EXHIBIT 10.46
AMENDMENT NO. 10 TO
THE GENUINE PARTS COMPANY
PENSION PLAN
This Amendment to the Genuine Parts Company Pension Plan is adopted by
Genuine Parts Company (the "Company") through action of the Pension and Benefits
Committee, effective as of the date set forth herein.
WITNESSETH:
WHEREAS, the Company maintains the Genuine Parts Company Pension Plan
(the "Plan"), as amended and restated effective January 1, 1989, and such Plan
is currently in effect; and
WHEREAS, Section 8.06(c) of the Plan authorizes the Pension and
Benefits Committee to amend the Plan;
NOW, THEREFORE, BE IT RESOLVED that the Plan is hereby amended as
follows:
1.
Section 2.37 is hereby deleted and a new Section 2.37 is substituted
therefore as follows:
"2.37 Pension and Benefits Committee or Committee shall mean the
Pension and Benefits Committee of the Company which is appointed by the Board or
its designee to administer the Plan in accordance with the terms of Article
VIII. The terms Pension Committee, Committee or Pension and Benefits Committee
may be used interchangeably.
2.
A new Section 4.11 shall be added to the Plan to read as follows:
"4.11 Change in Control
(a) Notwithstanding anything contained herein to the
contrary, any Participant who (i) has a Termination
Date during the five-year period beginning on the
date on which a Change in Control occurs and (ii) at
the time of such Termination Date had attained age 55
with 15 years of Credited Service may elect to
receive a lump sum distribution of his Accrued
Benefit.
(b) Notwithstanding anything contained herein to the
contrary, the value of a lump sum distribution under
this Section will be
determined based on the Applicable Mortality Table
and the Applicable Interest Rate, which shall mean
the following:
(1) Applicable Mortality Table shall have that
meaning as defined in Section 2.03
("Actuarial Equivalent").
(2) Applicable Interest Rate shall mean the
lesser of
(i) The "Applicable Interest Rate" as
defined in Section 2.03 ("Actuarial
Equivalent") or
(ii) The annual rate of interest on
10-year Treasury notes for the
month of October that precedes the
beginning of the Plan Year in which
such distribution occurs.
(c) Change in Control shall mean,
(1) The acquisition by any individual, entity or
group (within the meaning of Section 13(d)(3) or
14(d)(2) of the 1934 Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3
promulgated under the 1934 Act) of 20% or more of the
combined voting power of the then outstanding voting
securities of Genuine Parts entitled to vote
generally in the election of directors (the
"Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (1),
the following acquisitions shall not constitute a
Change of Control: (i) any acquisition by a Person
who is on the date hereof the beneficial owner of 20%
or more of the Outstanding Company Voting Securities,
(ii) any acquisition directly from Genuine Parts,
(iii) any acquisition by Genuine Parts, (iv) any
acquisition by any employee benefit plan (or related
trust) sponsored or maintained by Genuine Parts or
any corporation controlled by Genuine Parts, or (v)
any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and
(iii) of Section 4.11(c)(3); or
(2) Individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease
for any reason to constitute at least a majority of
the Board; provided, however, that any individual
becoming a director subsequent to the date hereof
whose election, or nomination for election by Genuine
Parts' shareholders, was approved by a vote of at
least a majority of the directors then comprising the
Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual
whose initial
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assumption of office occurs as a result of an actual
or threatened election contest with respect to the
election or removal of directors or other actual or
threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board; or
(3) Consummation of a reorganization, merger,
consolidation or share exchange or sale or other
disposition of all or substantially all of the assets
of Genuine Parts (a "Business Combination"), in each
case, unless, following such Business Combination,
(i) all or substantially all of the individuals and
entities who were the beneficial owners of the
Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of the combined
voting power of the then outstanding voting
securities entitled to vote generally in the election
of directors of the corporation resulting from such
Business Combination (including, without limitation,
a corporation which as a result of such transaction
owns Genuine Parts or all or substantially all of
Genuine Parts' assets either directly or through one
or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to
such Business Combination of the Outstanding Company
Voting Securities, and (ii) no Person (excluding any
corporation resulting from such Business Combination
or any employee benefit plan (or related trust) of
Genuine Parts or such corporation resulting from such
Business Combination) beneficially owns, directly or
indirectly, 20% or more of the combined voting power
of the then outstanding voting securities of such
corporation except to the extent that such ownership
existed prior to the Business Combination, and (iii)
at least a majority of the members of the board of
directors of the corporation resulting from such
Business Combination were members of the Incumbent
Board at the time of the execution of the initial
agreement, or of the action of the Board, providing
for such Business Combination; or
(4) Approval by the shareholders of Genuine
Parts of a complete liquidation or dissolution of
Genuine Parts.
3.
This Amendment shall be effective July 1, 2001. Except as amended
herein, the Plan shall remain in full force and effect.
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IN WITNESS WHEREOF, Genuine Parts Company, acting through the Pension
and Benefits Committee has caused this Amendment to the Plan to be executed on
the date shown below but effective as of the date indicated above.
PENSION AND BENEFITS COMMITTEE
By: /s/ George W. Kalafut
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Date: November 28, 2001
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Attest: /s/ Frank M Howard
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