation Plan was merged
into the Plan, and the assets and liabilities of such plan was
transferred to and assumed by the Plan.
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2. The Plan is amended by adding a new Exhibit E at the end
thereof to read as follows:
"EXHIBIT E
SPECIAL RULES REGARDING THE
HOME SHOPPING NETWORK, INC.
EMPLOYEE EQUITY PARTICIPATION PLAN
Exhibit E applies solely to any Member who participated in the
Home Shopping Network, Inc. Employee Equity Participation Plan
(the "EEP Plan") and became a Member in the Plan ("EEPP
Member") pursuant to the merger of the EEP Plan into the Plan:
1.1 EEPP ACCOUNT. The term "EEPP Account" shall mean the
subaccount with respect to contributions, and earnings and
losses thereon, made on behalf of an EEPP Member to the EEP
Plan prior to September 30, 1998, and earnings thereon.
Contributions transferred to the Plan pursuant to the merger
of the EEP Plan into the Plan shall be allocated to the EEPP
Account of the EEPP Member for whom such contributions were
made to the EEP Plan. Effective September 30, 1998, an EEPP
Account shall be a subaccount of an Account.
1.2 SUSPENSE ACCOUNTS. Effective September 30, 1998, a
suspense account, as described in Code Section 415, shall be
maintained under the Plan on behalf of any EEPP Member for
whom Company Stock (or other cash or property) was held
unallocated in a suspense account under the EEPP Plan, as
described in Code Section 415, immediately preceding the
merger of the EEP Plan into the Plan. With respect to any EEPP
Member for whom Company Stock (or other cash or property) is
held unallocated in a suspense account, as described in Code
Section 415, for the Limitation Year, such Company Stock shall
be allocated in the next Limitation Year (and succeeding
Limitation Years, as necessary) to the EEPP Member's EEPP
Account in the Plan before any Profit Sharing Contributions,
Matching Contributions and QNECs which would constitute annual
additions, as defined in Code Section 415(c)(2), are made to
the Plan for such Limitation Year on behalf of such EEPP
Member; provided that the EEPP Member is employed on the last
day of the Plan Year coinciding with such Limitation Year. Any
Company Stock (or other cash or property) held in a suspense
account, as described in
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Code Section 415, under the Plan shall be treated as a
Forfeiture in the Plan Year in which the EEPP Member's
Termination of Employment occurs and shall be used to reduce
Employer contributions.
1.3 INVESTMENT OF CONTRIBUTIONS. All EEPP Accounts shall be
invested in the Company Stock Fund, unless the Committee
decides, in its sole discretion, to invest all or part of such
EEPP Accounts in any of the other Investment Funds.
1.4 IN-SERVICE DISTRIBUTIONS AND LOANS. An EEPP Member shall
not have the right to receive in-service distributions from
the vested portion of his or her EEPP Account. An EEPP Account
shall not constitute any portion of a Loan Available Account,
as defined in Section 7.14(f) of the Plan.
1.5 VESTING.
(a) An EEPP Member who had at least three (3) Years
of Service as of September 30, 1998 shall become vested in his
or her EEPP Account in accordance with Sections 5.1(b) or
5.1(c) of the Plan provided that the nonforfeitable percentage
of such EEPP Member in his or her EEPP Account shall at no
time be less than what it would be determined pursuant to the
following schedule:
NUMBER OF YEARS OF
SERVICE VESTED PERCENTAGE
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
Notwithstanding the foregoing provisions, if any EEPP Member
shall, while an Employee, attain his or her Normal Retirement
Date or shall die or incur (and satisfy all of the
requirements for) a Disability while he or she is an Employee,
the EEPP Member's entire interest in his or her EEPP Account
shall become nonforfeitable. For purposes of this Section,
"Normal Retirement Date" shall mean the date on which the EEPP
Member attains age sixty-five (65).
(b) Solely for purposes of this Section 1.5 of
Exhibit E, a "Year of Service" shall mean an EEP Plan Year,
commencing with
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the EEP Plan Year which includes an Employee's Employment
Commencement Date or Reemployment Commencement Date, during
which the Employee is credited with at least one thousand
(1,000) Hours of Eligibility Service. Initial Participants, as
defined below, will only be credited with one (1) Year of
Service at December 31, 1994 for purposes of this Section 1.4.
Solely for purposes of this Section 1.5 of Exhibit E, an
"Initial Participant" shall mean an Employee who was employed
before January 1, 1994 who: (i) completed at least one
thousand (1,000) Hours of Service during the 1994 calendar
year; (ii) had attained age twenty-one (21) by December 31,
1994; and (iii) had become a participant in the EEP Plan on
December 31, 1994. Solely for purposes of this Section 1.5 of
Exhibit E, an "EEP Plan Year" is defined as the period
commencing December 27, 1994 and ending December 31, 1994 and
each subsequent twelve month period commencing January 1 and
ending December 31.
(c) Solely for purposes of applying Sections 5.1(b)
and 5.1(c) of the Plan pursuant to this Section 1.5 with
regard to an EEPP Member's EEPP Account, each EEPP Member
shall receive credit for years in a Period of Service in
accordance with Treasury Regulation Section 1.410(a)-7(g).
(d) Forfeitures, if any, shall be first allocated to
the Accounts of Participants entitled to a restoration of
their interests in the Plan and the remainder of such
Forfeitures shall be used to reduce future contributions by
the Employer.
1.6 FORM OF RETIREMENT BENEFIT DISTRIBUTIONS. An EEPP Member
shall have the vested portion of his or her EEPP Account
balance under the Plan distributed in accordance with Section
7.2 of the Plan.
1.7 TOP-HEAVY PROVISIONS. For purposes of Article XIV, an
EEPP Account shall be treated in the same manner as a Matching
Contribution Account."
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IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed as of the 30th day of September, 1998.
USA NETWORKS, INC.
By: /s/ Thomas Kuhn
_____________________________________________
Title: Vice President, General Counsel and Secretary
Dated: September 30, 1998