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EXHIBIT 10.19(b)
AMENDMENT NO. 1 TO THE
INTERMET CORPORATION SAVINGS AND
INVESTMENT PLAN AND TRUST
(As Amended and Restated Effective As Of January 1, 1989)
This Amendment made and entered into this 13 day of April, 1992, by
and between Intermet Corporation, a Georgia corporation (referred to as the
"Employer"), and Trust Company Bank, as trustee (referred to herein as the
"Trustee");
W I T N E S S E T H:
WHEREAS, the Employer previously established for the exclusive benefit
of its eligible employees a profit sharing plan and trust known as the Intermet
Corporation Savings and Investment Plan and Trust (the "Plan"); and
WHEREAS, the Plan was amended and restated effective as of January 1,
1989; and
WHEREAS, the parties now desire to amend the Plan in accordance with
the power of amendment contained therein;
NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants contained herein, the parties hereto agree as follows:
1.
Section 2.1 of the Plan is hereby amended by deleting the present
provision and substituting the following:
"2.1 Annual Compensation - For purposes of (i) determining
the amount an Employee may elect to contribute on a pre-tax basis to
the Plan, and (ii) the allocation of the Employer's Matching
Contribution and Profit Sharing Contribution, Annual Compensation
means the Participant's remuneration from the Employer for the Plan
Year determined in accordance with Code Section 414(s) (or Code
Section 415(c)(3) if required),
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including wages, salary, overtime pay, bonuses, commissions and
performance award payments and all elective contributions made by the
Employer on behalf of the Employee under Sections 125, 402(a)(8),
402(h) or 403(b) of the Code, but excluding indirect payments such as
contributions made by the Employer to this or any other profit sharing
plan or pension plan, welfare plan, group insurance plan, etc., unless
specifically included under this Section 2.1. Notwithstanding the
foregoing, the Employer may elect to use any method of determining
Annual Compensation for any other purpose under the Plan, including
nondiscrimination testing, provided that such method is permissible
under the Code and regulations thereunder. For Plan Years commencing
on January 1, 1989 and thereafter, the Annual Compensation of any
Employee taken into account under the Plan for any Plan Year shall not
exceed $200,000, as adjusted under Section 415(d) of the Code,
provided that in the case of a Participant who is a member of the
family of: (i) a 5% owner or (ii) a Highly Compensated Employee in
the group consisting of the 10 Highly Compensated Employees paid the
greatest Annual Compensation during such Plan Year, each Participant's
Annual Compensation shall include any Annual Compensation received
from the Employer by such Participant's spouse and any lineal
descendants of the Participant who have not attained age 19 before the
close of such Plan Year. For purposes of determining the amount a
Participant may elect to contribute to the Plan as a Pay Transfer,
only Annual Compensation earned while the Participant participated in
the Plan shall be considered."
2.
Section 3.2(b) of the Plan is amended by inserting the following
phrase at the end of the current provision:
", provided that such Employee shall not be required to complete a
minimum number of Hours of Service during such six-month period."
3.
Section 3.3(c) of the Plan is hereby amended by deleting the first
sentence of the existing provision and substituting the following:
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"Except as otherwise provided herein, in addition to Service credited
under Section 3.3(a) and (b), for purposes of eligibility and vesting,
an Employee's period of employment with INTAT Precision, Inc., New
River Castings Company, and such other joint ventures or other
entities related to the Company and designated as the Plan
Administrator from time to time, shall be counted as Service
hereunder, but only for such period during which such other entity is
related to the Company."
4.
Section 4.2 of the Plan is amended by adding the following new
subsection 4.2(c)(iii):
"(iii) In the event that the multiple use limitation set
forth in Section 1.401(m)-2(b) of the Regulations applies, the
provisions of Section 4.4(e) of the Plan shall govern."
5.
