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Exhibit 4(e)
AMENDMENT NO. 2
TO
THE GORMAN-RUPP COMPANY
INDIVIDUAL PROFIT SHARING RETIREMENT PLAN
(As Amended and Restated as of January 1, 1987)
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The Gorman-Rupp Company, an Ohio corporation, hereby adopts this
Amendment No. 1 to The Gorman-Rupp Company Individual Profit Sharing Retirement
Plan, as amended and restated as of January 1, 1987 (the "Plan").
Section 1
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Effective as of January 1, 1992, Section 1.1(9) of the Plan is hereby
amended by deleting the word "three".
Section 2
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Section 1.1(12) of the Plan is hereby amended in its entirety to read
as follows:
"(12) CONTROLLED GROUP: The Employers and any and all other
corporations, trades and/or businesses, the employees of which, together
with Employees of the Employers, are required by section 414 of the Code to
be treated as if they were employed by a single employer."
Section 3
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Section 1.1(13) of the Plan is hereby amended in its entirety to read
as follows:
"(13) COVERED EMPLOYEE: (a) An Employee of an Employer, excluding
(i) in the case of the Company each Employee who is employed as a Student
Employee by the Company and (ii) any Employee who is a 'leased employee'
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within the meaning of section 414(n) of the Code and (b) effective as of
January 1, 1992, an Employee of a foreign subsidiary of an Employer who is a
U.S. citizen; provided, however, that no Employee of the Company who is
employed in the Durham Products or Ramparts Divisions of the Company shall
become a Covered Employee before January 1, 1989. For the purposes of the
Plan, an Employee is employed as a Student Employee if he is employed by the
Company pursuant to its interns, cooperative education, work experience or
summer help programs."
Section 4
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Section 1.1(17) of the Plan is hereby amended in its entirety to read
as follows:
"(17) EMPLOYEE: An employee of a member of the Controlled Group,
including an officer but not a director as such, and to the extent
required by section 414(n) of the Code, any person who is a 'leased
employee' (within the meaning of such section) of a member of the
Controlled Group."
Section 5
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Effective as of January 1, 1992, Section 1.1(27) of the Plan is hereby
amended by deleting the word "three".
Section 6
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Effective as of January 1, 1989, Section 1.1(28) of the Plan is hereby
amended in its entirety to read as follows:
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"(28) HARDSHIP: Financial need on the part of a Member on account of:
(a) expenses for medical care described in section 213(d) of
the Code previously incurred by the Member, the Member's Spouse or any
dependents of the Member (as defined in section 152 of the Code) or
necessary for those persons to obtain medical care described in such
section 213(d);
(b) costs directly related to the purchase of a principal
residence for the Member (excluding mortgage payments);
(c) payment of tuition and related educational fees for the
next 12 months of post-secondary education for the Member, or the
Member's Spouse, children or dependents;
(d) payments necessary to prevent the eviction of the Member
from the Member's principal residence or foreclosure on the mortgage of
that residence; or
(e) any other financial need which the Commissioner of
Internal Revenue, through the publication of revenue rulings, notices
and other documents of general applicability, may from time to time
designate as a deemed immediate and heavy financial need as provided in
Treasury Regulations Section 1.401(k)-1(d)(2)(iv)(A)."
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Section 7
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Effective as of January 1, 1992, Section 1.1(30) of the Plan is hereby
amended in its entirety to read as follows:
"(30) INVESTMENT FUND: Any of the funds established and maintained
under the provisions of Section 6.1."
Section 8
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Effective as of January 1, 1992, Section 1.1(32) of the Plan is hereby
amended by deleting the word "three".
Section 9
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Effective as of January 1, 1992, Section 3.1 of the Plan is hereby
amended by substituting "10%" for "6%" where it appears therein.
Section 10
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Section 5.1(1) of the Plan is hereby amended by deleting the reference
to "section 402(i)" each place that it appears therein and substituting
therefor "section 402(g)".
