<PAGE> 1
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of Report (Date of earliest event reported):
January 25, 1994
Commission File No.: 0-14685
GENICOM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 51 - 0271821
(State or other (I.R.S.
jurisdiction of Employer
incorporation or Identificat
organization) ion No.)
14800 Conference Center
Drive
Suite 400, Westfields 22021-3806
Chantilly, Virginia (Zip Code)
(Address of principal
executive offices)
Registrant's telephone number, including area code:
(703) 802- 9200
1
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<TABLE>
GENICOM Corporation and Subsidiaries
Form 8-K Index
<S> <C> <C>
Item 5. Other Events
On November 1, 1993, the registrant amended
its Deferred Compensation and Savings Plan.
A copy of the amendment to the plan is filed
herewith as Exhibit 10.1.
On January 20, 1994, the registrant amended
its Deferred Compensation and Savings Plan.
A copy of the amendment to the plan is filed
herewith as Exhibit 10.2.
Item 7. Financial Statements and Exhibits
(c) Exhibits
10.1 First Amendment to the Deferred
Compensation and Savings Plan, dated as of
November 1, 1993.
10.2 Second Amendment to the Deferred
Compensation and Savings Plan, dated as of
January 20, 1994.
Signatures 3
</TABLE>
2
<PAGE >3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
GENICOM Corporation
-------------------
Registrant
Date: March 30, 1995
James C. Gale
Signature
--------------------
James C. Gale
Senior Vice
President Finance
and Chief Financial
Officer
(Mr. Gale is the
Chief Financial
Officer and has been
duly authorized to
sign on behalf of
the Registrant)
3
<PAGE> 4
<TABLE>
GENICOM Corporation and Subsidiaries
INDEX TO EXHIBITS TO FORM 8-K
January 25, 1994
<CAPTION>
Exhibit
Number Description Page
-------------- ------------------------------- ----------
<S> <C> <C>
10.1 First Amendment to the Deferred E-1-E-27
Compensation and Savings Plan,
dated as of November 1, 1993
10.2 Second Amendment to the E-28-E-29
Deferred Compensation and
Savings Plan, dated as of
January 20, 1994
</TABLE>
4
EXHIBIT 10.1
FIRST AMENDMENT TO
THE GENICOM CORPORATION
DEFERRED COMPENSATION AND SAVINGS PLAN
FIRST AMENDMENT, dated as of November 1, 1993, to the Genicom
Corporation Deferred Compensation and Savings Plan, by Genicom Corporation
(the "Company"). The Company maintains the Genicom Corporation Deferred
Compensation and Savings Plan, as amended and restated effective as of January
2, 1989 (the "Plan"). The Company has the power to amend the Plan and now
wishes to do so. NOW, THEREFORE, the Plan is amended as follows, effective
January 2, 1989, unless otherwise provided.
I. Effective July 1, 1994, the cover page of the Plan and the caption at
the top of the Background section of the Plan are amended by deleting "GENICOM
CORPORATION DEFERRED COMPENSATION AND SAVINGS PLAN" and substituting in its
place "GENICOM CORPORATION RETIREMENT SAVINGS PLAN."
II. Effective July 1, 1994, the Background section of the Plan is amended
by adding the following sentence to the end of the second paragraph:
Effective July 1, 1994, the Company changed the name of the Plan to the
Genicom Corporation Retirement Savings Plan.
III. Effective as of January 3, 1994, the third sentence of Section 1.10(a)
is amended to read as follows: "Compensation" shall not include other
deferred compensation in connection with this Plan or any other plan of
deferred compensation maintained by an Employer, and it shall not include
reimbursements or other expense allowances, fringe benefits (cash and non-
cash), moving expenses or welfare benefits.
IV. Effective as of January 3, 1994, the first sentence of Section 1.10(c)
is amended to read as follows, and the second sentence (in parentheses) is
deleted: (c) The amount of a Participant's annual Compensation
taken into account under the Plan may not exceed $150,000, or an adjusted
amount determined pursuant to Code sections 401(a)(17) and 415(d).
V. Section 1.13 is amended in its entirety to read as follows:
1.13 Eligible Employee: Any person employed by an Employer who
is paid on a salaried basis, and who has a normal work schedule with the
Employer of not less than 30 Hours of Service per week.
VI. Section 1.19 is amended by the addition of new subsection (g) to read as
follows: (g) For purposes of this Section 1.19, Section 415
Compensation shall include the Employee's Salary Reduction Contributions,
elective contributions under a cafeteria plan, and elective contributions
under other arrangements permitted to be included under Code section 414(s).
VII. Section 1.27 is amended by deleting the second sentence and replacing it
with the following two sentences: The Committee shall determine whether a
Participant has incurred a Permanent Disability. Where applicable, this
determination shall be consistent with the insurer's finding under the
Company's long-term disability plan; otherwise, the determination shall be
made on the basis of objective medical evidence included in the report of a
physician acceptable to the Committee.
VIII. Effective July 1, 1994, Section 1.28 is amended in its entirety to read
as follows: 1.28 Plan: The "Genicom Corporation Retirement
Savings Plan", as set forth herein and as amended from time to time.
IX. Effective July 1, 1994, Section 1.30 is amended in its entirety to read
as follows: 1.30 Prior Plan: The Genicom Corporation Retirement
Savings Plan (formerly, the Genicom Corporation Deferred Compensation and
Savings Plan), as in effect before January 2, 1989.
X. Effective January 3, 1994, Section 1.32 is amended by the addition of
two sentences to the end to read as follows: For purposes of determining
the Top Heavy allocation, the amount of a Participant's Section 415
Compensation that may be taken into account each year shall be limited to
$150,000, or an adjusted amount determined pursuant to Code sections
401(a)(17) and 415(d). For purposes of Section 1.19, Section 415 Compensation
includes Salary Reduction Contributions, elective contributions, elective
contributions under a cafeteria plan, and elective contributions under other
arrangements required to be included under Code section 414(q).