Section 4.2(e) of the Plan is amended by inserting, after the first
full sentence in the first full paragraph, the following sentence:
"The amount of Excess Contributions that may be distributed with
respect to an Employee for a Plan Year is reduced by any Excess
Contributions previously distributed to the Employee for the
Employee's taxable year ending with or within the Plan Year."
6.
Section 4.2(e) of the Plan is further amended by placing a period
(".") after the word "tested" and deleting the following phrase from the third
sentence of the current provision:
", plus the allocable income for the period between the end of such
Plan Year and the date of distribution of such Excess Contributions
(the "gap period")."
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7.
Section 4.3 of the Plan is hereby amended by adding the following new
subsection 4.3(f):
"(f) Excess Forfeitures - If the Forfeitures associated with
Matching Contributions for any Plan Year exceed the amount required to
be contributed by the Employer or Company as a Matching Contribution
for such Plan Year, such excess Forfeitures shall be used to reduce
the amount required to be contributed by the Employer or Company as a
Profit Sharing Contribution for such Plan Year. If the Forfeitures
associated with Profit Sharing Contributions for any Plan Year exceed
the amount required to be contributed by the Employer or Company as a
Profit Sharing Contribution for such Plan Year, such excess
Forfeitures shall be used to reduce the amount required to be
contributed by the Employer or Company as a Matching Contribution for
such Plan Year."
8.
Section 4.4(e) of the Plan is amended by adding the following sentence
at the end of the current provision:
"Further, provided, in the event that the multiple use limitation as
set forth in Section 1.401(m)-2(b) of the Regulations applies with
respect to any Highly Compensated Employee, the Actual Deferral
Percentages of each Highly Compensated Employee, shall be reduced
(beginning with such Highly Compensated Employee whose Actual Deferral
Percentage is highest) so that the multiple use limitation is not
exceeded. The amount by which each Highly Compensated Employee's
Actual Deferral Percentage is reduced shall be treated as an Excess
Contribution as provided under Section 4.2(e)."
9.
Section 4.4(g) of the Plan is amended by inserting a period "." after
the word "tested" and deleting the following phrase in the first sentence of the
current provision:
", plus the allocable income for the period between the end of such
Plan Year and the date of distribution of such excess (the "gap
period")."
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10.
Section 5.2(b)(1) of the Plan is hereby amended by adding the
following paragraph after the first full paragraph in the current provision:
"Notwithstanding the foregoing, effective January 1, 1992, a
Participant shall be given the opportunity to change the investment
direction of his Participant Directed Amount on a quarterly basis each
January 1, April 1, July 1 or October 1. Such change in the
investment direction of a Participant's future savings shall be
effective for the first payroll period which begins on or after
January 1, April 1, July 1 or October 1, whichever applies."
11.
Section 5.3(b) of the Plan is hereby amended by deleting the present
provision and substituting the following:
"(b) The Plan Administrator, or its agent, shall make
appropriate adjustments in the Employer Contribution Accounts, Pre-tax
Accounts, ESOP Transfer Accounts and Rollover Accounts of all
Participants, former Participants and Beneficiaries who have unpaid
balances in their accounts at such time, by allocating pro rata among
such accounts based on the respective balances thereof as of the
preceding Valuation Date (plus one-half of all contributions made
since such preceding Valuation Date, less any distributions or
withdrawals since such preceding Valuation Date), any increases or
decreases in the value of the assets of the appropriate separate
investment funds of the Trust Fund, any income (other than
contributions) or expenses or costs, and any realized gains and losses
of the appropriate separate investment funds of the Trust Fund since
such preceding Valuation Date."
12.
Section 5.4(a) of the Plan is hereby amended by deleting the second
sentence of the existing provision and substituting the following:
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"If the Participant has no Vested Interest in his Employer
Contribution Account, subject to Section 5.4(c), his entire Employer
Contribution Account shall be forfeited and allocated as provided in
Section 4.3 as of the Annual Valuation Date for the Plan Year in which
payment of the terminated Participant's Vested Interest in his Pre-tax
Account commences."