Section 11
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Section 5.2(2) of the Plan is hereby amended by inserting the following
at the end thereof:
"In the case of a highly compensated Eligible Employee who is either a
5-percent owner (as defined in section 416(i)(1) of the Code) or one of the
ten most highly compensated Employees, the combined actual deferral ratio
for the family group (as such term is hereinafter defined), which shall be
treated as one highly compensated Employee, shall be
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determined by combining the Before-Tax Contributions, Employer Profit
Sharing Contributions and Credited Compensation of all members of the
family group who are Eligible Employees. For the purposes of this
subsection, the term 'family group' shall mean any highly compensated
Eligible Employee described in the preceding sentence and such Employee's
Spouse and lineal ascendants or descendants and the spouses of such lineal
ascendants or descendants. For the purposes of determining 'the actual
deferral percentage for all other Eligible Employees' as referred to in
Subsection (1) of this Section, the Before-Tax Contributions, Employer
Profit Sharing Contributions and Credited Compensation of all members of
the family group shall be disregarded."
Section 12
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Clause (iv) of Section 5.2(3) of the Plan is hereby amended in its
entirety to read as follows:
"(iv) was at any time an officer (limited to no more than 50 Employees or,
if lesser, the greater of 3 Employees or 10 percent of the Employees) and
received compensation greater than 50 percent of the amount in effect under
section 415(b)(1)(A) of the Code for such Year,"
Section 13
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Section 5.2(4) of the Plan is hereby amended by inserting the following
at the end thereof:
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"Notwithstanding the foregoing provisions of this Subsection, in the case
of a highly compensated Eligible Employee whose actual deferral ratio is
determined under the family aggregation rules set forth in Subsection (2)
of this Section, the determination and correction of the amount of
excess contributions shall be made by reducing the actual deferral ratio in
accordance with the 'leveling' method described in Treasury Regulations
Section 1.401(k)-1(f)(2) and allocating the excess contributions for the
family group among its members in proportion to the Before-Tax
Contributions of each member of the family group that is combined to
determine the actual deferral ratio."
Section 14
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Section 5.3(2) of the Plan is hereby amended by inserting the following
at the end thereof:
"In the case of a highly compensated Eligible Employee who is either a
5-percent owner (as defined in section 416(i)(1) of the Code) or one of the
ten most highly compensated Employees, the combined contribution ratio for
the family group (as such term is defined in Section 5.2(2)), which shall
be treated as one highly compensated Employee, shall be determined by
combining the Employer Matching Contributions and Credited Compensation of
all members of the family group who are Eligible Employees. For the
purposes of determining 'the contribution percentage for all other Eligible
Employees' as referred to in Subsection (1)
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of this Section, the Credited Compensation of all members of the family
group shall be disregarded."
Section 15
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Section 5.3(3) of the Plan is hereby amended by inserting the following
at the end thereof:
"Notwithstanding the foregoing provisions of this Subsection, in the case
of a highly compensated Eligible Employee whose contribution ratio
is determined under the family aggregation rules set forth in Subsection
(2) of this Section, the determination and correction of the amount of
excess aggregate contributions shall be made by reducing the contribution
ratio in accordance with the 'leveling' method described in Treasury
Regulations Section 1.401(k)-1(f)(2) and allocating the excess aggregate
contributions for the family group among its members in proportion to the
Employer Matching Contributions of each member of the family group that is
combined to determine the contribution ratio."
Section 16
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Section 5.5(3) of the Plan is hereby amended by (i) substituting
"Section 1.415-2(d)(2)(i)" for "Section 1.415-2(d)(1)(i)" where it appears
therein and (ii) by substituting "Section 1.415-2(d)(3)" for "Section
1.415-2(d)(2)" where it appears therein.
Section 17
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The first sentence of Section 5.5(4) of the Plan is hereby amended to
read as follows:
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"If a Member's annual addition (as defined in Subsection (2) of this
Section) for a Plan Year would exceed the limitations of Subsection (1)
of this Section as a result of the allocation of forfeitures, a reasonable
error in estimating the Member's compensation, or a reasonable error in
determining the amount of Before-Tax Contributions that may be made with
respect to the Member under the limitations of this Section (or other facts
and circumstances which the Commissioner of Internal Revenue finds justify
application of the following rules of this Subsection), Before-Tax
Contributions (if any) made with respect to the Member for such Plan Year
(together with any gains attributable thereto) shall be returned to him to
the extent necessary to effectuate the required reduction in the annual
addition."
