Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K 10-K Text 63 331K
3: EX-10 Exhibit 10.10 23 94K
4: EX-10 Exhibit 10.10.1 2 12K
5: EX-10 Exhibit 10.11 26 105K
6: EX-10 Exhibit 10.11.1 2 13K
7: EX-10 Exhibit 10.22.4 3 14K
8: EX-10 Exhibit 10.25 15 60K
9: EX-10 Exhibit 10.29.2 4 17K
10: EX-10 Exhibit 10.33.1 4 19K
2: EX-10 Exhibit 10.8.3 7 29K
11: EX-21 Exhibit 21.1 1 5K
12: EX-23 Exhibit 23.0 1 6K
13: EX-27 Financial Data Schedule 1 8K
EX-10 — Exhibit 10.22.4
| EX-10 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 10.22.4
Amendment To The
Ben & Jerry's Homemade, Inc. Employees' Retirement Plan
The Ben & Jerry's Homemade, Inc. Employees' Retirement Plan ("Plan") is
hereby amended in the following particulars pursuant to the authority vested in
Ben & Jerry's Homemade, Inc. ("Company") effective as of January 1, 1998.
1. Article I shall be amended by the insertion of the following new Section
1.63:
"Ben & Jerry's Homemade, Inc. Stock" shall mean shares of common stock
(Class A or B) in Ben & Jerry's Homemade, Inc.
2. Section 4.1(d) is amended by the deletion of the phrase "Notwithstanding
the foregoing, however" and the insertion of the phrase "Notwithstanding any
provision of this Section 4.1 to the contrary and except as provided by Section
4.1(e)," in place of the deleted phrase.
3. Article 4.1 shall be amended by the insertion of the following at the
end of such section:
(f) A discretionary amount of Ben & Jerry's Homemade, Inc. Stock, which
amount shall be deemed an Employer's Non-Elective Contribution.
4. Article 4.4(b) shall be amended by the insertion of the following at the
end of such subsection:
(4) With respect to the Employer's Non-Elective Contribution made
pursuant to Section 4.1(f), such contribution shall be allocated as
follows: (i) one-half of such contribution shall be allocated such that
each Participant receives the same allocation; and (ii) the other half of
such contribution shall be allocated such that each Participants's
allocation is equal to the ratio that his Years of Service bears to the
Years of Service of all Participants. Notwithstanding any provision of this
section 4.4(b)(4) to the contrary, a Participant shall only share in the
allocation of contributions pursuant to this section 4.4(b)(4) if the
Participant is actively employed on the last day of the Plan Year and
completed 1,000 Hours of Service during such Plan Year.
5. Section 4.4(c) shall be amended by the insertion of the following after
the third sentence of such section:
(3) Forfeitures attributable to Employer Non-Elective Contributions
made pursuant to Section 4.1(f) shall be used to reduce the Employer's
Non-Elective Contributions pursuant to Section 4.1(f) for the Plan Year in
which such Forfeiture occurs.
6. Section 4.12 shall be amended by the insertion of the following at the
end of such section:
(h)(1) Notwithstanding any provision of this section 4.12 to the
contrary, Participants may not direct the investment of the portion of
their Aggregate Accounts which is invested in Ben & Jerry's Homemade, Inc.
Stock.
(2) To the extent that a Participant's Aggregate Account includes Ben
& Jerry's Homemade, Inc. Stock, all voting, tender, and similar rights
shall be passed through to the Participant and the Participant shall direct
the Trustee as to how said rights shall be exercised. With respect to the
portion of the Participant's account balance which has been invested in the
other investment options offered under the Plan, the Trustee shall vote all
interests held by the Trust as directed by the Employer.
(3) Procedures shall be established and maintained to ensure the
confidentiality of all information regarding Participants' holding of Ben &
Jerry's Homemade, Inc. Stock as well as Participants' exercise of
appurtenant rights under this Section 4.12(h), except to the extent
necessary to comply with federal law or state law not preempted by ERISA.
The Administrator is hereby designated as the fiduciary responsible for
ensuring that these confidentiality procedures are adequate and are
followed. In the event that the Administrator determines that a particular
transaction relating to Ben & Jerry's Homemade, Inc. Stock may involve the
potential for undue Employer influence, the Administrator shall designate
an independent fiduciary, who shall not be an affiliate of the Employer, to
assume responsibility for all activities relating to said transaction.
7. Article VI, Section 6.5 shall be amended by the insertion of the
following at the end of such section:
(j) Notwithstanding any provision of the Plan to the contrary, if a
Participant elects a lump-sum distribution of his Aggregate Account, the
distribution of any portion of the Participant's Aggregate Account which is
invested in Ben & Jerry's Homemade, Inc. Stock shall be distributed to the
Participant in-kind. However, if a Participant is to receive a distribution
in the form of an installment or annuity payment, the portion of the
Participant's Aggregate Account which is invested in Ben & Jerry's
Homemade, Inc. Stock shall be converted to cash before such installment or
annuity payment commences.
8. Section 6.4(b) is amended by the insertion of the following at the end
of such section:
Notwithstanding anything in the previous sentence to the contrary, the
Vested portion of any Participant's Account which is attributable to
Employer Non-Elective Contributions made pursuant to Section 4.1(f) shall
be a percentage of the total amount credited to the Participant's Account
which is attributable to Employer Non-Elective Contributions made pursuant
to Section 4.1(f) determined on the basis of the Participant's number of
Years of Service according to the following schedule:
Vesting Schedule
Years of Service Percentage
0 0 %
1 0 %
2 0 %
3 0 %
4 0 %
5 100 %
Notwithstanding anything in this Section 6.4(b) to the contrary, for each
Plan Year for which the Plan is a Top-Heavy Plan, the following vesting schedule
shall apply with respect to amounts credited to the Participant's Account which
is attributable to Employer Non-Elective Contributions made pursuant to Section
4.1(f):
Vesting Schedule
Years of Service Percentage
0 0 %
1 0 %
2 0 %
3 100 %
9. Sections 6.4(c) and 6.4(d) are amended by the deletion of the word
"schedule" each place that such word appears in such sections and the insertion
of the word "schedules" in place of the deleted words.
8. Section 7.4(b) is amended by the insertion of the following at the end
of such section:
Furthermore, for purposes of this limit, amounts accrued in a Participant's
Aggregate Account which are invested in Ben & Jerry's Homemade, Inc. Stock shall
not be taken into consideration.
IN WITNESS WHEREOF, the Company caused this amendment to be executed
this ______ day of __________________, 1998.
By: __________________________________
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/26/99 | | | | | | | None on these Dates |
| For Period End: | | 12/26/98 |
| | 1/1/98 | | 1 |
| List all Filings |
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