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EXHIBIT 10.23
THIRD AMENDMENT TO THE
CLUBCORP EMPLOYEE STOCK OWNERSHIP PLAN
WHEREAS, ClubCorp, Inc., formerly Club Corporation International, (the
"Company") previously maintained the ClubCorp Stock Investment Plan ("SIP");
WHEREAS, the Company amended and restated the SIP effective January 1,
1999 into the ClubCorp Employee Stock Ownership Plan ("CCESOP");
WHEREAS, the Company now desires to amend the CCESOP to: (i) allow
employees of the Operations Company for Homestead, Inc. who are ineligible to
participate in the Homestead Retirement Plan to participate in the CCESOP; and
(ii) amend the provisions regarding the method of payment of benefits under the
CCESOP to clarify that participants may take distribution of their CCESOP
account balance in either cash or ClubCorp stock (to the extent invested
therein) but not in both; (iii) specify the order by which accounts with company
stock will be affected by diversification elections of eligible participants;
and (iv) make technical changes in response to a request by the Internal Revenue
Service; and
WHEREAS, the Plan may be amended by the Company pursuant to the
provisions of Article XV of the Plan, and the Company desires to amend the Plan.
NOW, THEREFORE, the CCESOP is amended as follows, effective January 1,
1999:
1. Existing Section 4.01 is deleted in its entirety, and the
following is substituted in its place:
"4.01 Employer Contributions. Subject to SECTION 4.07
and SECTIONS 5.06 through 5.09, each Employer's Contribution
shall consist of (i) a Matching Contribution attributable to
its Employees, (ii) a Discretionary Contribution in such
amount as the Board in its sole discretion may authorize for
those Participants who are employed by an Employer on the last
day of the Plan Year, (iii) any contribution required pursuant
to SUBSECTION 10.05(2), and (iv) any Qualified Nonelective
Contribution made to satisfy the ACP test. In no event,
however, shall total Employer Contributions exceed the maximum
deductible contribution under Code Section 404(a), including
any amount which may be deductible by the Employer under the
carryover provisions of the Code. All Employer Contributions
shall be made in the form of cash or shares of Company Stock,
as determined in the sole discretion of the Board.
Notwithstanding the preceding, the Employees who are employed
by Operations Company for Homestead, Inc. shall not be
eligible to receive a Matching Contribution or a Discretionary
Contribution under this Plan during any
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Plan Year in which such Employees are eligible to participate
in The Homestead Retirement Plan at any time during such Plan
Year."
2. The second paragraph of existing Subsection 4.05(3)(b)(i) is
deleted in its entirety, and the following is substituted in
its place:
"Excess Contributions are calculated by determining the
dollar value of the aggregate of the reductions in the Actual
Deferral Percentage for each Highly Compensated Employee that
would otherwise be necessary to meet the limitations of
SUBSECTIONS 4.05(1) AND 4.05(2). In calculating these Excess
Contributions, the following leveling method shall be used.
The Actual Deferral Percentage of the Highly Compensated
Employee with the highest Actual Deferral Percentage is
reduced to the extent required to (i) enable the Plan to
satisfy the limitations of SUBSECTIONS 4.05(1) and 4.05(2), or
(ii) cause such Highly Compensated Employee's Actual Deferral
Percentage to equal the Actual Deferral Percentage of the
Highly Compensated Employee with the next highest Actual
Deferral Percentage, whichever occurs first. This process must
be repeated (taking into consideration previous reductions
under this method) until the limitations of SUBSECTIONS
4.05(1) and 4.05(2) are met. The dollar value of the
reductions in the Actual Deferral Percentage for each Highly
Compensated Employee (rounded to the nearest one cent ($.01))
are then calculated and added together to arrive at the Excess
Contributions.
The amount of Excess Contributions to be distributed to
individual Highly Compensated Employees is determined by
applying Excess Contributions to reduce the dollar amount of
Pre-Tax Contributions elected by Highly Compensated Employees.
