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EXHIBIT 10.19(c)
AMENDMENT NO. 2 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 as of this 1st day of
October, 1993, 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 has been amended from time to time; and
WHEREAS, effective October 1, 1993, the Employer adopted a
special voluntary severance plan for eligible salaried employees of Intermet
Foundries, Inc. and its subsidiaries, known as the 1993 Special Voluntary
Severance Plan for Salaried Employees of Intermet Foundries, Inc. and Its
Subsidiaries (the "1993 Special Voluntary Severance Plan"); and
WHEREAS, because Participants who elect to resign from
employment under the 1993 Special Voluntary Severance Plan will cease
employment with the Employer and active participation under this Plan effective
as of their "Severance Date," as that term is defined in the 1993 Special
Voluntary Severance Plan, the parties desire to amend the Plan to provide
special provisions for
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Participants electing to participate in the 1993 Special Voluntary Severance
Plan and to clarify the Plan's provisions relating to severance pay;
NOW, THEREFORE, for and in consideration of the premises and
mutual covenants contained herein, the parties hereto agree as follows:
1.
Section 2.1 is hereby amended by adding the following at the
end of the present section:
"Annual Compensation shall not include any amounts paid to a
Participant or former Participant as severance pay pursuant
to any plan, program or policy of the Employer."
2.
Article III is hereby amended by adding the following new
Section 3.9:
"3.9 Participation in the 1993 Special Voluntary
Severance Plan -
(a) In General - This Section shall apply only to
those Participants who are eligible for, and elect to
participate in, the 1993 Special Voluntary Severance
Plan for Salaried Employees of Intermet Foundries,
Inc. and Its Subsidiaries (the "1993 Special
Voluntary Severance Plan"). The terms "Severance
Date" and "Severance Pay" shall have the meanings
given them under the 1993 Special Voluntary Severance
Plan and such definitions are expressly incorporated
herein by reference. Notwithstanding the provisions
of this Section 3.9, the Employer may restrict the
benefits of any Highly Compensated Employee in order
to satisfy the applicable non-discrimination
requirements of the Code.
(b) Service - Except as otherwise provided in
this Section 3.9, a Participant who elects to
participate in the 1993 Special Voluntary
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Severance Plan shall cease active participation
in this Plan for all purposes effective as of his
Severance Date. Such Participant shall not
be eligible to participate in Pay Transfers,
Matching Contributions, Profit Sharing Contributions
or allocations of Forfeitures pursuant to Sections
4.1, 4.3 and 5.4 of the Plan, respectively, for any
period that such Participant receives Severance Pay.
(c) Matching Contributions - Notwithstanding the
requirement in Section 4.3(a) that a Participant be
an active Employee on the last day of the Calendar
Quarter in order to receive a Matching Contribution
for such Calendar Quarter, if the Participant elects
to participate in the 1993 Special Voluntary
Severance Plan and such Participant is not an active
Employee on the last day of a Calendar Quarter for
which he has made Pay Transfers because the
Participant incurred his Severance Date during such
Calendar Quarter, he shall nevertheless be eligible
to receive a Matching Contribution in accordance with
Section 4.3(a) of the Plan for the Calendar Quarter
during which the Participant's Severance Date occurs.
(d) 1993 Profit Sharing Contributions - For the
Plan year ending December 31, 1993 only (the "1993
Plan Year"), the Employer shall make a one-time
Profit Sharing Contribution pursuant to Section
4.3(c) of the Plan for each Participant who: (i)
elects to participate in the 1993 Special Voluntary
Severance Plan; (ii) has a Severance Date prior to
December 31, 1993; and (iii) has a Year of Service
for the 1993 Plan Year.
(e) Annual Compensation - For purposes of the
Matching Contributions and Profit Sharing
Contributions made under this Section 3.9, Annual
Compensation shall only include a Participant's
Annual Compensation received through the
Participant's Severance Date and shall not include
any Severance Pay.
(f) Early or Normal Retirement - A Participant
who is eligible for, and elects to participate in,
the 1993 Special Voluntary Severance Plan, but who
does not satisfy the requirements of Section 6.1 as
of his Severance Date, shall be granted such
additional age and/or service under this Plan so that
he satisfies the requirements of Section 6.1(a) or
6.1(b) of the Plan as of his Severance
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Date, without regard to the Participant's actual Severance
Date under the 1993 Special Voluntary Severance Plan."
3.
The provisions of this Amendment No. 2 shall be effective as of October
1, 1993.
4.
Except as hereby modified, the Plan shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No.
2 to be duly executed as of the day and the year first above written.
EMPLOYER:
INTERMET CORPORATION
By: /s/ John Ernst
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Title: V.P. Finance
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TRUSTEE:
TRUST COMPANY BANK
By: /s/
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Title: Vice President
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