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EXHIBIT 10.30
FIRST AMENDMENT TO THE
MEDAPHIS EMPLOYEES' RETIREMENT SAVINGS PLAN
THIS AMENDMENT, made as of the 31st day of July, 1996, by MEDAPHIS
CORPORATION, a corporation duly organized and existing under the laws of the
State of Delaware (hereinafter called the "Primary Sponsor").
W I T N E S S E T H
WHEREAS, the Primary Sponsor adopted the Medaphis Employees' Retirement
Savings Plan (the "Plan") by indenture dated June 30, 1991; and
WHEREAS, the Plan was last amended and restated by indenture effective
July 1, 1995; and
WHEREAS, the Primary Sponsor desires to amend the Plan to preserve
certain "protected benefits" of members of plans of acquired companies which are
merged into the Plan and to extend certain of those benefits to participants
generally.
NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan,
effective July 31, 1996, as follows:
1. Section 1.1 of the Plan shall be amended by adding the following
definition thereto:
""Prior Company Account"--which shall reflect a Member's
interest in contributions (other than Elective Deferrals) that
are made by a Member's prior employer and which are 100%
vested."
2. Section 6 of the Plan shall be amended by adding the following Section
6.11 thereto:
"Prior to making any loan to a Member pursuant to this
Section, the consent of the requesting Member's spouse as to
the use of the Member's Account as security for any requested
loan and the offset against the Member's Account in the event
of a default on any requested loan must be obtained in
accordance with the notice and consent requirements of Code
Sections 417 and 411(a)(11) and the Regulations promulgated
thereunder."
3. Section 7.1 of the Plan shall be amended by replacing the first
sentence of Section 7.1 with the following:
"A Member who has attained age 59 1/2 may withdraw, in a lump
sum in cash, all or any portion of the balance of his Employee
Deferral Account, his Rollover Account, his Prior Company
Account, and the vested portion of his Matching Account."
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4. Section 7.2 of the Plan shall be amended by replacing the first
sentence of Section 7.2 with the following:
"A withdrawal pursuant to this Section 7.2 is designated a
"Hardship Withdrawal" and is subject to the following rules:
The Trustee shall, upon the direction of the Plan
Administrator, distribute, in a lump sum in cash, all or a
portion of a Member's Rollover Account, Employee Deferral
Account consisting of Deferral Amounts (but not earnings
thereon) and Prior Company Account prior to the time such
account is otherwise distributable in accordance with the
other provisions of the Plan; provided, however, that any such
distribution shall be made only if the Member is an Employee
and demonstrates that he is suffering from "hardship" as
determined herein."
5. Section 7 of the Plan shall be amended by adding the following Section
7.4 thereto:
"Prior to making any distribution pursuant to this Section,
the spouse of any Member requesting a distribution from his
Account must consent to the making of such distribution to the
Member in accordance with all notice and consent requirements
of Code Sections 417 and 411(a)(11) and the Regulations
promulgated thereunder."
6. Section 9.2 of the Plan shall be amended by replacing Section 9.2 with
the following:
"Payment to a Member shall be in the form of one lump
sum payment in cash unless the Accrued Benefit of the Member
exceeds $3,500, in which event the Member or the Beneficiary
by written instrument delivered to the Plan Administrator may
elect to have his or her Account distributed in one of the
forms of distribution listed below, as chosen by the Member or
Beneficiary:
(a) one lump sum payment in cash;
(b) a combination of one lump sum payment in cash for
a portion of his Account designated by the Member in annual,
semiannual, quarterly, or monthly installments in cash for the
remaining portion of the Member's Account;
(c) annual, semiannual, quarterly or monthly
installments in cash (If the Member elects annual, semiannual,
quarterly, or monthly installments for some or all of his
Account, such distributions shall be made over a period
specified by the Member not exceeding the life expectancy of
the Member or the joint life expectancies of the Member and
his Beneficiary);
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(d) a single life annuity (If the Member elects to
receive his benefits in the form of a single life annuity and
is married on the date of his death or the date distributions
are to commence, if applicable, the benefit shall
automatically be payable pursuant to Subsection (e) of this
Section unless the Member makes an election pursuant to
Section 9.2A not to receive the applicable annuity under
Subsection (e) during the applicable election period);
(e) an immediate annuity for the life of the Member
with a survivor annuity for the life of his or her spouse
which is fifty percent (50%) of the annuity payable during the
joint lives of the Member and his spouse (hereinafter referred
to as a "Qualified Joint and Survivor Annuity") (If the
Member's Accrued Benefit is payable in the form of a life
annuity, and the Member dies before he begins to receive
payments from the Fund, the Member's spouse shall receive an
immediate annuity for her life (hereinafter referred to as a
"Qualified Preretirement Survivor Annuity"). Notwithstanding
the foregoing, the surviving spouse of a Member who is
entitled to receive a Qualified Preretirement Survivor Annuity
may elect a lump sum payment prior to the date the annuity is
purchased or distributions begin);
(f) a single life annuity with certain periods of
five, ten or fifteen years as selected by the Member (If the
Member elects to receive his benefits in the form provided in
this Subsection and is married on the date of his death or the
date distributions are to commence, if applicable, the benefit
shall automatically be payable pursuant to Subsection (e) of
this Section unless the Member makes an election pursuant to
Section 9.2A not to receive the applicable annuity under
Subsection (e) during the applicable election period); and
(g) a single life annuity with installment refund and
survival percentages for the contingent annuitant designated
by the Member of 50% or 100% (If the Member elects to receive
his benefits in the form provided in this Subsection and is
married on the date of his death or the date distributions are
to commence, if applicable, the benefit shall automatically be
payable pursuant to Subsection (e) of this Section unless the
Member makes an election pursuant to Section 9.2A not to
receive the applicable annuity under Subsection (e) during the
applicable election period).
