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EXHIBIT 99.1
Amendment
To
Employee Stock Ownership Plan and Trust Agreement For Employees of Sawtek Inc.
Effective June 18, 1997, the Employee Stock Ownership Plan and Trust
Agreement for Employees of Sawtek Inc. (the "ESOP") was amended to permit
participants and former participants of the ESOP to direct the trustee of the
ESOP to sell a portion of the Sawtek Inc. common stock allocated to such
participants' and former participants' company stock account in the ESOP
pursuant to this Form S-3 Registration Statement.
The resolutions adopted by the Board of Directors of Sawtek Inc. with
respect to this amendment are as follows:
RESOLVED, that effective immediately, Section 9.1(a) of the ESOP is
deleted, and amended to read in its entirety as follows:
(a) Except as provided herein, and consistent with any funding
policy and method determined by the Employer and consistent
with Article IV, to invest, manage and control the Plan assets
subject, however, to any direction of an Investment Manager if
the Employer should appoint such manager as to all or a portion
of the assets of the Plan in accordance with the provision of
Section 8.1(c), and subject to any direction by a Qualified
Participant pursuant to Section 3.7, or a Participant or Former
Participant pursuant to subparagraph (e) below.
RESOLVED, that effective immediately, Section 9.1(e) is added to the
ESOP to read in its entirety as follows:
(e) The Employer may elect from time to time, in its discretion, to
permit Participants and Former Participants to direct the
Trustee to sell a portion of the shares of Company Stock
allocated to the Company Stock Account of such Participant or
Former Participant. The Administrator, in its sole discretion,
shall promulgate nondiscriminatory rules and procedures to
carry out the foregoing. The proceeds of any such sale of
shares of Company Stock shall be allocated to the Other
Investment Account of the Participant or Former Participant.
The Administrator, in its sole discretion, may permit
Participants and Former Participants to direct the investment
of their Other Investment Account among funds or options
designated by the Administrator and in accordance with any
rules and procedures established by the Administrator from
time to time.