EXHIBIT 4.4
ACME BARREL COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
AMENDMENT 1998-1
Pursuant to the authority of Section 19(a) of the Acme Barrel Company
Employee Stock Ownership Plan (the "Plan") and Section L of the Acme Barrel
Company Employee Stock Ownership Trust Agreement (the "Trust") and the
Directors' Resolutions dated February 12, 1998, the Plan and Trust are hereby
amended, effective as stated herein as follows:
1. Plan Section 9(a) is amended effective January 1, 1998 to read as
follows:
"9. VOTING COMPANY STOCK.
(a) Except as provided in subsection (b) of this Section 9, all
Company Stock held by the Trust shall be voted by the Trustee.
Notwithstanding the foregoing, Participants and/or Beneficiaries shall
be entitled to direct the voting of any voting shares of Common Stock
allocated to their Company Stock Accounts (the "Directed Shares") with
respect to any vote required for the approval or disapproval of any
corporate merger or consolidation, recapitalization, reclassifications,
liquidation, dissolution, sale of substantially all the assets of a
trade or business, or other similar transactions prescribed by
regulation. Any unallocated shares held by the Trust and any Directed
Shares for which the Trustee has not received instructions shall be
voted by the Trustee."
2. Trust Section D is amended effective January 1, 1998 to read as
follows:
"D. VOTING COMPANY STOCK.
Except as otherwise provided in this Section D, all Company Stock
held by the Trust shall be voted by the Trustee. Notwithstanding the
foregoing, Participants and/or Beneficiaries shall be entitled to
direct the voting of any voting shares of Company Stock allocated to
their Company Stork Accounts (the "Directed Shares") with respect to
any vote required for the approval or conforming disapproval of any
corporate merger or consolidation, recapitalization, reclassifications,
liquidation, dissolution, sale of substantially all the assets of a
trade or business, or other similar transactions prescribed by
regulation.
Any unallocated shares held by the Trust and any Directed Shares for
which the Trustee has not received instructions shall be voted by the
Trustee."
3. Plan Section 18(b) is amended, effective May 15, 1998, by adding a new
subsection (3) to read as follows:
"(3) A Participant may direct the Trustee to sell up to twenty-five
percent (25%) of the vested portion of his or her Company Stock allocated to
the Participant's Company Stork Account and reinvest the proceeds of such
sale in such alternative investment funds selected by the Trustee. Neither
the trustee nor the Company, nor any fiduciary of the Plan shall be liable
to the Participant or any of his or her beneficiaries for any loss resulting
from an investment direction given by the Participant."
4. Trust Section B is amended, effective May 15, 1998, by adding a new
subsection (4) to read as follows:
"(4) The Trustee may invest a portion of a Participant's Company Stock
Account as directed by the Participant in compliance with, and as limited
by, Section 18(b)(3) of the Plan."
The remaining provisions of the Plan and Trust shall continue in full
force and effect.
ACME BARREL COMPANY
/s/ XXXXXX X. XXXXXXXX
-------------------------------
By: Xxxxxx X. Xxxxxxxx
Its: President
Trustees under the ACME BARREL
COMPANY EMPLOYEE STOCK
OWNERSHIP TRUST AGREEMENT
/s/ XXXXXX X. XXXXXXXX
-------------------------------
Xxxxxx X. Xxxxxxxx, Trustee
/s/ XXXXXX X. XXXXXXXX
-------------------------------
Xxxxxx X. Xxxxxxxx, Trustee
2
ESOP:
-----
Xxxx X. Xxxxxxx, President
Improved Funding Techniques Inc.
000 Xxxxxxxx
Xxxxxxxx, XX 00000
Phone: 000-000-0000 Fax: 000-000-0000
Administrator of ESOP and Profit Sharing Plan since 1995.
Xxxxxxx X. Xxxxxxxx, Inc.
000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Phone: 000-000-0000
Has done annual common stock valuation for the ESOP since 1986.
ESOP (continued):
-----------------
Xxxxx X. Xxxxx, Principal
Consulting Fiduciaries, Inc.
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Phone: 000-000-0000 Fax: 000-000-0000
Engaged January, 1998 as independent fiduciary for the ESOP.
