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EXHIBIT 10.45
AMENDMENT NO. 12
TO THE
GENUINE PARTNERSHIP PLAN
This Amendment to the Genuine Partnership Plan is adopted by Genuine
Parts Company (the "Company"), effective as of the date set forth herein.
WITNESSETH:
WHEREAS, the Company maintains the Genuine Partnership Plan (the
"Plan"), as amended and restated effective January 1, 1994, for the benefit of
its eligible employees and such Plan is currently in effect;
WHEREAS, the Company desires to amend Schedule C of the Plan;
WHEREAS, the Company has authorized the Committee to the Plan
("Committee") to amend Schedules to the Plan and the Committee has authorized
Frank Howard to execute such amendments without a meeting of the Committee;
NOW, THEREFORE, the Plan shall be amended as follows:
1.
Schedule C shall be deleted in its entirety, and a new Schedule C shall
be added to read as follows:
"SCHEDULE C
Prior Employer Accounts
Any defined term used in this Schedule C shall have the same meaning as
ascribed to it in the Plan, unless otherwise defined in this Schedule C.
I. Additional Forms of Benefits for Former Participants in the Genuine
Parts 401(k) Plan for the Dade City Jobbing Group
A. Background. As of December 31, 1993, the Genuine Parts 401(k)
Plan for the Dade City Jobbing Group effective as of January
1, 1993 (the "Dade City Plan") was frozen. The Dade City Plan
was subsequently merged into the Plan. Accounts established
under the Dade City Plan shall constitute Prior Employer
Accounts.
B. Eligibility of Former Participants in the Dade City Plan to
Receive Additional Forms of Benefits. Effective as of merger
into the Plan, former participants in the Dade City Plan
("Dade City Participants") who became Participants in this
Plan may elect to receive, in addition to the benefits offered
under the Plan, a distribution from their Prior Employer
Accounts as follows:
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(i) upon reaching the Dade City Plan's early retirement
date, which can be the first day of any month within
10 years of a Dade City Participant's Normal
Retirement Date;
(ii) a qualified joint and 100% survivor annuity;
(iii) a life annuity;
(iv) a life annuity with a guarantee of 120 monthly
payments;
(v) a contingent 50% or 100% annuitant option; or
(vi) a monthly annuity, if a Dade City Participant
terminates employment with the Company before he
would have been eligible to retire under the Dade
City Plan.
II. Additional Forms of Benefits for Former Participants in the Davis &
Wilmar, Inc. Retirement Savings Plan
A. Background. The Davis & Wilmar, Inc. Retirement Savings Plan
effective as of May 1, 1993 (the "Davis & Wilmar Plan") was frozen. The Davis &
Wilmar Plan was merged into the Plan effective December 31, 1994, as part of
Genuine Parts Company's acquisition of Davis & Wilmar, Inc. Accounts established
under the Davis & Wilmar Plan shall constitute Prior Employer Accounts.
B. Eligibility of Former Participants in the Davis & Wilmar Plan
to Receive Additional Forms of Benefits. Effective as of December 31, 1994,
former participants in the Davis & Wilmar Plan who became Participants in this
Plan, or their surviving spouse (as applicable), may elect to receive, in
addition to the benefits offered under the Plan, a distribution from such
participants' Prior Plan Accounts as follows:
(i) an annuity, or
(ii) a qualified pre-retirement 100% survivor annuity.
III. Additional Forms of Benefits for Former Participants in the Parts, Inc.
401(k) Plan
A. Background. As of January 1, 1995, the Parts, Inc. 401(k) Plan
effective as of January 1, 1989 (the "Parts, Inc. Plan") was frozen. The Parts,
Inc. Plan was merged into the Plan as part of Genuine Parts Company's
acquisition of Parts, Inc. Accounts established under the Parts, Inc. Plan shall
constitute Prior Employer Accounts.
