1
EXHIBIT 10.4
AMENDMENT NO. 1
TO THE
SOURCE SERVICES CORPORATION EMPLOYEES' PROFIT SHARING PLAN
This Amendment No. 1 to the Source Services Corporation Employees'
Profit Sharing Plan, as amended and restated effective January 1, 1989 (the
"Plan") is adopted by Source Services Corporation (the "Company") as of the 9th
day of April, 1996, effective as set forth herein.
W I T N E S S E T H:
WHEREAS, the Plan was amended and restated on December 15, 1994,
effective generally as of January 1, 1989, to incorporate, among other things,
the provisions of the Tax Reform Act of 1986, as amended and subsequent laws
applicable to the Plan; and
WHEREAS, the Company desires to amend the Plan further as set forth
herein to modify certain duties and responsibilities of the Trustee and the
Plan's administrative committee with respect to the operation of the Plan, and
to provide active participants with an opportunity to participate in sales of
Company stock in connection with an initial public offering of the Company's
stock;
NOW THEREFORE, pursuant to the provisions of Article 12.1 of the Plan,
the Company hereby amends the Plan in the following respects:
1. Article 8 of the Plan hereby is amended, effective as of April
1, 1996, by adding a new Article 8.6 thereto to read as follows:
8.6 In the event of an initial public offering ("IPO") of
SSC Stock, any Active Participant may elect in writing, in such manner
and form as the Named Fiduciary for Investments may adopt, to direct
the Trustee to sell in the IPO vested shares of SSC Stock allocated to
his or her Company Stock Account in accordance with the provisions of
this Article 8.6. The aggregate amount, if any, of SSC Stock
allocated to the Company Stock Accounts of Active Participants that
may be sold in the IPO will be determined by the Company based on the
advice of the managing underwriter in the IPO (the "Plan IPO
Allocation"). An Active Participant who elects to have vested shares
of SSC Stock sold pursuant to this Article 8.6 shall participate in
the Plan IPO Allocation pro rata, based on such Active Participant's
vested shares of SSC Stock held in his or her Company Stock Account
relative to the total number of vested shares of SSC Stock held in the
Company Stock Accounts of all Active Participants. In the event any
Active
2
Amendment No. 1 to the Source Services Corporation
Employees' Profit Sharing Plan Page 2
Participant elects to have sold less than his or her pro rata share of
the IPO Plan Allocation, the pro rata share of the remaining IPO
Allocation for Active Participants who elect to participate in full in
the IPO Allocation shall be increased in the proportion that the
vested shares of SSC Stock allocated to each such Active Participant's
Company Stock Account bears to the total number of vested shares of
SSC Stock of all such Active Participants who qualify to participate
in the allocation of the remaining IPO Allocation. For purposes of
applying this Article 8.6, an Active Participant's vested shares of
SSC Stock shall be equal to the number of such shares allocated to his
or her Company Stock Account, multiplied by his or her vested
percentage as determined under Article 6 or Article 16, as the case
may be, as of the last day of the Fiscal Year which coincides with or
next precedes the date of an IPO. If the SSC Stock credited to an
Active Participant's Company Stock Account is sold pursuant to the
provisions of this Article 8.6, the net proceeds from such sale will
be allocated to his or her Other Investment Account and will be
invested in such investment options as the Active Participant may
elect as provided in Article 11.4.
2. Article 10 of the Plan hereby is amended, effective as of
April 1, 1996 by deleting Article 10.2(k) thereof in its entirety.
3. Article 11 of the Plan hereby is amended, effective as of
April 1, 1996, by restating Article 11.3 thereof in its entirety to read as
follows:
11.3 Each Participant whose accounts have not been
distributed shall have the right to direct the Trustee as to the
exercise of voting rights with respect to the vested shares of SSC
Stock allocated to his or her Company Stock Account. For purposes of
this Article 11.3, a Participant's vested shares of SSC Stock shall be
equal to the number of such shares allocated to his or her Company
Stock Account, multiplied by his or her vested percentage as
determined under Article 6 or Article 16, as the case may be, as of
the last day of the Fiscal Year which coincides with or next precedes
the date on which such exercise of voting rights occurs, reduced by
the number of shares of SSC Stock which have been distributed
subsequent to such date and prior to the date on which such voting
occurs. The Trustee shall vote all vested shares of SSC Stock for
which the Trustee has received directions from Participants as
provided by this Article 11.3, in accordance with such directions. In
addition, the Trustee shall vote (a) all vested shares of SSC Stock
with respect to which the Trustee has not received from Participants
directions given in accordance with such procedures and requirements
as the Trustee may establish and (b) all unvested shares of SSC Stock.
The Trustee, in its discretion, shall
3
Amendment No. 1 to the Source Services Corporation
Employees' Profit Sharing Plan Page 3
adopt such procedures as it deems reasonable and appropriate in
accordance with the Trustee's responsibilities under ERISA to solicit
Participants' directions as to the manner in which vested shares
allocated to the Participants' Company Stock Accounts shall be voted
and to ensure the confidentiality of the Participants' votes, provided
that such procedures shall be uniformly applied to all Participants
and shall be designed to give all Participants a fair opportunity to
exercise the pass-through voting provided under this Article 11.3.
IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to the
Plan to be executed by its duly authorized officers as of the date first above
written.
SOURCE SERVICES CORPORATION
By: /s/ D. Les Ward
----------------------------
D. Les Ward, President