EXHIBIT 10.11C
SECOND AMENDMENT TO THE
RECOTON CORPORATION CODE SECTION 401(K) PROFIT SHARING
PLAN AND TRUST AGREEMENT
Recoton Corporation, a New York corporation (the "Employer"), and
Xxxxxxx X. Xxxxxxxxx, Xxxxxx X. Xxxxxxxxx and Xxxxxx Xxxxxx (collectively
referred to as the "Trustee") agree and consent effective the 1st day of
January, 1995, to amend the Recoton Corporation Code Section 401(k) Profit
Sharing Plan and Trust Agreement as follows:
1. Section 3.06A of Article III of the Plan is amended by deleting it
in its entirety and inserting the following in lieu thereof:
"3.06A COMPENSATION TAKEN INTO ACCOUNT. In allocating an Employer
qualified nonelective contribution or nonelective contribution to a
Participant's Account, the Advisory Committee will take into account
only the Compensation determined for the portion of the Plan Year in
which the Employee actually is a Participant."
2. Section 3.04B(2) of Article III of the Plan is amended by deleting
it in its entirety and inserting the following in lien thereof:
"3.04B(2) SPECIAL DEFINITIONS. For purposes of this Section 3.04(B),
the term "Participant" includes any Employee otherwise eligible to
participate in the Plan but who is not a Participant because of his
failure to make elective deferrals under a Code Section 401(k)
arrangement or because of his failure to make mandatory employee
contributions. For purposes of clause (b), "Compensation" means
Compensation as defined in Section 1.10, except: (i) Compensation does
not include elective contributions; (ii) any exclusions from
Compensation (other than the exclusion of elective contributions and
the exclusions described in paragraphs (a), (b), (c) and (d) of
Section 1.10) do not apply; and (iii) any modification to the
definition of Compensation in Section 3.06 does not apply.
Notwithstanding the foregoing, for purposes of determining the minimum
allocation for any Participant, the Advisory Committee will take into
account only the Compensation determined for the portion of the Plan
Year in which the Employee actually is a Participant."
Except as hereinabove amended, the Recoton Corporation Code Section
401(k) Profit Sharing Plan and Trust Agreement shall remain unchanged and shall
continue in full force and effect, provided, however, that no amendment hereto
shall retroactively eliminate an optional form of benefit that is a protected
benefit under Code Section 411(d)(6) and applicable Treasury Regulations.
Signed, sealed and delivered
in the presence of: EMPLOYER:
RECOTON CORPORATION
By: /s/ XXXXXX XXXXXX
----------------------------- ------------------------------
Xxxxxx Xxxxxx, Vice President
and Treasurer
-----------------------------
As to Employer
TRUSTEE:
/s/ XXXXXXX X. XXXXXXXXX
----------------------------- -----------------------------
Xxxxxxx X. Xxxxxxxxx
-----------------------------
As to Trustee
/s/ XXXXXX X. XXXXXXXXX
----------------------------- -----------------------------
Xxxxxx X. Xxxxxxxxx
-----------------------------
As to Trustee
