FIRST AMENDMENT TO THE QUANEX CORPORATION 401(k) SAVINGS PLAN
Exhibit 10.3
FIRST AMENDMENT TO THE
QUANEX CORPORATION 401(k) SAVINGS PLAN
THIS AGREEMENT by Quanex Corporation, a Delaware corporation (the “Sponsor”),
W I T N E S S E T H:
WHEREAS, the Sponsor maintains the Quanex Corporation 401(k) Savings Plan, as amended and
restated effective January 1, 2005 (the “Plan”);
WHEREAS, pursuant to Section 13.01 of the Plan, the Sponsor has the right to amend the Plan;
and
WHEREAS, the Sponsor has determined to amend the Plan;
NOW, THEREFORE, the Sponsor agrees that, effective August 1, 2006, the Plan is amended as set
forth below:
1. Section 1.06 of the Plan shall be amended and restated to provide as follows:
1.06 “Benefit Payment Date” means the date on which the Trustee disburses the
cash lump sum.
2. Sections 1.06 and 1.08 of the Plan, the definitions for “Benefit Payment Date” and
“Beneficiary or Beneficiaries,” shall be renumbered as Sections 1.08 and 1.06 respectively.
3. Sections 1.27, 1.42, 1.43 and 1.56 of the Plan, the definitions for “Entry Date,” “QJSA,”
“QPSA” and “Temroc Plan,” respectively, shall be deleted in their entirety and the remaining
Sections in Article I shall be renumbered accordingly.
4. Section 1.13 of the Plan shall be completely amended and restated to provide as follows:
1.13 “Committee” means the committee appointed by the Sponsor to administer the
Plan, and, as applicable, the individual or entity to which the Committee has
delegated its duties.
5. Section 1.22 of the Plan shall be completely amended and restated to provide as follows:
1.22 “Eligible Employee” means an Employee who is employed by the Sponsor at
its plant in Lincolnshire, Illinois, or primarily in connection with its Xxxxxxx
Aluminum or HOMESHIELD division. Effective July 1, 1999, “Eligible Employee” also
means an Employee who is employed by Xxxxxxx Aluminum Alabama, Inc., a Delaware
corporation. Effective June 1, 2000, “Eligible Employee” also means an Employee who
is employed by Imperial Products, Inc.,
a Delaware corporation. Effective February 13, 2002, “Eligible Employee” also
means an Employee who is employed by Colonial Craft, Inc., a Delaware corporation.
6. Section 1.22 of the Plan shall be completely amended and restated to provide as follows:
1.22 “Employer” or “Employers” means the Sponsor, Xxxxxxx Aluminum-Alabama,
Inc., a Delaware corporation (previously named Decatur Aluminum Corp.), a Delaware
corporation, Imperial Products, Inc., a Delaware corporation, Colonial Craft, Inc.,
a Delaware corporation and any other business organization that adopts the Plan.
7. Section 1.55 of the Plan, renumbered as Section 1.52 in accordance with paragraph 2 above,
shall be completely amended and restated to provide as follows:
1.52 “Spouse” means the person to whom the Participant or former Participant is
married under applicable local law. In addition, to the extent provided in a
Qualified Domestic Relations Order, a surviving former spouse of a Participant or
former Participant will be treated as the Spouse of the Participant or former
Participant, and to the same extent any current spouse of the Participant or former
Participant will not be treated as a Spouse of the Participant or former
Participant. A former Spouse to whom all or a portion of a Participant’s or former
Participant’s Plan benefit is payable under a Qualified Domestic Order shall, to
that extent, be treated as a Spouse or surviving Spouse regardless of whether the
Qualified Domestic Relations Order specifically provides that the former Spouse is
to be treated as the Spouse for purposes of Sections 401(a)(11) and 417 of the Code.
