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EXHIBIT 99.3
SECOND AMENDMENT
TO THE
COMDIAL CORPORATION
401(k) PLAN
SECOND AMENDMENT to the Comdial Corporation 401(k) Plan, by Comdial
Corporation (the "Employer").
The Employer maintains the Comdial 401(k) Plan, originally effective as
of January 1, 1989, amended and restated effective as of January 1, 1997 (the
"Plan").
The Employer has the power to amend the Plan and now wishes to do so.
NOW, THEREFORE, the Plan is amended as follows:
I. Effective December 1, 1998, the second paragraph of the
Background Section of the Plan is amended by deleting the last sentence and
replacing it with the following:
Effective December 1, 1998, T. Rowe Price Trust Company has
agreed to serve as Trustee of the Plan.
II. Effective December 1, 1998, Section 1.2 is amended in its
entirety to read as follows:
Adjustment Date: Each December 31 and such other dates as
determined by the Plan Administrator.
III. Effective January 1, 1997, Section 1.17(a)(ii) is amended in
its entirety to read as follows:
(ii) Received Section 415 Compensation from the Employer and
Related Companies in excess of $80,000 during the preceding
Plan Year and, to the extent elected by the Employer pursuant
to applicable treasury regulations, was in the top 20% of
Employees, when ranked on the basis of Section 415
Compensation paid during the preceding Plan Year.
IV. Effective January 1, 1997, Section 1.17(b) is amended in its
entirety to read as follows:
(b) For purposes of determining the number of Employees in the
top 20% of Employees described in subsection (a)(ii), the
following Employees shall be excluded:
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V. Effective December 12, 1994, Section 1.18(f) is amended in
its entirety to read as follows:
(f) Notwithstanding any provisions of this Plan to the
contrary, contributions, benefits and service credit with
respect to qualified military service will be provided in
accordance with the Uniformed Services Employment and
Reemployment Rights Act of 1994 ("USERRA") and the special
rules relating to veterans' reemployment rights under USERRA
pursuant to Code section 414(u).
VI. Effective January 1, 1998, Section 1.31 is amended in its
entirety to read as follows:
1.31 Section 415 Compensation: An Employee's total annual
compensation received from an Employer and Related Companies
during a Plan Year, as defined in the Treasury Regulations
issued under Code section 415. "Section 415 Compensation"
includes an Employee's wages, salaries, fees for professional
services and other amounts received for personal services
actually rendered in the course of employment with an Employer
and Related Companies (including, but not limited to,
commissions paid to salesmen, compensation for services on the
basis of percentage of profits, commissions on insurance
premiums, tips and bonuses). "Section 415 Compensation" shall
include any elective deferral (as defined in Code section
402(g)(3)) and any amount contributed or deferred at the
election of the Employee that is not includible in the gross
income of the Employee by reason of Code section 125. "Section
415 Compensation" does not include:
(i) Contributions made by an Employer or a Related
Company (other than Salary Reduction Contributions) to a plan
of deferred compensation to the extent that the contributions
are not includible in the Employee's gross income for the
taxable year in which they are contributed.
(ii) Amounts received from the exercise of a
non-qualified stock option or from restricted property.
(iii) Amounts realized from the sale, exchange or
other disposition of stock acquired under a statutory stock
option.
(iv) Other amounts that receive special tax benefits,
such as premiums for group term life insurance (but only to
the extent that the premiums are not includible in the gross
income of the Employee).
VII. Section 3.2 is amended by deleting the last two sentences and
replacing them with the following:
A Participant may elect to defer from 1% to 17% (in whole
percentages) of his "Salary Reduction Compensation" during a
Plan Year for purposes of making Salary Reduction
Contributions. For purposes of this Section 3.2, "Salary
Reduction Compensation" shall mean Compensation, as defined in
Section 1.8, reduced by any bonus paid to the Participant
under the Comdial Cost Reduction Program or any replacement
for such program.
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VIII. Effective January 1, 1995, Section 4.4(a) is amended in its
entirety to read as follows:
(a) Notwithstanding any other provisions of the plan,
contributions and other additions with respect to a
Participant exceed the limitation of Code section 415(c) if,
when expressed as an Annual Addition (within the meaning of
Code section 415(c)(2)) to the Participant's Account, such
Annual Addition is greater than the lesser of: (i) $30,000; or
(ii) 25% of the Participant's 415 Compensation.
