Exhibit 10.11
FOURTH AMENDMENT TO THE
HEICO SAVINGS AND INVESTMENT PLAN
THIS FOURTH AMENDMENT (the "Amendment"), made as of the 13th day of
December, 2004, to the HEICO Savings and Investment Plan (the "Plan"), by HEICO
Corporation, a Florida corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company maintains the Plan for the sole and exclusive
benefit of its eligible participants and their respective beneficiaries under
the terms and provisions of the Internal Revenue Code of 1986, as amended; and
WHEREAS, pursuant to Section 15.01 of the Plan, the Company has the
power to amend the Plan;
NOW, THEREFORE, the Plan shall be amended as follows:
EFFECTIVE AS OF JANUARY 1, 2004
1. Section 7.01(a) is hereby amended in its entirety to read as follows:
"(a) The Average Actual Deferral Percentage for all
Participants who are Highly Compensated Employees may
not exceed the greater of:
(1) the Average Actual Deferral Percentage for all
Participants who are Non-Highly Compensated
Employees for the current Plan Year multiplied
by 1.25; or
(2) the Average Actual Deferral Percentage for all
Participants who are Non-Highly Compensated
Employees for the current Plan Year multiplied
by two, but not more than two percentage points
in excess of the Average Actual Deferral
Percentage of Participants who are Non-Highly
Compensated Employees.
This method of testing is referred to as the "Current
Year Testing Method," and is effective for Plan Years
beginning on or after January 1, 2004, unless otherwise
provided in the Plan."
2. Section 7.01(b) is hereby amended in its entirety to read as follows:
"(b) Should neither limitation (1) or (2) in Section 7.01(a)
be met with respect to a Plan Year, the Committee,
subject to applicable law and regulations, shall cause
Excess Contributions and income allocable thereto to be
distributed in accordance with Section 7.01(d) no later
than 2 1/2 months following the end of any Plan Year to
Participants on whose behalf such Excess Contributions
were made for the current Plan Year.
A distribution of Excess Contributions and income, gains
and losses allocable thereto shall be made without
regard to any consent otherwise required under Section
10.01(c) or any other provision of the Plan. A
distribution pursuant to Section 7.01(b)(1) of Excess
Contributions and income, gains and losses allocable
thereto shall not be treated as a distribution for
purposes of determining whether the distribution
required by Section 10.06 is satisfied. Any distribution
under Section 7.01(b)(1) of less than the entire Excess
Contribution and income, gains and losses allocable
thereto shall be treated as a pro rata distribution of
Excess Contributions and income, gains and losses
allocable thereto. In no event shall Excess
Contributions for a Plan Year remain unallocated or be
allocated to a suspense account for allocation to one or
more employees in any future Plan Year."
3. The first paragraph of Section 7.01(d) is hereby amended in its entirety
to read as follows:
"(d) Elective Deferral Contributions exceeding the
limitations of Section 7.01(a) ("Excess Contributions")
and any income or loss allocable to such Excess
Contribution shall be designated by the Committee as
Excess Contributions and shall be distributed to Highly
Compensated Employees whose Accounts were credited with
Excess Contributions in the current Plan Year to
determine the aggregate amount of Excess Contributions
to be distributed, the Committee shall first determine
the aggregate dollar amount of the distribution as
follows:"
4. Section 7.02(a) is hereby amended in its entirety to read as follows:
"(a) The Average Actual Contribution Percentage for
Participants who are Highly Compensated Employees may
not exceed the greater of:
(1) the Average Actual Contribution Percentage for
all Participants who are Non-Highly Compensated
Employees for the current Plan Year multiplied
by 1.25; or
(2) the Average Actual Contribution Percentage for
all Participants who are Non-Highly Compensated
Employees for the current Plan Year multiplied
by two, but not more than two percentage points
in excess of the Average Actual Contribution
Percentage of Participants who are Non-Highly
Compensated Employees.