13.
Section 5.4(c) of the Plan is hereby amended by deleting the present
provision and substituting the following:
"(c) Participant With No Vested Interest - If a Participant
who has no Vested Interest in his Employer Contribution Account
terminates Employment, and if the Participant is reemployed by the
Employer prior to incurring five (5) consecutive one (1) year Breaks
in Service, upon such reemployment, the amount in his Employer
Contribution Account at the time he terminated Employment shall be
restored, either out of Forfeitures or Trust earnings attributable to
the Plan Year in which he is reemployed, or by an additional Employer
Contribution, as determined in the sole discretion of the Plan
Administrator."
14.
Section 6.4 is hereby amended by deleting the first sentence of the
present provision and substituting the following:
"In the event a Participant shall become disabled (as hereinafter
defined) while actively employed, if such Participant terminates
Employment due to the disability, he shall be entitled to receive the
entire amount of his interest in the Plan, computed as of the
Valuation Date coincident with or next preceding the date he is
determined to be disabled by the Plan Administrator."
15.
Section 6.5 of the Plan is amended by inserting the following new
paragraph after the first full paragraph of the current provision:
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"Provided, however, that the vested percentage of an
individual who is not credited with an Hour of Service on or after
January 1, 1989, shall be determined in accordance with the vesting
schedule in effect at the time such individual terminated Employment.
Notwithstanding the foregoing provisions, in no event shall the
operation of the foregoing vesting schedule decrease the Vested
Interest of any Participant determined as of the day before the date
the revised vesting schedule became effective. Further, provided,
however, that any Participant who has three (3) or more years of
service shall have the right to elect (during the Election Period as
defined in Section 13.4 of the Plan) to continue to have his Vested
Interest determined in accordance with the vesting schedule in effect
prior to the effective date of the revised vesting schedule."
16.
Effective as of October 1, 1992, Section 6.5 of the Plan is further
amended by deleting the last paragraph of the existing provision and
substituting the following:
"Notwithstanding Section 6.1(b), a Participant who terminates
Employment prior to October 1, 1992 and prior to attaining age
fifty-five (55), but who has completed at least thirty (30) Years of
Service shall be eligible to request payment of his Vested Interest as
of any day coincident with or following this fifty-fifth (55th)
birthday. A Participant who terminates Employment prior to attaining
age 60 but who has completed at least ten (10) Years of Service shall
be eligible to request payment of his Vested Interest as of any day
coincident with or following his sixtieth (60th) birthday. Such
Vested Interest shall be determined as of the Valuation Date
coincident with or next preceding such election to receive his Vested
Interest in the Plan, and shall be payable to the Participant as
described in Section 6.7(b), treating such Participant as a
Participant who terminated Employment under Section 6.5 and not as a
retiree under the Plan. A Participant who terminates Employment on or
after October 1, 1992 and who is eligible for benefits under this
Section 6.5 shall be eligible to receive payment of his Vested
Interest in accordance with Section 6.7(b)(1) or (b)(3) as applicable,
provided that such Participant shall not be treated as a retiree under
the Plan."
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17.
Effective as of October 1, 1992, Section 6.6 of the Plan is hereby
amended by deleting the first paragraph of the existing provision and
substituting the following:
"6.6 Hardship Withdrawals - A Participant may request a
withdrawal on account of a hardship in accordance with the provisions
of this Section 6.6. The amounts available for a hardship withdrawal
shall be as follows: (i) all of the Participant's Pay Transfers
through December 31, 1988 plus interest and earnings thereon through
December 31, 1988, plus (ii) the Participant's Pay Transfers after
December 31, 1988 (excluding interest and earnings thereon), plus
(iii) the Participant's Rollover Account. A Participant may request a
hardship withdrawal not more than once each calendar quarter,
provided, however, this limitation shall not apply in the case of a
hardship withdrawal request necessitated by the serious illness,
injury or accident of a Participant and/or a member of his family. A
hardship withdrawal request shall be made in writing to the Plan
Administrator in the form prescribed by the Plan Administrator;
provided, however, such hardship withdrawals shall only be permitted
under the following circumstances:"
18.