8. Section 2.01 of the Plan shall be completely amended and restated to provide as follows:
2.01 Eligibility Requirements. Except as specified below, each Eligible
Employee who is employed by an Employer shall be eligible to participate in the Plan
for purposes of Salary Deferral Contributions, Catch-Up Salary Deferral
Contributions and Rollover Contributions to the Plan, in each case, on the date on
which he completes an Hour of Service. However, unless the Employee is employed by
the Sponsor at its plant in Lincolnshire, Illinois, an Employee who is included in a
unit of Employees covered by a collective bargaining agreement between the
Employees’ representative and the Employer is not eligible to participate in the
Plan if there has been good faith bargaining between the Employer and the Employees’
representative pertaining to retirement benefits and the agreement does not require
the Employer to include such Employees in the Plan. In addition, a Leased Employee
shall not be eligible to participate in the Plan unless the Plan’s qualified status
is dependent upon coverage of the Leased Employee. An Employee who is a nonresident
alien (within the meaning of section 7701(b) of the Code) and receives no earned
income (within the meaning of section 911(d)(2) of the Code) from any Affiliated
Employer that constitutes income from sources within the United States (within
the meaning of section 861(a)(3) of the Code) is not eligible to participate in
the Plan. An Employee who is a nonresident alien (within the meaning of section
7701(b) of the Code) and who does receive earned income (within the meaning of
section 911(d)(2) of the Code) from any Affiliated Employer that constitutes income
from sources within the United States (within the meaning of section 861(a)(3) of
the Code) all of which is exempt from United States income tax under an applicable
tax convention is not eligible to participate in the Plan. During any period in
which an individual is classified by an Employer as an independent contractor with
respect to such Employer, the individual is not eligible to participate in the Plan
(even if he is subsequently reclassified by the Internal Revenue Service as a common
law employee of the Employer and the Employer acquiesces to the reclassification).
During any period in which an individual is classified by an Employer as an intern
or student with respect to such Employer, the individual is not eligible to
participate in the Plan. Finally, an Employee who is employed outside the United
States is not eligible to participate in the Plan unless the Committee elects to
permit him to participate in the Plan.
9. Section 2.02 of the Plan shall be completely amended and restated to provide as follows:
2.02 Participation for Purposes of Matching Contributions and Supplemental
Contributions. An Employee who satisfies the eligibility requirements specified in
Section 2.01 shall be eligible to participate in the Plan for all purposes relating
to Matching Contributions and Supplemental Contributions on the date on which he
completes on year of Active Service
10. Section 2.03 of the Plan shall be completely amended and restated to provide as follows:
2.03 Eligibility Upon Reemployment. If an Employee incurs a Separation From
Service prior to the date he initially begins participating in the Plan, he shall be
eligible to begin participation in the Plan on the first date on which he performs
an Hour of Service after he incurs a Separation From Service. Subject to Section
2.04, once an Employee becomes a Participant, his eligibility to participate in the
Plan shall continue until he Xxxxxx Service.
11. Sections 3.03, 3.04, 3.05 and 3.06 of the Plan shall be completely amended and restated to
provide as follows:
3.03 Matching Contributions. Except with respect to Employees who are included
in a unit of employees covered by a collective bargaining agreement between the
Employers’ representative and the Sponsor and are employed at the Sponsor’s plant in
Lincolnshire, Illinois, each Employer will make a Matching Contribution on behalf of
each of its Employees who is a Participant in an amount equal to 50 percent of the
first five percent of such Participant’s Considered Compensation contributed to the
Plan pursuant to such Participant’s Salary Deferral Contributions and Catch-up
Salary Deferral Contributions.
3.04 Supplemental Contributions for Hourly Employees Other Than Employees of
Xxxxxxx Aluminum-Alabama, Inc., Imperial Products, Inc. and Colonial Craft, Inc.
Each Employer other than Xxxxxxx Aluminum-Alabama, Inc., Imperial Products, Inc. and
Colonial Craft, Inc. may contribute for an Allocation Period a Supplemental
Contribution to be allocated among Employees who receive hourly remuneration and are
eligible to participate in the Plan in such amount, if any, as shall be determined
by the Employer. The rate of the Supplemental Contribution need not be uniform
among all divisions of the Employer. Unless the Employer determines otherwise by a
resolution of its board of directors, the Employer shall not make a Supplemental
Contribution to the Plan for an Allocation Period on behalf of its Employees who are
compensated on an hourly basis and are eligible to participate in the Plan unless
during the fiscal year of the Sponsor immediately preceding the Allocation Period
the Sponsor had positive Earnings Before Interest and Taxes.
