EXHIBIT 4.4
FIRST AMENDMENT TO THE
COMPASS MINERALS INTERNATIONAL, INC. SAVINGS PLAN
WHEREAS, Compass Minerals International, Inc. (the "Employer") adopted the
Compass Minerals International, Inc. Savings Plan (the "Plan") which has been
amended from time to time and which was most recently restated by the adoption
of the CORPORATEplan for Retirement Profit Sharing/401(k) Plan, Fidelity Basic
Plan Document No. 02 (a prototype plan sponsored by Fidelity Management and
Research Corporation), by executing an Adoption Agreement effective on December
31, 2004; and
WHEREAS, the Employer desires to amend the Plan as permitted under Section
16.02 of the Plan which provides for the amendment of the Plan by the Employer.
NOW, THEREFORE, the Plan is hereby amended effective December 31, 2004 as
follows:
1. Section 1.04(b)(1) ELIGIBILITY TO PARTICIPATE IN PLAN of the
Adoption Agreement is amended by adding the following to the end thereof:
Notwithstanding the foregoing, Employees employed at Cote Blanche
must complete one year of Eligibility Service (at least 1,000 Hours
of Service during the Eligibility Computation Period) to be eligible
to participate in the Plan.
2. Section 1.04(d) ENTRY DATES of the Adoption Agreement shall be
amended by adding the following to the end thereof:
The Entry Dates with respect to Employees employed at Kenosha and
Cote Blanche shall be the first day of each month.
3. Section 1.05(a) COMPENSATION EXCLUSIONS of the Adoption Agreement
shall be amended by adding the following to the end thereof:
The exclusion(s) elected by the Employer in Section 1.05(a) above
shall apply to all eligible Active Participants. Compensation with
respect to Employees employed at Kenosha shall also exclude all
bonuses except gainsharing bonuses. Compensation with respect to
Employees employed at Cote Blanche shall also exclude all bonuses.
4. Section 1.07(a)(1) REGULAR CONTRIBUTIONS of the Adoption Agreement
shall be amended by adding the following to the end thereof:
The Employer shall make a Deferral Contribution in accordance with
Section 5.03 on behalf of each Participant who is employed at
Kenosha and Cote Blanche and who has an executed salary reduction
agreement in effect with the Employer for the payroll period in
question, not to exceed 15% of Compensation for that period.
5. Section 1.07(a)(1)(C) of the Adoption Agreement shall be amended by
adding the following to the end thereof:
Notwithstanding the foregoing, Participants employed at Kenosha and
Cote Blanche may revoke, on a prospective basis, a salary reduction
agreement any time upon proper notice to the Administrator but in
such case may not file a new salary reduction agreement until the
first day of the next month.
6. Section 1.07(a)(3) BONUS CONTRIBUTIONS of the Adoption Agreement
shall be amended by adding the following to the end thereof:
This Section 1.07(a)(3) shall not apply to Participants employed at
Cote Blanche and Kenosha except for gainsharing bonuses paid to
Participants employed at Kenosha.
7. Section 1.10(a) MATCHING EMPLOYER CONTRIBUTIONS of the Adoption
Agreement is amended by adding the following to the end thereof:
Notwithstanding the above, for all non-union Employees, the Employer
shall make a Basic Matching Employer Contribution on a Participant's
After-Tax Employee Contributions not to exceed 6% of the
Participant's Compensation for the Plan Year. However, the Basic
Matching Employer Contributions shall first be made on an Employee's
Elective Deferrals, and then on any After-Tax Employee
Contributions, such that when combined, the Basic Matching Employer
Contributions do not exceed 6% of a Participant's Compensation for
the Plan Year.
For all Employees subject to a collective bargaining agreement, the
Employer shall make a Basic Matching Employer Contribution on a
Participant's After-Tax Employee Contributions as provided for in
each respective collective bargaining agreement.
8. Section 1.11 NONELECTIVE EMPLOYER CONTRIBUTIONS of the Adoption
Agreement is amended by adding the following to the end thereof:
Notwithstanding the above, commencing with the Plan Year ending
December 31, 2004, Participants covered by the collective bargaining
agreement with the International
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Chemical Workers Union Council/United Food Commercial Workers Union
Local 287C transferring to the Plan effective July 20, 2004 who were
actively employed as of June 1, 2004 and who have or will reach age
65 on or before May 31, 2007, will receive a Nonelective Employer
Contribution and allocation of $1,000 for a Plan Year if they are
actively employed during the Plan Year.
