Exhibit 10.8
SECOND AMENDMENT
HEICO SAVINGS AND INVESTMENT PLAN
WHEREAS, the HEICO Savings and Investment Plan (the "Plan") was amended and
restated, effective January 1, 2002;
WHEREAS, HEICO Corporation (the "Company") has previously adopted the Plan;
WHEREAS, pursuant to the terms of the Plan, the Company is authorized and
empowered to amend the Plan; and
WHEREAS, the Company deems it advisable to amend the Plan.
NOW, THEREFORE, the Plan is hereby amended effective January 1, 2002 (except for
those sections that have an alternate effective date) as follows:
FIRST: A new appendix "Appendix D" is hereby added which shall read;
APPENDIX D
MINIMUM DISTRIBUTION REQUIREMENTS
SECTION 1. GENERAL RULES
1.1. Effective Date. The provisions of this Appendix D will apply for
purposes of determining required minimum distributions for calendar
years beginning with the 2003 calendar year.
1.2. Precedence. The requirements of this Appendix D will take precedence
over any inconsistent provisions of the Plan.
1.3. Requirements of Treasury Regulations Incorporated. All distributions
required under this article will be determined and made in accordance
with the treasury regulations under Code Section 401(a)(9).
1.4. TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions
of this Appendix D, distributions may be made under a designation made
before January 1, 1984, in accordance with section 242(b)(2) of the Tax
Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the
Plan that relate to section 242(b)(2) of TEFRA.
SECTION 2. TIME AND MANNER OF DISTRIBUTION.
2.1. Required Beginning Date. The Participant's entire interest will be
distributed, or begin to be distributed, to the Participant no later
than the Participant's required beginning date, as defined in section
10.06 of the Plan.
2.2. Death of Participant Before Distributions Begin. If the Participant dies
before distributions begin, the Participant's entire interest will be
distributed, or begin to be distributed, no later than as follows:
(a) If the Participant's surviving spouse is the Participant's sole
designated beneficiary, then distributions to the surviving spouse
will begin by December 31 of the calendar year immediately following
the calendar year in which the Participant died, or by December 31 of
the calendar year in which the Participant would have attained age 70
1/2, if later.
(b) If the Participant's surviving spouse is not the Participant's
sole designated beneficiary, then distributions to the designated
beneficiary will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died.
(c) If there is no designated beneficiary as of September 30 of the
year following the year of the Participant's death, the Participant's
entire interest will be distributed by December 31 of the calendar
year containing the fifth anniversary of the Participant's death.
(d) If the Participant's surviving spouse is the Participant's sole
designated beneficiary and the surviving spouse dies after the
Participant but before distributions to the surviving spouse begin,
this section 2.2, other than section 2.2(a), will apply as if the
surviving spouse was the Participant.
For purposes of this section 2.2 and section 4, unless section 2.2(d) applies,
distributions are considered to begin on the Participant's required beginning
date. If section 2.2(d) applies, distributions are considered to begin on the
date distributions are required to begin to the surviving spouse under section
2.2(a). If distributions under an annuity purchased from an insurance company
irrevocably commence to the Participant before the Participant's required
beginning date (or to the Participant's surviving spouse before the date
distributions are required to begin to the surviving spouse under section
2.2(a)), the date distributions are considered to begin is the date
distributions actually commence.
2.3. Forms of Distribution. Unless the Participant's interest is distributed
in the form of an annuity purchased from an insurance company or in a
single sum on or before the required beginning date, as of the first
distribution calendar year distributions will be made in accordance with
sections 3 and 4 of this Appendix. If the Participant's interest is
distributed in the form of an annuity purchased from an insurance
company, distributions thereunder will be made in accordance with the
requirements of section Code Section 401(a)(9) and the treasury
regulations.
SECTION 3. REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME.
