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Exhibit 4.5
SAP AMERICA, INC.
401(k) PROFIT SHARING PLAN & TRUST
AMENDMENT 99-1
Pursuant to the power reserved to SAP America, Inc. under Section 14.1 of
the SAP America, Inc. Profit Sharing Plan & Trust (the "Plan") as set forth in
the Vanguard Prototype 401(k) Savings Plan (the "Master Document") and its
corresponding Adoption Agreement (the "Adoption Agreement"), the Plan is hereby
amended, effective January 1, 1997 (except as expressly indicated otherwise), as
follows:
1. Section 2.6 of the Master Document is hereby amended by changing the
reference to "Section 2 of the Adoption Agreement" in the first sentence thereof
to refer to "Section 3 of the Adoption Agreement."
2. Article 2.6(a) of the Master Document is hereby amended, effective
January 1, 1999 to read, in its entirety, as follows:
"(a) the Compensation of each Participant for a Plan Year shall include
all Employee Pre-Tax Contributions made to the plan on behalf of the
participant for the Plan year and all pre-tax elective contributions made
to any other plan by the employer for the Plan Year pursuant to a salary
reduction agreement with the Participant which are not includable in the
Participant's gross income under Section 125, 402(e)(3), 402(h) or 403(b)
of the Code, provided that the Employer has elected to treat all such
pre-tax elective contributions as compensation with respect to all
employees under all plans of the Employer; and"
3. Section 3 of the Adoption Agreement is amended, effective January 1,
1999, by deleting all current selections thereunder and by instead selecting the
box captioned "wages for withholding purposes excluding certain items," by
checking the box captioned "other (specify)" under such item, and by inserting
the following items in the line following such box as items excluded from
compensation:
"(i) amounts contributed by the Employer to the Plan, (ii) fringe
benefits, (iii) workers' compensation and unemployment benefits, (iv)
tuition advancements and reimbursements, (v) relocation and housing
advancements and reimbursements, (vi) cost of living adjustments (vii)
amounts designated by the Employer as severance payments in connection
with an Employee's separation from employment, (viii) distributions from
Employer sponsored nonqualified deferred compensation plans and earnings
thereon, (ix) sign-on bonus payments provided to an Employee in connection
with commencement of employment, and (x) for purposes of determining
Employer Profit Sharing Contributions pursuant to Article 4.11 and
Employer Matching Contributions pursuant to Article 4.6, amounts in excess
of $100,000."
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4. Article 4.11 of the Master Document is amended in its entirety to
provide as follows:
"4.11 Employer Profit Sharing Contributions
(a) The Committee shall, at its discretion, credit to each eligible
Participant's Employer Profit Sharing Contribution Account, a
contribution in an amount which is in the same proportion that each
Participant's Compensation for the Plan Year bears to the total
Compensation of all such Participants for the Plan Year. In order to
qualify for a Profit Sharing Contribution a Participant must be
credited with a Year of Service and be actively employed by the
Employer on the last day of the Plan Year to which the Profit
▇▇▇▇▇▇▇ Contribution is attributable. Notwithstanding the preceding
sentence, a Participant shall be entitled to a Profit Sharing
Contribution if such Participant (i) completes six (6) consecutive
months of employment with the Employer during the Plan Year in which
employment commences and is actively employed by the Employer on the
last day of the Plan Year to which the Profit Sharing Contribution
is attributable, or (ii) commenced employment with the Employer on
or before July 1 of the Plan Year to which such Profit Sharing
Contribution is attributable and thereafter during such Plan Year
dies, incurs a Disability or retires on or after the Participant's
attainment of Normal Retirement Age."
5. The "Discretionary Formula" paragraph within Section 7 of the Adoption
Agreement is hereby amended by striking the second sentence currently appearing
therein and replacing it with the following sentences:
"Employer Nonelective Contributions shall be allocated to the Employer
Nonelective Contribution Accounts of Participants who Participated in the
Plan at any time during the Plan Year, with the exception of Employer
Profit Sharing Contributions, which shall be allocated to the Employer
Profit Sharing Contribution Accounts of Participants who meet the
eligibility requirements set forth in Article 4.11 of the Plan as amended.
Employer Nonelective Contributions, including Employer Profit Sharing
Contributions shall be allocated in accordance with the formula set forth
in Article 4.11 of the Plan as amended."
6. Article 6.4 of the Master Document is hereby amended in its entirety to
provide as follows:
"Forfeitures arising from Employer Profit Sharing Contributions and/or
Employer Matching Contributions shall be reallocated in the same manner as
Employer Profit Sharing
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Contributions are allocated pursuant to Article 4.11 as amended, with the
exception that the determination and allocation of forfeitures arising
from Employer Matching Contributions shall be limited to Participants
eligible for Employer Matching Contributions for the Plan Year. In order
to qualify for an allocation of forfeitures in a Plan Year, a Participant
must be credited with a Year of Service and be actively employed by the
Employer on the last day of the Plan Year to which the forfeiture is
attributable. Notwithstanding the preceding sentence, a Participant shall
be entitled to a forfeiture allocation if such Participant (i) completes
six (6) consecutive months of employment with the Employer during the Plan
Year in which employment commences and is actively employed by the
Employer on the last day of the Plan Year to which the forfeiture
allocation is attributable, or (ii) commenced employment with the Employer
on or before July 1 of the Plan Year to which such forfeiture allocation
is attributable and thereafter during such Plan Year dies, incurs a
Disability or retires on or after the Participant's attainment of Normal
Retirement Age."
WHEREFORE, I have executed the foregoing amendment this _________ day of
______________________________ , 199 ______.
By:
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President Human Resources
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Witness: _____________________
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