3..05 Supplemental Contributions for Salaried Employees Other Than Employees of
Xxxxxxx Aluminum-Alabama, Inc., Imperial Products, Inc. and Colonial Craft, Inc. If
during the fiscal year of the Sponsor immediately preceding an Allocation Period the
Sponsor had positive Earnings Before Interest and Taxes, each Employer other than
Xxxxxxx Aluminum-Alabama, Inc., Imperial Products, Inc. and Colonial Craft, Inc.
shall contribute for such Allocation Period on behalf of its Employees who are
compensated on a salaried basis and are eligible to participate in the Plan an
amount equal to 61/2 percent of such Participants or former Participants’ Considered
Compensation for the Allocation Period.
3.06 Supplemental Contributions for Employees of Xxxxxxx Aluminum-Alabama,
Inc., Imperial Products, Inc. and Colonial Craft, Inc. Notwithstanding Sections
3.04 or 3.05, Xxxxxxx Aluminum-Alabama, Inc., Imperial Products, Inc. and Colonial
Craft, Inc. may contribute for an Allocation Period a Supplemental Contribution to
be allocated among its Employees who are Participants in such amount, if any, as
shall be determined by it.
12. Section 4.01 of the Plan shall be amended and restated to provide as follows:
4.01 Information Statements from Employer. Upon request by the Committee, the
Employer shall provide the Committee with a schedule setting forth the amount of its
Salary Deferral Contribution, Catch-Up Salary Deferral Contribution, Supplemental
Contribution, QNEC, and restoration contribution; the names of its Participants, the
number of years of Active Service of each of its Participants, the amount of
Considered Compensation and Annual Compensation paid to each Participant, and the
amount of Considered Compensation and Annual Compensation paid to all its
Participants. Such schedules shall be conclusive evidence of such facts.
13. The last sentence of Section 4.05 of the Plan shall be amended and restated to provide as
follows:
This Section 4.05 shall not apply to Participants or former Participants who
are not entitled to Supplemental Contributions under the Plan.
14. Section 5.03 of the Plan shall be amended and restated to provide as follows:
5.03 Form and Method of Distribution. Any distribution under the Plan shall be
made in the form of (1) a single lump sum cash payment or (b) as a Direct Rollover
as provided in Section 5.05.
15. Sections 5.04, 5.08 and 5.09 of the Plan shall be deleted in their entireties and the
remaining Section in Article V shall be renumbered accordingly.
16. Section 5.05 of the Plan, renumbered as Section 5.04 in accordance with paragraph 15
above, shall be completely amended and restated to provide as follows:
17. Section 5.05 of the Plan, renumbered as Section 5.04 in accordance with paragraph 15
above, shall be completely amended and restated to provide as follows:
5.04 Immediate Payment of Small Amount Upon Separation From Service. Effective
as of March 28, 2005, each Participant or former Participant whose Nonforfeitable
Interest in his Account balance at the time of a distribution to him on account of
his Separation From Service is, in the aggregate, less than or equal to $1,000.00,
shall be paid in the form of an immediate single sum cash payment and/or as a Direct
Rollover, as elected by him under Section 5.05. However, if a Distributee who is
subject to this Section 5.04 does not furnish instructions in accordance with Plan
procedures to directly roll over his Plan benefit within 45 days after he becomes
eligible for such distribution, he will be deemed to have elected to receive an
immediate lump sum cash distribution of his entire Plan benefit. If a Participant’s
or former Participant’s Nonforfeitable Interest in his Account balance payable upon
his Separation From Service is zero (because he has no Nonforfeitable Interest in
his Account balance), he will be deemed to have elected and to have received an
immediate distribution of his entire Nonforfeitable Interest in his Account balance.
