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EXHIBIT 10.35
FIRST AMENDMENT TO
DT INDUSTRIES, INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN
WHEREAS, DT Industries, Inc. (the "Employer") adopted the DT
Industries, Inc. Nonqualified Deferred Compensation Plan (the "Plan") effective
as of January 1, 1999; and
WHEREAS, the Employer, in Section 11 of the Plan, reserved the right
to itself to amend the Plan at any time on a prospective basis; and
WHEREAS, the Employer has determined to amend the Plan to permit
participants to direct the investment of their accounts under the Plan
separately from the direction of their accounts under the Employer's qualified
plan, to provide that a participant who becomes a consultant to the Company
shall not be deemed to have terminated employment or retired for purposes of
this Plan, and to create within the Plan a separate Plan for participants who
become consultants to the Company.
NOW, THEREFORE, the Employer hereby amends the Plan as follows:
1. Section 5 of the Plan is hereby deleted in its entirety and a new Section 5
is hereby added to read as follows:
5. Earnings on Investment Amounts. In addition to the other amounts
credited to a Participant's Deferred Compensation Account, the
Employer shall also credit (or reduce) an Employee's Deferred
Compensation Account by an amount equal to the amount that would have
been earned (or lost) if the amounts deferred hereunder were invested
as directed by the Participant. A Participant may direct the
investment of his or her account as provided herein by notifying the
Employer and complying with the procedures announced from time to time
by the Employer, which procedures shall include how often a
Participant may change his or her investment directions and the
effective date of any such change. A Participant may direct the
investment of his or her account among the investment alternatives
available under the Employer's 401(k) Plan by notifying the Employer
of his or her investment directions under this Plan, in which case the
earnings (or losses) on the Deferred Compensation Account shall be
equal to the amount that would have been earned for (or lost) if the
amounts deferred hereunder were invested as directed by the
Participant under this Plan. Alternatively, a Participant may direct
the investment of his or her account among the investment
alternatives available under the Employer's 401(k) Plan by directing
the investment of the account balance of his or her account under the
Employer's 401(k) Plan and not notifying the Employer of a separate
investment of his or her Deferred Compensation Account, in which case
the earnings (or losses) on the Deferred Compensation Account shall be
equal to the amount that would have been earned (or lost) if the
amounts deferred hereunder were invested in approximately the same
manner as the Employee's account balance under the
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Employer's 401(k) Plan. Such amounts shall be referred to herein as
the "Earnings Amounts" and shall be credited to (or deducted from) the
Participant's Deferred Compensation Account at least annually (or more
frequently at the discretion of the Employer). Earnings shall be
credited on (or deducted from) a Deferred Compensation Account until
all payments with respect to such account have been made hereunder.
The Employer shall not be liable or otherwise responsible for any
decrease in a Participant's Deferred Compensation Account because of
the investment performance of the designated assets. The Employer, in
its sole and absolute discretion, may (or may not) acquire any
investment product or any other instrument or other wise invest any
amount to provide the funds from which it can satisfy its obligations
to make benefit payments under this Plan. To the extent that a
Participant or his or her Beneficiary acquires a right to receive
payments from the Employer under the provisions hereof, such right
shall be no greater than the right of any unsecured general creditor
of the Employer.
2. Section 8(a) is hereby amended by adding a new sentence at the end thereof
to read as follows:
For purposes of this Plan, an Employee who retires or terminates employment
with the Company but who becomes a paid consultant to the Company
immediately following retirement or termination shall be deemed not to have
retired or terminated employment for purposes of this Plan until the paid
consulting relationship has terminated.
3. A new Section 17 is hereby added to the Plan to read as follows:
17. Deferred Compensation Plan for Consultants.
(a) Establishment. The Company hereby establishes a separate plan
for the benefit of its former employees who were Participants in
this Plan and who become consultants to the Company within 60
days of retirement or termination of employment with the Company
(herein the "Consultants"). This separate plan shall be referred
to herein as the "Consultant Plan."
(b) Deferral Election. A Consultant may elect to defer up to 100%
of the consulting fees received by him from the Company by
executing and delivering to the Company a Participant Agreement.
Such amounts shall be credited to a separate Deferred
Compensation Account on behalf of the Consultant. Such Deferred
Compensation Account shall be 100% vested at all times. Upon
termination of the consulting relationship, the Consultant's
Deferred Compensation Account shall be paid out as though the
Consultant had retired from the Company.
(c) Application of Plan Provisions. The provisions of Sections 2(a),
(b), (e), (h), (m), (o), 3(b), 5, 6, 8, 9 (with the exception
of Section 9(e)(1)), and 10
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through 16 shall apply to this Consultant Plan. For purposes of
this Section 17, reference to the term "Plan" in such Sections
shall be deemed to refer to the Consultant Plan and reference to
the term "Employee" or "Participant" shall be deemed to refer to
the Consultant.
IN WITNESS WHEREOF, the Employer has executed and adopted this Amendment
effective as of August 31, 1999.
DT INDUSTRIES, INC.
By: /s/ BRUCE P. ERDEL
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Bruce P. Erdel
Senior Vice President,
Finance and Administration
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