AMENDMENT NO. 7
TO THE
COLUMBUS McKINNON CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
Columbus McKinnon Corporation (the "Corporation") hereby
amends the Columbus McKinnon Corporation Employee Stock Ownership Plan (the
"Plan"), as amended and restated in its entirety effective April 1, 1989, and as
further amended by Amendment Nos. 1-6, in accordance with Section 11.1 of the
Plan, as follows:
1. Section 1.6, entitled "Annual Earnings", is amended effective as of
April 1, 1997 by deleting Section 1.6(b)(3) entitled "Family Aggregation."
2. Section 1.18, entitled "Employer", is amended effective as of
September 1, 1999 to read as follows:
1.18 "Employer" means the Corporation and each Affiliate that
participates in the Plan in accordance with Article XII. Any Affiliate
that becomes an Employer shall be listed in Schedule A attached to and
made a part of this Plan.
3. Section 1.16, entitled "Eligible Employee," is amended effective April
1, 2000 by renumbering "subsection (b)" to be "subsection (c)" and inserting a
new subsection (b) to read as follows:
(b) Employees Temporarily Transferred Abroad. An Eligible
Employee who is transferred to a facility outside the United States on
a temporary basis (for less than five years) shall continue to be an
Eligible Employee during such period, provided that the Employee
remains on the payroll of an Employer."
4. Section 1.24, entitled "Highly Compensated Employee," is amended
effective April 1, 1997 to read as follows:
1.24 Highly Compensated Employee.
(a) In General. The term Highly Compensated Employee includes
highly compensated active Employees and highly compensated former
Employees.
<PAGE>
Columbus McKinnon Corporation Employee Stock Ownership Plan
Page 2 of Amendment No. 7 of 1989 Restatement
(1) Active Employees. A highly compensated
active employee means any Employee who:
(A) was a 5-percent owner (as defined in
Section 416(i)(1) of the Code) of the Employer or
Affiliate at any time during the current or preceding
year, or
(B) for the preceding year had compensation
from the Employer and all Affiliates in excess of
$80,000 (as adjusted by the Secretary of the Treasury
pursuant to Section 415(d) of the Code, except that
the base period shall be the calendar quarter ending
September 30, 1996).
(2) Former Employees. A former Employee shall be
highly compensated employee if:
(A) the Employee was a Highly Compensated
Employee when the Employee separated from service, or
(B) the Employee was a Highly Compensated
Employee at any time after attaining age 55.
(b) Meaning of "Compensation". For the purpose of this
Section 1.24, the term "compensation" means compensation within the
meaning of Section 415(c)(3) of the Code. For Plan Years beginning
before January 1, 1998, the determination of "compensation" shall be
made without regard to Sections 125, 402(e)(3), and 402(h)(1)(B) of the
Code and, in the case of employer contributions made pursuant to a
salary reduction agreement, without regard to Section 403(b) of the
Code.
(c) Application of Code and Regulations. The determination of
who is a Highly Compensated Employee, including the determinations of
the number and identity of Employees in the top-paid group, shall be
made in accordance with Section 414(q) of the Code and the regulations
thereunder.
(d) Effective Date. Section 1.24 in the form set forth
hereinabove shall be effective April 1, 1997.
<PAGE>
Columbus McKinnon Corporation Employee Stock Ownership Plan
Page 3 of Amendment No. 7 of 1989 Restatement
5. Section 1.24, entitled "Highly Compensated Employee," is amended by
adding new Section 1.24(a)(3) thereto, effective April 1, 1999, to read as
follows:
(3) Calendar Year Data Election. Effective April 1,
1999, for purposes of Section 1.24(a)(1)(B), the term
"preceding year" shall mean the calendar year beginning with
or within the Plan Year (look-back year) immediately preceding
the Plan Year (determination year) for which the Highly
Compensated Employee status of an Employee is being
determined.
6. Section 1.26, entitled "Leased Employee" is amended effective April 1,
1997 to read as follows:
1.26 Leased Employee.
(a) In General. "Leased Employee" means any person who is not
an employee under common law of any Employer or Affiliate and who
provides services to an Employer or an Affiliate ("recipient") if: [1]
such services are provided to the recipient pursuant to an agreement
between the recipient and any other person ("leasing organization"),
[2] such person has performed such services for the recipient (or for
the recipient and related persons) on a substantially full-time basis
for a period of at least one year, and [3] such services are performed
under the primary direction or control of the Employer.
(b) Treatment of Leased Employees. Once an individual becomes
a Leased Employee, the individual shall be taken into account in
determining whether the Plan satisfies the coverage requirements of
Section 410(b) of the Code, and service as a Leased Employee shall be
counted as service for purposes of eligibility to participate and
vesting, but Leased Employees shall not be eligible to participate in
the Plan.