18. Section 5.07 of the Plan, renumbered as Section 5.06 in accordance with paragraph 15
above, shall be completely amended and restated to provide as follows:
5.06 Consent to Distribution. Notwithstanding any other provision of the Plan,
no benefit shall be distributed or commence to be distributed to a Participant or
former Participant prior to his attainment of the later of age 62 or Retirement Age
without his consent, unless the benefit is payable immediately under Section 5.04.
Any such consent shall be valid only if given not more than 90 days prior to the
Participant’s or former Participant’s Benefit Payment Date and after his receipt of
the notice regarding benefits described in Section 5.07(a).
19. Section 5.10 of the Plan, renumbered as Section 5.07 in accordance with paragraph 15
above, shall be completely amended and restated to provide as follows:
5.07 Information Provided to Participants and Former Participants. Information
regarding the form of benefits available under the Plan shall be provided to Participants or former Participants in accordance with the
following provisions:
(a) General Information. The Sponsor shall provide each Participant or
former Participant with a written general explanation of the Participant’s
or former Participant’s right, if any, to defer receipt of the distribution.
(b) Time for Giving Notice. The written general explanation or
description regarding any optional forms of benefit available under the Plan
shall be provided to a Participant or former Participant no less than 30
days and no more than 90 days before his Benefit Payment Date unless he
legally waives this requirement.
20. Section 5.12 of the Plan, renumbered as Section 5.08 in accordance with paragraph 7 above,
shall be completely amended and restated to provide as follows:
(a) 5.08 Required Distributions. Notwithstanding any other provision of
the Plan, all benefits payable under the Plan shall be distributed, or
commence to be distributed, in compliance with the following provisions:
(b) Required Distributions for Certain Persons Who are 701/2 or Older.
Unless a Participant’s or former Participant’s entire Nonforfeitable
Interest in his Plan benefit is distributed to him in a single sum no later
than his Required Beginning Date or in the form of an annuity purchased from
an insurance company, the Participant’s or former Participant’s
Nonforfeitable Interest in his Plan benefit must begin to be distributed,
not later than his Required Beginning Date, over the life of the Participant
or former Participant, or the joint lives of the Participant or former
Participant and his Section 401(a)(9) Beneficiary, or over a period not
extending beyond the life expectancy of the Participant or former
Participant or the joint and last survivor expectancy of the Participant or
former Participant and his Section 401(a)(9) Beneficiary. The distribution
required to be made on or before the Participant’s or former Participant’s
Required Beginning Date shall be the distribution required for his first
Distribution Calendar Year. The minimum required distribution for other
Distribution Calendar Years, including the required minimum distribution for
the Distribution Calendar Year in which the Participant’s or former
Participant’s Required Beginning Date occurs must be made on or before
December 31 of that Distribution Calendar Year. In the case of a benefit
payable in a form other than a single sum or an annuity purchased from an
insurance company, the amount that must be distributed for a Distribution
Calendar Year is an amount equal to the amount specified in Paragraph (b) of
this Section 5.08.
(c) Required Minimum Distributions. If a Participant’s or former
Participant’s Required Beginning Date is before the date on which he incurs
a Separation From Service, the Participant or former Participant
(if he is then alive) must be paid either the entire amount credited to
his Account or annual distributions from the Plan in the amounts required
under section 401(a)(9) of the Code and Regulations thereunder commencing no
later than his Required Beginning Date until his entire interest under the
Plan has been distributed under this Article V. The distribution required
to be made on or before the Participant’s or former Participant’s Required
Beginning Date shall be the distribution required for his first Distribution
Calendar Year. The minimum required distribution for other Distribution
Calendar Years, including the required minimum distribution for the
Distribution Calendar Year in which the Participant’s or former
Participant’s Required Beginning Date occurs must be made on or before
December 31 of that Distribution Calendar Year. The amount that must be
distributed for a Distribution Calendar Year is an amount equal to (1) the
Participant’s or former Participant’s Account balance as of the last
Valuation Date in the calendar year immediately preceding the Distribution
Calendar Year, increased by any contributions or forfeitures allocated and
made to the Account during such immediately preceding calendar year after
the Valuation Date, and decreased by distributions made during such
immediately preceding calendar year after the Valuation Date, divided by (2)
the Participant’s or former Participant’s Applicable Distribution Period.
