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EXHIBIT 10.1(a)
SECOND AMENDMENT
TO THE
FIRST AMENDMENT AND RESTATEMENT
OF THE
LABARGE, INC. EMPLOYEES SAVINGS PLAN
(formerly the "LaBarge Retirement Action Plan")
This Plan document executed on November 30, 1993 by the Company,
WITNESSETH
WHEREAS, LaBarge, Inc. established the profit-sharing plans for its various
divisions as follows:
Plan Initial Effective Date
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Profit Sharing Plan for Employees
of LaBarge Electronics Division January 1, 1974
Profit Sharing Plan for Employees
of Management Division January 1, 1974
Profit Sharing Plan for Employees
of Dot-Flex Electronics Division January 1, 1969
Profit-Sharing Plan for Employees
of Wire and Cable Division January 1, 1974
Profit-Sharing Plan for Employees
of LaBarge Tubular Division February 29, 1957
Profit-Sharing Plan for Employees
of Dorsett Electronics Division January 1, 1968
Nelson Employees Profit-Sharing Plan February 29, 1959
WHEREAS, the Company consolidated all such plans into the Plan effective
January 1, 1984; and
WHEREAS, the Plan has been amended as follows:
Effective Date of Date Amendment
Amendment Executed
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April 1, 1986 April 1, 1986
July 1, 1988 September 30, 1988
July 1, 1988 September 30, 1988
July 1, 1988 September 30, 1988
January 1, 1989 December 6, 1988
WHEREAS, the Plan was amended and restated May 3, 1990 effective January
1, 1987; and
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WHEREAS, the amendment and restatement of the Plan was amended on June
28, 1990 effective July 1, 1990; and
WHEREAS, the Company wants to further amend the Plan;
NOW, THEREFORE, the Company amends the Plan as follows:
1. Effective October 1, 1993, delete Section 5.10.
2. Effective October 1, 1993, delete Section 6.7 and insert the following
new Section 6.7 in lieu thereof:
6.7 In addition to directing the manner of the initial investment of
contributions made to his respective Accounts, a Participant or
Beneficiary, from time to time, may direct reinvestment of assets
credited to his respective Accounts as of each Valuation Date upon
written notice delivered to the Plan Administrator at least thirty days
prior to such Valuation Date; provided, however, to the extent amounts
credited to Matching, Company Profit Sharing or Company Elective
Contribution Accounts are invested in the LaBarge Common Stock Fund, such
amounts cannot be reinvested in another Fund.
An investment direction change may be expressed in terms of whole
dollar amounts or percentages in increments of twenty-five percent (25%)
of the amounts credited to the account of the Participant but may not be
in excess of the amount credited to such account as of the last day of
such Valuation Date.
As soon as practical after, subject to Section 4.10, the close of
each such Valuation Date, the Trustee shall transfer amounts between the
four respective Funds equal to the net change in investments as directed
by the Participants as of the last day of such Plan Quarter,
3. Effective October 1, 1993, add the following new
Section 6.10:
6.10 For purposes of this Section 6.10, the following terms have the
meanings as indicated:
"Accounting Valuation Date" means a Valuation Date as of which the
accounting is made for amounts which are to be invested in the LaBarge
Common Stock Fund and amounts transferred from the LaBarge Common Stock
Fund to other Funds,
"Affiliate" means any person subject to Section 16(b) of the
Securities and Exchange Act of 1934, as amended.
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"Cash Pool" means, as of a Valuation Date, the sum of:
(a) Employee Savings Contributions made during the calendar
quarter containing the Accounting Valuation Date which are to
be invested in the LaBarge Common Stock Fund. Such contributions
shall be invested in short term money market investments as they are
made and interest credited in such contributions shall also be
credited to the Cash Pool.
(b) Amounts from the Money Market, Fixed and Equity Funds which
are to be invested in the LaBarge Common Stock Fund as of the
Accounting Valuation Date. These amounts, to the extent they are not
invested in the LaBarge Common Stock Fund on the Accounting
Valuation Date, shall be invested in short term money market
investments as of such date.
