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Exhibit 10.Z
AMENDMENT NO. 2 TO THE HUFFY CORPORATION
MASTER BENEFIT TRUST AGREEMENT
WHEREAS, Huffy Corporation (the "Company"), as grantor, has established
the Huffy Corporation Master Benefit Trust Agreement (the "Trust"), as amended
and restated effective June 9, 1995; and
WHEREAS, Bank One Trust Company, N.A., (the "Trustee") has agreed to
serve as trustee of the Trust; and
WHEREAS, Section 13.2 of the Trust permits amendment of the Trust
Agreement in certain circumstances;
NOW, THEREFORE, the Trust Agreement shall be amended as follows:
I. Article III of the Trust shall be amended in its entirety to read as
follows:
ARTICLE III
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PAYMENTS TO EXECUTIVES PURSUANT TO THE PLANS
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3.1 USE OF SUB-TRUSTS AND ACCOUNTS. The Trustee shall, except as
otherwise provided in Section 6.2 of the Trust, use the funds in the
Sub-trust of a Participating Employer to make the payments required to
be made to Executives and SERP Executives (hereinafter defined) of such
Participating Employer pursuant to the Supplemental/Excess Benefit
Plan, as amended ("SERP"), or pursuant to the Plans upon a Change of
Control in accordance with the Payment Schedules delivered to the
Trustee by such Participating Employer pursuant to Sections 4.1 and
4.2. SERP Executives for purposes of payment under the SERP are defined
on Schedule C, attached hereto ("SERP Executives"). Payments to the
Trust and Sub-trusts for SERP Executives shall be those payments
contemplated to be made to the SERP Executives annually in accordance
with the SERP. Within each Sub-trust, the Trustee shall, to the extent
instructed by a Participating Employer, pursuant to Section 5.2,
establish Account(s) or, upon request of the Company, separate trusts,
within a Sub-trust for a particular Executive or SERP Executive or
class of Executives or SERP Executives. Each Participating Employer
shall continue to be liable to make payments to Executives and SERP
Executives to the extent such payments have not been made out of the
Sub-trust of such Participating Employer. Any payment made from a
Sub-trust to an Executive or SERP Executive shall, to the extent of
such payment, be applied to reduce the Participating Employer's
obligation to the Executive or SERP Executive under the Plans or SERP,
as the case may be, in respect of which the payment was made.
3.2 RESTRICTIONS ON SUB-TRUSTS. In no event shall the funds held in
the Sub-trust of one Participating Employer be used to pay the
obligations of another Participating Employer. In no event shall the
funds held in a Sub-trust or Account or separate trust within such
Sub-trust established for a particular Executive or SERP Executive or
class of Executives or SERP Executives under Section 5.2 be used to
pay the obligations of a Participating Employer with respect to any
other Executive or SERP
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Executive or class of Executives or SERP Executives. Although the
assets of the Sub-trusts are subject to the creditors of the Company,
the assets are otherwise not to be returned to the Company.
Notwithstanding the foregoing provision of this Section 3.2, in the
event that the funds held in an Account or a Sub-trust exceed the
obligations of a Participating Employer pursuant to the SERP or to the
Plans, with respect to the Executive or SERP Executive or class of
Executives or SERP Executives for whom the Account or Sub-trust was
established, funds may be transferred within such Sub-trusts from such
Accounts or separate trusts to another Account or separate trust or, if
all Accounts or separate trusts are funded such as to equal or exceed
the obligations of Participating Employers, then the funds in excess of
the obligations may be returned to the Participating Employer, all as
directed by the Corporate Benefits Advisory Committee, SO LONG AS no
Potential Change of Control has occurred, or if a Potential Change of
Control has occurred, then in accordance with Section 5.4.
II. Section 4.1 of the Trust shall be amended by adding the following
language at the end of the Section:
"Upon the occurrence of supplemental funding of the Trust
under Section 5.2(b) by a Participating Employer, the Participating
Employer shall deliver to the Trustee the schedule of SERP Executives
and other information as reasonably needed by the Trustee pertaining to
the SERP described in this Section 4.1; provided, however, that the
delivery of Payment Schedules for all Plans shall occur upon the
occurrence of a Potential Change of Control, as described above."