(d) Distribution Deadline for Death Benefit When Participant or Former
Participant Dies Before His Distributions Begin. If a Participant or former
Participant dies before the date distribution of his Nonforfeitable Interest
in his Plan benefit begins, his entire Nonforfeitable Interest in his Plan
benefit will be distributed, or begin to be distributed, to his Section
401(a)(9) Beneficiary no later than as follows:
(e) If the Participant’s or former Participant’s surviving Spouse is
the Participant’s or former Participant’s sole Section 401(a)(9)
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 or former Participant died, or by December 31 of the
calendar year in which the Participant or former Participant would have
attained age 70 1/2 , if later.
(f) If the Participant’s or former Participant’s surviving Spouse is
not the Participant’s or former Participant’s sole Section 401(a)(9)
Beneficiary and the payment of Plan death benefits to the Section 401(a)(9)
Beneficiary will not be in the form of a single sum, then distributions to
the Section 401(a)(9) Beneficiary will begin by December
31 of the calendar year immediately following the calendar year in
which the Participant or former Participant died.
(g) If the Participant’s or former Participant’s surviving Spouse is
the Participant’s or former Participant’s sole Section 401(a)(9)
Beneficiary, and the payment of a Plan death benefit to the Section
401(a)(9) Beneficiary will be in the form of a single sum, then the
Participant’s or former Participant’s entire Nonforfeitable Interest in his
Plan benefit will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s or former
Participant’s death.
(h) If there is no Section 401(a)(9) Beneficiary as of September 30 of
the calendar year following the calendar year of the Participant’s or former
Participant’s death, then the Participant’s or former Participant’s entire
Nonforfeitable Interest in his Plan benefit will be distributed by December
31 of the calendar year containing the fifth anniversary of the
Participant’s or former Participant’s death.
(i) If the Participant’s or former Participant’s surviving Spouse is
the Participant’s or former Participant’s sole Section 401(a)(9) Beneficiary
and the surviving Spouse dies after the Participant or former Participant
but before distributions to the surviving Spouse begin, this Section
5.08(e), other than Section 5.08(e)(1), will apply as if the surviving
Spouse were the Participant.
(j) Unless the Participant’s or former Participant’s interest is
distributed in the form of an annuity 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 Paragraph (b) of this Section
5.08.
(k) Distribution of Death Benefit When Participant or Former
Participant Dies On or After His Required Beginning Date. If a Participant
or former Participant dies on or after his Required Beginning Date, his Plan
benefit must be distributed to his Section 401(a)(9) Beneficiary at least as
rapidly as the method of payment of minimum required distributions being
used as of the date of his death.
(l) Limitations on Death Benefits. Benefits payable under the Plan
shall not be provided in any form that would cause a Participant’s or former
Participant’s death benefit to be more than incidental. Any distribution
required to satisfy the incidental benefit requirement shall be considered a
required distribution for purposes of section 401(a)(9) of the Code.
(m) Compliance with Section 401(a)(9). All distributions under the
Plan will be made in accordance with the requirements of section 401(a)(9)
of the Code and all Regulations promulgated thereunder,
including, effective January 1, 2003, the Final Section 401(a)(9)
Regulations, including sections 1.401(a)(9)-1 through 1.401(a)(9)-9 of the
Final Section 401(a)(9) Regulations. The provisions of the Plan reflecting
section 401(a)(9) of the Code override any distribution options in the Plan
inconsistent with section 401(a)(9) of the Code.
(n) Compliance with Section 401(a)(14). Unless the Participant or
former Participant otherwise elects, the payment of benefits under the Plan
to the Participant or former Participant will begin not later than the 60th
day after the close of the Plan Year in which occurs the latest of (a) the
date on which the Participant or former Participant attains the later of age
62 or Retirement Age, (b) the tenth anniversary of the year in which the
Participant or former Participant commenced participation in the Plan, or
(c) the Participant’s or former Participant’s Separation From Service.
