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EXHIBIT 10.1(d)
FIFTH AMENDMENT
TO THE
FIRST AMENDMENT AND RESTATEMENT
OF THE
LaBARGE, INC. EMPLOYEES SAVINGS PLAN
This Fourth Amendment to the First Amendment and Restatement of the
LaBarge, Inc. Employees Savings Plan ("Plan") executed on October __, 1995 by
LaBarge, Inc, ("Company"), a Delaware corporation.
WITNESSETH:
WHEREAS, the Company amended and restated the Plan on May 3, 1990
effective January 1, 1987; and
WHEREAS, the amendment and restatement of the Plan was amended on June
28, 1990 effective July 1, 1990; November 30, 1993 effective October 1, 1993;
March 24, 1994 effective January 1, 1994 and January 3, 1995; and
WHEREAS, the Company wants to further amend the Plan;
NOW, THEREFORE, the Company amends the Plan as follows effective as of
the specified dates:
1. Effective January 1, 1995, delete Subsection 4.1(b) and
substitute in lieu thereof the following:
4.1(b) Matching Contributions in the amount of:
(i) Fifty percent of Employee Savings Contributions up to the
first twenty-five dollars of monthly Employee Savings Contributions;
and
(ii) Twenty-five percent of monthly Employee Savings
Contributions in excess of twenty-five dollars,
Effective for periods prior to July 1, 1990, no Matching
Contributions shall be made with respect to Employee Savings
Contributions which exceed six percent of a Participant's
Compensation. Effective for periods on and after July 1, 1990, no
Matching Contributions
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shall be made with respect to Employee Savings Contributions
which exceed eight percent of a Participant's Compensation. No
Matching Contributions shall be made with respect to the Employee
Savings Contributions made by a Participant for a calendar quarter
if such Participant is not an Employee on the last day of such
calendar quarter, except that Matching Contributions shall be made
with respect to the Employee Savings Contributions made by a
Participant for a calendar quarter in which he dies. Matching
Contributions may be, in the discretion of the Administrator, in the
form of common stock of the Company,
2. Effective January 1, 1995, delete Subsection 5.4(a) and
substitute in lieu thereof the following:
5.4(a) Allocate Matching Contributions to the Plan on
account of a Plan Year to Matching Contribution Accounts of a
Participant as follows:
(i) First, allocate fifty percent of the amount of Employee
Savings Contributions made by the Participant up to the first
twenty-five dollars of monthly Employee Savings Contributions made
by the Participant.
(ii) Second, allocate the amount of twenty-five percent of
monthly Employee Savings Contributions made by a Participant in
excess of twenty-five dollars.
Effective for periods prior to July 1, 1990, no Matching
Contributions shall be allocated with respect to Employee Savings
Contributions which exceed six percent of a Participant's Compensation.
Effective for periods on and after July 1, 1990, no Matching
Contributions shall be made with respect to Employee Savings
Contributions which exceed eight percent of a Participant's
Compensation. No Matching Contributions shall be made with respect to
the Employee Savings Contributions made by a Participant for a calendar
quarter if such Participant is not an Employee on the last day of such
calendar quarter, except that Matching Contributions shall be made with
respect to Employee Savings Contributions made by a Participant for a
calendar quarter in which he dies.
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3. Effective January 1, 1996, delete Article VI and
substitute in lieu thereof the following:
ARTICLE VI -- INVESTMENT OF ASSETS
6.1 Each Participant and Beneficiary shall be entitled to direct the
manner in which assets credited to his respective Accounts shall be
invested and reinvested, at the time and in the manner provided by
this Article.
6.2 The Trustee shall create and maintain the following separate
Funds:
(a) A Fund which shall invest exclusively in common stock of the
Company (the "LaBarge Common Stock Fund").
(b) A Fund which shall have as its principal objective the
preservation of principal and the earning of interest at rates
prevailing on short term, fixed income investments (the "Money
Market Fund").
(c) Any other Fund or Funds the Administrator selects to
establish.
6.3 Each Participant or Beneficiary shall direct the investment of
all contributions made by him and on his behalf in any one, or a
combination, of the Funds described above.
An investment direction shall specify the particular Fund or Funds in
which amounts credited to the respective Accounts of a Participant
shall be invested. A Participant or Beneficiary may direct
investment of a portion of his contributions in one Fund and the
remaining portion in another Fund or Funds in increments of five
percent (5%) of the amount credited.
Such investment directions by a Participant or Beneficiary shall
cover the full amount credited to his Accounts. In the event a
Participant or Beneficiary fails to direct the manner in which assets
credited to his Accounts shall be invested, the Trustee shall invest
all assets with respect to which no Participant or Beneficiary
investment direction is effective in the Money Market Fund.
Investment directions may be made with respect to a Participant's of
Beneficiary's existing Accounts as of the first day of a calendar
quarter by delivering written notice to the Plan Administrator at least
thirty days prior to such day.
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A Participant or Beneficiary may from time to time, as of the first
day of a calendar quarter, change his direction governing investment
of future contributions to be credited to his respective Accounts upon
written notice received by the Administrator at least thirty days
before such day.
An investment direction once given shall be deemed to be a continuing
direction until explicitly changed by the Participant or Beneficiary by
a subsequent written direction delivered to the Administrator in
accordance with this section.
6.4 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 five percent (5%) 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 the close of each such Valuation Date, the
Trustee shall, subject to Section 6.7, transfer amounts between the
respective Funds equal to the net change in investments as directed by
the Participants as of the last day of such Valuation Date.
6.5 Accounts shall be reduced by amounts paid out, used or set aside
because of retirement, death, disability or termination under Section
11.1.
6.6 As of each Valuation Date, the Administrator shall credit to the
Accounts of each Participant or Beneficiary the income, gain and losses
attributable to such Accounts for the period from the last Valuation
Date to the current Valuation Date based upon the investment experience
of the Funds for such period.
6.7 For purposes of this Section 6.7, 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
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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.
"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 Funds, other than the LaBarge Common Stock
Fund, 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 shares 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.
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(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 share of Company common 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
the 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
6.7(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 6.7(e), multiplied by the number
of shares of Company common stock the Participant elected to so
transfer.
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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.
(i) Sell on the open market or to Affiliate the number of
shares of Company common stock as determined under Subsection 6.7(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 6.7(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 6.7(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
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sentence of this Section 6.7(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
6.7(l) shall remain credited to the LaBarge Common Stock Fund until
transferred at a later date under the provisions of this Section 6.7.
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 Contributions 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.
IN WITNESS WHEREOF, the Company has adopted his Plan amendment on the
date and year first above written.
LaBARGE, INC,
By:
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President
ATTEST:
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Secretary
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