3.1. Amount of Required Minimum Distribution For Each Distribution Calendar
Year. During the Participant's lifetime, the minimum amount that will be
distributed for each distribution calendar year is the lesser of:
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(a) the quotient obtained by dividing the Participant's account
balance by the distribution period in the Uniform Lifetime Table set
forth in section 1.401(a)(9)-9 of the Treasury regulations, using the
Participant's age as of the Participant's birthday in the distribution
calendar year; or
(b) if the Participant's sole designated beneficiary for the
distribution calendar year is the Participant's spouse, the quotient
obtained by dividing the Participant's account balance by the number
in the Joint and Last Survivor Table set forth in section
1.401(a)(9)-9 of the Treasury regulations, using the Participant's and
spouse's attained ages as of the Participant's and spouse's birthdays
in the distribution calendar year.
3.2. Lifetime Required Minimum Distributions Continue Through Year of
Participant's Death. Required minimum distributions will be determined
under this section 3 beginning with the first distribution calendar year
and up to and including the distribution calendar year that includes the
Participant's date of death.
SECTION 4. REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH.
4.1. Death On or After Date Distributions Begin.
(a) Participant Survived by Designated Beneficiary. If the Participant
dies on or after the date distributions begin and there is a
designated beneficiary, the minimum amount that will be distributed
for each distribution calendar year after the year of the
Participant's death is the quotient obtained by dividing the
Participant's account balance by the longer of the remaining life
expectancy of the Participant or the remaining life expectancy of the
Participant's designated beneficiary, determined as follows:
(1) The Participant's remaining life expectancy is calculated
using the age of the Participant in the year of death, reduced
by one for each subsequent year.
(2) If the Participant's surviving spouse is the Participant's
sole designated beneficiary, the remaining life expectancy of
the surviving spouse is calculated for each distribution
calendar year after the year of the Participant's death using
the surviving spouse's age as of the spouse's birthday in that
year. For distribution calendar years after the year of the
surviving spouse's death, the remaining life expectancy of the
surviving spouse is calculated using the age of the surviving
spouse as of the spouse's birthday in the calendar year of the
spouse's death, reduced by one for each subsequent calendar
year.
(3) If the Participant's surviving spouse is not the
Participant's sole designated beneficiary, the designated
beneficiary's remaining life expectancy is calculated using the
age of the beneficiary in the year following the year of the
Participant's death, reduced by one for each subsequent year
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(b) No Designated Beneficiary. If the Participant dies on or after the
date distributions begin and there is no designated beneficiary as of
September 30 of the year after the year of the Participant's death,
the minimum amount that will be distributed for each distribution
calendar year after the year of the Participant's death is the
quotient obtained by dividing the Participant's account balance by the
Participant's remaining life expectancy calculated using the age of
the Participant in the year of death, reduced by one for each
subsequent year.
4.2. Death Before Date Distributions Begin.
(a) Participant Survived by Designated Beneficiary. If the Participant
dies before the date distributions begin and there is a designated
beneficiary, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant's death
is the quotient obtained by dividing the Participant's account balance
by the remaining life expectancy of the Participant's designated
beneficiary, determined as provided in section 4.1.
(b) No Designated Beneficiary. If the Participant dies before the date
distributions begin and there is no designated beneficiary as of
September 30 of the year following the year of the Participant's
death, distribution of the Participant's entire interest will be
completed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death.
(c) Death of Surviving Spouse Before Distributions to Surviving Spouse
Are Required to Begin. If the Participant dies before the date
distributions begin, the Participant's surviving spouse is the
Participant's sole designated beneficiary, and the surviving spouse
dies before distributions are required to begin to the surviving
spouse under section 2.2(a), this section 4.2 will apply as if the
surviving spouse were the Participant.
SECTION 5. DEFINITIONS.
5.1. Designated beneficiary. The individual who is designated as the
beneficiary under section 2.08 of the Plan and is the designated
beneficiary under Code Section 401(a)(9) and section 1.401(a)(9)-l,
Q&A-4, of the Treasury regulations.