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B. Eligibility of Former Participants in the Parts, Inc. Plan to
Receive Additional Forms of Benefits. Effective January 1, 1995, former
participants in the Parts, Inc. Plan who became Participants in this Plan
("Parts, Inc. Participants") may elect to receive, in addition to the benefits
offered under this Plan, a distribution from their Prior Employer Accounts as
follows:
(i) on or after attaining the Parts, Inc. Plan's normal
retirement age which is age 60; or
(ii) in quarterly, semi-annual or annual installments
extending over a period certain not to exceed the
Parts Inc. Participant's life expectancy or the joint
life and last survivor expectancy of such participant
and his designated beneficiary.
IV. Additional Forms of Benefits for Former Participants in the
I.M.S./Horizon 401(k) Plan
A. Background. Genuine Parts Company's acquired International
Media & Supplies, Inc. and Horizon U.S.A. Data Supplies, Inc. ("Horizon") on
April 28, 1995. The I.M.S. Horizon Plan was continued to be maintained by
Horizon although the plan was amended to only permit participation by non-highly
compensated employees. The I.M.S./Horizon Plan was merged into the Plan
effective August 1, 1998. Accounts established under the I.M.S./Horizon Plan
shall constitute Prior Employer Accounts.
B. Eligibility of Former Participants in the I.M.S./Horizon Plan
to Receive Additional Forms of Benefits. Effective August 1, 1998, former
participants in the I.M.S./Horizon Plan who became Participants in the Plan
("I.M.S./Horizon Participants"), or their surviving spouses (as applicable), may
elect to receive, in addition to the benefits offered under the Plan, a
distribution from their Prior Employer Accounts as follows:
(i) upon termination of employment for reasons other than
death, disability or retirement, an I.M.S./Horizon
Participant may receive a distribution of his Prior
Plan Account on or after the last day of the Plan
Year coincident with or next following his
termination of employment;
(ii) on or after the I.M.S./Horizon Plan's early
retirement date, which is any date coincident with or
next following attainment of age 60 and completion of
seven years of service under the I.M.S./Horizon Plan;
(iii) a joint and 50% survivor annuity;
(iv) a joint and 75% survivor annuity;
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(v) a joint and 100% survivor annuity;
(vi) a life annuity;
(vii) in quarterly, semi-annual or annual cash installments
extending over a period certain not to exceed the
I.M.S./Horizon Participant's life expectancy or the
joint life and last survivor expectancy of such
participant and his designated beneficiary (a
designated beneficiary shall have the right to reduce
the period over which installment payments shall be
made);
(viii) an annuity extending over a period certain not to
exceed the I.M.S./Horizon Participant's life
expectancy or the joint life and last survivor
expectancy of such participant and his designated
beneficiary; or
(ix) a qualified pre-retirement survivor annuity.
Furthermore, any security interest held by the I.M.S./Horizon Plan by reason of
an outstanding loan to an I.M.S./Horizon Participant shall be taken into account
in determining the amount of any pre-retirement survivor annuity.
V. Additional Forms of Benefits for Former Participants in the Motion
Equipment, Inc. 401(k) Profit Sharing Plan
A. Background. The Motion Equipment, Inc. 401(k) Profit Sharing
Plan ("Motion Plan") has been merged into the Plan. Accounts established under
the Motion Plan shall constitute Prior Employer Accounts.
B. Eligibility of Former Participants in the Motion Plan to
Receive Additional Forms of Benefits. Effective as of the merger of the Motion
Plan into this Plan, former participants in the Motion Plan who became
Participants in this Plan ("Motion Participants") may elect to receive, in
addition to the benefits offered under this Plan, a distribution from their
Prior Employer Accounts as follows:
(i) on or after attaining the Motion Plan's early
retirement age, which is age 59-1/2;
(ii) on or after attaining the Motion Plan's normal
retirement age, which is age 62;
(iii) in a lump-sum distribution in-kind, or part in cash
and part in-kind; or
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(iv) in installments payable in cash or in-kind, over a
period certain not to exceed the Motion Participant's
life expectancy or the joint life and last survivor
expectancy of such participant and his designated
beneficiary.