XI. Section 1.33 is amended by revising the first sentence to read as
follows: 1.33 Top Heavy: A plan is Top Heavy if it is one of one or
more plans maintained by the Company that are qualified under Code section
401(a) and under which the sum of the present values of accrued benefits of
key employees under defined benefit plans and the account balances of key
employees under defined contribution plans exceeds 60% of the sum of the
present values of accrued benefits and account balances of all employees,
former employees (except former employees who performed no services for the
Company for the five-year period ending on the Determination Date), and
beneficiaries in the plan.
Section 1.33 is also amended by the addition of a new sentence to the end to
read as follows: For purposes of the preceding sentence, a plan includes a
terminated plan which was maintained by the Company within the last five years
ending on the Determination Date and which would otherwise be required to be
aggregated with this Plan.
XII. Effective January 1, 1991, Section 1.35 is amended in its entirety to
read as follows: 1.35 Trustee: Fidelity Management Trust Company, and
any successor trustee appointed by the Company and accepting the Trust.
The Background Section of the Plan is also amended to reflect the Trustee's
change in name. XIII. Sections 1.36 and 3.4, and all references throughout
the Plan, are amended by deleting references to "Voluntary Employee
Contributions" and replacing them with "Voluntary Employee After-Tax
Contributions". XIV. Effective January 3, 1994, Section 3.3(a) is amended
by deleting "(i) made by a Participant before the payroll period in which
falls the first anniversary of the date of his employment, and (ii)". XV.
Effective January 3, 1994, Section 3.3(a) also is amended by deleting the
reference to "$3,000" and replacing it with "$6,000". XVI. Effective January
3, 1994, Section 3.3(b) is amended by deleting "$6,000" everywhere it appears
in such Section and replacing it with "$9,000". XVII. Section 3.8(a) is
amended in its entirety to read as follows:
(a) Salary Reduction Contributions shall be paid to the Trustee
on a regular basis determined by the Committee and consistent with applicable
law, provided that all Salary Reduction Contributions for a Plan Year must be
paid to the Trustee no later than 90 days after such funds would have been
paid to the Participant had there been no election to have the funds
contributed to the Plan.
XVIII. Section 3.9 is amended in its entirety to read as follows:
3.9 Non-Reversion: It shall be impossible, at any time before
satisfaction of all liabilities with respect to Participants and their
Beneficiaries, for any part of the principal or income of the Trust Fund to be
used for, or diverted to, purposes other than for the exclusive benefit of
such Participants and their Beneficiaries. However, the Employer's
contribution under the Plan for any Plan Year shall be conditioned upon (i)
the Plan initially being a qualified plan under Code section 401(a) for such
Plan Year, and (ii) the contribution being deductible under Code section 404.
If, after the Employer's contribution has been made, it is determined that a
condition described in (i) or (ii) was not satisfied with respect to such
contribution, or that all or a portion of such contribution was made under a
mistake of fact, the Trustee shall refund to the Employer, within one year of
the date the contribution is remitted to the Trustee, if such contribution is
made by reason of a mistake of fact, or within one year of the denial of
qualification or disallowance of the deduction, the amount of the contribution
that was affected by the mistake of fact, or by a condition described in (i)
or (ii) not being satisfied, subject to the following rules:
(a) The Trustee shall be under no obligation to make such
refund unless a written direction to make the refund, signed by an authorized
representative of the Employer, is submitted to the Trustee.
(b) Earnings attributable to the refundable amount shall
not be refunded, but the refundable amount shall be reduced by a proportionate
share of any losses of the Trust from the date of crediting by the Trustee to
the date of segregation.
(c) The Trustee shall be under no obligation to verify
that the refund is allowable or timely and shall be entitled to rely on the
Employer's written direction to act.
XIX. Sections 4.5(d)(ii) and (e) are amended in their entirety to read as
follows: (ii) The minimum allocation described in Section 4.2(e)(x)
is increased to the amount required by Code section 416(h).
(e) If an Employee is a Participant in both a defined benefit
plan maintained by the Employer and this Plan (both of which are Top Heavy),
the reference in Section 4.2(e)(x) to "3%" shall be changed to "5%" and the
reference in Section 4.5(d)(ii) shall be adjusted as required by Treasury
Regulations section 1.416-l.
XX. Section 4.5 is also amended by the addition of new subsection (f) to
read as follows: (f) "Annual additions" means the following
allocations to a Participant's account in a defined contribution plan: (i)
salary deferral contributions, (ii) employer contributions, (iii) forfeitures,
and (iv) 100% of the participant's voluntary contributions, if any.
XXI. Sections 4.6, 4.7, and 4.8 are amended in their entirety to read as
follows: 4.6 Anti-Discrimination Test for Salary Reduction
Contributions:
(a) Each Plan Year, the Actual Deferral Percentage of
eligible Highly Compensated Employees shall not exceed the greater of:
(i) The Actual Deferral Percentage of all other
eligible Employees multiplied by 1.25; or
(ii) The lesser of the Actual Deferral Percentage of
all other eligible Employees multiplied by 2, or the Actual Deferral
Percentage of all other eligible Employees plus 2 percentage points.
(b) The Actual Deferral Percentage for a group of
Employees is the average of the ratios, calculated separately for each
Employee in the group, of the amount of Salary Reduction Contributions that
are credited under the Plan on behalf of each Employee for the Plan Year, to
the Employee's Compensation for the Plan Year. In order for Salary Reduction
Contributions to be included in the Actual Deferral Percentage for the Plan
Year, such contributions must be attributable to compensation that otherwise
would have been paid to the Participant during the Plan Year, must be
allocated to the Participant's Accounts during the Plan Year, and must be paid
to the Trust within 12 months following the close of the Plan Year.
(c) Notwithstanding the foregoing provisions of the Plan,
the Plan shall meet the anti-discrimination test of Code section 401(k),
described in subsection (a) and applicable regulations, for each Plan Year.
