SECOND AMENDMENT TO THE MORRISON HEALTH CARE, INC.
DEFERRED COMPENSATION PLAN
THIS SECOND AMENDMENT is made as of this 31st day of
March, 1997, by MORRISON HEALTH CARE, INC. (the "Primary
Sponsor"), a corporation organized and existing under the
laws of the State of Georgia.
W I T N E S S E T H:
WHEREAS, the Primary Sponsor maintains the Morrison
Health Care, Inc. Deferred Compensation Plan (the "Plan"),
which was established by indenture dated March 7, 1996; and
WHEREAS, the Primary Sponsor desires to amend the Plan
to coordinate the participation by a select group of members
in the Morrison Health Care, Inc. Salary Deferral Plan with
participation by that same group in this Plan;
NOW, THEREFORE, the Plan is hereby amended, effective
April 1, 1997, except as otherwise provided herein, as
follows:
1. By deleting, effective as of March 7, 1996, Section 1.9
in its entirety and by substituting therefor the following:
"1.9 `Company Stock Rate of Return' means a
designated rate of return that corresponds, in whole or in
part, to changes in the value of securities of the Primary
Sponsor, any Affiliate, Ruby Tuesday, Inc. or Morrison Fresh
Cooking, Inc."
2. By deleting Section 3 in its entirety and by
substituting therefor the following:
"SECTION 3
DEFERRAL ELECTIONS
3.1 Each Plan Year, a Member who is an Eligible
Employee may elect to defer under the Plan a portion of the
Annual Compensation otherwise payable to the Member for the
Plan Year, which amount shall be at least two percent (2%)
of Annual Compensation and shall be in increments of one
percent (1%) of Annual Compensation, but not in excess of
twenty percent (20%) of Annual Compensation; provided,
however, that, if the Member is then eligible to participate
in the Salary Deferral Plan, the Member then must have in
effect an election under the Salary Deferral Plan to defer
the maximum percentage of Annual Compensation permissible
pursuant to its provisions (a `Maximum Salary Deferral Plan
Election''.
3.2 All elections to defer Annual Compensation
under Plan Section 3.1 may only be made pursuant to an
agreement between the Member and the Plan Sponsor which
shall be in such form and subject to such rules and
limitations as the Plan Administrator may prescribe and
shall specify the amount of Annual Compensation of the
Member that the Member desires to defer. Once a Member has
made an election for a Plan Year, the Member may revoke or
modify his or her election to reduce the rate of future
deferrals, effective as of the beginning of the payroll
period coinciding with or next following the Plan
Administrator's processing of the revocation or modification
pursuant to normal administrative procedures. Once an
election has been revoked or modified, any subsequent
election by the Member shall be effective as of the first
day of the first payroll period coinciding with or next
following the Plan Administrator's processing of the
election pursuant to normal administrative procedures,
except that at the request of a Member in a form acceptable
to the Plan Administrator, the election may be given effect
at a later date. Notwithstanding the other provisions of
this Section 3.2, any election to defer under this Plan
shall be revoked automatically if a Member who is then
eligible to participate in the Salary Deferral Plan revokes
or modifies his election to defer under that plan so that it
no longer constitutes a Maximum Salary Deferral Plan
Election.
3.3 Each Plan Sponsor proposes to credit on
behalf of each Member for allocation to that Member's
Company Matching Account an amount determined in accordance
with the following formula:
(a) first, determine the amount of matching
contributions which would have been made under the Salary
Deferral Plan on behalf of the Member to the sum of the
elective deferral made under the Salary Deferral Plan and
Deferral Amounts under the Plan on behalf of the Member for
the period, with the assumption, however, that a Member with
at least one but fewer than ten Years of Service shall
receive the matching allocation provided for by Section
4.2(a)(1) of the Salary Deferral Plan, but without regard to
(i) any restrictions required by Code Sections 401(k)(3),
401(m) or 415; and (ii) the restriction on the amount of
matching contributions which may be credited on behalf of
Highly Compensated Employees under the Salary Deferral Plan,
as described by Section 4.2(a)(1)(iv) of the Salary Deferral
Plan; and
(b) then reduce the amount determined under
Subsection (a) above by the amount of matching contributions
actually credited to the Member under the Salary Deferral
Plan for the same period; provided, however, a Plan Sponsor
may credit for any period a greater matching allocation on
behalf of any Member under the Plan than that determined by
the preceding provisions of this Section 3.3(a), as
determined by the Plan Sponsor in its sole discretion."
Except as specifically amended hereby, the Plan shall
remain in full force and effect as prior to this Second
Amendment.
IN WITNESS WHEREOF, the Primary Sponsor has caused this
Second Amendment to be executed as of the day and year first
above written.
MORRISON HEALTH CARE, INC.
By:/s/ Glenn Davenport
Glenn Davenport
Title: President and CEO
ATTEST:
By:/s/ John E. Fountain
John E. Fountain
Title: Secretary
[CORPORATE SEAL]