Effective as of October 1, 1992, Sections 6.7(b) and (c) of the Plan
are hereby amended by deleting the present provisions and substituting the
following:
"(b) Payment on Account of Termination of Employment -
(1) Vested Interest of $3,500 or Less - In the event
a Participant becomes entitled to payment under Section 6.5,
if a Participant's entire Vested Interest is $3,500 or less,
such Vested Interest shall be paid as a lump sum as soon as
administratively practicable following the Participant's
termination of Employment. If such Vested Interest exceeds
$3,500, such Vested Interest shall be paid in
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accordance with Sections 6.7(b)(2), (3) and (4).
(2) Termination of Employment Prior to October 1,
1992 -
(i) Vested Interest in Excess of $3,500:
Payment of Pre-tax Account and Rollover Account - In
the event the Participant terminates Employment prior
to October 1, 1992 and becomes entitled to payment
under Section 6.5, if his entire Vested Interest
exceeds $3,500, with the consent of the Participant,
the amount in his Pre-tax Account and Rollover
Account shall be payable as a lump sum within a
reasonable time following the valuation of such
interest. Payment of his interest in his Employer
Contribution Account shall be made in accordance with
Section 6.7(b)(2)(ii). If the Participant fails to
consent to a distribution under this Section
6.7(b)(2) at the time of his termination of
Employment, the Participant may later request that
his entire Vested Interest in the Plan be paid as a
lump sum as soon as administratively practicable
after any Valuation Date that is coincident with or
immediately follows the date that would have been the
Participant's earliest retirement date under the Plan
in accordance with Section 6.1, provided, however,
that such Participant shall not be treated as a
retiree under the Plan. The earliest retirement age
under Section 6.1 and this Section 6.7(b) is age 55
if the Participant has 30 or more Years of Service
and age 60 if the Participant has less than 30 but 10
or more Years of Service. In all other cases, the
earliest retirement date shall be the Participant's
Normal Retirement Date had he remained in Employment.
If the Participant does not request payment of such
interest prior to his Normal Retirement Date, then
such interest shall be paid in the form selected by
the Participant under Section 6.7(c) as soon as
administratively practicable following the Valuation
Date that is coincident with or immediately precedes
the date that would have been the Participant's
Normal Retirement Date had he remained in Employment.
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(ii) Vested Interest in Excess of $3,500:
Payment of Employer Contribution Account Prior to
Normal Retirement Date - In the event the Participant
terminates Employment prior to October 1, 1992 and
becomes entitled to payment under Section 6.5, if his
entire Vested Interest exceeds $3,500, with the
consent of the Participant, payment of his Vested
Interest in his Employer Contribution Account shall
be made in five equal annual installments, adjusted
for net income earned on the undistributed balance,
commencing as soon as administratively practicable
after the Valuation Date that is coincident with or
immediately follows the date that is twelve months
after the Participant's termination of Employment.
If at the time payments are to commence each
installment would be less than $1,000, then the
entire amount of the Participant's Vested Interest in
his Employer Contribution Account shall be paid as a
lump sum. If the consent of the Participant is
required and the Participant does not consent to
receive a distribution, the Participant may later
request that his entire Vested Interest in his
Employer Contribution Account be paid in five equal
annual installments (or in a lump sum if each annual
installment would be less than $1,000) as soon as
administratively practicable after any Valuation Date
that is coincident with or immediately follows the
date that would have been the Participant's earliest
retirement date under the Plan (as described in
Section 6.7(b)(2)(i) provided, however, that such
Participant shall not be treated as a retiree under
the Plan. If the Participant does not request that
distributions commence prior to the date that would
have been his Normal Retirement Date had he remained
in Employment, such interest shall be paid in
accordance with Section 6.7(b)(4).