In order to meet the anti-discrimination test, any or all of the following
steps may be taken:
(i) At any time during the Plan Year, the Committee
may limit the amount of Salary Reduction Contributions that may be made on
behalf of Highly Compensated Employees.
(ii) The Committee may reduce the Salary Reduction
Contributions made for the Plan Year to the extent necessary to meet the
requirements of Code section 401(k), in the manner described in Section 4.8.
(iii) The Committee may recommend that the Employer
make an additional Employer contribution to the Plan for the benefit of
Participants who are not Highly Compensated Employees. This additional
contribution may be allocated based on Participants' Compensation and will be
allocated to the Participants' Salary Reduction Contribution Accounts.
(iv) If the test described in subsection (a) is not
satisfied for a Plan Year, the Committee may use any other test permitted
under Code section 401(k) to determine whether the Plan meets the anti-
discrimination requirements of Code section 401(k). The limitations of
Section 4.6(a)(ii) shall be used only to the extent permitted by applicable
Treasury Regulations.
(v) The Committee may take any other steps that the
Committee deems appropriate.
(d) If the Employer maintains more than one plan qualified
under Code section 401(a), and if the plans are aggregated for purposes of
satisfying Code section 401(a)(4) or 410(b)(1)(A) or (B), all qualified cash
or deferred arrangements contained in such plans shall be aggregated for
purposes of performing the anti-discrimination test for Salary Reduction
Contributions. If a Highly Compensated Employee participates in more than one
plan of the Employer, all salary reduction contributions made by the Highly
Compensated Employee under all such plans shall be aggregated for purposes of
performing the test outlined in subsection (a).
(e) In the case of a Highly Compensated Employee, the
Actual Deferral Percentage for such Highly Compensated Employee shall be the
greater of (i) the Actual Deferral Percentage determined by combining the
contributions and Compensation of all of the Employee's family members who are
eligible to participate in the Plan and who are Highly Compensated Employees
(without regard to family aggregation), or (ii) the Actual Deferral Percentage
determined by combining the contributions and Compensation of all family
members of the Employee eligible to participate in the Plan.
4.7 Anti-Discrimination Test for Employer Matching Contributions and
Voluntary Employee After-Tax Contributions:
(a) Each Plan Year, the Contribution Percentage of eligible
Highly Compensated Employees shall not exceed the greater of:
(i) The Contribution Percentage of all other eligible
Employees multiplied by 1.25; or
(ii) The lesser of the Contribution Percentage of all other
eligible Employees multiplied by 2, or the Contribution Percentage of all
other eligible Employees plus 2 percentage points.
(b) The Contribution Percentage for a group of Employees is the
average of the ratios, calculated separately for each Employee in the group,
of the amount of Employer Matching Contributions and Voluntary Employee After-
Tax Contributions that are credited under the Plan on behalf of each Employee
for the Plan Year, to the Employee's Compensation for the Plan Year. The
Committee may include Salary Reduction Contributions in determining the
Contribution Percentage, if the Committee deems it appropriate. In order for
contributions to be included in the Contribution Percentage for a particular
Plan Year, Employer Matching Contributions must be made on account of Salary
Reduction Contributions made during the Plan Year, must be allocated to the
accounts of Participants during the Plan Year, and must be paid to the Trust
within 12 months following the close of the Plan Year.
(c) Notwithstanding the foregoing provisions of the Plan, the
Plan shall meet the anti-discrimination test of Code section 401(m), described
in subsection (a) and applicable regulations, for each Plan Year. In order to
meet the anti-discrimination test, any or all of the following steps may be
taken:
(i) At any time during the Plan Year, the Committee may
limit the amount of Employer Matching Contributions or Voluntary Employee
After-Tax Contributions that may be made on behalf of Highly Compensated
Employees.
(ii) The Committee may reduce the Employer Matching
Contributions or Voluntary Employee After-Tax Contributions made for the Plan
Year to the extent necessary to meet the requirements of Code section 401(m),
in the manner described in Section 4.8.
(iii) The Committee may recommend that the Employer make an
additional Employer Matching Contribution to the Plan for the benefit of
Participants who are not Highly Compensated Employees. This additional
contribution may be allocated based on Participants' Compensation. In order
for such contribution to be taken into account for purposes of the anti-
discrimination test described in subsection (a), the contribution must satisfy
the conditions described in Treasury Regulations section 1.401(m)-1(b)(5).
(iv) Notwithstanding the foregoing, if the test described
in subsection (a) is not satisfied for a Plan Year, the Committee may use any
other test permitted under Code section 401(m) to determine whether the Plan
meets the anti-discrimination requirements of Code section 401(m). The
limitations of Section 4.7(a)(ii) shall be used only to the extent permitted
by applicable Treasury Regulations.
(v) The Committee may take any other steps that the
Committee deems appropriate.
(d) If the Employer maintains more than one plan qualified under
Code section 401(a), and if the plans are aggregated for purposes of
satisfying Code section 401(a)(4) or 410(b)(1)(A) or (B), all Employer
Matching Contributions and Voluntary Employee After-Tax Contributions made to
such plans will be aggregated for purposes of performing the anti-
discrimination test described in subsection (a). If a Highly Compensated
Employee is eligible to participate in more than one plan maintained by the
Employer, the Employer Matching Contributions and Voluntary Employee After-Tax
Contributions made on behalf of the Highly Compensated Employee under all such
plans will be aggregated for purposes of performing the anti-discrimination
test described in subsection (a).
(e) In the case of a Highly Compensated Employee, the percentage
derived in subsection (b) shall be the greater of (i) the percentage derived
in subsection (b) determined by combining the contributions and Compensation
of all of the Employee's family members who are eligible to participate in the
Plan and who are Highly Compensated Employees (without regard to family
aggregation), or (ii) the percentage derived under subsection (b) determined
by combining the contributions and Compensation of all family members of the
Employee eligible to participate in the Plan.
