Exhibit 10.18.1
First Amendment to
Philipp Brothers Chemicals, Inc.
Retirement Income and
Deferred Compensation Plan
Section 3.03 of the Philipp Brothers Chemicals, Inc. Retirement
Income and Deferred Compensation Plan is replaced in its entirety by the
following:
Section 3.03
"Survivor's Income Benefit." If a Participant shall die during his employment
prior to having begun to receive any Retirement Income Benefits hereunder, his
Beneficiary shall be entitled to receive, in said Beneficiary's discretion, a
monthly death benefit in an amount equal to the greater of (i) the then value of
said Participant's Retirement Income Benefit (hereinafter "Survivor's Retirement
Benefit"), or (ii) an amount determined under Section 3.03.1 or Section 3.03.2,
as the case may be. Notwithstanding anything to the contrary contained herein,
the Survivor's Income Benefit under this Section 3.03 shall in no event be
greater than $1,500,000.
Section 3.03.1. If said Participant died prior to attaining the age of
forty (40) years, an amount equal to three (3) times the Participant's Annual
Compensation at the time of death (annualized) but, for the sole purpose of
calculations under this Section 3.03.1, in no event shall the Participant's
Annual Compensation be considered to be more than $500,000.
Section 3.03.2. If said Participant died after attaining the age of forty
(40) years, an amount equal to two (2) times the Participant's Annual
Compensation at the time of death (annualized) but, for the sole purpose of
calculations under this Section 3.03.2, in no event shall the Participant's
Annual Compensation be considered to be more than $750,000.
Section 3.03.3. The benefit determined under Section 3.03.1 or Section
3.03.2, as the case may be, is hereinafter referred to as the "Annualized
Benefit".
The foregoing amendment shall be effective for the calendar year
commencing January 1, 1999.
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Second Amendment to
Philipp Brothers Chemicals, Inc.
Retirement Income and
Deferred Compensation Plan
Article VII of the Philipp Brothers Chemicals, Inc. Retirement
Income and Deferred Compensation Plan is amended to include the following
additional section:
Section 7.02
A Participant may elect, at any time up to thirty (30) days prior to attaining
his Normal Retirement Date or Early Retirement Date, to defer the distribution
of his Deferred Compensation Account, whether in a lump sum or in monthly
installments, for a maximum period of five (5) years following the date of
termination of his service with the Company. If a Participant's service with the
company terminates prior to his attaining his Early Retirement Date as a result
of what the Committee deems in its sole discretion to be a company-wide
reduction in force, then such Participant shall similarly be eligible to defer
the distribution of his Deferred Compensation Account for a maximum period of
five (5) years following the date of termination of his service with the
Company.
If the Participant elects to defer the distribution of his Deferred Compensation
Account under this Section 7.02 and have it distributed subsequent to the date
of termination of his service with the Company, no such additional interest as
specified in Section 6.03 shall be credited during the deferral period.
The foregoing amendment shall be effective for the calendar year
commencing January 1, 1999.
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Third Amendment to
Philipp Brothers Chemicals, Inc.
Retirement Income and
Deferred Compensation Plan
1. Section 2.01 of the Philipp Brothers Chemicals, Inc. Retirement Income
and Deferred Compensation Plan (the "Plan") is replaced in its entirely by the
following:
Section 2.01
During the first Plan Year, each Participant shall notify Company within thirty
(30) days of the Effective Date, on a form provided by Company, of the portion,
if any, of said Participants' Base Salary Amount in excess of $150,000 payable
to said Participant for the period in 1994 subsequent to the date of such
election, that said Participant elects to defer (the "1994 Deferral Amount").
Thereafter, on or before the fifteenth (15th) day of the month preceding the
first month of each twelve (12) month period commencing January 1, 1995 during
his employment, each Participant shall notify Company, on a form provided by
Company, of the portion, if any, of said Participant's Base Salary Amount in
excess of $150,000 payable to said Participant in the next calendar year that
said Participant elects to defer (hereinafter "Annual Deferral"). The election,
once made, shall be irrevocable. However, a Participant who has received a
Hardship Distribution of an amount greater than fifty percent (50%) of his
Deferred Compensation Account at the time of such withdrawal as provided for in
Section 8.01, shall not be eligible to elect an Annual Deferral until after the
close of the calendar year following the date of such Hardship Distribution.
2. Section 8.01 of the Plan is replaced in its entirety by the following:
Section 8.01
In the event a Participant has an unexpected need for cash arising from an
illness, casualty loss, sudden financial reversal or other unforseen occurrence
which constitutes an unforeseeable emergency in the affairs of the Participant
creating a hardship upon him, he may apply to the Committee for permission to
withdraw up to the entire amount in his Deferred Compensation Account. Upon
receipt of such request, the Committee will promptly act upon such request and
will determine, in its sole discretion, whether to approve the distribution of
the requested amount, or any portion thereof. The requested amount, to the
extent it is approved by the Committee, will be distributed to said Participant
within thirty (30) days of said approval.
3. The foregoing amendments shall be effective for the calendar year
commencing January 1, 1999.
