EXHIBIT 10.4.b
AMENDMENT
OF THE
FMC CORPORATION SALARIED EMPLOYEES' RETIREMENT PLAN
WHEREAS, FMC and Snap-On Incorporated ("Snap-On") will be parties to an
Acquisition Agreement under which FMC will sell and assign the assets and
liabilities of its Automotive Service Equipment Division (the "Business") to
Snap-On, and employees of the Business will be offered employment by Snap-On;
and
WHEREAS, the Acquisition Agreement provides that FMC will amend the FMC
Employees' Thrift and Stock Purchase Plan (the "Thrift Plan") and the FMC
Corporation Salaried Employees' Retirement Plan (the "Salaried Plan") with
respect to employees who accept offers of employment with Snap-On (the
"Transferred Employees" as defined in the Acquisition Agreement;
NOW, THEREFORE, IT IS RESOLVED, effective as of the "Closing Date" as defined in
the Acquisition Agreement, the Salaried Plan is amended as follows:
1. Each Transferred Employee's eligible wages with Snap-On and its
subsidiaries shall be recognized in determining the Transferred Employee's
Final Average Monthly Earnings under this Plan so that each Transferred
Employee's benefit under the Plan shall be determined, to the extent
applicable, using eligible wages received from the Company, Snap-On, and
its subsidiaries.
2. A Transferred Employee will not be considered to have terminated
employment with the Company until employment is terminated with Snap-On and
its subsidiaries, but such employment with Snap-On and its subsidiaries
shall not otherwise be taken into account for purposes of accrual of
benefits under the Plan.
Dated: March 28, 1996
FMC CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxx
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Member, FMC Employee Welfare
Benefits Plan Committee