(f) Notwithstanding any other provision in the Plan, the sum of
the Actual Deferral Percentage and the Contribution Percentage on behalf of
Highly Compensated Employees may not exceed the "aggregate limit" permitted
under the multiple use test, as set forth in Treasury Regulations section
1.401(m)-2(b). If the aggregate limit is exceeded, the Employer Matching
Contributions, Voluntary Employee After-Tax Contributions, and Salary
Reduction Contributions of those Highly Compensated Employees who participate
in the Plan will be reduced, beginning with such Highly Compensated Employees
whose percentage is the highest, so that the limit is not exceeded. The
amount by which each Highly Compensated Employee's Contribution Percentage is
reduced shall be treated as an Excess Contribution under Section 4.8(b). The
Actual Deferral Percentage and the Contribution Percentage of the Highly
Compensated Employees are determined after any correction required to be made
under this subsection (f). Multiple use does not occur if both the Actual
Deferral Percentage and the Contribution Percentage of the Highly Compensated
Employees does not exceed 1.25 multiplied by the Actual Deferral Percentage
and the Contribution Percentage of the non-Highly Compensated Employees.
4.8 Distribution of Excess Contributions:
(a) If a Participant's Salary Reduction Contributions
exceed the $7,000 limitation (as adjusted pursuant to Code section 415(d))
described in Section 3.2(b) for a calendar year, the amount of Salary
Reduction Contributions in excess of the limit and income attributable to
those contributions shall be distributed to the Participant by the April 15
following the close of the calendar year in which the Salary Reduction
Contributions were made.
(b) For purposes of this Section, "Excess Contributions"
means, for a Plan Year, the excess of Salary Reduction Contributions of Highly
Compensated Employees over the maximum amount of such contributions permitted
under the anti-discrimination tests described in Section 4.6. For purposes of
this Section, "Excess Aggregate Contributions" means, for a Plan Year, the
excess of Employer Matching Contributions and Voluntary Employee After-Tax
Contributions of Highly Compensated Employees over the maximum amount of such
contributions permitted under the anti-discrimination tests described in
Section 4.7. Any Excess Contributions and any Excess Aggregate Contributions
and income attributable to those contributions shall be distributed to the
Highly Compensated Employees after the close of the Plan Year (but within
2-1/2 months after the close of the Plan Year) to which the Salary Reduction
Contributions, Employer Matching Contributions and Voluntary Employee After-
Tax Contributions relate. In determining the amount of the distributions
under this Section, the Committee shall use the leveling method described in
subsection (g).
(c) The amount of income attributable to Excess
Contributions or Excess Aggregate Contributions is that portion of the income
on the Participant's Account to which the contributions were allocated for the
Plan Year that bears the same ratio as the amount of Excess Contributions or
Excess Aggregate Contributions for the Plan Year bears to the total balance of
that Account. Such calculations shall be made in accordance with Treasury
Regulations sections 1.401(k)-1(f)(4) and 1.401(m)-1(e)(3).
(d) The distributions required under this Section may be
made without the consent of the Participant or his spouse and may be made
without regard to any Qualified Domestic Relations Order, as described in
Section 7.7.
(e) If the Actual Deferral Percentage of a Highly
Compensated Employee is determined by combining the contributions and
Compensation of only those family members of the Employee who are Highly
Compensated Employees (without regard to family aggregation), then the Actual
Deferral Percentage is reduced in accordance with the leveling method, and the
Excess Contributions for the family unit are allocated among the family
members in proportion to the contributions of each family member whose
contributions have been combined.
(f) If the Actual Deferral Percentage of a Highly
Compensated Employee is determined by combining the contributions and
Compensation of all family members of the Employee, then the Actual Deferral
Percentage is reduced in accordance with the leveling method, but not below
the Actual Deferral Percentage of eligible non-highly compensated family
members. Excess Contributions are determined by taking into account the
contributions of eligible family members who are Highly Compensated Employees
(without regard to family aggregation) and are allocated among such family
members in proportion to their contributions. If further reduction of the
Actual Deferral Percentage is required, Excess Contributions resulting from
this reduction are determined by taking into account the contributions of all
eligible family members and are allocated among such family members in
proportion to their contributions.
(g) The leveling method of reducing an Employee's Excess
Contributions means the method of reducing the Excess Contributions of Highly
Compensated Employees as follows:
Step One. Reduce the Salary Reduction Contributions of the
Highly Compensated Employee with the highest Actual Deferral Percentage until
either (i) the anti-discrimination test is satisfied, or (ii) such Highly
Compensated Employee's Actual Deferral Percentage is equal to the next highest
Actual Deferral Percentage of a Highly Compensated Employee, whichever occurs
first.
Step Two. If necessary, reduce the Salary Reduction
Contributions of both Highly Compensated Employees with the highest Actual
Deferral Percentages (after application of Step One) until either (i) the
anti-discrimination test is satisfied, or (ii) such Highly Compensated
Employees' Actual Deferral Percentages are equal to the next highest Actual
Deferral Percentage of a Highly Compensated Employee, whichever occurs first.
Step Three. Continue the procedure until the anti-
discrimination test is satisfied.
The same method shall apply to reducing an Employee's Excess Aggregate
Contributions.
(h) The amount of Excess Contributions determined under
Section 4.6 shall be reduced by Salary Reduction Contributions exceeding the
$7,000 limitation (as adjusted pursuant to Code section 415(d)) as provided in
Section 3.2(b), which were previously distributed for the taxable year ending
in the same Plan Year.
XXII. Effective January 3, 1994, Sections 5.2(c) and (d) are renumbered (e)
and (f) and new subsections (c) and (d) are added to read as follows:
(c) Notwithstanding the foregoing, and except to the extent that
subsection (e) applies, for Plan Years beginning on or after January 3, 1994,
a Participant shall become vested in his Employer Matching Contributions
Account according to the following schedule:
Years of Service Vested Percentage
Less than 2 years 0%
2 years 40%
3 years 60%
4 years 80%
5 years or more 100%
The vesting schedule described in this subsection (c) shall apply only
to Participants who perform an Hour of Service on or after January 3, 1994;
provided, however, that no Participant's vested interest in his Account
balance may be reduced as a result of the change in vesting.