III. Section 5.2 of the Trust shall be amended and restated in its entirety
to read as follows:
5.2 INITIAL FUNDING OF TRUST.
(a) Concurrently with the execution of this Trust, the
Company is delivering to the Trustee the sum of Ten
Dollars to be held in the Sub-trust established
hereunder by the Company and known as the "Huffy
Corporation Sub-trust." The Sub-trust of a Subsidiary
shall be initially established hereunder at the time
the Subsidiary delivers an executed copy of its
Adoption Agreement to the Trustee indicating that
such Subsidiary has become a Participating Employer
hereunder.
(b) The Company or any Subsidiary which has become a
Participating Employer hereunder may from time to
time contribute to the Trust such additional amounts
as it determines in its discretion. The Company or
such Subsidiary may instruct the Trustee to create
an Account or Accounts or separate trusts within the
Participating Employer's Sub-trust and shall
designate the Executives or class of Executives to
whom such funding and Account(s) shall apply. Any
amount contributed by a Participating Employer shall
be allocated to the Sub-trust maintained for the
Participating Employer. Any such
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amount contributed by a Participating Employer which
has been designated as applicable to a particular
Executive or SERP Executive or class of Executives or
SERP Executives shall be deemed to be held in a
separate Account within the Participating Employer's
Sub-trust for the benefit of such Executives or SERP
Executives or class of Executives or SERP Executives.
Such Account shall be held pursuant to the terms of
this Agreement generally applicable to a Sub-trust.
Subject to the provisions of Section 3.2 and subject
to the rights of the general creditors of a
Participating Employer as described in Article VI of
this Agreement, which apply in the event that a
Participating Employer establishing the Account
becomes Insolvent, the assets of the Account shall be
held for the exclusive benefit of the Executives or
SERP Executives or class of Executives or SERP
Executives for whom it has been established.
(c) Upon the occurrence of a Potential Change of
Control, each Participating Employer shall promptly
contribute to the Trust, in cash or other property,
the excess of (i) the amount determined under
accepted actuarial principles to be necessary to
fund the amounts payable to the Executives and SERP
Executives of the Participating Employer under the
Plans and the SERP, respectively, in accordance with
such plans' terms and the Payment Schedules for the
Executives and SERP Executives delivered to the
Trustee pursuant to Section 4.1 and 4.2, over (ii)
the balance in the Account or Accounts within the
Sub-trust (or Sub-trusts) maintained for Executives
and SERP Executives employed by that Participating
Employer.
IV. Section 5.3 of the Trust shall be amended by deleting the words "the
last sentence of" from the second and third lines of such Section.
V. Section 5.4 of the Trust shall be amended by changing each reference to
"Section 5.2" to read "Section 5.2(c)" and by adding the following
sentence at the end of Section 5.4: "Notwithstanding the foregoing, the
SERP funds may only be returned to the Participating Employer in
accordance with Section 3.2."
VI. Section 14.6 of the Trust shall be amended in its entirety to read as
follows:
"14.6 TRUST BENEFICIARIES. Each Executive is an intended
beneficiary under the Sub-trust and the Account or separate Account, if
any, established for his benefit by his Participating Employer, and
shall be entitled to enforce all applicable terms and provisions hereof
with the same force and effect as if such person had been a party
hereto."
VII. Schedule B shall be amended to include the following plan: Deferred
Compensation Plan II, effective January 1, 1996.
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VIII. Except as set forth in this Amendment, the Trust shall remain unchanged
and in full force and effect. This Amendment supersedes and replaces
Amendments dated June 9, 1995 and November 21, 1997.
Executed as of this 2nd day of January, 1998.
HUFFY CORPORATION BANK ONE TRUST COMPANY, N.A.
By: /s/ Nancy A. Michaud By: /s/ Louis W. Feldmann, III
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LOUIS W. FELDMANN, III
Title: Vice President Title: Vice President
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