7. Section 1.29, entitled "Normal Retirement Age", is amended effective
April 1, 1999 to read as follows:
1.29 "Normal Retirement Age" means the day on which a Participant
attains age 65 or, if later, the earlier of the 5th anniversary of the
day on which the Participant commenced participation in the Plan or the
5th anniversary of the day on which the Participant commenced
participation in the Columbus McKinnon Corporation Monthly Retirement
Benefit Plan.
<PAGE>
Columbus McKinnon Corporation Employee Stock Ownership Plan
Page 4 of Amendment No. 7 of 1989 Restatement
8. Section 1.36, entitled "Thrift Plan", has been amended effective April
1, 1989 to read as follows:
1.36 "Thrift Plan" means the Columbus McKinnon Corporation Thrift
401(k) Plan effective as of August 1, 1984, as amended from time to
time.
9. Section 3.4, entitled "Allocation of Contributions", is amended
effective April 1, 1998 by changing subsection (a) thereof to read as follows:
(a) Persons Entitled to Share in Contributions. Each
Participant [1] who is an Eligible Employee on the Allocation Date
within a Plan Year and who has earned at least 1,000 Hours of Service
in the calendar year ending on the Allocation Date, or [2] who dies or
terminates employment on or after April 1, 1998 during a Plan Year
after attaining age 55 and completing at least five Years of Vesting
service (provided the Participant was an Eligible Employee immediately
prior to such death or termination of employment), shall be entitled to
share in the Contributions made for such Plan Year.
10. Section 7.1, entitled "Time of Distribution", is amended effective
April 1, 1998 by changing Section 7.1(d)(1) to read as follows:
(1) Requirement of Participant's Consent. If the
aggregate value of a Participant's Account Balance exceeds
$5,000 (or exceeded $5,000 at the time of any previous
distribution), no distribution to the Participant shall be
made before the Participant attains Normal Retirement Age
unless the Participant is given the notice described in
Section 7.1(d)(1)(A) and consents in writing to earlier
payment. Such notice and consent shall not be required after
the death of the Participant.
11. Section 7.1, entitled "Time of Distribution", is amended effective
April 1, 1998 by changing Section 7.1(e) to read as follows:
(e) Participant May Defer Distribution. A Participant who
ceases to be an Employee after attaining his Normal Retirement Age, or
after attaining age 55 if he has earned 5 Years of Vesting Service, may
elect to defer distribution of his Account Balance until a designated
Valuation Date that is not later than the April 1 following the
calendar year in which he will attain age 69 1/2. Such election shall
be made by notice filed with the Committee and shall be irrevocable.
<PAGE>
Columbus McKinnon Corporation Employee Stock Ownership Plan
Page 5 of Amendment No. 7 of 1989 Restatement
12. Section 7.9, entitled "Required Minimum Distributions" is amended
effective April 1, 1997 to read as follows:
7.9 Required Minimum Distributions.
(a) General Rule. Payment of a Participant's benefit shall
commence no later than April 1 of the calendar year following the
calendar year in which the Participant attains age 70-1/2. Benefits
payable during any calendar year following the calendar year in which
the Participant attains age 70-1/2 and before actual retirement shall
be recomputed as of the first day of such calendar year and shall be
increased (but not decreased) to reflect any additional year of Benefit
Service completed during the immediately preceding calendar year.
(b) Election To Defer Benefits. Notwithstanding Section
7.9(a), a Participant who is not a "5-Percent Owner" and who continues
to be an Employee after attaining age 70-1/2 may elect to defer the
commencement of benefits until the he ceases to be an Employee. The
election shall be made at the time and in the manner determined by the
Committee. The benefit payable to the Participant upon actual
retirement shall be determined under Section 7.9(a). For purposes of
this Section 7.9, a Participant is a "5-percent owner" if he is a
5-percent owner of the Corporation or any Affiliate within the meaning
of Code Section 416(i) at any time during the Plan Year ending with the
calendar year in which he attains age 66-1/2 or any subsequent Plan
Year.
(c) Required Distributions. Notwithstanding any other
provision in this Plan, all distributions under the Plan shall be made
in accordance with Code Section 401(a)(9) (concerning required
distributions) and the Treasury Regulations issued thereunder,
including the minimum distribution incidental benefit requirements set
forth in Proposed Treasury Regulation Section 1.401(a)(9)-2 (or any
successor section). Code Section 401(a)(9) and the regulations
thereunder shall supersede any distribution option or benefit deferral
provision under the Plan that is inconsistent therewith.
<PAGE>
Columbus McKinnon Corporation Employee Stock Ownership Plan
Page 6 of Amendment No. 7 of 1989 Restatement
(d) Effective Date. Section 7.9, in the form set forth
hereinabove, shall be effective for Plan Years beginning on and after
April 1, 1997.
13. Section 13.1, entitled "Summary", is amended effective April 1, 1998 to
read as follows:
13.1 Summary. The total contributions allocated to the Accounts of any
Participant for a Limitation Year with respect to the Corporation and
all Affiliates may not exceed the lesser of $30,000 (as adjusted) or 25
percent of the Participant's Section 415 Compensation. If the
Participant receives contributions and/or benefits under more than one
qualified plan of the Corporation (and all Affiliates), all such
contributions and benefits must be taken into account in applying this
limitation. The rules applying this limitation are set forth in detail
in the subsequent sections of this ARTICLE 13 and these sections
override any inconsistent provision in this Section 13.1.
14. Section 13.2, entitled "Definitions and Rules of Interpretation", is
amended effective April 1, 1998 by changing subsection (f) to read as follows:
(f) "Maximum Dollar Amount" means for any Limitation Year,
$30,000, as may be increased pursuant to Section 415(d) of the Code.
15. Section 13.2, entitled "Definitions and Rules of Interpretation", is
amended effective April 1, 1998 by changing subsection (h) to read as follows:
(h) "Section 415 Compensation" means, with respect to a
Limitation Year, "participant's compensation" as defined under Code
Section 415(c)(3) and the Treasury Regulations thereunder. Effective
January 1, 1998, Section 415 Compensation shall include elective
deferrals (as defined in Code Section 402(g)(3)) and salary reduction
contributions under a cafeteria plan that are excluded from gross
income under Code Section 125. Effective April 1, 1994, Section 415
Compensation shall be limited to $150,000 (subject to annual
adjustment) in accordance with Code Section 401(a)(17).
<PAGE>
Columbus McKinnon Corporation Employee Stock Ownership Plan
Page 7 of Amendment No. 7 of 1989 Restatement
16. Section 13.4, entitled "Participation in a Defined benefit Plan", is
amended effective April 1, 2000 by adding new subsection (f) thereto to read as
follows:
(f) Section Ineffective After 1999 Limitation Year. This
Section 13.4 shall become ineffective on and after April 1, 2000.
Accordingly, allocations made under the Plan on and after that date
shall not be limited on account of a Participant accruing or having
accrued a benefit under a defined benefit plan of the Corporation or
any Affiliate. Allocations made under the Plan before that date shall
not be adjusted on account of this Section 13.4(f).
17. New Section 15.9, entitled "Uniformed Services Employment and Reemployment
Rights Act", is added to the Plan effective December 12, 1994 to read as
follows:
15.9 Uniformed Services Employment and Reemployment Rights Act.
Notwithstanding any provision in the Plan to the contrary,
contributions, credit and benefits with respect to qualified military
service will be provided in accordance with Section 414(u) of the Code.
This Section is effective December 12, 1994.
18. New Schedule A, entitled "Employers Participating in the Plan", is
added to the Plan effective as of September 1, 1999 to read as follows:
Schedule A
Participating Employers and Eligible Employees
Reflecting Amendment of the Plan through November 1, 1999
1. Columbus McKinnon Corporation (April 1, 1987)
Columbus McKinnon Corporation established the Plan as a profit sharing
plan covering certain salaried employees effective April 1, 1987. The
Plan was restated as an ESOP effective November 1, 1988.
<PAGE>
Columbus McKinnon Corporation Employee Stock Ownership Plan
Page 8 of Amendment No. 7 of 1989 Restatement
o The Plan was again restated effective April 1, 1989 and at
that time the Plan covered nonunion salaried employees, office
employees and nonunion factory employees at Columbus McKinnon
Corporation's Tonawanda facility.
o The Plan was amended effective October 1, 1994 to extend
coverage to all other nonunion hourly employees of Columbus
McKinnon Corporation.
o The Plan was amended effective February 24, 1995 to exclude
salaried employees of the Positech and Durbin Durco Divisions
of Columbus McKinnon Corporation. These division had been non-
participating subsidiary corporations which merged into
Columbus McKinnon on that date.
o The Plan was amended effective April 1, 1998 to extend
coverage to all nonunion employees of Columbus McKinnon
Corporation who are regularly employed at a facility in the
United States.
2. Lift-Tech International, Inc. (April 1, 1996)
Columbus McKinnon Corporation acquired Lift-tech International, Inc.
(Lift- Tech) on November 1, 1995 and merged Lift-Tech into Columbus
McKinnon Corporation on March 1, 1997. Nonunion employees of Lift-Tech
who meet the age and service requirements under the Plan and satisfy
the definition of "Eligible Employee" are eligible to enter the Plan on
or after April 1, 1996 in accordance with Section 2.1 of the Plan. Such
Employees are granted Eligibility Service and Vesting Service under the
Plan for service with Lift- Tech International, Inc. and its affiliates
prior to November 1, 1995.
3. Yale Industrial Products, Inc. (April 1, 1998)
Columbus McKinnon Corporation acquired Spreckels Industries, Inc. and
its subsidiaries on January 3, 1997. Effective March 31, 1997,
Spreckels was merged into its subsidiary, Duff-Norton Company, Inc.,
and the subsidiary was renamed "Yale Industrial Products, Inc.".
Nonunion employees of Yale Industrial Products, Inc. who meet the age
and service requirements under the Plan and satisfy the definition of
"Eligible Employee" are eligible to enter the Plan on or after April 1,
1998 in accordance with Section 2.1 of the Plan.
Employees of Yale Industrial Products, Inc. who may be Eligible
Employees include all nonunion Employees. Such Employees are granted
Eligibility Service and Vesting Service under the Plan for service with
Duff-Norton Company, Inc. and its affiliates prior to January 3, 1997.
<PAGE>
Columbus McKinnon Corporation Employee Stock Ownership Plan
Page 9 of Amendment No. 7 of 1989 Restatement
4. Automatic Systems, Inc. (April 1, 1999)
Columbus McKinnon Corporation acquired LICO, Inc. and its subsidiaries,
including Automatic Systems, Inc., on March 31, 1998. Persons employed
as nonunion Employees by Automatic Systems, Inc. on September 1, 1999,
who meet the age and service requirements under the Plan and satisfy
the definition of "Eligible Employee" on or after April 1, 1999 are
eligible to enter the Plan on or after April 1, 1999 in accordance with
Section 2.1 of the Plan.
Employees of Automatic Systems, Inc. who may be Eligible Employees
include all nonunion Employees. Such Employees are granted Eligibility
Service and Vesting Service under the Plan for service with Automatic
Systems, Inc. and its affiliates prior to March 31, 1998.
5. Washington Equipment Company (January 1, 2000)
Columbus McKinnon Corporation acquired Washington Equipment Company on
April 29, 1999. Persons employed as nonunion employees by Washington
Equipment Company on January 1, 2000, who meet the age and service
requirements under the Plan and satisfy the definition of "Eligible
Employee" shall be eligible to enter the Plan on or after January 1,
2000 in accordance with Section 2.1 of the Plan.
Employees of Washington Equipment Company who may be Eligible Employees
include all nonunion Employees. Such Employees are granted Eligibility
Service and Vesting Service under the Plan for service with Washington
Equipment Company and its affiliates prior to April 29, 1999.
5. Gaffey, Inc. (January 1, 2000)
Gaffey, Inc. was a wholly-owned subsidiary of GL International Inc. GL
International Inc. was merged into a subsidiary of Columbus McKinnon
Corporation on March 1, 1999 with the result that Gaffey, Inc. became a
subsidiary of Columbus McKinnon Corporation on that date. Persons
employed as nonunion Employees by Gaffey, Inc. on January 1, 2000, who
meet the age and service requirements under the Plan and satisfy the
definition of "Eligible Employee" are eligible to enter the Plan on or
after January 1, 2000 in accordance with Section 2.1 of the Plan.
<PAGE>
Columbus McKinnon Corporation Employee Stock Ownership Plan
Page 10 of Amendment No. 7 of 1989 Restatement
Employees of Gaffey, Inc. who may be Eligible Employees include all
nonunion Employees. Such Employees are granted Eligibility Service and
Vesting Service under the Plan for service with Gaffey, Inc. and its
affiliates prior to March 1, 1999.
6. Handling Systems and Conveyors, Inc. (January 1, 2000)
Handling Systems and Conveyors, Inc. (HSC) was a wholly-owned
subsidiary of GL International Inc. GL International Inc. was merged
into a subsidiary of Columbus McKinnon Corporation on March 1, 1999
with the result that HSC became a subsidiary of Columbus McKinnon
Corporation on that date. Persons employed as nonunion Employees of HSC
on January 1, 2000, who meet the age and service requirements under the
Plan and satisfy the definition of "Eligible Employee" are eligible to
enter the Plan on or after January 1, 2000 in accordance with Section
2.1 of the Plan.
Employees of this corporation who may be Eligible Employees include all
nonunion employees. Such employees are granted Eligibility Service and
Vesting Service under the Plan for service with HSC and its affiliates
prior to March 1, 1999.
IN WITNESS WHEREOF, this instrument of amendment has been
executed by a duly authorized officer of the Corporation this 30th day of April
2000.
COLUMBUS McKINNON CORPORATION
ATTEST: /s/ Lois H. Demler By: /s/ R.L. Montgomery
------------------ -------------------
Title: Executive Vice President
------------------------