IX. Effective January 1, 1997, Section 4.8(g) is amended in its
entirety to read as follows:
(g) The leveling method of reducing an Employee's Excess
Contributions and an Employee's Aggregate Contributions means
the method of reducing the Excess Contributions and Excess
Aggregate Contributions of Highly Compensated Employees as
described in Code section 401(k)(8)(C) and 401(m)(6)(C),
respectively, and the Treasury Regulations and guidance
promulgated thereunder.
X. Section 5.1(a) is amended in its entirety to read as follows:
(a) Effective January 1, 1999, subject to subsections (b) and
(c) below, for Participants who have at least one Hour of
Service on or after January 1, 1999, a Participant shall
become vested in his Employer Contributions Account according
to the following schedule:
Years of Service Vested Percentage
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Less than 1 Year 0%
1 Year 20%
2 Years 40%
3 Years 60%
4 Years 80%
5 Years or more 100%
Participants who do not perform an Hour of Service on or after
January 1, 1999 shall become vested according to the vesting
schedule in effect on December 31, 1998.
XI. Effective January 1, 1997, Section 6.6(c) is amended in its
entirety to read as follows:
(c) Notwithstanding any provision in the Plan to the contrary,
the vested Account of a 5% Owner must begin to be distributed
by the April 1 following the calendar year in which the
Participant attains age 70 1/2. In all other cases, a
Participant's Account must begin to be distributed by no later
than the April 1 following the later of the calendar year in
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which the Participant (i) retires, or (ii) attains age 70 1/2.
A Participant who has attained age 70 1/2 before January 1,
1997 shall continue to receive minimum distributions under the
provisions of Code section 401(a)(9) as in effect before
January 1, 1997 unless the Participant elects to defer
distribution of his Account until no later than April 1
following the calendar year in which the Participant retires.
The provisions of this Section 6.6 shall be administered in
accordance with applicable Treasury Regulations and Internal
Revenue Service rulings and other releases. Distributions
under this section shall be made under uniform procedures
established by the Administrator. These rules apply
notwithstanding any other provision in the Plan to the
contrary.
XII. Section 6.8(f) is deleted in its entirety.
XIII. Section 6.9(a) is amended in its entirety to read as follows:
(a) A Participant may make a withdrawal from the vested
portion of his Employer Contribution Account and Prior Plan
Employee Contribution Account as of any Adjustment Date.
Notwithstanding the preceding sentence, unless a Participant
is making a withdrawal on account of a financial hardship as
described in Section 6.8(b), no withdrawal may be made from
contributions that were made to his Employer Contribution
Account: (i) during the Plan Year in which the withdrawal
request was made, or (ii) during the preceding two Plan Years.
XIV. Section 6.9(b) is amended in its entirety to read as follows:
(b) In addition to withdrawals under Section 6.8 and 6.9(a), a
Participant who has attained age 59 1/2 may make an election
to withdraw any portion of his vested Account balance in all
of his Accounts. The election must be made in writing, on the
form provided by the Plan Administrator and delivered to the
Plan Administrator. The distribution shall be made as soon as
administratively practicable after receipt of the withdrawal
request.
XV. Section 6.13(b)(i) is amended by adding the following new
sentence at the end thereof:
Effective January 1, 1999, hardship withdrawals under Section
6.8(b) are not an eligible rollover distribution.
XVI. Section 6.13(c) is amended in its entirety to read as follows:
Rollovers will be made under uniform procedures established by
the Plan Administrator.
XVII. Section 14.1(a) is amended in its entirety to read as follows:
(a) The Trustee may receive, with the consent of the Plan
Administrator, the transfer of assets previously held under a
qualified plan for the benefit of a person who is a
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Participant in this Plan. The assets may be received directly
from the trustee of a qualified plan, or they may be received
as a rollover contribution from a qualified plan or from an
individual retirement account. Any plan from which assets are
received must be a plan qualified under Code Section 401 at
the time of the transfer, and any rollover individual
retirement account must be an individual retirement account
within the meaning of Code Section 408 at the time of the
rollover.
XVIII. Unless otherwise provided, this Amendment shall be effective
January 1, 1999.
XIX. In all respects not amended, the Plan is hereby ratified and
confirmed
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To record the adoption of the Amendment set forth above, the Employer
has caused this document to be signed on this 29th day of November, 1998
COMDIAL CORPORATION
By: /s/ Christian L. Becken
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