This method of testing is referred to as the "Current
Year Testing Method," and is effective for Plan Years
beginning on or after January 1, 2004, unless otherwise
provided in the Plan."
EFFECTIVE AS OF JANUARY 1, 2005
5. Section 4.01(a) is hereby amended in its entirety to read as follows:
"(a) Each Employer shall contribute to the Trust, on behalf
of each Participant, Elective Deferral Contributions as
specified in a salary reduction agreement between the
Participant and such Employer; provided, however, that such
contribution for a Participant shall not exceed the limitations
set forth in Code Section 402(g), or any successor thereto, for
each Plan Year (including any other elective deferrals within
the meaning of Code Section 402(g)(3) in the case of all other
plans, contracts, or arrangements of the Employer)."
6. A new Section 4.02A is hereby added to read as follows:
"4.02A CATCH-UP CONTRIBUTIONS.
(a) Eligibility. Effective for Plan Years beginning on or
after January 1, 2005, all Employees who are eligible to
make Elective Deferral Contributions under this Plan and
who are projected to have attained age 50 before the
close of the Plan Year shall be eligible to make
Catch-Up Contributions in accordance with, and subject
to the limitations of, Code Section 414(v).
(b) Election. In order to have Catch-Up Contributions made
on his or her behalf for a Plan Year, a Participant
shall direct that such Catch-Up Contributions be made
pursuant to a procedure prescribed by the Committee
whereby such Participant's annual Compensation shall be
reduced by a specified amount not to exceed the
limitations of Code Section 414(v), and whereby the
Employer agrees to contribute an identical amount on the
Participant's behalf to the Plan on a pre-tax basis
under this Section 4.02A.
(c) Application. Such Catch-Up Contributions shall not be
taken into account for purposes of the limitation set
forth in Section 5.02 hereof as well as the provisions
of the Plan implementing the required limitations of
Code Sections 402(g) and 415. The Plan shall not be
treated as failing to satisfy the provisions of the Plan
implementing the requirements of Code Sections
401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as
applicable, by reason of the making of such Catch-Up
Contributions.
(d) Classification; No Matching Contributions. For purposes
of this Plan, except as provided in this Section 4.02A,
Catch-Up Contributions shall be considered Elective
Deferral Contributions and shall be allocated to a
Participant's Elective Deferral Account. Notwithstanding
the foregoing, Catch-Up Contributions shall not be
considered Elective Deferral Contributions for purposes
of allocating Matching Contributions as provided in
Section 4.03(a) of this Plan."
7. Subsection 7.01(e) is hereby amended in its entirety to read as follows:
"(e) The income, gain or loss allocable to distributed Excess
Contributions for the Plan Year for purposes of Section
4.01(b) is determined by multiplying the income for the
Plan Year allocable to Elective Deferral Contributions
by a fraction. The numerator of the fraction is the
Excess Contribution distributed to the Participant for
the Plan Year. The denominator of the fraction is the
total Account Balance of the Participant attributable to
Elective Deferral Contributions as of the end of the
Plan Year, reduced by the gain allocable to such total
amount for the Plan Year and increased by the loss
allocable to such total amount for the Plan Year."
8. Subsection 7.02(f) is hereby amended in its entirety to read as follows:
"(f) The income, gain or loss allocable to distributed Excess
Aggregate Contributions for the Plan Year is determined
by multiplying the income for the Plan Year allocable to
Matching Contributions by a fraction. The numerator of
the fraction is the Excess Aggregate Contributions made
on behalf of the Participant for the Plan Year. The
denominator of the fraction is the total Account Balance
of the Participant attributable to Matching
Contributions as of the end of the Plan Year, reduced by
the gain allocable to such total amount for the Plan
Year and increased by the loss allocable to such total
amount for the Plan Year."
9. In all other respects, the Plan shall remain unchanged by the Amendment.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed the day and year first above written.
HEICO Corporation, a Florida corporation
By:
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Name:
Title: