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Exhibit 4.4
SAP AMERICA, INC.
401(k) PROFIT SHARING PLAN & TRUST
AMENDMENT 97-1
Pursuant to Section 13.01 of the SAP America, Inc. Profit Sharing Plan &
Trust (the "Plan"), the Plan is amended and restated as set forth in the form
attached hereto, which is further amended, effective January 1, 1997, as
follows:
1. Article 1.1 is amended by adding the following sentence immediately
after the last sentence currently appearing therein:
"This Plan is intended to qualify as a profit sharing plan under Section
401(a) of the Internal Revenue Code (the "Code") and includes an Employee
salary reduction feature intended to comply with the requirements of
Section 401(k) of the Code, an employer matching feature intended to
comply with Section 401(m) of the Code, and a discretionary Employer
contribution feature intended to comply with Section 401(a) of the Code."
2. Article 2.6(a) is amended by adding the following language immediately
after the second occurrence of the term "Plan Year" currently appearing therein:
"excluding: (i) amounts contributed by the Employer to the Plan, (ii)
nontaxable and taxable fringe benefits, (iii) workers' compensation and
unemployment benefits, and (iv) for purposes of determining Employer
Profit Sharing Contributions pursuant to Article 4.11, amounts in excess
of $100,000. Compensation shall be further"
3. Article 2.7 is amended in its entirety to provide as follows:
"Disability" means a physical or mental condition of a Participant
resulting from bodily injury, disease or mental disorder which renders him
incapable of continuing his usual and customary employment with the
Employer. The Disability of a Participant shall be determined by a
licensed physician selected by the Committee. The determination of a
Disability shall be applied uniformly to all Participants."
4. Article 2.10 is amended in its entirety to provide as follows:
"Employee" means any individual who is employed by the Employer or by any
other employer required to be aggregated with the Employer under Section
414(b), (c), (m) or (o) of the Code, and shall include any leased employee
as described in Article 15.2 who is deemed to be an employee of the
Employer or of any employer required to be aggregated with the Employer as
provided under Section 414(n) or (o) of the Code."
5. Article 2.44 shall be added to the Plan to provide as follows:
""Employer Profit Sharing Contribution" means a discretionary contribution
to the Plan made by the Employer on behalf of a
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Participant in accordance with Article 4.11."
6. Article 2.45 shall be added to the Plan to provide as follows:
""Employer Profit Sharing Contribution Account" means the separate account
established in the name of a Participant pursuant to Article 4.11 to
record the Employer Profit Sharing Contributions by the Employer and the
earnings, losses and expenses allocated thereto."
7. Article 4.11 shall be added to the Plan to provide as follows:
"4.11 Employer Profit Sharing Contributions
(a) The Committee shall, at its discretion, credit to each eligible
Participant's Employer Profit Sharing Contribution Account, a
contribution in an amount which is in the same proportion that each
Participant's Compensation for the Plan Year bears to the total
Compensation of all such Participants for the Plan Year."
B. Article 6.4 shall be amended in its entirety to provide as follows:
"Forfeitures arising from Employer Profit Sharing Contributions and/or
Employer Matching Contributions shall be reallocated in the same manner as
Employer Profit Sharing Contributions are allocated pursuant to Article
4.11, with the exception that the determination and allocation of
forfeitures arising from Employer Matching Contributions shall be limited
to Participants eligible for Employer Matching Contributions for the Plan
Year."
9. Article 8.3(b)(ii) shall be amended in its entirety to provide as
follows:
"(ii) if so designated by the Employer in the Adoption Agreement, the
vested value of the Participant's Account shall be distributed in cash
payments in monthly, quarterly, semiannual or annual installments of
substantially equal amounts over a period of years certain. If a
distribution to a Participant is made in installments pursuant to this
Article, the undistributed balance of such Participant's Account shall be
held in the Trust until the last installment is paid and the assets of the
Account shall continue to be subject to the Participant's investment
direction. In the event of the death of the Participant prior to his
entire Account being distributed, any amount of his Account not previously
distributed shall be distributed to his Beneficiary over the remaining
installments."
10. Article 8.3(b)(iii) shall be added to the Plan to provide as follows:
"(iii) if so designated by the Employer in the Adoption
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Agreement, the vested value of the Participant's Account shall be used to
purchase an annuity from an insurance company payable over the life of the
Participant."
11. Article 8.3(b)(iv) shall be added to the Plan to provide as follows:
"(iv) if so designated by the Employer in the Adoption Agreement, the
vested value of the Participant's Account shall be used to purchase an
annuity from an insurance company over the life of the Participant with
the provision that one hundred percent (100%) , seventy-five percent (75%)
or fifty percent (50%) of such annuity amount, according to his election,
shall be continued to and during the life of his Beneficiary, if such
Beneficiary is living at the time of death of the retired Participant."
12. Article 8.3(b)(v) shall be added to the Plan to provide as follows:
"(v) if so designated by the Employer in the Adoption Agreement, the
vested value of the Participant's Account shall be used to purchase an
annuity from an insurance company payable over the life of the
Participant, but guaranteed for a period of five (5) years, ten (10)
years, or if greater, a period of years not extending beyond the life of
the Participant and the Beneficiary."
WHEREFORE, I have executed the foregoing amendment this 31st day of
December, 1996.
By: /s/ Kevin McKay
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Name: Kevin McKay
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Title: CFO, COO
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Witness: /s/ James [ILLEGIBLE]
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