(3) Termination of Employment On or After October 1,
1992: Vested Interest in Excess of $3,500 - If a Participant
terminates Employment on or after October 1, 1992, payment of
his Vested Interest shall be made as soon as administratively
practicable following the Participant's termination of
Employment if the Participant
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consents to such distribution. If the Participant does not
consent to such distribution, he may later request payment of
his Vested Interest, as of any subsequent Valuation Date, upon
written notice to the Plan Administrator, with payment to be
made in the form elected by the Participant under Section
6.7(c), beginning as soon as administratively practicable
following the Valuation Date designated by the Participant.
(4) Vested Interest in Excess of $3,500: Payment of
Vested Interest Subsequent to Normal Retirement Date - If the
former Participant entitled to payment under Section 6.5 does
not consent to or request the distribution of all or a portion
of his Vested Interest in the Plan under Section 6.5(b)(2) or
(3) prior to the date that would have been his Normal
Retirement Date, then such Vested Interest shall be paid in
the form selected by the Participant under Section 6.7(c) as
soon as administratively practicable following the Valuation
Date that is coincident with or immediately precedes the date
that would have been the Participant's Normal Retirement Date
had he remained in Employment.
(c) Methods of Payment - Except as restricted in Section
6.7(b)(2), the available modes of payment of benefits under the Plan
are as follows:
(i) Distribution in full (lump sum) during any single
calendar year; or
(ii) Five substantially equal annual installments,
adjusted for income earned on the undistributed balance,
commencing as soon as administratively practicable after the
Participant becomes entitled to payment, provided, however, if
at the time payments are to commence, each installment is
$1,000 or less, then the interest shall be paid in a lump sum.
If a Participant who is otherwise entitled to elect the method of
payment of his benefit fails to make such election, his benefit shall
be paid in the form of a lump sum."
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19.
Section 8.3 of the Plan is hereby amended by deleting the first
sentence of the present provision and substituting the following:
"The Plan Administrator shall have the sole and exclusive
discretionary power to construe and interpret the Plan, and to
determine all questions that may arise thereunder, including, but not
limited to, (a) the eligibility of individuals to participate in the
Plan, (b) the amount of benefits to which any Participant or
Beneficiary may become entitled hereunder, and (c) any situation not
specifically covered by the provisions of the Plan, and the Plan
Administrator's decisions on such matters shall be final and binding
on all parties."
20.
Article X of the Plan is amended by adding the following sentence to
the end of the second paragraph in the current Article X:
"In the event of an amendment to the vesting schedule contained in the
Plan, such amendment shall be in accordance with provisions of Section
6.5 of the Plan."
21.
The last sentence of Article XI is deleted and replaced with the
following sentence:
"In the event of the termination, the partial termination, or the
complete discontinuance of contributions to the Plan, each affected
Participant shall become fully vested in his Employer Contribution
Account."
22.
Schedule A, the list of authorized adopting Employers, is hereby
amended by adding the following Employers:
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Authorized Date of Eligible
Employers Participation Employee Group
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PBM Industries, Inc. April 1, 1992 Salaried Employees
Intermotive April 1, 1992 Salaried Employees
Technologies, Inc.
(formerly Batten
Design and Engineering
Services, Inc.)
23.
The provisions of Paragraphs 6, 9 and 10 above shall be effective as
of January 1, 1992. Paragraphs 16, 17 and 18 shall be effective as of October
1, 1992. Paragraph 22 shall be effective as of April 1, 1992. Unless
otherwise provided, the provisions of all the other Paragraphs of this
Amendment No. 1 shall be effective as of January 1, 1989.
24.
Except as hereinabove amended, the Plan in all other
sections shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be
duly executed as of the day and the year first above written.
EMPLOYER:
INTERMET CORPORATION
By: /s/ James W. Rydel
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Title: V.P. Human Resources
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TRUSTEE:
TRUST COMPANY BANK
By:
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Title: Vice President
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