THIRD AMENDMENT TO THE
MORRISON RETIREMENT PLAN
(FORMERLY THE RUBY TUESDAY, INC. RETIREMENT PLAN)
THIS THIRD AMENDMENT is made on this ____ day of July, 2000, by RUBY
TUESDAY, INC., a corporation duly organized and existing under the laws of the
State of Georgia (the "Primary Sponsor").
W I T N E S S E T H:
WHEREAS, the Primary Sponsor, as successor in interest to Morrison
Restaurants Inc., maintains the Ruby Tuesday, Inc. Retirement Plan (the "Plan"),
which was last amended and restated by an indenture dated October 21, 1994 and
was last amended on March 6, 1996; and
WHEREAS, the Primary Sponsor desires to amend the Plan primarily to
reflect the requirements of the Retirement Protection Act of 1994, the Small
Business Job Protection Act of 1996 and the Taxpayer Relief Act of 1997;
NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan,
effective as of July 1, 1997, except as otherwise provided herein, as follows:
1. By deleting the current Section 1.36A and replacing it with the
following:
"1.36A `Plan' means the Morrison Retirement Plan."
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2. By deleting Section 1.2(b), effective July 1, 2000, and by substituting
therefor the following new Section 1.2(b):
"(b) for purposes of calculating the present value of, and
distributing a Participant's Accrued Benefit in the form of, a lump
sum, the Actuarial Equivalent shall be determined by using an interest
rate assumption equal to the rate of interest on 30-year Treasury
securities for the last full month immediately preceding the first day
of the Plan Year in which the date of distribution is to occur, as
specified by the Commissioner of the Internal Revenue Service for that
month, and by using the mortality table in effect as of the applicable
determination date as prescribed by the Secretary of the Treasury
pursuant to Code Section 417(e)(3)(A)(ii)(I)."
3. By adding, effective July 1, 1995, the following new Section 1.2(d):
"(d) For purposes of adjusting any benefit or limitation, as
applicable, under Code Section 415(b)(2)(B) or (C) (other than
adjusting any form of benefit subject to Code Section 417(e)(3)), the
Actuarial Equivalent shall be determined by using an interest rate
assumption equal to the greater of five percent (5%) or the interest
rate assumptions set forth in Appendix C; for purposes of adjusting any
limitation under Code Section 415(b)(2)(D), the Actuarial Equivalent
shall be determined by using an interest rate equal to five percent
(5%) per annum; for purposes of adjusting any benefit under Code
Section 415(b)(2)(B) that is subject to Code Section 417(e)(3), the
Actuarial Equivalent shall be determined by using an interest rate
assumption equal to the greater of the interest rate assumptions set
forth in Appendix C or the rate of interest on 30-year Treasury
securities for the last full month immediately preceding the first day
of the Plan Year in which the date of distribution is to occur, as
specified by the Commissioner of the Internal Revenue Service for that
month; and for purposes of adjusting any benefit or limitation on
benefits under Appendix A, the Actuarial Equivalent shall be determined
by using the mortality table in effect as of the applicable
determination date as prescribed by the Secretary of the Treasury
pursuant to Code Section 415(b)(2)(E)(v)."
4. By deleting existing Section 1.6(a) in its entirety and by holding such
Subsection in reserve and by deleting, effective July 1, 1998, the first clause
of Section 1.6(b).
5. By deleting, effective January 1, 1999, the word "and" from the final clause
of Section 1.23, by deleting the final period in Section 1.23 and by adding the
following:
"; and any distribution of amounts described in Treasury Regulations
Section 1.401(k)-1(d)(2)(ii)."
6. By adding a new Section 1.28(k) as follows:
"(k) Effective December 12, 1994, Hours of Service will be
credited with respect to qualified military service in accordance with
Code Section 414(u) and applicable Treasury regulations promulgated
thereunder."
7. By deleting, effective October 1, 1999, existing Section 1.32(d) and by
substituting therefor the following:
"(d) Notwithstanding anything contained in this
Section, if the Actuarial Equivalent of the Participant's vested Accrued
Benefit, expressed as a lump sum payment, is $5,000 or less, a lump sum payment
in cash."
8. By substituting, effective October 1, 1999, the dollar figure "$5,000"
in lieu of the dollar figure "$3,500" where it appears in Section 6.2(a)."