Section 18
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Effective as of January 1, 1992, Section 6.1 of the Plan is hereby
amended in its entirety to read as follows:
"6.1 INVESTMENT FUNDS. The Trust Fund shall be divided into
Investment Funds, initially, the Gorman-Rupp Stock Fund, the Money Market
Fund and the Common Equity Fund. The Trustee shall establish such
other Investment Funds, as directed by the Committee in its discretion,
which may be in addition to or in lieu of the initial Investment Funds.
All Before-Tax Contributions and Employer Contributions shall be invested
therein as provided in Section 6.4. Subject to applicable provisions of
the Plan and Trust Agreement, the Trustee shall hold, manage,
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administer, value, invest, reinvest, account for and otherwise deal with
each Investment Fund separately. The Trustee shall invest and reinvest
the principal and income of each such Fund and shall keep each such Fund
invested, without distinction between principal and income, as required
under the terms of the Plan and Trust Agreement. Dividends, interest
and other distributions received by the Trustee in respect of each
Investment Fund shall be reinvested in the same Fund. The determination of
the Trustee as to whether an investment is within the category of
investments which may be purchased for an Investment Fund shall be
conclusive. The Trustee in its sole discretion may keep such portion of
each Investment Fund in cash or cash equivalents pending the selection and
purchase of suitable investments under each such Fund or as the Trustee may
from time to time deem to be advisable to maintain sufficient liquidity to
meet the obligations of the Plan or for other reasons, and the Trustee
shall not be liable for interest on uninvested funds."
Section 19
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Effective as of January 1, 1992, Section 6.2(2) of the Plan is hereby
amended in its entirety to read as follows:
"(2) A Member may, as of any Valuation Date, upon at least 30 days
Prior Written Notice filed with the Committee, change his investment
election to any other election permitted by Subsection (1) of this
Section with respect to all subsequent Before-Tax Contributions and
Employer
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Contributions made for him. In addition, a Member may, as of any Valuation
Date, upon at least 30 days Prior Written Notice filed with the Committee,
elect to transfer all or a part (in 10% increments) of the portion of his
Account which has been invested in an Investment Fund (based on the value
of such Account on the immediately preceding Valuation Date) to any other
Investment Fund specified by him."
Section 20
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The first sentence of Section 7.4(1) of the Plan is hereby amended in
its entirety to read as follows:
"Except to the extent necessary to make distributions or withdrawals from
the Plan as provided in Article VIII or except as otherwise expressly
provided in the Plan or the Trust Agreement, the Trustee shall not sell,
alienate, encumber, pledge, transfer or otherwise dispose of, or tender or
withdraw, any Gorman-Rupp Stock held by it under the Plan."
Section 21
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Effective as of January 1, 1989, clause (i) of Section 8.5 of the Plan
is hereby amended in its entirety to read as follows:
"(i) a Member's Account shall be distributed not later than April 1 of the
calendar year following the calendar year in which he attains age 70-1/2
whether or not his employment with the Controlled Group has terminated,"
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Section 22
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Section 8.5 of the Plan is hereby amended by adding the following
sentence at the end thereof:
"Distributions under the Plan shall be made in accordance with the
provisions of section 401(a)(9) of the Code and Treasury Regulations
issued thereunder, (including Treasury Regulations Section 1.401(a)(9)-2),
and such provisions shall control to the extent that they are inconsistent
with any other provision of the Plan."
Section 23
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Effective as of January 1, 1989, Section 8.6 of the Plan is hereby
amended in its entirety to read as follows:
"8.6 WITHDRAWAL OF CONTRIBUTIONS. (1) Upon at least 30 days Prior
Written Notice to the Committee, effective as of any Valuation Date, a
Member who has established the existence of a Hardship may withdraw in cash
such portion of his Before-Tax Contributions Sub-Account (excluding any
earnings allocated thereto) as is necessary to alleviate such Hardship (as
determined under Subsection (4) of this Section).
(2) Upon at least 30 days Prior Written Notice to the Committee,
effective as of any Valuation Date, a Member who has withdrawn his entire
Before-Tax Contributions Sub-Account (except any earnings allocated
thereto) and who has established the existence of a Hardship may withdraw
in cash such part of his Employer Profit Sharing Contributions
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Sub-Account as is necessary to alleviate such Hardship (as determined under
Subsection (4) of this Section).