In distributing Excess Contributions, the following leveling
method shall be used. The Pre-Tax Contributions of the Highly
Compensated Employee with the highest dollar amount of Pre-Tax
Contributions are reduced to the extent required (i) for the
reduction, when added to all previous reductions under this
method, to equal the Excess Contributions, or (ii) to cause
the dollar value of such Highly Compensated Employee's Pre-Tax
Contributions to equal the dollar value of the Highly
Compensated Employee with the next highest dollar value of
Pre-Tax Contributions, which ever occurs first. This process
must be repeated (taking into consideration previous
reductions under this method) until the total of all
reductions equals the Excess Contribution. The amount of
Excess Contributions to be distributed to each affected Highly
Compensated Employee is equal to the Pre-Tax Contributions
made on behalf of such Employee prior to reduction of the
Excess Contributions under the above method, less the Pre-Tax
Contributions on behalf of such Employee after reductions made
under the above method."
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3. Existing Section 6.07 is amended by adding the following
sentence to the end of the first paragraph:
"When an Eligible Age 55 Participant has made such an
election, the Eligible Assets to be converted and transferred
shall be so converted and transferred from the Eligible Age 55
Participant's Accounts in the following order, bringing each
Account balance to zero before converting and transferring the
next Account's balance: (1) After-Tax Contribution Account,
(2) Pre-Tax Contribution Account, (3) Employer Divestiture
Account, and (4) Employer Contribution Account."
4. Existing Subsection 11.01(1) is deleted in its entirety, and
the following is substituted in its place:
"11.01(1) Upon a Participant's: (i) retirement on or
after his Normal Retirement Date; (ii) retirement due to
Disability; (iii) death; or (iv) Termination of Employment
(subject to SECTION 4.09), he or his Beneficiary shall be
entitled to payment in an amount determined in accordance with
the provisions of ARTICLE 7, 8, 9, or 10. All distributions
shall be either solely in cash or solely in whole shares of
Company Stock to the extent such Participant's Account is
invested in Company Stock, (but not both) as elected by the
Participant or his Beneficiary. The amount to which a
Participant is entitled shall be paid to him or his
Beneficiary or to an Alternate Payee in: (i) a single lump sum
distribution; or (ii) installments subject to the limitations
set forth in SUBSECTION 11.01(2)."
5. Existing Section 11.03 is amended by adding the following new
Subsection 11.03(4):
"11.03(4) "In the event a Participant dies after
benefit payments to such Participant have commenced under the
Plan, the benefits, if any, to which such deceased
Participant's Beneficiary is entitled under the method of
payment in effect at the time of such Participant's death
shall be distributed at least as rapidly as under such method
of payment."
6. Existing Subsection 11 .07(2)(a) is deleted in its entirety,
and the following is substituted in its place:
"(a) Eligible Rollover Distribution. An `Eligible
Rollover Distribution' is 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
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the joint lives (or joint life expectancies) of the
Participant 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); 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); and, effective for distributions after
December 31, 1999, any hardship distribution described in
Section 401(k)(2)(B)(i)(IV) of the Code."
7. Existing Section 14.02 is deleted in its entirety, and the
following is substituted in its place:
"14.02 Rights and Obligations of the Company and
the Employers. Throughout this instrument, a distinction is
purposely drawn between rights and obligations of the Company
and rights and obligations of each other Employer. The rights
and obligations specified as belonging to the Company shall
belong only to the Company. Each Employer (other than
Operations Company for Homestead, Inc. with respect to its
Employees who are eligible to participate in The Homestead
Retirement Plan) shall have the obligation, as herein
provided, to make Matching Contributions and Discretionary
Contributions for its own Participants, and no Employer shall
have the obligation to make Matching Contributions or
Discretionary Contributions for the Participants of any other
Employer. Any failure by an Employer to fulfill its own
obligations under this Plan shall have no effect upon any
other Employer. An Employer may withdraw from this Plan
without affecting any other Employer."
CLUBCORP, INC.
By: /s/ KIM S. BESSE
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Date: 7-24-00
------- Its: Senior Vice President
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