VI. Additional Forms of Benefits for Former Participants in the Midcap
Bearing Corporation Profit Sharing Plan
A. Background. The Midcap Bearing Profit Sharing Plan effective
as of January 1, 1995 (the "Midcap Plan") has been merged into this Plan.
Accounts established under the Midcap Plan shall constitute Prior Employer
Accounts.
B. Eligibility of Former Participants in the Midcap Plan to
Receive Additional Forms of Benefits. Effective as of the merger of the Midcap
Plan into this Plan, former participants in the Midcap Plan who became
Participants in this Plan ("Midcap Participants") may elect to receive, in
addition to the benefits offered under this Plan, a distribution from their
Prior Employer Accounts as follows:
(i) on or after attaining the Midcap Plan's early
retirement age, which is age 59-1/2;
(ii) on or after attaining the Midcap Plan's normal
retirement age, which is age 62;
(iii) in a lump-sum distribution in-kind, or part in cash
and part in-kind; or
(iv) in installments payable in cash or in-kind, over a
period certain not to exceed the Midcap Participant's
life expectancy or the joint life and last survivor
expectancy of such participant and his designated
beneficiary.
VII. Additional Forms of Benefits for Former Participants in the Hub Tool &
Supply, Inc. 401(k) Plan
A. Background. As of December 31, 1998, the Hub Tool & Supply,
Inc. 401(k) Plan (the "Hub Plan") was frozen. The Hub Plan was subsequently
merged into the Plan. Accounts established under the Hub Plan shall constitute
Prior Employer Accounts.
B. Eligibility of Former Participants in the Hub Plan to Receive
Additional Forms of Benefits. Effective as of the merger of the Hub Plan into
this Plan, former participants in the Hub Plan who became Participants in this
Plan ("Hub Participants") may elect to receive, in addition to the benefits
offered under this Plan, a distribution from their Prior Employer Accounts as
follows:
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(i) in a life annuity with monthly income payable for the
life of the Participant;
(ii) in a life annuity with monthly income payable for the
life of the Participant and, if the Participant dies
before the end of a period of five, ten, or fifteen
years as selected by the Participant, with monthly
income payable to the Participant's beneficiary until
the end of such period;
(iii) in a life annuity with monthly income payable for the
life of the Participant and, if the Participant dies
before the total amount paid equals the Participant's
Prior Employer Account, with monthly income payable
to the Participant's beneficiary until the total
amount paid equals the Participant's Prior Employer
Account;
(iv) in a joint and survivor life annuity with monthly
income payable for the life of the Participant; with
50%, 66 2/3%, or 100% (as elected by the Participant)
of the Participant's monthly income payable for the
life of the Participant's survivor; and, if both the
Participant and the Participant's survivor die before
the total amount paid equals the Participant's Prior
Employer Account, payments continue to the
Participant's beneficiary until the total amount paid
equals the Participant's Prior Employer Account;
(v) in installment payments made monthly for a fixed
period of time equal to or greater than 60 months; or
(vi) in a series of flexible income payments for an amount
each year equal to that elected by the Participant
which, in the year the Participant attains age 70
1/2, must be equal to or greater than a minimum
amount.
VIII. Vesting Schedule and Additional Forms of Benefits for Former
Participants in the Summit Insulation Supply Co., Inc. Retirement Savings Plan
A. Background. As of November 30, 1999, the Summit Insulation
Supply Co., Inc. Retirement Savings Plan (the "Summit Plan") was frozen. The
Summit Plan was or will be subsequently merged into the Plan. Accounts
established under the Summit Plan shall constitute Prior Employer Accounts.
B. Vesting Schedule for Prior Employer Account. Notwithstanding
the vesting provisions of the Plan, any Participant who has two Years of
Credited Service shall be 20% vested in the regular matching
contribution/employer contribution subaccount of his Prior Employer Account that
is attributable to regular matching contributions/employer contributions made to
his account under the Summit Plan.