(d) Notwithstanding the above, if the Plan's vesting schedule is
amended, or the Plan is amended in any way that directly or indirectly affects
the computation of the Participant's non-forfeitable interest or if the Plan
is deemed amended by an automatic change to or from a Top Heavy vesting
schedule, then each Participant with at least three Years of Service with the
Employer may elect to have a non-forfeitable percentage of the Participant's
Account derived from Employer contributions computed under the Plan without
regard to such amendment or change. The election may be made from the date
the amendment is adopted, or deemed to be made until the latest of:
(i) 60 days after the amendment is adopted;
(ii) 60 days after the amendment becomes effective;
(iii) 60 days after the Participant is issued written notice
of the amendment by the Employer or Committee.
XXIII. Section 5.4(c) is amended by revising the first sentence to read
as follows: (c) If the Participant's vested Account balance has
ever exceeded $3,500, the Participant must consent to the distribution before
it may be made.
XXIV. Section 6.5(b) is amended in its entirety to read as follows:
(b) If the Participant's vested Account balance exceeds or has ever
exceeded $3,500 at the time a distribution is to be made before the
Participant's Normal Retirement Date, the distribution will be made only if
the Participant consents to the distribution. The Participant's consent must
be given in writing on a form provided by the Committee. Such form, and a
notice which explains the optional forms of benefit available to the
Participant under the Plan and his right to defer the receipt of his benefits
under subsection (c) will be provided to the Participant no less than 30 days
and no more than 90 days before the Annuity Starting Date. For the purposes
of this subsection, Annuity Starting Date shall mean the date on which the
distribution to the Participant is to commence. Notwithstanding the
foregoing, a distribution may commence less than 30 days after the date on
which the notice described above is given to the Participant, provided that:
(1) The Committee 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, if applicable, a particular distribution option), and
(2) The Participant, after receiving the notice,
affirmatively elects a distribution.
XXV. Section 6.5 is further amended by adding the following new subsections
(f) and (g): (f) If a Participant who becomes entitled to a
distribution under subsection (b) does not consent to the distribution, the
Participant's vested Account balance will be held in the Trust Fund and will
not be distributed until the earlier of (i) the date the Participant consents
to the distribution, (ii) the Participant's Normal Retirement Date, or (iii)
the Participant's death.
(g) If a Participant's vested Account balance has never
exceeded $3,500, the Account will be distributed in a single sum payment
without the Participant's consent.
XXVI. Sections 6.7(b)(i) through (iv) are amended in their entirety and new
subsection (v) is added to read as follows: (i) Expenses incurred
for or necessary to obtain medical care (as described in Code section 213(d))
by the Participant, the Participant's spouse or any dependent of the
Participant (as defined in Code section 152);
(ii) Purchase (excluding mortgage payments) of a principal
residence for the Participant;
(iii) Payment of tuition and related educational fees (excluding
room and board) for the next 12 months of post-secondary education for the
Participant, his spouse or dependents;
(iv) Funds needed to prevent the eviction of the Participant from
his principal residence or foreclosure on the mortgage of the Participant's
principal residence; or
(v) Any additional needs approved by the Internal Revenue
Service.
XXVII. Section 6.7(c)(iii) is amended in its entirety to read as follows:
(iii) The Participant's Salary Reduction Contributions, elective
deferrals and contributions, and employee contributions under all other plans
maintained by the Employer (within the meaning of Treasury Regulations section
1.401(k)-1(d)(2)(iv)(B)(4)) will be suspended for 12 months after receipt of
the withdrawal; and
XXVIII. Section 6.7 is amended by revising the last sentence of subsection
(e), by adding a new sentence to the end of subsection (e), and by adding new
subsection (f) to read as follows: The Committee may not authorize a hardship
withdrawal in excess of the amount deemed necessary to alleviate the hardship,
plus amounts necessary to pay federal, state or local income taxes or
penalties incurred as a result of the distribution. The Participant's Account
may be charged with any expenses necessary to implement the withdrawal.
(f) The Committee may adopt additional policies and procedures
regarding hardship withdrawals, which are incorporated in this Plan by
reference, and which will be available from the Committee.
XXIX. Section 6.9(b) is amended by the addition of the following sentence:
The Committee may not be compelled to select any method that it does not
deem to be in the best interest of the distributee.
XXX. Effective January 1, 1993, Section VI is amended by the addition of new
Section 6.10 to read as follows: 6.10 Eligible Rollover Distributions:
(a) This Section applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a distributee's election under this Section, a
distributee may elect, at the time and in the manner prescribed by the
Committee, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the distributee in a
direct rollover.
(b) Definitions.
(i) Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated beneficiary,
or for a specified period of ten years or more; any distribution to the extent
such distribution is required under Code section 401(a)(9); and the portion of
any distribution that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to
employer securities).
(ii) Eligible retirement plan: An eligible retirement plan
is an individual retirement account described in Code section 408(a), an
individual retirement annuity described in Code section 408(b), an annuity
plan described in Code section 403(a), or a qualified trust described in Code
section 401(a), that accepts the distributee's eligible rollover distribution.
However, in the case of an eligible rollover distribution to the surviving
spouse, an eligible retirement plan is an individual retirement account or
individual retirement annuity.
(iii) Distributee: A distributee includes an employee or
former employee. In addition, the employee's or former employee's surviving
spouse and the employee's or former employee's spouse or former spouse who is
the alternate payee under a qualified domestic relations order, as defined in
Code section 414(p), are distributees with regard to the interest of the
spouse or former spouse.
(iv) Direct rollover: A direct rollover is a payment by
the Plan to the eligible retirement plan specified by the distributee.
