Exhibit 10.18
-------------
▇. ▇. ▇▇▇▇▇ DRUG COMPANY
------------------------
EMPLOYEE STOCK OWNERSHIP PLAN
-----------------------------
AMENDMENT DATED OCTOBER 1, 1992
-------------------------------
THIS AGREEMENT, made and entered into as of October 1, 1992, by and between
▇. ▇. ▇▇▇▇▇ DRUG COMPANY, (hereinafter called the "Company"), and BOATMEN'S
TRUST COMPANY, (hereinafter called the "Trustee"):
WITNESSETH:
WHEREAS, the Company and Trustee heretofore entered into an employees stock
ownership plan, it is desirable to amend the plan in certain respects.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements herein contained, it is hereby agreed by and between the parties as
follows:
Section 1: The first sentence of Section 8.10 of the plan is amended to read as
follows:
8.10 Account Diversification. Except as provided in this Section 8.10
and in Section 8.11, a Participant does not have the right to direct the
Trustee with respect to the investment or re-investment of the assets
comprising the Participant's individual Account.
Section 2: A new Section 8.11 shall be added as follows:
8.11 Accounts Attributable to Plan Allocations While Plan Contained
Internal Revenue Code Section 401(k) Provisions -- Participant Direction of
Investment. A Participant has the right to direct the investment or re-
investment of the assets of his Account attributable to allocations to this
Plan during the period of time the Plan contained 401(k) provisions. The
Trustee will accept Participant directions from the Advisory Committee, or,
if consented to by the Trustee, from each Participant, on a written
election form (or other written agreement), as a part of this Plan,
containing such conditions, limitations and other provisions the Trustee
and the Advisory Committee deem appropriate. The Trustee or, with the
Trustee's consent, the Advisory Committee may establish written procedures,
incorporated specifically as part of this Plan, relating to Participant
direction of investment under this Section 8.11. The Trustee will maintain
a segregated investment Account to the extent a Participant's Account is
subject to Participant self-direction. The Trustee is not liable for any
loss, cost, damage or expense, nor is the Trustee liable for any breach,
resulting from or arising out of a Participant's direction of the
investment of any part of his directed Account, and the Trustee shall be
fully protected for acting in accordance with, or refraining from acting in
the absence of any such direction. The Company shall indemnify the Trustee
for any loss, cost, damage or expense arising out of any alleged or actual
act, or failure to act, on the part of the Company, the Advisory Committee
or any Participant in connection with any Participant directed investment
provided under this Plan.
If the Participant directs the investment of his Account, the Plan
shall treat any post-December 31, 1981, investment by a Participant's
directed Account in collectibles (as defined by Code (S)408(m)) as a deemed
distribution to the Participant for Federal income tax purposes.
Section 3: The amendment to the adoption agreement embodied herein shall be
effective as of October 1, 1992.
The Company and the Trustee hereby agree to the provisions of this
amendment and, in witness of their agreement, the Company and the Trustee have
signified their acceptance, as of October 1, 1992.
▇.▇. ▇▇▇▇▇ DRUG COMPANY
By:
---------------------------------------------
"EMPLOYER"
BOATMEN'S TRUST COMPANY OF KANSAS CITY
By:
---------------------------------------------
"TRUSTEE"