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C. Eligibility of Former Participants in the Summit Plan to
Receive Additional Forms of Benefits. Effective as of the merger of the Summit
Plan into this Plan, former participants in the Summit Plan who became
Participants in this Plan ("Summit Participants") may elect to receive, in
addition to the benefits offered under this Plan, a distribution from their
Prior Employer Accounts as follows:
(i) in a life annuity with monthly income payable for the
life of the Participant;
(ii) in a joint and survivor life annuity with monthly
income payable for the life of the Participant; with
50% of the Participant's monthly income payable to
the Participant's surviving spouse for the life of
the Participant's surviving spouse;
(iii) in a preretirement survivor annuity purchasable with
100% of the Participant's nonforfeitable accrued
benefit with monthly income payable to the
Participant's surviving spouse for the life of the
Participant's surviving spouse, in the event that the
Participant is married and dies prior to his annuity
starting date; or
(iv) in installment payments made monthly, quarterly, or
annually over a fixed reasonable period of time, not
exceeding the life expectancy of the Participant, or
the joint life and last survivor expectancy of the
Participant and his beneficiary.
IX. Additional Forms of Benefits for Former Participants in the H.A.
Holden, Inc. Profit Sharing Plan
A. Background. As of November 30, 1999, the H.A. Holden, Inc.
Profit Sharing Plan (the "Holden Plan") was frozen. The Holden Plan was or will
be subsequently merged into the Plan. Accounts established under the Holden Plan
shall constitute Prior Employer Accounts.
B. Eligibility of Former Participants in the Holden Plan to
Receive Additional Forms of Benefits. Effective as of the merger of the Holden
Plan into this Plan, former participants in the Holden Plan who became
Participants in this Plan ("Holden Participants") may elect to receive, in
addition to the benefits offered under this Plan, a distribution from their
Prior Employer Accounts as follows:
(i) in a life annuity with monthly income payable for the
life of the Participant;
(ii) in a joint and survivor life annuity with monthly
income payable for the life of the Participant; with
50% of the Participant's
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monthly income payable to the Participant's surviving
spouse for the life of the Participant's surviving
spouse;
(iii) in a preretirement survivor annuity purchasable with
50% of the Participant's nonforfeitable accrued
benefit with monthly income payable to the
Participant's surviving spouse for the life of the
Participant's surviving spouse, in the event that the
Participant is married and dies prior to his annuity
starting date; or
(iv) in installment payments made monthly, quarterly, or
annually over a fixed reasonable period of time, not
exceeding the life expectancy of the Participant, or
the joint life and last survivor expectancy of the
Participant and his beneficiary.
X. Additional Forms of Benefits for Former Participants in the Scottsdale
Tool & Supply, Inc. 401(k) Plan
A. Background. As of December 31, 1998, the Scottsdale Tool &
Supply, Inc. 401(k) Plan (the "Scottsdale Plan") was frozen. The Scottsdale Plan
was or will be subsequently merged into the Plan. Accounts established under the
Scottsdale Plan shall constitute Prior Employer Accounts.
B. Eligibility of Former Participants in the Scottsdale Plan to
Receive Additional Forms of Benefits. Effective as of the merger of the
Scottsdale Plan into this Plan, former participants in the Scottsdale Plan who
became Participants in this Plan ("Scottsdale Participants") may elect to
receive, in addition to the benefits offered under this Plan, a distribution
from that potion of their Prior Employer Accounts that accrued under the
Scottsdale Plan on or before December 31, 1996, in installment payments made
monthly, quarterly, or annually over a period of years certain selected by the
Participant that is less than the life of the Participant.
XI. Additional Forms of Benefits for Former Participants in the EIS, Inc.
401(k) Plan
A. Background. As of November 30, 1999, the EIS, Inc. 401(k) Plan
(the "EIS Plan"), formerly known as the EIS, Inc. Savings and Employee Stock
Ownership Plan, was frozen. The EIS Plan was or will be subsequently merged into
the Plan. Accounts established under the EIS Plan shall constitute Prior
Employer Accounts.