21. Subsection 5.16(c) of the Plan, renumbered as Subsection 5.12(c), in accordance with
paragraph 15 above, shall be completely amended and restated to provide as follows:
(c) This Section 5.12 does not apply in connection with determinations as to
whether a Participant or former Participant has incurred a Disability. Rather, such
determinations shall be subject to the procedures specified in Section 5.13.
22. Subsection (e) of Section 6.01 of the Plan shall be deleted in its entirety and subsection
(f) of Section 6.01 shall be renumbered as subsection (e) of Section 6.01.
23. Section 6.03 of the Plan is hereby amended and restated to provide as follows:
6.03 Form and Method of Payment. Any distribution made pursuant to this
Article VI, will be paid in the form of a single lump sum cash payment.
24. Sections 6.04 and 6.05 of the Plan shall be deleted in their entireties.
25. Article VII of the Plan is hereby amended and restated to provide as follows:
ARTICLE VII
LOANS
(a) Except as specified below, the Committee may direct the Trustees to make
loans to Participants (and Beneficiaries who are “parties in interest” within the
meaning of ERISA) who have Nonforfeitable Interests in their Account balances. The
Committee will be responsible for administering the Plan loan program. All loans
will comply with the following requirements:
(b) All loans will be made solely from the Participant’s or Beneficiary’s
Account.
(c) Loans will be available on a nondiscriminatory basis to all Beneficiaries
who are “parties in interest” within the meaning of ERISA, and to all Participants.
(d) Loans will not be made for less than $1,000.00.
(e) The maximum amount of a loan may not exceed the lesser of (A)
$50,000.00 reduced by the person’s highest outstanding loan balance from the
Plan during the preceding one-year period, or (B) one-half of the person’s
Nonforfeitable Interest in his Account balance under the Plan determined as of the
date on which the loan is approved by the Committee.
(f) Any loan from the Plan will be evidenced by a note or notes (signed by the
person applying for the loan in accordance with procedures established by the
Committee) having such maturity, bearing such rate of interest, and containing such
other terms as the Committee will require by uniform and nondiscriminatory rules
consistent with this Article and proper lending practices.
(g) All loans will bear a reasonable rate of interest which will be established
by the Committee. In determining the proper rate of interest to be charged, at the
time any loan is made or renewed, the Committee will contact at least two of the
largest banks in the geographic location in which the Participant or Beneficiary
resides to determine what interest rate the banks would charge for a similar loan
taking into account the collateral offered.
(h) Each loan will be fully secured by a pledge of the borrowing person’s
Nonforfeitable Interest in his Account balance. No more than 50 percent of the
person’s Nonforfeitable Interest in his Account balance (determined immediately
after the origination of the loan) will be considered as security for any loan.
(i) The term of the loan will not be less than 18 months. Generally, the term
of the loan will not be more than five years. The Committee may agree to a longer
term (but not more than seven years) only if such term is otherwise reasonable and
the proceeds of the loan are to be used to acquire a dwelling which will be used
within a reasonable time (determined at the time the loan is made) as the principal
residence of the borrowing person.
(j) The terms of each Plan loan agreement will require substantially level
amortization of the loan (with payments not less frequently than quarterly) over the
term of the loan. However, the level amortization requirement will not apply for a
period, not longer than one year (or such longer period as may apply under the
Uniformed Services Employment and Reemployment Rights Act of 1994) that an eligible
borrower is on a bona fide leave of absence, either without pay from the District or
at a rate of pay (after income and employment tax withholding) that is less than the
amount of the installment payments required under the terms of the loan. However,
the loan (including interest that accrues during the leave of absence) must be
repaid by the five-year loan maturity deadline specified in paragraph (h) above
(unless the loan was a home loan described in paragraph (h) above), and the amount
of the installments due after the leave ends (or, if earlier, after the first
anniversary of the leave or such longer period as may apply under the Uniformed
Services Employment and Reemployment Rights Act of 1994) must not be less than the
amount required under the terms of the original loan.
