NATIONAL DENTEX
CORPORATION
AMENDMENT NO. 1
TO
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN VI
This Amendment
No. 1 to the National Dentex Corporation Supplemental
Executive Retirement Plan VI (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. 1
and not defined herein shall have the respective meanings ascribed
to them in the Plan.
WHEREAS ,
the Plan was first effective as of the 11 day of August, 2006;
and
WHEREAS ,
the Company desires to make certain changes to the Plan to conform
certain defined terms including “ disability
” and “ change of control ” 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 Plan; 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. 1 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. Article 1 shall be amended to
add the following new definitions as follows:
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““Code” shall mean
the Internal Revenue Code of 1986, as amended.”
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““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 death or to last for
a continuous period of not less than 12 months and the
Participant is receiving income replacement benefits for a period
of not less than three (3) months under an accident and health
plan covering the Company’s employees; or (b) the
Participant shall be determined to be totally disabled by the U.S.
Social Security Administration (“SSA”). A determination
of Disability (other than a determination by the SSA) shall be made
by an independent physician selected by the Board of Directors and
whose determination as to disability shall be binding on the
Company and the Participant.”
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““Specified
Employee” shall mean the Participant if the Company’s
stock is publically traded on an established securities market and
the Participant:
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