EXHIBIT 10.10
AMENDMENT NO. FIVE
TO THE
XXXXXXXXX FARMS, INC.
AND
AFFILIATES
EMPLOYEE STOCK OWNERSHIP PLAN
THIS AGREEMENT, effective as of March 28, 2005, by XXXXXXXXX FARMS,
INC., a Mississippi corporation (the "Company");
WITNESSETH:
WHEREAS, the Employer has adopted and maintains the "Xxxxxxxxx
Farms, Inc. and Affiliates Employee Stock Ownership Plan" as heretofore amended
and restated as of November 1, 1997 (the "Plan"); and
WHEREAS, the Employer desires to further amend the Plan to comply
with Section 401(a)(31)(B) of the Internal Revenue Code, relating to mandatory
rollover distributions, as herein provided;
NOW, THEREFORE, pursuant to the provisions of Section 17.1 of the
Plan, the Plan is hereby amended as follows:
FIRST: Section 9.4 of the Plan is hereby amended by adding thereto,
at the end thereof, the following:
The provisions of this Section 9.4 of the Plan that provide for the
involuntary distribution of vested accrued benefits of $5,000 or
less are modified so that the $5,000 threshold in such provisions is
reduced to $1,000 and the value of the Participant's interest in the
Plan for such purpose shall include any rollover contributions (and
earnings thereon) within the meaning of Code Sections 402(c),
403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16).
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SECOND: The amendment made hereby shall not eliminate or reduce any
early retirement benefit or retirement type subsidy (as defined in regulations
promulgated by the Secretary of the Treasury) or eliminate an optional form of
benefit with respect to benefits attributable to service before the date hereof.
THIRD: The Plan as hereby amended shall continue in full force and
effect.
IN WITNESS WHEREOF, Xxxxxxxxx Farms, Inc. has caused this instrument
to be executed and attested, all by officers thereunto duly authorized.
XXXXXXXXX FARMS, INC.
By /s/
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Its Treasurer & CFO
ATTEST:
By /s/
-----------------
Its ?????
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