(k) Except with respect to a former Employee as provided in subsection (l)
herein, a Participant’s loan agreement will require that loan repayments be made
through payroll deductions.
(l) If a person fails to make a required payment within 30 days of the due date
set forth in the loan agreement, the loan will be in default.
(m) If a Participant or former Participant has an outstanding loan from the
Plan at the time of his Separation From Service, the Participant or former
Participant will have the right to elect to continue to repay the loan in accordance
with its terms; provided that if such an election is made such election shall be
irrevocable and the Participant shall not be eligible to receive a distribution from
the Plan until he has fully repaid the loan. If the Participant or former
Participant does not elect to continue to repay the loan in accordance with its
terms, the outstanding loan principal balance and any accrued but unpaid interest
will become immediately due in full. The Participant or former Participant will
have the right to immediately pay the Trustee that amount. If the Participant or
former Participant fails to repay the loan, the Trustee will foreclose on the loan
and the Participant will be deemed to have received a Plan distribution of the
amount foreclosed upon. The Trustee will not foreclose upon a Participant’s or
former Participant’s Salary Deferral Contribution Account or Catch-up Salary
Deferral Contributions Account until the Participant’s Separation From Service.
(n) If a Beneficiary defaults on his loan, the Trustee will foreclose on the
loan and the Beneficiary will be deemed to have received a Plan distribution of the
amount foreclosed upon.
(o) No amount that is pledged as collateral for a Plan loan to a Participant
will be available for withdrawal before he has fully repaid his loan.
(p) All interest payments made pursuant to the terms of the loan agreement will
be credited to the borrowing person’s Account and will not be considered as general
earnings of the Trust Fund to be allocated to other Participants.
26. The first paragraph of Article VIII shall be amended and restated in its entirety to
provide as follows:
A Participant or former Participant has a fully Nonforfeitable Interest in his
entire Account balance when he (a) incurs a Disability on or prior to the date of
his Separation From Service, (b) attains his Normal Retirement Age on or prior to
the date of his Separation From Service, or (c) incurs a Separation From Service due
to death. A Participant or former Participant shall at all times have a fully
Nonforfeitable Interest in amounts credited to his Salary Deferral Contribution
Account, his Catch-up Salary Deferral Contribution Account, his QNEC Account, and
his Rollover Account. A Participant or former Participant shall have a
Nonforfeitable Interest in the following percentage of amounts credited to his
Matching Contribution Account and his Supplemental Contribution Account:
27. Section 9.04 of the Plan shall be deleted in its entirety.
28. Section 10.07 of the Plan shall be amended and restated in its entirety to provide as
follows:
10.07 Credit for Service With Other Employers. For purposes of determining an
Employee’s Active Service for eligibility to participate and vesting, his service
with Alumi-Brite Corporation, an Illinois corporation, Fruehauf Trailer Corporation,
a Delaware corporation, Decatur Aluminum Holdings Corp., a Delaware corporation,
(and wholly-owned subsidiaries of Decatur Aluminum Holdings Corp.), Imperial
Products, Inc., a Delaware corporation, Alcoa, Inc., a Pennsylvania corporation,
Golden Aluminum Company, while owned by ACX Technologies, Inc. or Crown, Cork & Seal
Company, Inc., and Temroc Metals, Inc., prior to its sale by the Sponsor, will be
counted as Active Service under the Plan.
29. Sections 10.08, 10.09, 10.10, 10.11 and 10.12 of the Plan shall be deleted in their
entireties, and Section 10.13 shall be renumbered as Section 10.08.
30. Section 14.08 of the Plan shall be amended and restated in its entirety to provide as
follows:
14.08 Limitations on Legal Actions. No person may bring an action pertaining
to the Plan or Trust until he has exhausted his administrative claims and appeal
remedies identified in section 5.13. Further, no person may bring an action
pertaining to a claim for benefits under the Plan or the Trust following 180 days
after the Committee’s final denial of his claim for benefits.
31. Section 14.09 of the Plan shall be deleted in its entirety and the remaining Sections of
Article XIV shall be renumbered accordingly.