(c) Matching Contributions for the quarter containing the
Accounting Valuation Date. To the extent such Matching
Contributions are not invested in the LaBarge Common Stock Fund as
of the Accounting Valuation Date, such Contributions shall be
invested in short term money market investments.
"Shares Out" means the number of share of LaBarge, Inc. common stock
as of the Accounting Valuation Date which are to be transferred from the
LaBarge Common Stock Fund to other Funds.
"Shares Out Value" means the product of the LaBarge Shares Out as
of the Accounting Valuation Date multiplied by the Twenty Day Price as
of such Valuation Date.
"Twenty Day Price" means the price of Company common stock as of a
given day, as determined as follows:
(i) For each of the twenty consecutive trading dates
immediately preceding the date Company common stock is to be
valued, multiply the number of shares of Company common stock
traded on the American Stock Exchange during each day by the
per share closing price of Company common stock as listed by
the American Stock Exchange for such day.
(ii) Add the products determined under (i) for each
of the twenty consecutive trading dates immediately preceding
the date Company common stock is to be valued.
(iii) Divide the sum determined under (ii) by the total
number of shares of Company common
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stock traded on the American Stock Exchange for such twenty
consecutive day period.
If the Cash Pool exceeds the Shares Out Value as of an Accounting
Valuation Date, the Administrator shall take the following actions as of
such Date:
(d) The Administrator shall direct the Trustee to purchase
Company common stock from Affiliates or on the open market using
cash equal to the difference between the Cash Pool and the Shares
Out Value. Such purchases shall be made in a manner so as not to
significantly distort the market price of Company common stock. The
purchase price of Company common stock purchased from Affiliates
shall be the Twenty Day Price on the date of sale. To the extent
the Cash Pool is not utilized to purchase Company common stock by
the Valuation Date occurring on the last day of the calendar quarter
immediately following the Accounting Valuation Date, such amount
shall be credited to the Cash Pool to be utilized for such quarter.
(e) Calculate the average price of a share of Company common
stock purchased during the calendar quarter immediately following
the Accounting Valuation Date by dividing the sum of the Shares Out
Value and the total purchase price of Company common stock purchased
during the period by the sum of the total number of Shares Out plus
the shares of Company common stock purchased during the period.
(f) Allocate to the appropriate Account or Accounts of a
Participant shares of Company common stock equal to the amount of
the Cash Pool attributable to such Participant divided by the
average price of a share of Company common stock as determined under
Subsection 6.10(e).
(g) Credit to the appropriate Account or Accounts of a
Participant electing to transfer as of the Accounting Valuation Date
funds from the LaBarge Common Stock Fund to other Funds an amount
equal to the product of the average price of a share of LaBarge
common stock, as determined under Subsection 6.10(e), multiplied by
the number of shares of Company common stock the Participant elected
to so transfer.
If the Shares Out Value exceeds the Cash Pool as of an Accounting
Valuation Date, the Administrator shall take the following actions as of
such Date:
(h) Subtract from the number of Shares Out the result of the
Cash Pool divided by the Twenty Day Price.
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(i) Sell on the open market or to Affiliates the number of
shares of Company common stock as determined under Subsection
6.10(h). Such sales shall be made in a manner so as to not
significantly distort the market price of Company common stock. The
price of Company common stock sold to an Affiliate shall be the
Twenty Day Price on the day of such sale. To the extent shares of
Company common stock are not sold by the Valuation Date at the end
of the calendar quarter immediately following the Accounting
Valuation Date, such shares shall be credited to the Shares Out to
be utilized for such calendar quarter.
(j) Calculate the average selling price of a share of Company
common stock sold during the calendar quarter immediately following
the Accounting Valuation Date by dividing the sum of the Cash Pool
and the total selling price of shares of Company stock sold during
the period by the result of the sum of the result of the Cash Pool
divided by the Twenty Day Price plus the number of shares of Company
common stock sold during the period.
