NATIONAL DENTEX
CORPORATION
AMENDMENT NO. 3
TO
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Amendment
No. 3 to the National Dentex Corporation Supplemental
Executive Retirement Plan (as amended hereby, the “
Plan ”) is dated as of the 31 st day of December, 2008, is adopted by National
Dentex Corporation, a Massachusetts corporation (the “
Company ”), and is binding upon the Company and the
Participants. Capitalized terms used in this Amendment No. 3
and not defined herein shall have the respective meanings ascribed
to them in the Plan.
WHEREAS ,
the Plan was first effective as of April 4, 1995;
and
WHEREAS ,
the Company desires to make certain changes to the Plan to conform
certain defined terms including “ disability
” and the timing of certain payments for “
specified employees ” to the final rules under
Section 409A of the Internal Revenue Code of 1986, as amended
(the “ Code ), as well as making certain other
clarifications under the Plans; and
WHEREAS ,
Article XIV of the Plan provides that it may be amended by a
written agreement signed by the Company and the Participants;
and
WHEREAS ,
the Board of Directors of the Company (the“ Board
”), upon the recommendation of the Compensation Committee of
the Board, has authorized the Company to make the changes set forth
below; and
WHEREAS ,
each of the Participants has adopted this Amendment No. 3 by
executing and delivering to the Company an adoption agreement in
substantially the form attached as Exhibit A
hereto.
NOW,
THEREFORE , in consideration of the foregoing, and other good
and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Plan is hereby amended as
follows:
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1.
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Amendment to Article 1
Definitions of the Agreement .
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(a) The
definition of “cash value” contained in
Section 1.15 of the Plan is hereby amended by deleting the
definition of “cash value” in Section 1.15 in its
entirety and replacing it with the following definition of
“cash value”:
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“1.15 “CASH VALUE”
shall mean the cash surrender value of the Policy acquired by the
Company on a Participant’s life, after reduction of all
Company payments of premiums, whether in cash or by Policy loans
used to pay premiums and the After Tax Cost of interest, as
provided herein.”
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(b)
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Article 1 shall be further
amended to add the following new sections as follows:
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“1.18
“EFFECTIVE ELECTION” shall mean an election made by the
Participant (1) to delay the Retirement Date not less twelve
(12) months prior to the original Retirement Date;
(2) made not less than twelve (12) months prior to a
scheduled payment, and (3) for a period of not less than five
(5) additional years.”
“1.19
“DISABILITY” or “DISABLED” shall mean
(a) the inability of the Participant to engage in any
substantial gainful employment activity on behalf of the Company,
with or without reasonable accommodation as that term is defined
under applicable state or federal law, by reason of any medically
determinable physical or mental impairment (i) that can be
expected to result in death or to last for a continuous period of
not less than 12 months; or (ii) that can be expected to
result in