32. Section 14.11 of the Plan, renumbered as Section 14.10 in accordance with paragraph 31
above, shall be amended and restated in its entirety to provide as follows:
14.11 Special Provisions Applicable to Xxxxxxx Aluminum-Golden, Inc. Employees.
(a) Cessation of Participation. Upon the closing of the sale by the
Sponsor of the stock of Xxxxxxx Aluminum-Golden, Inc., (the “NAG Sale”), an
individual who is employed by Xxxxxxx Aluminum-Golden, Inc. shall cease to
be eligible to participate in the Plan.
(b) Sale is Distribution Event. An individual who continues to be
employed by Xxxxxxx Aluminum-Golden, Inc. following the NAG Sale shall be
deemed to have incurred a “Separation From Service” for all purposes under
the Plan.
(c) Vesting. Notwithstanding any other provision of the Plan to the
contrary, an individual who continues to be employed by Xxxxxxx
Aluminum-Golden, Inc. immediately following the NAG Sale shall have a
fully Nonforfeitable Interest in his Account balance upon the Sale.
(d)` Loans. Notwithstanding any other provision of the Plan to the
contrary, an individual who on the date of the NAG Sale (i) has an
outstanding loan from the Plan and (ii) is deemed to incur a Separation From
Service as a result of the Sale, will be allowed to repay to the Trustee the
outstanding loan principal balance and any accrued but unpaid interest over
the remaining term of the loan in accordance with the amortization schedule
provided in his loan agreement as if he had not incurred a Separation From
Service. The individual’s loan repayments will not be required to be made
on a payroll deduction basis; but rather may be made utilizing a loan coupon
procedure established by the Committee.
33. Subsection (i) of Section C.2 of Appendix C to the Plan shall be deleted in its entirety
and subsections (g) and (h) of Section C.2 of Appendix C to the Plan are hereby amended in their
entireties to provide as follows:
(g) to direct and instruct or to appoint an investment manager or
managers which would have the power to direct and instruct the Trustee in
all matters relating to the preservation, investment, reinvestment,
management, and disposition of the Trust assets; provided, however, that the
Committee shall have no authority that would prevent the Trustee from being
an “agent independent of the issuer,” as that term is defined in Rule 10b-18
promulgated under the Securities Exchange Act of 1934, at any time that the
Trustee’s failure to maintain such status would result in the Sponsor or any
other person engaging in a “manipulative or deceptive device or contrivance”
under the provisions of Rule 10b-6 of such Act; and
(h) to direct and instruct the Trustee in all matters relating to the
payment of Plan benefits and to determine a Participant’s or former
Participant’s entitlement to a benefit should he appeal a denial of his
claim for a benefit or any portion thereof.
34. Sections X.0, X.0, X.0, X.0, X.0, X.0, X.0, C.10, C.11, C.12, C.13, C.14, C.15, C.16 of
Appendix C to the Plan are hereby renumbered as Sections X.0, X.0, X.0, X.0, X.0, X.0, X.00, X.00,
X.00, C.13, C.14, C.15, C.16 and C.17, respectively, and a new Section C.3 is hereby added to
Appedix C to the Plan to provide as follows:
C.3 Delegation. The Committee shall have the power to delegate any of its
duties under the Plan, including, but not limited to, its clerical or recordation
duties, claims adjudication responsibilities and loan administrative duties, as it
may deem necessary or advisable for the proper and efficient administration of the
Plan. The Committee shall periodically review the performance of any person to whom
duties have been delegated or allocated by it under the provisions of this Plan or
pursuant to procedures established hereunder. This requirement may be satisfied by
formal periodic review by the Committee or by a qualified person
specifically designated by the Committee, through day-to-day conduct and
evaluation, or through other appropriate ways.
35. Appendix E to the Plan shall be deleted in its entirety.
[REMAINDER OF THE PAGE LEFT BLANK]
IN WITNESS WHEREOF, the Sponsor has caused this Agreement to be executed on the 26th day of
July, 2006.
| QUANEX CORPORATION |
||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Title: | Senior Vice President — General Counsel and Secretary | |||