(k) Allocate to the appropriate Account or Accounts of a
Participant shares of Company common stock equal to the amount of
the Cash Pool attributable to such Participant's Account or Accounts
divided by the average price of a share of Company common stock, as
determined under Subsection 6.10(j).
(l) Compute a ratio the numerator of which is the sum of the
result of the Cash Pool divided by the Twenty Day Price plus the
number of shares of Company common stock sold during the calendar
quarter immediately following the Accounting Valuation Date and the
denominator of which is the Shares Out. Multiply the number of
shares a Participant has elected to transfer from the LaBarge Common
Stock Fund to other Funds by the ratio determined under the first
sentence of this Subsection 6.10(l). Credit to the appropriate
Account or Accounts of a Participant electing to transfer amounts
from the LaBarge Common Stock Fund to other Funds an amount equal to
the product of the average price of a share of Company common stock,
as reduced by the ratio determined under the second sentence of this
Section 6.10(l), the Participant elected to so transfer. Any shares
of Company common stock a Participant has elected to transfer from
the LaBarge Common Stock Fund to another Fund or Funds remaining
after application of the ratio as described in the Subsection
6.10(l) shall remain credited to the LaBarge Common Stock Fund until
transferred at a later date under the provisions of this Section
6.10.
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The Administrator may restrict the extent to which a Participant may transfer
amounts credited to the Employee Savings Voluntary and Rollover Contribution
Accounts, to the extent such Accounts are invested in the LaBarge Common Stock
Fund. Participants are prohibited from transferring amounts credited to
Matching, Profit-Sharing and Company Elective Contribution Accounts, to the
extent such Accounts are invested in the LaBarge Common Stock Fund, to other
Funds. The Administrator shall in writing publish to Participants its rules
regarding transfers of amounts from the LaBarge Company Stock Fund.
4. Effective January 1, 1993, add the following new Section 11.14:
11.14 The following rules apply to an "Eligible Rollover
Distribution":
(a) This Section applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee's election under
this Section, a Distributee may elect, at the time and in the manner
prescribed by the Administrator, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan
specified by the Distributee in a Direct Rollover.
(b) For purposes of applying the provisions of this Section
11.14:
(i) "Eligible Rollover Distribution" means any
distribution of all or any portion of the balance to the credit
of the Distributee, except that an Eligible Rollover
Distribution does not include any distribution that is one of a
series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life
expectancy) of the Distributee or the joint lives (or joint
life expectancies) of the Distributee and the Distributee's
designated beneficiary, or for a specified period of ten years
or more; any distribution to the extent such distribution is
required under Code Section 401(a)(9); and the portion of any
distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation
with respect to employer securities).
(ii) "Eligible Retirement Plan" means an individual
retirement account described in Code Section 408(a), an
individual retirement annuity described in Code Section 408(b),
an annuity plan described in Code Section 403(a), or a
qualified trust described in
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Code Section 401(a), that accepts the Distributee's Eligible
Rollover Distribution. However, in the case of an Eligible
Rollover Distribution to the surviving spouse, an Eligible
Retirement Plan is an individual retirement account or
individual retirement annuity.
(iii) "Distributee" means an Employee or former
Employee. In addition, the Employee's or former Employee's
surviving spouse and the Employee's or former Employee's spouse
or former spouse who is the alternate payee under a qualified
domestic relations order as defined in Code Section 414(p), are
Distributees with regard to the interest of the spouse or
former spouse.
(iv) "Direct Rollover" means a payment by the Plan to
the Eligible Retirement Plan specified by the Distributee.
IN WITNESS WHEREOF, LaBarge, Inc. has adopted this Plan amendment on the
date and year first above written.
LABARGE, INC.
By Craig E. LaBarge
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President
ATTEST:
William J. Maendu
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Secretary
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