THIRD
AMENDMENT
GRACO
DEFERRED COMPENSATION PLAN
(2005 Restatement)
Graco Inc. hereby amends the
“GRACO DEFERRED COMPENSATION PLAN (2005 Statement)” (as
amended, the “Plan Statement”) as follows:
1.
DISABILITY. Effective for determinations of
disability on and after January 1, 2009, Section 1.2.10 of the Plan
Statement shall be amended to reads as follows:
1.2.10.
Disability or Disabled
— a Participant will be
considered disabled if the Participant (i) is unable to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than twelve (12) months, or (ii) is, by
reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering
employees of the Participant’s employer.
2.
SPECIFIED EMPLOYEE. Effective for determinations of
who is a specified employee on and after January 1, 2009, a new
Section 1.2.19 shall be added to the Plan Statement (with the prior
Section 1.2.19 and subsequent sections and cross references
renumbered as appropriate) that reads as follows:
1.2.19.
Specified Employee
— a Participant who is a
specified employee for purposes of section 409A of the
Code.
3.
VICE PRESIDENT OF HUMAN RESOURCES. Effective January
1, 2009, Section 1.2.23 of the Plan Statement (Section 1.22 prior
to this amendment) is amended to read as follows:
1.2.23.
Vice President of Human
Resources — the
Vice President of Human Resources or, if such position does not
exist, the senior officer responsible for the human resources
function.
4.
EVERGREEN ELECTIONS. Effective December 31, 2008,
Section 2.3.4 of the Plan Statement is deleted (with subsequent
sections and cross references renumbered as
appropriate).
5.
DISTRIBUTION. Effective January 1, 2009, Section 7.1
of the Plan Statement is amended to read as follows:
7.1.
Distribution . Prior to the start of each Plan Year
(the calendar year), a Participant may enter inter a Deferred
Compensation Agreement that specified the amount of compensation to be deferred (as
provided under Section 3) and the time and form of payment for the
compensation deferred for that Plan Year (along with any earnings
or losses on the compensation deferred for the Plan
Year).
6.
ELECTION. Effective for distributions made on and
after January 1, 2005, Section 7.1.1(a) of the Plan Statement is
amended to read as follows:
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(a)
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Election for Distribution as of a Specified
Time . The Participant
may elect to commence distribution of the amount deferred by the
Participant for a Plan Year as of (i) a specified year, or
(ii) the Participant’s Separation from Service. If the
Participant elects to commence distribution as of a specified year,
distribution shall be made on January 1 of that year (or as
soon as practicable after that date but in all cases within the
time period permitted under section 409 of the Code). If the
Participant elects to commence distribution as of the
Participant’s Separation from Service, distribution shall be
made as of the date that is sixty (60) days after the
Participant’s Separation from Service (or as soon as
practicable after that date but in all cases within the time period
permitted under section 409 of the Code).
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7.
EFFECTIVE DATE OF ELECTIONS. Effective January 1,
2009, the last sentence of Section 7.1.1(b) of the Plan Statement
is deleted.
8.
ELECTION TO DELAY TIME OF DISTRIBUTION. Effective
for distributions made on and after January 1, 2009, Section
7.1.1(c) of the Plan Statement is amended so that the first
sentence reads as follows: The Participant may make a one-time election to
change the time of distribution for an amount deferred for a Plan
Year (the Participant may make one such election with respect to an
amount deferred for each Plan Year).
9.
DEFAULT TIME OF DISTRIBUTION. Effective for
distributions made on and after January 1, 2009, Sections 7.1.1(d),
is amended to read as follows:
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(d)
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Default Time of Distribution
. Unless the Participant elects
otherwise, a Participant’s amount deferred for a Plan Year
(reduced by the amount of any applicable payroll, withholding and
other taxes) shall be distributed as of the January 1
following the date of the Participant’s Separation from
Service (or as soon as practicable after that date but in all cases
within the time period permitted under section 409 of the
Code).
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10.
DELAY IN DISTRIBUTION TO SPECIFIED EMPLOYEES.
Effective for distributions made on and after January 1, 2009,
Section 7.1.1(e) of the Plan Statement is amended to read as
follows:
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(e)
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Delay for Specified Employees
. If a Participant is a
Specified Employee as of the date of distribution a
Participant’s amount deferred for a Plan Year and the
distribution is due to Participant’s Separation from Service
(rather than a specified year), distribution shall commence the
later of (i) the date distribution is to be made, or (ii) the
f
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