9. Section 1.11(b) NONELECTIVE EMPLOYER CONTRIBUTIONS of the Adoption
Agreement shall be amended by adding the following to the end thereof:
Notwithstanding the above, each Employer may make a Nonelective
Employer Contribution for each Plan Year for and on account of each
Participant who was an Eligible Employee of such Employer for such
Plan Year (other than a Participant in the Retirement Plan for
Salaried Employees of IMC Global Operations, Inc., or other defined
benefit pension plan maintained by an Employer, who made or was
deemed to have made an election prior to January 1, 1998, to
continue accruing benefits under such plan) and who either:
(i) was an Eligible Employee on the last day of such Plan
Year, or
(ii) terminated employment as an Eligible Employee during
such Plan Year on account of death, Disability,
retirement on or after attaining age 65 and completing
10 years of service, or attaining age 65, or job
elimination due to reduction-in-force, plant closure or
sale.
Any Nonelective Employer Contributions made pursuant to this Section
for a Plan Year shall be allocated to each such Participant in an
amount equal to the sum of (a) and (b) below where:
(a) equals the product of the Participant's Base Contribution
Percentage multiplied by such Participant's Compensation for
such Plan Year while a Participant and an Eligible Employee,
and
(b) equals the product of the Participant's Excess Contribution
Percentage multiplied by such Participant's Excess
Compensation for such Plan Year while a Participant and an
Eligible Employee.
For purposes of allocations described in this Section, the following
definitions shall apply:
BASE CONTRIBUTION PERCENTAGE means that percentage designated by the
Board of Directors of the Company (or a duly authorized committee
thereof) for a Plan Year based on the Participant's age on the last
day of such Plan Year in accordance with the following schedule:
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AGE (IN YEARS) BASE CONTRIBUTION PERCENTAGE
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Less than 30 Between 0% and 6%
30 - 39 Between 0% and 7%
40 - 49 Between 0% and 8%
50 - 59 Between 0% and 10%
60 or more Between 0% and 12%
EXCESS CONTRIBUTION PERCENTAGE means the minimum amount of the Base
Contribution Percentage, up to a maximum of 3%, as determined by the
Board of Directors of the Company (or a duly authorized committee
thereof).
EXCESS COMPENSATION means the amount by which a Participant's
Compensation for a Plan Year exceeds the Federal Social Security
Taxable Wage Base in effect at the beginning of such Plan Year.
10. Section 1.10(c) CONTRIBUTION PERIOD FOR MATCHING EMPLOYER
CONTRIBUTIONS shall be amended by adding the following to the end thereof:
Notwithstanding the foregoing, the Contribution Period with respect
to Participants employed by Cote Blanche and Kenosha shall be each
payroll period.
11. Section 1.11(c) CONTINUING ELIGIBILITY REQUIREMENT(S) shall be
amended by adding the following to the end thereof:
A Participant who is employed by Kenosha shall only be entitled to
receive Nonelective Employer Contributions for a Plan Year under
this Section 1.11 if the Participant is employed on the last day of
the Plan Year.
12. Section 1.12 EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS of
the Adoption Agreement shall be amended by adding the following to the end
thereof:
This Section 1.12 shall not be applicable to Active Participants who
are covered by a collective bargaining agreement.
13. Section 1.14 DEFINITION OF DISABLED of the Adoption Agreement shall
be amended by adding the following to the end thereof:
Notwithstanding the foregoing, Participants at Kenosha and Cote
Blanche will be considered disabled if he/she is determined to be
disabled by a physician approved by the Employer.
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14. Section 1.15(b)(2) VESTING SCHEDULE FOR MATCHING EMPLOYER
CONTRIBUTIONS of the Adoption Agreement with respect to Participants employed at
Cote Blanche shall be a three-year cliff schedule.