(3) Upon at least 30 days Prior Written Notice to the Committee,
effective as of any Valuation Date, a Member who has withdrawn his entire
Before-Tax Contributions Sub-Account (except any earnings allocated
thereto) and his entire Employer Profit Sharing Contributions Sub-Account
and who has established the existence of a Hardship may withdraw in cash
such part of his Employer Matching Contributions Sub-Account as is
necessary to alleviate such Hardship (as determined under Subsection (4) of
this Section).
(4) For purposes of this Section, a distribution shall be considered
necessary to alleviate a Hardship if the distribution is made following a
determination by the Committee, based on a consideration of all relevant
facts and circumstances, that (a) the amount of the distribution is not in
excess of the amount required to relieve the Hardship (including any
amounts necessary to pay any federal, state or local income taxes or
penalties reasonably anticipated to result from the distribution) and (b)
the Hardship cannot be satisfied from other resources reasonably available
to the Member. For purposes of this Subsection, a Member's resources shall
include those assets of his Spouse and minor children that are reasonably
available to the Member. In making the determinations described in this
Subsection, the Committee may rely (unless the Committee has actual
knowledge to the contrary) on the Member's written
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certification that the Hardship cannot reasonably be relieved --
(i) Through reimbursement or compensation by insurance or
otherwise;
(ii) By liquidation of the Member's assets;
(iii) By cessation of Before-Tax Contributions; or
(iv) By other distributions or nontaxable (at the time of the loan)
loans from plans maintained by the Controlled Group or by any
other employer of the Member, or by borrowing from commercial
sources on reasonable commercial terms in an amount sufficient
to satisfy the Hardship.
For purposes of the preceding sentence, a Hardship cannot reasonably be
relieved by one of the actions listed if the effect would be to increase
the amount of the Hardship. The Committee shall prescribe such additional
rules and procedures and require such information, certifications,
documents or other proofs as may be necessary to administer the provisions
of this Section in accordance with applicable regulations of the Secretary
of the Treasury or any other administrative pronouncements of the Secretary
of the Treasury or the Commissioner of Internal Revenue. Any such rules,
procedures or requirements shall operate in an objective and
nondiscriminatory manner."
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Section 24
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Section 16.1(9) of the Plan is hereby amended in its entirety to read
as follows:
"(9) KEY EMPLOYEE: An Employee or former Employee who, at any time
during the current Plan Year or any of the four preceding Plan Years, is
(a) an officer of a Controlled Group member (limited to no more than 50
Employees, or, if lesser, the greater of 3 or 10 percent of the Employees)
having an annual Compensation greater than 50 percent of the dollar amount
in effect under section 415(b)(1)(A) of the Code for any such Plan Year,
(b) one of the 10 Employees owning (or considered as owning within the
meaning of section 318 of the Code) the largest interests in a Controlled
Group member and having annual compensation of more than the dollar amount
in effect under section 415(c)(1)(A) of the Code, (c) a 5-percent owner (as
such term is defined in section 416(i)(1)(B)(i) of the Code), or (d) a
1-percent owner (as such term is defined in Section 416(i)(1)(B)(ii) of the
Code) having an annual Compensation of more than $150,000. For purposes of
clause (b) of this Subsection, if two Employees have the same interest in a
Controlled Group member, the Employee having greater annual compensation
from such Controlled Group member shall be treated as having a larger
interest. For purposes of determining the number of officers taken into
account under clause (a) of this Subsection, Employees described in section
414(q)(8) of the Code shall be excluded. Effective
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for Plan Years beginning after December 31, 1988, for purposes of this
Subsection, compensation has the meaning given such term by Code section
414(q)(7). The term 'Key Employee' shall also include such Employee's
Beneficiary in the event of his death."
Section 25
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Except as otherwise provided herein, the changes made by this Amendment
No. 2 shall be effective as of January 1, 1987.
EXECUTED at Mansfield, Ohio this 28th day of October, 1991.
THE GORMAN-RUPP COMPANY
By /s/ John A. Walter
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President
And /s/ Robert E. Kirkendall
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Secretary