B. Eligibility of Former Participants in the EIS Plan to Receive
Additional Forms of Benefits. Effective as of the merger of the EIS Plan into
this Plan, former participants in the EIS Plan who became Participants in this
Plan ("EIS Participants") may elect to receive, in addition to the benefits
offered under this Plan, a distribution from their Prior Employer Accounts as
follows:
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(i) in a life annuity with monthly income payable for the
life of the Participant;
(ii) in a joint and survivor life annuity with monthly
income payable for the life of the Participant; with
50% of the Participant's monthly income payable to
the Participant's surviving spouse for the life of
the Participant's surviving spouse;
(iii) in a preretirement survivor annuity purchasable with
the Participant's nonforfeitable accrued benefit with
monthly income payable to the Participant's surviving
spouse for the life of the Participant's surviving
spouse, in the event that the Participant is married
and dies prior to his annuity starting date; or
(iv) in installment payments made monthly or annually over
a period of five to twenty years, not exceeding the
life expectancy of the Participant, or the joint life
and last survivor expectancy of the Participant and
his beneficiary.
Notwithstanding the provisions of Section 8.05 of the Plan, an
EIS Participant may elect to receive distributions of his
Prior Employer Account under Code Section 401(a)(9) in any of
the forms listed above. However, if an EIS Participant fails
to elect a form of benefit by his required beginning date, any
distribution of his Prior Employer Account made pursuant to
Code Section 401(a)(9) shall be in a lump sum.
C. Death Benefits for Prior Employer Account. Notwithstanding any
provisions of the Plan, in the event that an EIS Participant has not elected a
single life annuity, a joint and survivor annuity, or a preretirement survivor
annuity described above, in the event of the EIS Participant's death, his Prior
Employer Account shall be distribute to his Beneficiary (the "EIS Beneficiary")
as follows:
(i) If distributions to the EIS Participant have not
commenced, the EIS Participant's Prior Employer
Account will be distributed to the EIS Beneficiary in
either a lump sum payment or installment payments, as
described above, as elected by the EIS Beneficiary.
However, if the EIS Beneficiary fails to elect a
distribution option within ninety days of the EIS
Participant's death, the EIS Participant's Prior
Employer Account will be distributed to the EIS
Beneficiary in a lump sum.
(ii) If distributions to the EIS Participant have
commenced, the EIS Participant's Prior Employer
Account will continue to be distributed to the
Beneficiary over the same period certain elected by
the EIS Participant. However, within ninety days of
the EIS
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Participant's death, the EIS Beneficiary may elect to
receive the remaining unpaid Prior Employer Account
in a lump sum.
D. Additional Method of Distribution. Notwithstanding Section
8.02 of the Plan, an EIS Participant will receive a distribution of any
Qualifying Employer Securities held in his Prior Employer Account in whole
shares of the common stock of the Company.
E. Vesting Schedule for Prior Employer Account. Notwithstanding
the vesting provisions of the Plan, all EIS Participants shall be 100% vested in
their Prior Employer Accounts.
F. Additional In-Service Withdrawal Option. An EIS Participant
may invest the non-Qualifying Employer Securities portion of his "after-tax
contribution account" subaccount of his Prior Employer Account not more
frequently than once during each Plan Year.
G. Additional Investment Option. On or before December 31, 2001,
an EIS Participant may direct to have the Company Stock held in his Prior
Employer Account liquidated, the proceeds of which shall be invested in
accordance with the Participant's investment elections made pursuant to Section
6.06 of the Plan. However, an EIS Participant may not direct that any portion of
his Prior Employer Account be invested in Company Stock."
2.
This amendment shall be effective as of December 29, 2000. Except as
amended herein, the Plan shall remain in full force and effect.
IN WITNESS WHEREOF, Genuine Parts Company, acting through the Committee
has caused this Amendment to the Plan to be executed on the date shown below but
effective as of the date indicated above.
COMMITTEE TO THE
GENUINE PARTNERSHIP PLAN
By: /s/ Frank Howard
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Frank Howard, acting on behalf of the
Committee
Date: December 27, 2000
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