15. Section 5.02 COMPENSATION TAKEN INTO ACCOUNT IN DETERMINING
CONTRIBUTIONS of Basic Plan Document No. 02 is amended in its entirety to read
as follows:
COMPENSATION TAKEN INTO ACCOUNT IN DETERMINING CONTRIBUTIONS. In
determining the amount or allocation of any contribution that is
based on a percentage or amount of Compensation, only Compensation
paid to a Participant for services rendered to the Employer or a
Participating Employer while employed as an Eligible Employee shall
be taken into account. Except as otherwise specifically provided in
this Article 5, for purposes of determining the amount and
allocation of contributions under this Article 5, Compensation means
wages within the meaning of Code Section 3401(a) and all other
payments of compensation that are actually paid or made available in
gross income during the Plan Year to an Employee by the Employer (in
the course of the Employer's trade or business) for which the
Employer is required to furnish the Employee a written statement
(Form W02) under Code Section 6041(d), Section 6051(a)(3) and
Section 6052 excluding reimbursements or other expense allowances,
fringe benefits (cash or non-cash), moving expenses, deferred
compensation (other than deferrals referenced below), welfare
benefits and Compensation paid during the determination period while
not a Participant in the component of the Plan for which the
definition is being used. Compensation must be determined without
regard to any rules under Code Section 3401(a) that limit the
remuneration included in wages based on the nature or location of
the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2). Compensation will
include amounts not currently includable in gross income by reason
of Code Section 125, Section 132(f)(4), Section 402(e)(3), Section
402(h), Section 457(b) or Section 403(b). Compensation for Plan
purposes will not exceed the lesser of $200,000 or the adjusted
limit under Code Section 401(a)(17). A cost of living adjustment in
effect for a calendar year applies to any period not exceeding 12
months over which Compensation is determined (determination period)
beginning in such calendar year. If a determination period is less
than 12 months, the dollar limitation will be multiplied by a
fraction, the numerator of which is the number of months in the
determination period, and the denominator of which is 12.
Compensation of an Owner-Employee or a Self-Employed Individual will
equal Earned Income up to the above limitation.
16. Section 5.08 MATCHING EMPLOYER CONTRIBUTIONS of Basic Plan Document
No. 02 is amended in its entirety to read as follows:
The Employer may make a discretionary Matching Employer Contribution
to the Trust in accordance with Section 1.10(a)(2) of the Adoption
Agreement or a Safe Harbor Matching Employer Contribution in
accordance with Section 1.10(a)(3) of the Adoption Agreement on
behalf of different groups of eligible Active Participants, as
determined by the Employer. Any Matching Employer Contribution may
be allocated among eligible Active Participants in each group in an
amount to be determined by the Employer with respect to each group.
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Any Matching Employer Contributions that are allocated in different
amounts to different Employee groups shall be determined using a
cross-tested formula that satisfies the gateway requirements of
Treasury Regulation 1.401(a)(4)-8(b).
17. The first paragraph of Section 5.10 NONELECTIVE EMPLOYER
CONTRIBUTIONS of Basic Plan Document No. 02 is amended in its entirety to read
as follows:
The Employer may make a discretionary Nonelective Employer
Contributions to the Trust in accordance with Section 1.11(b) of the
Adoption Agreement on behalf of different groups of eligible Active
Participants, as determined by the Employer. Any Nonelective
Employer Contribution may be allocated among eligible Active
Participants in each group in an amount to be determined by the
Employer with respect to each group. Any Nonelective Employer
Contribution shall be determined using a cross-tested formula that
satisfies the gateway requirements of Treasury Regulation
1.401(a)(4)-8(b).
Notwithstanding Section 1.11(b)(1) of the Adoption Agreement, the
contribution formula for a Plan Year may be an integrated formula or
a non-integrated formula, as determined by the Employer, provided
that the formula meets all nondiscrimination requirements of
Internal Revenue Code Sections 401(a)(4) and 410(b) and any other
applicable nondiscrimination requirements. If a non-integrated
formula is elected, such contribution shall be allocated among
eligible Active Participants in a group in accordance with Section
5.10(b)(1) of Basic Plan Document No. 02. If an integrated formula
is elected for a Plan Year, such contribution shall be allocated
among eligible Active Participants in a group in accordance with
Section 5.10(b)(2) of Basic Plan Document No. 02.
18. Section (a) of the ADDENDUM TO ADOPTION AGREEMENT FIDELITY BASIC
PLAN DOCUMENT NO. 02 RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF
2001 ("EGTRRA"), shall be amended by adding the following to the end thereof:
Catch-up contributions shall not apply to Participants who are
covered by a collective bargaining agreement.
IN WITNESS WHEREOF, Compass Minerals International, Inc. has hereunto
caused its name to be subscribed on this 30th day of December, 2004.
COMPASS MINERALS INTERNATIONAL, INC.
By: /s/ Victoria Heider
Title: Vice President of Human Resources
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