9. By deleting the first sentence of existing Section 6.2(e) and by
substituting therefor the following:
"(e) In the case of a Normal Fund Payment described
in subsection (a) or (b) of Plan Section 1.32, the written explanation shall be
provided to the Participant not more than 90 days prior to the first date on
which he is entitled to payment and not less than 30 days prior to such date,
provided that if:
(1) the Plan Administrator clearly informs the
Participant that the Participant has a right to a period of at least 30
days after receiving the notice to consider the decision of whether or
not to elect a distribution and a particular distribution option; and
(2) the Participant and, if spousal consent is
otherwise required by the provisions of this Plan, the spouse
of the Participant, after receiving the notice, affirmatively
waive the 30-day period;
then the distribution may be made as soon as practicable but no sooner
than the eighth day after the explanation is provided to the
Participant."
10. By deleting, effective October 1, 1999, existing Section 6.3(b) in its
entirety and by substituting therefor the following:
"(b) if the Actuarial Equivalent of a Participant's vested
Accrued Benefit exceeds $5,000, it shall not be distributed prior to
the Participant's Normal Retirement Age without the written consent of
the Participant and, if the Participant is married, his spouse (or if
the Participant is deceased, his surviving spouse)."
11. By deleting, effective January 1, 2001, existing Section 6.6(c) in
its entirety and by substituting therefor the following:
"(c) For purposes of this Section, the term `required
beginning date' means April 1 of the calendar year following the later
of the calendar year in which the Participant attains age 70 1/2 or the
calendar year in which the Participant retires, except that, in the
case of a person described in Section 1(9.2)(3) of Appendix B, the term
`required beginning date' shall be April 1 of the calendar year
following the calendar year in which the Participant attains age 70
1/2. Notwithstanding the foregoing, with respect to a Participant who
attains age 70 1/2 prior to January 1, 2001, the Participant (other
than a Participant described in Section 1(9.2)(3) of Appendix B) may
elect to receive future distributions in accordance with this
Subsection (c) as in effect prior to January 1, 2001, unless the
Participant elects to defer future distributions in accordance with the
foregoing provisions of this Subsection (c)."
12. By deleting the last sentence of the first paragraph of Section 6.9 in
its entirety and by substituting therefor the following:
"An Eligible Rollover Distribution to which Code Sections
401(a)(11) and 417 do not apply may commence as soon as practicable but no
sooner than the eighth day after the notice required by Treasury Regulations
Section 1.411(a)-11(c) is given, provided that:
(a) the Plan Administrator clearly informs the
Distributee that the Distributee has a right to a period of at least 30
days after receiving the notice to consider the decision of whether or
not to elect a distribution and a particular distribution option; and
(b) the Distributee and, if spousal consent is
otherwise required by the provisions of this Plan, the spouse
of the Distributee, after receiving the notice, affirmatively
waive the 30-day period."
13. By deleting, effective October 1, 1999, the existing third sentence of the
second paragraph of Section 7.2 in its entirety and by substituting therefor the
following:
"Notwithstanding the foregoing, if the present value Actuarial
Equivalent of a Participant's vested Accrued Benefit is $5,000 or less,
payment shall be made with a reasonable period of time after the end of
the Plan Year in which the Participant's termination of employment
occurs."
14. By deleting, effective July 1, 1995, the last sentence of Section 2 of
Appendix A and replacing it with the following:
"If retirement payments to a Participant commence before the
Participant attains age 62, the limitation under Section 1(a)(1) of
this Appendix A shall be reduced so that it is the Actuarial Equivalent
of the adjusted $90,000 limit at age 62."
15. By deleting, effective July 1, 1995, existing Section 3 of Appendix A
in its entirety and replacing it with the following:
"If the retirement payments to a Participant commence after
the Participant's Social Security Retirement Age, the limitation under
Section 1(a)(1) of this Appendix A shall be adjusted so that it is the
Actuarial Equivalent of a benefit of $90,000 beginning at Social
Security Retirement Age, multiplied by the cost-of-living adjustment
factor prescribed by the Secretary of the Treasury under Code Section
415(b)."
16. By deleting, effective July 1, 2000, existing Section 4 of Appendix A in its
entirety and by holding such Section in reserve.
Except as specifically provided herein, the Plan shall remain in full
force and effect as prior to this Third Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be executed as the day and year first above written.
RUBY TUESDAY, INC.
By:
Title:
ATTEST:
By:
Title:
[CORPORATE SEAL]
