**Exhibit 10(c)(10)**

 

**TENTHAMENDMENT**

**TO THE**

**ICF KAISERINTERNATIONAL, INC.**

**RETIREMENTPLAN**

 

**WHEREAS**, the ICFKaiser International, Inc. Retirement Plan (hereinafter referred to as the“Plan”) was established effective August 1, 1971;

 

**WHEREAS**,the Plan was most recently restated effective January 1, 1996, by ICF KaiserInternational, Inc. (currently known as Kaiser Group International, Inc. andhereinafter referred to as the “Company”);

 

**WHEREAS**,the restated Plan was amended subsequently on nine occasions;

 

**WHEREAS,**the Plan was again restated effective January 1, 1996, to incorporateamendments numbered one through nine, as required by the Internal RevenueService (“IRS”) in order to be considered for a favorable determination letter;and

 

**WHEREAS,**the IRS has****requested certain other amendments to thePlan as a condition to its favorable determination letter dated December 19,2003, such amendments having been proposed to the IRS on October 1, 2003, andDecember 9, 2003;

 

**NOW,THEREFORE**, effective as of the dates stated below, thePlan is hereby amended in the manner hereinafter set forth:

 

1.             Thefourth sentence of Section 1.10 of the Plan is hereby amended, effective as ofJanuary 1, 1998, to provide as follows:

 

“Effective January 1, 1998, notwithstandingthe above, for purposes of Section 4.1 of the Plan, salary reduction amountscontributed to the Company’s Dependent Care Assistance plan, the HealthFlexible Spending Account Plan, Pre-tax Contribution Plan, and ICF KaiserInternational, Inc. Section 401(k) Plan shall be considered Compensation; and providedmoreover that, effective for Plan Years beginning on and after January 1,2001, notwithstanding the above,for purposes of Section 4.1 of the Plan, qualified transportation fringebenefits excluded from gross income by reason of Section 132(f)(4) of the Codeshall be considered Compensation.”

 

2.             Section1.19 of the Plan is hereby amended, effective as of January 1, 1997, to provideas follows:

 

“1.19       The term “HighlyCompensated Participant” shall mean any Participant who is an Employeeof the Company or a Member of the Controlled Group for a Plan Year who:

 

(a)           during the immediately preceding Plan Year,received Compensation (as defined in Section 4.4(b)(iii) of the Plan withoutregard to Sections 125, 132(f) (on and after January 1, 1997),

 

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403(e)(3) and 402(h)(1)(B)) of the Code, in excess of $80,000 (suchdollar limitation shall be adjusted automatically in accordance with themaximum amount permitted under Section 414(q) of the Code) and was a member ofthe group of Employees consisting of the top 20 percent of all Employees whenranked by Compensation paid during such Plan Year; or

 

(b)   during such Plan Year or during the immediatelypreceding Plan Year, owned directly or indirectly 5% or more of the Company ora Member of the Controlled Group (so that he is a “5% owner” as defined inSection 416(I)(1) of the Code).  Aformer Employee shall be treated as a Highly Compensated Participant, if suchEmployee was a Highly Compensated Participant when such Employee separated fromservice or such Employee was a Highly Compensated Participant at any time afterattaining age 55.  Notwithstanding theforegoing provisions of this paragraph, the sole purpose of this Section 1.19is to define and apply the term Highly Compensated Participant strictly (andonly) to the extent necessary to satisfy the minimum requirements of Section414(q) of the Code relating to “highly compensated employees.”  This Section 1.19 shall be interpreted,applied and, if and to the extent necessary, deemed modified without formalamendment of language, so as to satisfy solely the minimum requirements ofSection 414(q) of the Code.”

 

3.             Section 4.4(b)(iii)of the Plan is hereby amended, effective as of January 1, 1998, to provide asfollows:

 

“(iii)     Theterm “**Compensation**”shall mean compensation as defined in Section 415(c)(3) of the Code, includingthe items specified in Treasury Regulation Section 1.415-2(d)(2)(i) andexcluding the items specified in Treasury Regulation Section 1.415-2(d)(3).  For Limitation Years beginning afterDecember 31, 1997, for purposes of applying the limitations under Section 4.4,Compensation paid or made available during such Limitation Year shall includeany elective deferral (as defined in Section 402(g)(3) of the Code) and anyamount that is contributed or deferred by the Employer at the election of anEmployee and that is not includible in gross income of the Employee by reasonof Section 125 or 457 of the Code.  ForPlan and Limitation Years beginning on and after January 1, 2001, for purposesof applying the limitations under Section 4.4, Compensation paid or madeavailable during such Plan and Limitation Years shall include elective amountsthat are not includible in gross income of an Employee by reason of  Section 132(f)(4) of the Code.”

 

4.             The second sentenceof Section 4.4(c) of the Plan is hereby amended to provide as follows:

 

“If, as a result of the allocation of forfeitures or any othercircumstance permitted under rules promulgated by the Internal Revenue Service,the Annual Additions to the Account of a Participant in any Limitation Yearwould otherwise exceed such amount, the Excess Amount shall be disposed of byreducing the Employer

 

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contributions and forfeitures, if any, otherwise allocable to theParticipant’s Account for the Limitation Year.”

 

5.             Section 8.4(b)(iii)of the Plan is hereby amended, effective January 1, 1999,  to provide as follows:

 

“(iii)     “Eligiblerollover distribution” means  all or anyportion of a Plan distribution to a Participant, a beneficiary who is adeceased Participant’s surviving spouse, or an alternate payee under aqualified domestic relations order who is a Participant’s spouse or formerspouse; provided, however, that such distribution is not (i) one of aseries of substantially equal periodic payments made at least annually for overa specified period of ten or more years or the life of the Participant orbeneficiary or the joint lives of the Participant and the beneficiary; (ii) adistribution to the extent such distribution is required under Section401(a)(9) of the Code;  (iii) theportion of any distribution which is not includable in gross income (determinedwithout regard to any exclusion of net unrealized appreciation with respect toemployer securities); (iv) a distribution from elective deferral contributionsof a Participant made on or after January 1, 1999, on account of hardship or(v) any distribution that is made on or after January 1, 2002 on account ofhardship.  A portion of a distributionthat is received on or after January 1, 2002, shall not fail to be an eligiblerollover distribution merely because such portion consists of voluntaryafter-tax contributions that are not includible in gross income; provided,however, that such portion may be transferred only to an individual retirementaccount or annuity described in Section 408(a) or (b) of the Code or to aqualified defined contribution plan described in Section 401(a) or 403(a) ofthe Code that agrees to account separately for amounts so transferred,including separately accounting for the portion of such distribution that isincludible in gross income and the portion of such distribution that is not soincludible.”

 

Executed this 17thday of March, 2004.

 

 
|   | **KAISER GROUP INTERNATIONAL, INC.**                    |
|--------|---------------------------------------------------------|
|   | **(formerly known as ICF Kaiser International,  Inc.)** |
|   |                                                    |
|   |                                                    |
|   | By:                                                     | /s/ John T. Grigsby, Jr. |   |
|   |                                                    | Title:   President |
|        |                                                         |  |  |  |

 

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