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Exhibit 10.41.2
SECOND AMENDMENT TO
THE NORRELL CORPORATION
401(K) RETIREMENT SAVINGS
PLAN (1994 RESTATEMENT)
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SECOND AMENDMENT TO THE
NORRELL CORPORATION 401(K) RETIREMENT SAVINGS PLAN
(1994 RESTATEMENT)
THIS SECOND AMENDMENT to the Norrell Corporation 401(k) Retirement
Savings Plan (1994 Restatement) (the "Plan") is made on this ____ day of
December, 1996, by Norrell Corporation (the "Company"), to be effective as of
January 1, 1997.
W I T N E S S E T H :
WHEREAS, Section 12.1 of the Plan provides that the Company has the
right to amend the Plan at any time; and
WHEREAS, the Company desires to amend the Plan to comport with changes
in the manner in which "highly compensated employees" are determined under the
Internal Revenue Code, and to provide that Matching Contributions may be made to
certain Management Services Employees;
NOW, THEREFORE, the Plan hereby is amended as follows:
I.
Section 1.45 is amended in its entirety to read as follows:
1.45 Highly Compensated Employee shall mean an
employee of an Affiliate who is described in subsection (a)
below, as modified by subsections (b), (c) and (d) hereof. The
determination of who is a Highly Compensated Employee shall be
made separately for (i) the Controlling Company and its
Affiliates, and (ii) each Related Company and its Affiliates.
(a) General Rule.
(1) An employee who, at any time during the
current or immediately preceding Plan Year, owned [or was
considered as owning within the constructive ownership rules
of Code ss.318 as modified by Code ss.416(i)(1)(B)(iii)] more
than 5 percent of the outstanding stock of a corporate
Affiliate or stock possessing more than 5 percent of the total
combined voting power of all stock of a corporate Affiliate or
more than 5 percent of the capital or profits interest in a
noncorporate Affiliate; or
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(2) An employee who received Compensation
from Affiliates during the immediately preceding Plan Year in
excess of $80,000 [as adjusted by the Internal Revenue Service
under Code ss.414(q) (which references Code ss.415(d) of the
regulations promulgated thereunder for cost of living
increases)] and, if elected by the Company for such preceding
Plan Year, was within the group consisting of the most highly
compensated 20 percent of the employees of all Affiliates for
such preceding Plan Year.
(b) Excluded Employees. For purposes of
subsection (a)(2) hereof, the following may be excluded when
determining the most highly compensated 20 percent of the
employees and the total number of officers, respectively, of
an Affiliate:
(1) employees who have not completed 6
months of service;
(2) employees who normally work fewer than
17-1/2 hours per week;
(3) employees who normally work during not
more than 6 months during any Plan Year;
(4) employees who have not attained age 21;
and
(5) except to the extent provided in
Treasury Regulations, employees who are included in a
unit of employees covered by an agreement which the
Secretary of Labor finds to be a collective
bargaining agreement between employee representatives
and an Affiliate.
(c) Nonresident Aliens. For purposes of this
Section, nonresident aliens who receive no earned income from
an Affiliate which constitutes income from sources within the
United States [as described in Code ss.414(q)(11)] shall not
be treated as employees.
(d) Compliance with Code ss.414(q). The
determination of who is a Highly Compensated Employee,
including all of the parts of that definition, shall be made
in accordance with Code ss.414(q) and the regulations
promulgated thereunder.
II.
New subsections (f) and (g) are added to Section 1.25 as follows:
(f) An Employee who is an active participant in
the Norrell Corporation Nonqualified Deferred Compensation
Plan as of the first day
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of the Plan Year and who, based on a reasonable estimate of
such Employee's Compensation for the Plan Year, will be
considered a Highly Compensated Employee for the immediately
following Plan Year; and
(g) An individual who is classified as an
independent contractor or leased employee under a
Participating Company's customary worker classification
practices, regardless of whether such person is an Employee.
III.
Section 1.37 is amended to read as follows:
1.37 Eligible Participant shall mean, for
any Plan Year, any Active Participant (other
than a Management Services, Staffing or
Temporary Services Employee) who was in the
active employ of an Affiliate on the last
day of the Plan Year. Notwithstanding the
foregoing, the term Eligible Participant
shall also include any Management Services
Employee who is designated as eligible to
receive matching contributions in accordance
with ss.2.4 and who was in the active employ
of an Affiliate on the last day of the Plan
Year.
IV.
Section 2.4 is amended to read as follows:
2.4 Limited Participation by Certain
Employees
Notwithstanding anything herein to the
contrary, Management Services Employees (except as provided
below), Staffing Employees and Temporary Services Employees
[provided such Temporary Services Employees have completed
1,000 Hours of Service as provided in ss.3.1(d)] shall be
eligible to make Rollover Contributions and Before-Tax
Contributions to the Plan but shall not be eligible to receive
allocations of Matching Contributions for any period in which
they are employed in such status, as provided in ss.1.37 and
ss.3.2. Notwithstanding the foregoing, to the extent provided
in a written agreement between a Participating Company and a
client, Management Services Employees who are not performing
services for such client shall be eligible to receive Matching
Contributions.
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V.
Section 3.2 is amended by revising the parenthetical in the first
sentence thereof to read as follows:
(other than a Staffing or Temporary Services Employee or a
Management Services Employee who is not entitled to receive
Matching Contributions under ss.2.4)
VI.
Schedule B is amended as attached hereto to provide that the rate of
Matching Contributions under the Plan is increased from 25 percent to 50 percent
of a Participant's Before-Tax Contributions.
IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this Amendment on the date first written above.
NORRELL CORPORATION
By: M.L. Smith
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Title: Vice President
Compensation and Benefits
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NORRELL CORPORTATION 401(K) RETIREMENT SAVINGS PLAN
(1994 RESTATEMENT)
SCHEDULE B
MATCHING CONTRIBUTIONS
[See Plan ss.3.2]
(AMENDED EFFECTIVE JANUARY 1, 1997)
For each Active Participant on whose behalf a Participating Company has
made, with respect to a payroll period, any Before-Tax Contributions, such
Participating Company shall make, with respect to such payroll period, a
Matching Contribution equal to 50 percent of the amount of the total of such
Before-Tax Contributions; provided, the total amount of the Matching
Contributions which a Participating Company shall make for any Active
Participant for any payroll period shall not exceed 2 percent of such Active
Participant's Compensation paid by such Participating Company for such payroll
period (that is, the 50-percent Matching Contribution shall not be applied to
the amount of a Before-Tax Contribution that exceeds 4 percent of a
Participant's Compensation for a payroll period), nor shall such amount exceed
(or cause the Contributions to exceed) any of the maximum limitations described
in ss.6.1, ss.6.4 or ss.6.7. The Administrative Committee, in its sole
discretion, may change the 50 percent and 4 percent levels set forth
hereinabove, and any such change shall be effective without amendment to the
Plan.