XXXI. Section VI is amended by the addition of new Section 6.11 to read
as follows: 6.11 Withdrawals from Voluntary Employee After-Tax
Contributions Accounts. A Participant may request one withdrawal from his
Voluntary Employee After-Tax Contributions Account per Plan Year. The
withdrawal shall be requested on forms provided by the Committee and may be
equal to any portion or all of the balance in the Participant's Voluntary
Employee After-Tax Contributions Account.
XXXII. Effective July 1, 1994, Section VI is amended by the addition of
new Section 6.12 to read as follows: 6.12 Loans: Effective July
1, 1994, a Participant may apply to the Plan administrator, or other
individual(s) or entity appointed by the Company to administer the loan
program, for a loan to be made to the Participant from his vested interest in
the Trust Fund. A loan may be made to a Participant subject to the following
conditions:
(a) Approval of Loan. A loan may not be made to a
Participant unless the loan administrator approves the loan, acting according
to uniform and nondiscriminatory standards, and pursuant to applicable law.
The loan administrator shall take into consideration the terms of any
Qualified Domestic Relations Order, as described in Section 7.7, in
determining whether to approve the loan. No one serving as the loan
administrator may participate in the decision to make a loan to himself. Each
Participant who is eligible to receive a loan under the terms of this Section
shall receive a loan in accordance with the restrictions of this Section.
(b) Amount of Loan. A loan may only be made from a
Participant's vested Account balance. The proceeds of the loan shall be taken
pro-rata from the Investment Fund or Funds in which the Participant's Account
is invested at the time of the loan. A Participant may have only two
outstanding loans at a time and the Participant must wait at least six months
after obtaining one loan to apply for another. The amount of loans
outstanding to a Participant at any time, aggregated with the outstanding
balance of all other loans to the Participant from all other qualified plans
maintained by the Employer and Affiliated Companies, shall not exceed the
lesser of:
(i) $50,000; or
(ii) 50% of the total vested amount then in the
Participant's Account.
For purposes of applying the foregoing limitations, a
Participant's interest in his Account shall be determined as of the most
recent preceding Adjustment Date. Overdue interest shall be deemed to be an
outstanding loan. The $50,000 limit referred to above shall be reduced by the
excess of the highest outstanding balance of loans from the Plan during the
one-year period ending on the day before the loan is made over the outstanding
balance of all loans from the Plan on the date the loan is made.
(c) Non-discrimination. Loans shall be available to all
Participants on a reasonably equivalent basis, provided that the loan
administrator may make reasonable distinctions among prospective borrowers on
the basis of creditworthiness. Loans shall not be made available to Highly
Compensated Employees in a greater percentage of their vested Account balances
than the percentage that is available to other Participants.
(d) Security. A loan to a Participant shall be secured
by a pledge of 50% of the Participant's vested Account balance in the Trust
Fund. A pledge of a Participant's interest in the Fund to secure a loan made
from the Fund shall not be subject to the non-alienation requirements of
Section 13.6.
(e) Interest Rate. Interest on a loan shall be charged at
a rate based on the rate being charged by financial institutions in the
Participant's community for loans of a similar nature, and the designated
interest rate shall be fixed for the period of the loan.
(f) Repayment. A loan must be repaid within five years
from the date of the loan, provided that if the loan proceeds are used to
acquire a principal residence of the Participant, the loan repayment term may
exceed five years. The borrower shall have the right to prepay the
outstanding loan balance at any time without penalty.
(g) Distributions. If any amount is distributed from the
Fund to a Participant or his Beneficiary while a loan to the Participant is
outstanding, the loan administrator will direct that the distributed amount be
applied to reduce the outstanding balance of the loan. If a loan is a taxable
distribution to a borrowing Participant, then the taxable amount of the loan
shall be treated as a distribution from the Fund to the Participant, to the
extent permitted by law.
(h) Loan as a Separate Investment. A loan made to a
Participant shall be considered a separate investment of the portion of the
Participant's Account that is equal to the outstanding balance of the loan.
The balance in the borrowing Participant's Account shall be reduced by the
outstanding balance of the loan for purposes of allocating net income and
increases and decreases in the value of Fund assets pursuant to Section 4.3.
Interest paid on the loan shall be credited to the borrowing Participant's
Account and shall not be considered earnings of the Fund for allocation
purposes.
(i) Default. If an outstanding loan is not repaid as and
when due, the principal of and interest on the loan shall be deducted from any
benefit that the Participant or his Beneficiary is entitled to receive;
however, no such deduction shall be made before the Participant's termination
of employment. A Participant's loan shall be considered in default if any
loan payment is not paid within 30 days of the due date of such payment.
(j) Expenses. All expenses incurred by the loan
administrator and the Trustee in making, administering, and collecting a loan
may be charged against the Account of the borrowing Participant.
(k) Level Amortization. A loan must be amortized in level
payments at least quarterly.
(l) Loan Repayment Method. All loans shall be secured by
an assignment of current pay of the borrower or other automatic payment
arrangement approved by the loan administrator sufficient to service the loan.
Termination of the employment producing the pay or cancellation of the
automatic payment arrangement shall constitute a default unless a new
arrangement, satisfactory to the loan administrator, is in place before the
next payment is due. If a borrowing Participant terminates employment, the
loan administrator shall immediately request payment of principal and interest
on the loan. If the Participant refuses payment following termination of
employment, the loan administrator shall reduce the Participant's vested
Account balance by any remaining principal and interest on the loan, subject
to subparagraph (i) above.
(m) Miscellaneous. The loan administrator may adopt
additional policies and procedures regarding the granting of loans, which are
incorporated in this Plan by reference and which will be available from the
loan administrator.
XXXIII. Section 7.7(a)(i) is amended in its entirety to read as follows:
(i) If benefits are in pay status, the Committee shall direct
the Trustee to withhold the applicable amounts and to account separately for
the amounts that will be payable to the Alternate Payees (defined below) if
the order is a Qualified Domestic Relations Order (defined below).