If an annuity is to be paid from the Plan, such
annuity may be purchased with the Member's Account from an
insurance company designated by the Plan Administrator or its
designee in writing to the insurance company and may be
distributed to the Member or his Beneficiary in full
satisfaction of the benefits to which the Member or his
Beneficiary is entitled under the Plan. The amount of the
annuity shall be the actuarial equivalent of the Member's
Account (reduced by any commissions or other costs charged by
the insurance company) based on factors used by the insurance
company from which the annuity is purchased."
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7. The Plan shall be amended by adding the following Section 9.2A:
"(a) The Plan Administrator shall furnish to the
Member a written explanation of:
(1) the terms and conditions of the Qualified Joint
and Survivor Annuity and the Qualified Preretirement Survivor
Annuity;
(2) the Member's right to make, and the effect of, an
election not to receive the Qualified Joint and Survivor
Annuity or the Qualified Preretirement Survivor Annuity;
(3) the rights of the Member's spouse as described
below; and
(4) the right to make and the effect of an election
pursuant to this Paragraph.
In the case of a Qualified Joint and Survivor
Annuity, the written explanation shall be provided to the
Member within ninety (90) days prior to the first date on
which he is entitled to commencement of payments from the
Fund. In the case of Qualified Preretirement Survivor Annuity,
the written explanation shall be provided to the Member in
whichever of the following periods ends last:
(A) the period beginning with the first day
of the Plan Year in which the Member attains age 32
and ending with the close of the Plan Year preceding
the Plan Year in which the Member attains age 35;
(B) the period beginning one year before and
ending one year after the Employee first becomes a
Member;
(C) the period beginning one year before and
ending one year after the provisions of this
Subsection apply to the Member; or
(D) a reasonable period of time after
separation from service in the case of a Member who
separates from service before attaining age 35.
The Member may elect, during the applicable election
period not to receive the Qualified Joint and Survivor Annuity
or Qualified Preretirement Survivor Annuity by execution and
delivery to the Committee of a form provided for that purpose
by the Committee. The term "applicable election period" shall
mean, with respect to a Qualified Joint and Survivor Annuity,
the 90-day period ending on the first date on which the Member
is entitled to commencement of payment from the Fund and with
respect to a Qualified
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Preretirement Survivor Annuity, the period which begins on the
first day of the Plan Year in which the Employee becomes a
Member and ends on his death. In the case of a married Member
no election shall be effective unless:
(I) the spouse of the Member
consents in writing to the election and the
consent acknowledges the effect of the
election (including, if applicable, the
identity of any Beneficiary other than the
Member's spouse and the alternate form of
payment) and is witnessed by a notary
public, or
(II) it is established to the
satisfaction of the Committee that the
consent required pursuant to Subclause (I)
of this Paragraph may not be obtained
because there is no spouse, the spouse
cannot be located, the Member has a court
order indicating that he is legally
separated or has been abandoned (within the
meaning of local law) unless a qualified
domestic relations order provides otherwise,
or of any other circumstances as permitted
by regulations promulgated by the Department
of the Treasury. If the spouse is legally
incompetent to give consent, consent by the
spouse's legal guardian shall be deemed to
be consent by the spouse.
(b) Any consent by a spouse (or establishment that
the consent of a spouse may not be obtained) shall be
effective only with respect to that spouse. If an election is
made, the Member's vested Accrued Benefit shall be paid in the
alternate form of payment set forth in Plan Section 9.2 chosen
by the Member by written instrument delivered to the
Committee. Any waiver of a Qualified Preretirement Survivor
Annuity made prior to the first day of the Plan Year in which
the Member attains age 35 shall become invalid as of the first
day of the Plan Year in which the Member attains age 35 and a
Qualified Preretirement Survivor Annuity shall be provided,
unless a new waiver is obtained. The Member may revoke any
election not to receive payment in the form of a Qualified
Joint and Survivor Annuity or Qualified Preretirement Survivor
Annuity at any time prior to commencement of payments from the
Fund, and may make a new election at any time prior to the
commencement of payments from the Fund."
8. Section 9.3(a) of the Plan shall be amended by replacing Section 9.3
(a) with the following:
"(a) if a Member's vested Accrued Benefit exceeds
$3,500, it shall not be distributed before the Member's Normal
Retirement Age or death without the consent of the Member, and
if the Member is married and elects a form of payment other
than a Qualified Joint and Survivor annuity, with the consent
of his spouse (of if the Member is deceased, his surviving
spouse)."
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9. Section 10.3(a) of the Plan shall be amended by replacing Section
10.3(a) with the following:
"(a) his Employee Deferral Account, Voluntary
Contribution Account, his Rollover Account, and Prior Company
Account, which shall be fully vested and nonforfeitable at all
times; and"
* * * * *
Except as specifically amended hereby, the Plan shall remain in full
force and effect as prior to this Amendment.
IN WITNESS WHEREOF, the Primary Sponsor has executed this First
Amendment as of the date and the year first above written.
MEDAPHIS CORPORATION
By:
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Title:
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ATTEST:
By:
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Title:
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