Exhibit 10.36.1
AMENDMENT NO. 1 TO THE
XXXXXX ASSET MANAGEMENT, LTD.
PROFIT-SHARING AND SAVINGS PLAN AND TRUST AGREEMENT
(as Amended and Restated Effective January 1, 1997)
The Xxxxxx Asset Management, Ltd. Profit-Sharing and Savings Plan and Trust
Agreement (the "Plan") is hereby amended effective January 1, 1997, as follows:
1. Section 1.13 is amended to read as follows:
Section 1.13 "Leased Employee" means any person who is not an
Employee of an Employer, but who has provided services to an Employer
under the primary direction of the Employer on a substantially full-time
basis for a period of at least one year pursuant to an agreement between
the Employer and a leasing organization. The period during which a Leased
Employee performs services for an Employer shall be taken into account for
purposes of Article III and Article VII of the Plan, unless (i) such
Leased Employee is a participant in a money purchase pension plan
maintained by the leasing organization which provides a non-integrated
employer contribution rate of at least 10 percent of compensation,
immediate participation for all employees and full and immediate vesting,
and (ii) Leased Employees do not constitute more than 20 percent of the
Employer's nonhighly compensated workforce. If a person is a Leased
Employee of a Related Entity (determined by substituting "Related Entity"
for "Employer" each time it appears in the first sentence of this
Section), and then becomes an Employee of an Employer, the second sentence
of this Section shall apply to that person's service as a Leased Employee
with the Related Entity as if it had been service with an Employer as a
Leased Employee.
2. Section 2.5 is amended to read as follows:
Section 2.5. Service with Xxxxxx Associates, L.P.; Service with Related
Entities.
(a) For employees who commenced employment with the Company on or before
June 30, 1992, Hours of Service with Xxxxxx Associates, L.P. and any
predecessor company shall be credited for all purposes under this
Plan in accordance with the terms of this Article in the same manner
as Hours of Service with the Company.
(b) If an employee of a Related Entity becomes an Employee of an
Employer, Hours of Service with that Related Entity (for periods
when it was a Related Entity) shall be credited for all purposes
under this Plan, in accordance with the terms of this Article, in
the same manner as Hours of Service with an Employer. When a Related
Entity becomes an Employer, all employees of that Related Entity
shall be credited with Hours of Service with that Related Entity
(for periods when it was a Related Entity) for all purposes under
this Plan, in accordance with the terms of this Article, in the same
manner as Hours of Service with an Employer.
3. Section 16.2(a) is amended by substituting "three Vesting Years of
Service" for "five Vesting Years of Service."
4. Section 17.3 is amended to read as follows:
Section 17.3. Vesting upon Termination of Plan or Complete
Discontinuance of Contributions. Upon the termination of the Plan or the
complete discontinuance of contributions by the Employers, each
Participant shall have a nonforfeitable right in 100% of his Company
Contribution Account and, if applicable, his Forfeiture Suspense Account.
Upon a partial termination of the Plan, each affected Participant shall
have a nonforfeitable right in 100% of his Company Contribution Account
and, if applicable, his Forfeiture Suspense Account.
5. Section 19.3 is amended to read as follows:
Section 19.3 Minimum Contribution. For any Plan Year that the Plan
shall be a Top-Heavy Plan, each Participant who: (a) is neither a Key
Employee nor a Former Key Employee and (b) is an Employee on the last day
of the Plan Year, regardless of how many Hours of Service he earned during
the Plan Year, shall have allocated to his Company Contribution Account
the sum of Company Contributions and Forfeitures in an amount equal to not
less than the lesser of 3 percent of such Participant's compensation (as
defined in Section 1.415-2(d) of the Treasury Regulations), or an amount
which is the same ratio or percentage of Company Contributions and
Forfeitures to compensation for the Plan Year as for the Key Employee who
has the highest such ratio or percentage for the Plan Year. The amount of
Company Contributions and Forfeitures required to be allocated under this
Section 19.3 for any Plan Year shall be reduced by the amount of employer
contributions and forfeitures allocated on behalf of the Participant under
any other defined contribution plan maintained by an Employer or Related
Entity for the Plan Year.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and attested and said Trustees have hereunto set their hands, all on the
_________ day of __________, 1999.
XXXXXX ASSET MANAGEMENT, LTD.
By:
------------------------------
Its:
-----------------------------
ATTEST:
---------------------------------- -----------------------------------
Xxxxx X. Xxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxxxxx
-----------------------------------
Xxxxxxx X. XxXxxxx