XXXIV. Effective July 1, 1994, Section IX is amended in its entirety to
read as follows:
SECTION IX
DIRECTED INVESTMENTS
9.1 Directed Investments: Each Participant shall have the right
to direct in writing the investment of his Salary Reduction Contributions
Account, Voluntary Employee After-Tax Contributions Account, Vacation/Banking
Contributions Account, Rollover Account, and, provided he is 40% vested, his
Employer Matching Contributions Account. The Participant's investment
directions may be made as follows:
(a) Each new or returning Participant may file a written
investment direction with the Committee (or division or section of the Company
as the Company or Chief Executive Officer appoints), on forms provided by the
Committee, that specifies the Account and the Investment Fund or Funds (listed
below) in which current contributions and existing Accounts are to be
invested.
(b) An initial investment direction shall be effective as
of the payroll period next following its receipt by the Committee. The Plan
may impose reasonable restrictions on the frequency with which Participants
may give investment instructions. However, in no event will such restrictions
prohibit participants from giving investment instructions at least as
frequently as once each quarter. An investment direction shall continue to
apply until a telephone exchange is made, as described in Section 9.2. A Plan
may charge Participants' Accounts for the reasonable expenses of carrying out
investment instructions. Participants shall be able to telephone Fidelity
Investments daily for purposes of obtaining current valuations of their
Investment Funds.
(c) The Committee (or division or section of the Company
as the Company or Chief Executive Officer appoints) shall forward
Participants' initial investment directions to Fidelity Investments in order
to implement the Participants' directions. Otherwise, each Participant may
change his existing Accounts to a different Investment Fund as described in
Section 9.2 below.
9.2 Telephone Exchanges: Each Participant shall have the right
to redirect the investment of any or all of his existing Accounts under the
Plan (provided his Employer Matching Contributions Account is at least 40%
vested and each of his other Accounts is 100% vested) or to redirect his
future contributions to a different Investment Fund or Funds, as follows:
(a) Each Participant may exchange his existing Account
balances to a different Investment Fund by telephoning Fidelity Investments
directly. The minimum amount that may be exchanged to an existing Investment
Fund or to establish a new Investment Fund account is $250, or the entire
Account balance if less than $250. The Participant must specify the name of
the Investment Fund or Funds from which the exchange will be made, the number
of shares or dollar amount to be exchanged, and the name of the Investment
Fund into which the exchange will be made. Telephone exchange to existing
Account balances may be made quarterly. Effective September 15, 1994,
telephone exchanges to existing Account balances may be made on any business
day. Future contributions will not be affected by an exchange pursuant to
this subsection (a), unless the Participant so directs.
(b) Each Participant may redirect his future contributions
to a different Investment Fund or Funds by telephoning Fidelity Investments
directly. The Participant must specify the new Investment Fund or Funds into
which future contributions will be directed and the percentage of future
contributions that are to be allocated to the Investment Fund or Funds.
Future contributions may be directed bi-weekly. Effective September 15, 1994,
future contributions may be directed on any business day. The Participant's
existing Investment Funds will not be affected by an exchange under this
subsection (b).
9.3 Investment Funds:
(a) The Committee shall select Investment Funds in which
the Participant's Accounts may be invested. Subject to Section 9.1, a
Participant may direct that his Accounts be invested in one or more of the
Investment Funds authorized for investment by the Company. The Committee may
add to or reduce the number and type of Investment Funds that will be
available for investment in any Plan Year; however, there will always be at
least three Funds available.
(b) The Committee shall offer the following Investment
Funds:
(i) Retirement Money Market Portfolio - This fund
seeks as high a level of current income as is consistent with preservation of
capital and liquidity. The fund seeks to attain this goal by investing in
high quality U. S. dollar-denominated money market instruments. The risk on
this investment will fluctuate. Employer Matching Contributions automatically
will be invested in this fund, until directed otherwise by Participants who
are between 40% and 80% vested in their Employer Matching Contributions
Accounts. Employer Matching Contributions of Participants who are 100% vested
in their Employer Matching Contributions Accounts no longer will be
automatically invested in the Retirement Money Market Portfolio, but will be
subject to the regular directed investment provisions of Sections 9.1 and 9.2.
(ii) Intermediate Bond Fund - The objective of the
bond fund is high current income. The bond fund seeks to attain this goal by
investing in bonds rated BBB or better with a dollar weighted average maturity
of between three and ten years. The value of securities in this fund will
vary with interest rates and the yield will fluctuate with market conditions.
(iii) Equity-Income Fund - The objective of this fund
is reasonable income by investing in income producing equity securities. This
fund seeks a yield greater than the Standard & Poors 500. A secondary
objective of the fund is capital appreciation. This fund is considered to be
conservative among growth and income funds. However, share price and return
will fluctuate with changes in the stock and bond markets.
(iv) Growth and Income Portfolio - The objective of
this portfolio is long-term capital appreciation, current income, and growth
of income. This Fund invests in a broad combination of stocks, convertibles,
and fixed income securities and is not limited by type or quality. The
portfolio may invest substantially in lower quality fixed income securities,
which may be subject to greater credit risk and price fluctuation than higher
quality securities.
(v) Retirement Growth Fund - The objective of this
fund is long term capital appreciation. The fund invests primarily in common
stock, and investments may include foreign or domestic issues. This fund is
restricted to tax qualified accounts, such as those for IRAs, qualified plans,
and plans of tax-exempt organizations. This fund may involve greater risk
than other stock funds as the fund has an aggressive trading strategy that may
be speculative.
(vi) Magellan Fund - Long term capital appreciation
is the objective of the Magellan Fund. The fund invests primarily in common
stock and securities convertible into common stock. The fund has an
aggressive investment approach and so the share price may be volatile.
(vii) Contrafund - Capital appreciation is the
objective of the Contrafund. It is a broad based stock fund that seeks
undervalued companies undergoing positive changes and turn-arounds.
