Exhibit 10.9
THIRD AMENDMENT TO THE
HEICO SAVINGS AND INVESTMENT PLAN
THIS THIRD AMENDMENT (the "Amendment"), made effective as of the 1st day
of October, 2003, 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:
1. Section 2.47 is hereby amended in its entirety to read as follows:
"2.47 "Total and Permanent Disability" or "Disability" shall
mean a physical or mental condition of a Participant resulting
from bodily injury, disease, or mental disorder which renders
such Participant incapable of continuing any gainful occupation
and which constitutes total disability under the federal Social
Security Acts."
2. Subsection 2.53(b) is hereby amended in its entirety to read as follows:
"(b) For all periods prior to January 1, 2004, the term
"Computation Period" for purpose of this Section 2.53 shall mean
the 12-month period commencing on the date an Employee is first
credited with an Hour of Service and each subsequent 12-month
period commencing on the anniversary of such date; provided,
however, that with respect to each Participant's Computation
Period that commences after January 1, 2003, then such
Computation Period shall end on December 31, 2003 (the "Short
Computation Period"). In the event that a Participant shall not
have worked at least 1,000 Hours of Service during the Short
Computation Period, that Participant shall be deemed to have
worked at least 1,000 Hours of Service for that Short
Computation Period for purposes of applying the vesting rules
under this Plan so long as that Participant continues to be
employed with the Employer as of December 31, 2003. For all
periods on or after January 1, 2004, the "Computation Period"
shall mean the Plan Year."
3. Subsection 4.03(a) is hereby amended in its entirety to read as follows:
"(a) Employer Matching Contributions. Each Employer shall
contribute Employer Matching Contributions as provided for in
this Section 4.03(a). Employer Matching Contributions shall
accrue on a payroll by payroll basis although shall be
contributed to the Plan at the end of each calendar quarter on
behalf of any Participant for whom an Employer makes Elective
Deferral Contributions for the payroll periods during that
calendar quarter. A Participant's Employer Matching
Contributions is a percentage of his Elective Deferral
Contributions, as fixed by the Board of Directors from time to
time at its sole discretion. The Employer Matching Contribution
percentage may vary (i) among Participants employed by different
Employers; or (ii) with the Participant's rate of deferral, but
must be uniform for Participants with equal rates of Elective
Deferral Contributions and may not increase as the rate of
Elective Deferral Contribution increases."
4. Subsection 4.03(c) is hereby amended in its entirety to read as follows:
"(c) Eligibility to Receive Equity Builder Contributions. Equity
Builder Contributions, if any, shall be allocated to the
Employer Accounts of Participants who are credited with 1,000
Hours of Service during the Plan Year with an Employer and is
employed on the last day of such Plan Year."
5. Subsection 4.08(a) is hereby amended in its entirety to read as follows:
"(a) As of each December 31st, any amounts which became
Forfeitures since the last December 31st shall be made available
to (i) reinstate previously forfeited Account balances of
Participants, if any, in accordance with Section 8.03, (ii) pay
administrative expenses of the Plan, and/or (iii) reduce
Employer Matching Contributions and/or Equity Builder
Contributions that Employers would otherwise make on behalf of
their current Participants that
2
Plan Year, or Participants in the next Plan Year and each
succeeding Plan Year."
6. Subsection 11.03(a) is hereby amended in its entirety to read as
follows:
"(a) The interest rate on all loans shall be commercially
reasonable at the time the Committee approves the loan. All
loans shall be evidenced by a note and shall be adequately
secured as to principal and interest. No more than 50% of the
Participant's vested portion of his Accounts valued immediately
after the origination of each loan shall serve as security for
his outstanding loan, provided, however, that the terms of any
loan may be adjusted at any time, in the sole and absolute
discretion of the Committee to ensure that there is adequate
security for the loan. No loan may have a term in excess of five
years, except for a loan obtained to acquire a principal
residence which may not have a term in excess of fifteen years."
7. Section 12.09 is hereby amended in its entirety to read as follows:
"12.09 Common Stock Cash Dividends
(a) Cash Dividends Paid on or after November 1, 2002
(1) Notwithstanding any other
provision of Article 12 to the
contrary, each Participant may
elect to:
(i) receive a distribution in
cash equal to the value of
any cash dividends paid by
the Company on or after
November 1, 2002 and
received by the Trust with
respect to shares of Common
Stock allocated to his
Employer Accounts at the
close of business on the
ex-dividend date
established for the payment
of such cash dividends; or
(ii) reinvest in the Company
Stock Fund any cash
dividends paid by the
Company on or after
November 1, 2002 and
received by the Trust with
respect to shares of Common
Stock allocated to his
Employer Accounts at the
close of business on the
ex-dividend date
established for the payment
of such cash dividends.
3
(2) Any distribution pursuant to
Section 12.09(a)(1)(i) shall be
made as soon as is
administratively feasible
following the receipt of the
cash dividends by the Trust, but
in no event later than 90 days
after the close of the Plan Year
in which such cash dividends
were paid by the Company.
(3) If a Participant fails to make
an election pursuant to Section
12.09(a)(1)(i), he shall be
deemed to have made an election
pursuant to Section 12.09
(a)(1)(ii).
(b) Dividends Paid From November 1, 2001 to October
31, 2002
A Participant may make an election, as provided
for in Section 12.09(a)(1), with respect to any
cash dividends paid by the Company to the Trust
during the Company's tax year ending October 31,
2002.
(c) Elections
The Committee shall specify the manner in which
Participants will be required to make their
elections subject to the following conditions:
(1) The Committee shall provide no
less than annually each
Participant an opportunity to
make an election.
(2) A Participant's election shall
take effect immediately
following receipt by the
Committee and shall remain in
effect until an election to the
contrary is filed by such
Participant.
(3) A Participant's election shall
become irrevocable the latter of
(i) that date on which the cash
dividends attributable to such
election are paid to the Trust,
or (ii) the date established by
the Committee for revoking such
an election.
4
(4) The rules established by the
Committee for making an election
shall be applied in a uniform
and nondiscriminatory manner.
(d) Vesting
Notwithstanding anything in the Plan to the
contrary, a Participant shall become fully
vested in all cash dividends received by the
Trust for which an election pursuant to Section
12.09(a)(1) is offered.
8. 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: /s/ Thomas S. Irwin
------------------------------------
Name: Thomas S. Irwin
Title: Treasurer
5