5.2. Distribution calendar year. A calendar year for which a minimum
distribution is required. For distributions beginning before the
Participant's death, the first distribution calendar year is the
calendar year immediately preceding the calendar year which contains the
Participant's required beginning date. For distributions beginning after
the Participant's death, the first distribution calendar year is the
calendar year in which distributions are required to begin under section
2.2. The required minimum distribution for the Participant's first
distribution calendar year will be made on or before the Participant's
required beginning date. The required minimum distribution for other
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distribution calendar years, including the required minimum distribution
for the distribution calendar year in which the Participant's required
beginning date occurs, will be made on or before December 31 of that
distribution calendar year.
5.3. Life expectancy. Life expectancy as computed by use of the Single Life
Table in section 1.401(a)(9)-9 of the Treasury regulations.
5.4. Participant's account balance. The account balance as of the last
Valuation Date in the calendar year immediately preceding the
distribution calendar year (valuation calendar year) increased by the
amount of any contributions made and allocated or forfeitures allocated
to the account balance as of dates in the valuation calendar year after
the valuation date and decreased by distributions made in the valuation
calendar year after the valuation date. The account balance for the
valuation calendar year includes any amounts rolled over or transferred
to the Plan either in the valuation calendar year or in the distribution
calendar year if distributed or transferred in the valuation calendar
year.
SECOND: Section 2.44 of the Plan is hereby amended and replaced with the
following which shall read:
Section 2.44 "Rollover Contribution" shall mean any distribution as
provided for in Code Section 402(c)(4), or any other provision of
the Code which may permit rollovers to the Plan from time to time,
from an eligible retirement plan as that term is defined in Code
Section 402(c)(8).
THIRD: Subsection 10.06(d) of the Plan is hereby amended and replaced with
the following which shall read:
(d) Notwithstanding the above, effective for Plan Years beginning
after December 31, 2001, the value of a Participant's
nonforfeitable Account balance shall be determined without regard
to that portion of the Account balance that is attributable to
Rollover Contributions (and earnings allocable thereto) within
the meaning of Code Sections 402(c), 403(a)(4), 403(b)(8),
408(d)(3), and 457(e)(16). If the value of the Participant's
nonforfeitable account balance as so determined is $5,000 or
less, the Plan shall immediately distribute the Participant's
entire nonforfeitable Account balance.
FOURTH: Section 7.01 (a) of the Plan is hereby amended by adding the
following paragraph at the end thereof:
Notwithstanding the foregoing, the Committee may elect to determine
the permissible Actual Deferral Percentage for Highly Compensated
Employees for any Plan Year beginning on or after January 1, 1997 on
the basis of the Actual
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Deferral Percentage of the Non-Highly Compensated Employees for the
current Plan Year rather than the preceding Plan Year, in accordance
with such regulations, notices or other guidance issued under Code
Section 401(k).
FIFTH: Section 7.02(a) of the Plan is hereby amended by adding the
following paragraph at the end thereof:
Notwithstanding the foregoing, the Committee may elect to determine
the permissible Actual Contribution Percentage for Highly
Compensated Employees for any Plan Year beginning on or after
January 1, 1997 on the basis of the Actual Contribution Percentage
of the Non-Highly Compensated Employees for the current Plan Year
rather than the preceding Plan Year, in accordance with such
regulations, notices or other guidance issued under Code Section
401(m).
SIXTH: Section 2.46 of the Plan is hereby amended and replaced with the
following which shall read:
Section 2.46 "Termination of Employment" or "Termination Date" shall
be the date on which the earliest of the following events occurs:
(a) a Participant's retirement, (b) a Participant's termination of
employment as a result of Total and Permanent Disability, (c) a
Participant's death, or (d) a Participant's termination of
employment for any other reason. Transfer of employment among
Affiliates will not be considered a termination of employment with
any Employer.
IN WITNESS WHEREOF, HEICO Corporation has caused this Amendment to be duly
executed and its seal to be hereunto affixed on the date indicated below.
ATTEST: HEICO CORPORATION
(Corporate Seal) By: /s/ Thomas S. Irwin
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Name: Thomas S. Irwin
Title: Treasurer
Date: February 7, 2003
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