Securities purchased by this fund may be considered speculative. Share prices
will fluctuate with stock prices, as the fund's emphasis is on stocks.
(c) Each Participant shall be provided the following for
each Investment Fund:
(i) an explanation that the Plan is intended to
constitute a plan described in ERISA section 404(c) and the corresponding
regulations, and that the fiduciaries of the Plan may be relieved of liability
for any losses that are the direct and necessary result of investment
instructions given by such Participant;
(ii) a description of the alternative and its
investment objectives and risk and return characteristics, including the type
and diversification of assets in the investment;
(iii) an identification of any designated investment
managers;
(iv) an explanation of the circumstances under which
the Participant may give instructions and limitations thereon;
(v) a description of any fees and expenses, which
may be charged to the Participant's account balance in connection with
purchases or sales of interests in investment alternatives;
(vi) the name, address and telephone number of the
Plan fiduciary (or his designee) responsible for providing the information
required under Section 9.3;
(vii) any materials relating to the exercise of voting
or similar rights incidental to the Participant's ownership interest in the
Investment Fund to the extent that such rights are passed through to
Participants under the terms of the Plan; and
(viii) if the Investment Fund is subject to the
Securities Act of 1933, a copy of the most recent prospectus immediately prior
to the Participant's initial investment in such alternative.
(d) Upon request, each Participant shall also be provided
the following information for each Investment Fund:
(i) a description of the annual operating expenses
and the total expenses expressed as a percentage of average net assets;
(ii) copies of any prospectuses, financial statements
and reports, and any other materials that are available to the Plan;
(iii) a list of the assets comprising the portfolio,
together with the value of each asset and, if the asset is a fixed rate
contract issued by a bank, savings and loan association, or insurance company,
the name of the issuer, the term and rate of return on the contract;
(iv) information concerning the value of shares or
units in designated Investment Funds available to Participants under the Plan,
as well as the past and current investment performance of such alternatives
(determined, net of expenses, on a reasonable and consistent basis); and
(v) information concerning the value of shares or
units held in the Account of the Participant.
(e) Where look-through investment vehicles are available,
the underlying investments shall be considered in determining whether the
alternative satisfies the requirements of Department of Labor Regulations
section 2550.404(c).
9.4 Limitations on Investments: The Trustee may decline to
implement the Participant's investment directions if such directions would:
(a) result in a prohibited transaction as described in
ERISA section 406 or Code section 4975;
(b) generate taxable income to the Plan or jeopardize its
tax qualified status;
(c) not be in accordance with the documents and
instruments governing the Plan;
(d) cause a fiduciary to maintain the indicia of
ownership in an asset outside jurisdiction of the United States district
courts;
(e) result in a loss greater than the balance in the
Participant's Account; or
(f) result in certain transactions between the Plan and
the Company or an affiliate of the Company.
9.5 Directed Investment Account: A separate directed investment
account shall be established for each Participant who has directed an
investment under this Section IX. The portion of the Account so directed will
be considered a directed investment account. Transfers between the
Participant's regular account and his directed investment account shall be
charged and credited as the case may be to each account. The directed
investment account shall not share in trust fund earnings but shall be charged
or credited daily with net earnings, gains, losses and expenses, as well as
any appreciation or depreciation in market value.
9.6 Accounts Not Directed: If a Participant does not direct an
investment under this Section IX, or if an Account is not subject to the
Participant's investment direction, the Participant's Account shall be
invested by the Trustee in the Fidelity Retirement Money Market Portfolio.
9.7 Application to Beneficiaries: The provisions of this
Section IX shall apply to all Beneficiaries who have Account balances in the
Plan, and who wish to direct the investment of their Accounts.
XXXV. The first sentence of Section 10.1 is deleted and replaced by the
following two sentences: This Plan shall be irrevocable and binding as to
all contributions made by an Employer to the Trust. This Plan may be amended
from time to time only by resolution of the Board of Directors of the Company.
XXXVI. The first sentence of Section 10.2 is amended to read as follows:
This Plan may be terminated at any time, in whole or in part, only by
resolution of the Board of Directors of the Company.
XXXVII. Except where otherwise stated, this Amendment shall be effective
as of January 2, 1989. XXXVIII. In all respects not amended, the Plan is
hereby ratified and confirmed.
* * * * *
WITNESS the following signature this 24th day of October,
1994.
GENICOM CORPORATION
By: /s/ James C. Gale
EXHIBIT 10.2
SECOND AMENDMENT TO
THE GENICOM CORPORATION
DEFERRED COMPENSATION AND SAVINGS PLAN
SECOND AMENDMENT, dated as of January 20, 1994, to the Genicom
Corporation Deferred Compensation and Savings Plan, by Genicom Corporation
(the "Company"). The Company maintains the Genicom Corporation Deferred
Compensation and Savings Plan, as amended and restated effective as of January
2, 1989 (the "Plan"). The Company has the power to amend the Plan and now
wishes to do so. NOW, THEREFORE, the Plan is amended as follows, effective
March 1, 1994.
I. Section 3.3 is amended by adding a new subsection (f)
to read as follows:
(f) Notwithstanding the foregoing provisions of this Section
3.3, effective March 1, 1994, the Employer may, butshall not be required to,
make an Employer Matching Contribution on behalf of the Participants who elect
to have Salary Reduction Contributions made on their behalf, in such amount
as the Board shall determine. Employer Matching Contributions shall be stated
as a percentage of Participants' Salary Reduction Contributions for the Plan
Year. The Employer shall designate the percentage and may limit the amount
of Salary Reduction Contributions to be matched. If more than one Employer
has adopted the Plan, each Employer shall make contributions for its own
Participants.
II. In all respects not amended, the Plan is hereby ratified and
confirmed.
* * * * *
WITNESS the following signature this 25th day of January, 1994.
GENICOM CORPORATION
By: /s/ Paul T. Winn