To:_____________________________
From: Xxx Xxxxx
Re: ESOP Installment Payments
Current Internal Revenue Service rules now allow the rollover of your ESOP
installment payments into an Individual Retirement Account on a tax deferred
basis. Please complete the enclosed form indicating your selection of options,
and return it to me in the envelope provided. Immediately upon receipt of your
reply, disbursement will be made to you with withholding tax deducted, or
directly to your IRA custodian in full.
This election is made every year, and your present choice does not bind you to
that option for future installments.
WITHHOLDING/ROLLOVER ELECTION FORM FOR
ELIGIBLE ROLLOVER DISTRIBUTIONS
CASH DISTRIBUTION
You must complete this form if you wish to make a direct rollover, or direct
payment to you of your "eligible rollover distribution." See explanation in
attached Special Tax Notice Regarding Plan Payments. Any eligible amount not
directly rolled over will be subject to the 20% federal withholding requirement
and may be subject to premature distribution penalties.
PART 1 - Personal Data
Name of Participant __________________________________________________________
Address ______________________________________________________________________
City/State _______________________________________________ Zip _______________
Date of Birth ____________________________ Social Security No.________________
PART 2 - Form of Distribution [check A or B]
___ A. I hereby elect to have my benefit distributed in cash.
___ B. I do not wish to have my plan benefit distributed in cash.
Distribute my plan benefit in the form of shares of Company
Stock and send me a Stock Transfer Agreement which describes
the terms of the RIGHT OF FIRST REFUSAL.
PART 3 - Distribution Options (check A, B or C]
___ A. I elect to directly roll over 100% of my Eligible Rollover
Distribution(s) to the IRA or qualified employer plan indicated in Part
4 below. (Must be at least $200.00)
___ B. I elect to directly roll over a portion of my payment $ (must be at
least $500.00) to the IRA or qualified employer plan indicated in Part
4 below.
___ C. I elect my total distribution be paid directly to me. I understand that
20% of the distribution will be withheld as Federal Income Taxes.
PART 4 - Direct Rollover Recipient - [complete A or B]
A. IRA INFORMATION:
Account Number: _____________________________________________________
Trustee or Custodian Name: __________________________________________
Address: ____________________________________________________________
____________________________________________________________
Attn: ____________________________________________________________
Phone Number: _______________________________________________________
EXHIBIT C
Withholding/Rollover Election Form
For Eligible Rollover Distributions
Cash Distribution
Page 2
B. QUALIFIED EMPLOYER PLAN INFORMATION:
Plan Name: __________________________________________________________
Trust or Custodial Account Number: __________________________________
Address: ____________________________________________________________
Attn: _______________________________________________________________
_______________________________________________________________
_______________________________________________________________
Phone Number: _______________________________________________________
Delivery Technique
___ Mail check to receiving Qualified Plan or IRA.
___ Provide a check to me for delivery to receiving Qualified Plan or IRA.
Check will only be negotiable by the receiving Qualified Plan or IRA.
PART 5 - Signature
I have received the Special Tax Notice Regarding Plan Payments summarizing
withholding and direct rollover rules which apply to my plan distribution. I
understand that normally I cannot receive my distribution earlier than 30 days
(or later than 90 days) after receiving this Notice. However, participants may
elect to waive the (30) day notice and either receive their distribution or have
a direct rollover made. Please sign below to waive your 30 days notice.
If you do not return this completed form in a timely manner and your
distribution is less than $3,500, 20% federal income tax will be withheld from
the taxable portion of your payment.
Date: ___________________________ Signature: __________________________
Withholding\Rollover Election Form
for Eligible Rollover Distributions
Cash Distribution
Page 3
PART 6 - Consent to Distribution (for amounts in excess of $3,500)
I understand that the value of my plan benefit exceeds $3,500 and that I may,
therefore, elect to defer payment of my plan benefit until some future time.
Nevertheless, I hereby elect to receive my plan benefit now in accordance with
the elections above indicated.
Date: ___________________________ Signature: __________________________
State Withholding Election
[_] I elect not to have State income tax withheld from my plan distribution.
[_] If you wish to specify dollar amounts of withholding, CHECK THIS BOX and
indicate the amount below.
[_] Amount of State Withholding $____________
[_] If you wish to have withholding apply based on current Tax Tables, CHECK
THIS BOX.
Date: ___________________________ Signature: __________________________
