EXHIBIT 10.1
SECOND AMENDMENT TO THE
CLUBCORP EMPLOYEES STOCK OWNERSHIP TRUST
This Amendment is made effective as of January 1, 2001 by ClubCorp,
Inc., a Delaware corporation, formerly ClubCorp International, Inc.
("ClubCorp").
WITNESSETH:
WHEREAS, ClubCorp maintains the ClubCorp Employee Stock Ownership Plan,
("CCESOP") a restatement of the ClubCorp Stock Investment Plan, and the ClubCorp
Stock Employee Stock Ownership Trust ("Trust"); and
WHEREAS, ClubCorp has amended the Trust to provide that ClubCorp stock
held under the CCESOP will be valued by an independent appraiser rather than by
ClubCorp; and
WHEREAS, ClubCorp has amended the CCESOP to provide that ClubCorp stock
held under the CCESOP will be valued on June 30 and December 31 and such other
dates as of which Company Stock is valued, as specified by the Plan
Administrator; and
WHEREAS, ClubCorp now desires to align the Trust provisions with those
of the CCESOP by amending the Trust to provide that the stock held in the Trust
shall be valued on June 30 and December 31 and such other dates as of which
Company Stock is valued, as specified by the Plan Administrator; and
WHEREAS, the Trust may be amended by ClubCorp pursuant to the
provisions of Article X of the Trust, and ClubCorp desires to amend the Trust.
NOW, THEREFORE, the Trust is amended as follows, effective as set forth
above:
1. Existing Article VII is deleted in its entirety, and the following
is substituted in its place:
"ARTICLE VII
ACCOUNTS AND RECORDS
The Trustee shall maintain true, accurate and detailed
accounts of all investments, receipts, disbursements and other
transactions hereunder. All accounts, books, and records relating
thereto shall be open to inspection at all reasonable times and may be
audited from time to time by any person designated by the Plan
Administrator. Within ninety (90) days after the close of the fiscal
year of the Trust Fund, within ninety (90) days after the removal or
resignation of the Trustee, and from time to time as the Plan
Administrator may direct, the Trustee shall file a written account with
the Plan Administrator which shall show: (i) the assets of the Trust
Fund, as of the end of such period, and the cost and current value
thereof as defined in ERISA Section 3(26); and (ii) all investments,
receipts, disbursements, and other transactions effected by it during
such fiscal year or other period for which
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such accounting is filed. Notwithstanding anything to the contrary
contained herein, Company Stock shall be valued as of June 30 and
December 31 by an independent appraiser selected and retained by the
Plan Administrator. In the event Company Stock becomes publicly traded,
the foregoing sentence shall not apply. If, however, at the time such
written account is to be filed, the Trust Fund contains assets which
have no fair market value, the Trustee shall be responsible for valuing
only such of those assets as were acquired by the Trustee in its
discretion. Any such assets not acquired by the Trustee in its
discretion shall be valued by the Plan Administrator. The Plan
Administrator may approve such accounting by written notice of approval
delivered to the Trustee or by failure to express objection to such
accounting in writing delivered to the Trustee within ninety (90) days
from the date upon which the accounting is delivered to the Plan
Administrator. Upon the expiration of ninety (90) days from the date of
filing such account with the Plan Administrator or upon earlier
specific approval thereof by the Plan Administrator, the Trustee, as
between each Employer, the Plan Administrator, and the Trustee, shall
be forever released and discharged from all liability as to all items
and matters included in such accounting as if settled by the decree of
a court of competent jurisdiction, except with respect to any such
action or transaction to which the Plan Administrator shall within such
ninety (90) day period, file written objections with the Trustee. The
liability of Trustee to persons other than an Employer or the Plan
Administrator shall be limited to actions under ERISA brought within
the period permitted by law for the bringing of such action. Nothing
herein contained, however, shall be deemed to preclude the Trustee of
its right to have its accounts judicially settled by a court of
competent jurisdiction."
CLUBCORP, INC.
Date: 4-1-01 By /s/ KIM S. BESSE
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Its: Sr. VP, People Strategy
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TRUSTEES:
Date: 4-1-01 /s/ ALBERT CHEW
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Albert Chew
Date: 4-1-01 /s/ JAMES E. MASER
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James E. Maser
Date: 4-1-01 /s/ JACK LUPTON
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Jack Lupton
Date: 4-1-01 /s/ KEN BAER
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Ken Baer
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